8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

________________________________________

FORM 8-K /A

AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 3, 2008

First Horizon National Corporation
(Exact Name of Registrant as Specified in Charter)

TN	001-15185		62-0803242
(State or Other Jurisdiction	(Commission File Number)		(IRS Employer
of Incorporation)			Identification No.)
165 MADISON AVENUE
MEMPHIS, TENNESSEE		38103
(Address of Principal Executive Office)		(Zip Code)

Registrant's telephone number, including area code - (901) 523-4444

(Former name or former address, if changed from last report)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

NOTE ON AMENDMENT

On June 4, 2008 the registrant filed a Current Report on Form 8-K dated June 3, 2008 which included Items 1.01, 2.05, and 9.01. In Item 9.01 of that original Report, the registrant listed the exhibits associated with the report but indicated that the exhibits would be filed at a later time. This amendment to that original Report is filed for the sole purpose of filing those exhibits and including an Exhibit Index. Accordingly, the only Item being amended is Item 9.01. For the convenience of the reader, this amendment restates all Items of the original Report in full.

* * * * *

      ITEM 1.01. Entry into a Material Definitive Agreement.

     On June 3, 2008, First Tennessee Bank National Association (“First Tennessee Bank”), a subsidiary of First Horizon National Corporation (collectively with First Tennessee Bank, “First Horizon”), entered into an Asset Purchase Agreement (“APA”) with MetLife Bank, National Association (“MetLife Bank”), a subsidiary of MetLife, Inc., under which First Horizon has agreed to sell to MetLife Bank certain assets, and MetLife Bank has agreed to assume certain liabilities, related to First Horizon’s mortgage origination franchise and servicing platform but excluding locations and personnel associated with First Horizon’s Tennessee-footprint production offices (the “National Mortgage Business”). The parties also have entered into a Servicing Rights Purchase and Sale Agreement (“MSR Sale Agreement”) providing for the sale by First Horizon to MetLife Bank of mortgage servicing rights (“MSR”) on approximately $20 billion unpaid principal balance of first lien mortgage loans, and a Mortgage Loan Subservicing Agreement (“Subservicing Agreement”) providing for servicing by MetLife Bank for up to three years of First Horizon’s entire remaining MSR portfolio currently serviced on First Horizon’s MSR platform and not otherwise sold to MetLife Bank or other third parties. The MSR Sale Agreement and Subservicing Agreement together are referred to as the “MSR Agreements,” and the MSR Agreements together with the APA are referred to as the “Agreements.”

Key terms of the Agreements are described below:

Key assets to be sold by First Horizon

<>	All of First Horizon’s mortgage production offices along with furnishings and other related assets, excluding those offices associated with its Tennessee-based market footprint and offices that are closed prior to closing of the sale.
<>	Approximately $20 billion (unpaid principal balance) of Fannie Mae MSR assets.
<>	Tangible balance sheet assets associated with the National Mortgage Business, including First Horizon’s mortgage loan pipeline and applicable software, but excluding all held for sale loan inventory.
<>	Certain hedge position assets (to the extent applicable to the pipeline and MSR assets to be sold and to the extent assumption and transfer is feasible) and certain other assets.

Key liabilities to be assumed by MetLife Bank

<>	Office leases and other contracts directly associated with the National Mortgage Business.
<>	Balance sheet liabilities directly associated with the National Mortgage Business, including the liability for custodial accounts associated with the MSR assets to be sold to MetLife Bank.

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<>	Certain hedge position liabilities (to the extent applicable to the pipeline and MSR assets to be sold and to the extent assumption and transfer is feasible) and certain other liabilities.
<>	Commitments to fund loans that are in the pipeline at closing. First Horizon has agreed to participate as a minority lender in a line of credit facility for the purpose of financing MetLife Bank’s mortgage loan warehouse. See “Other key covenants & restrictions” for additional information.

Key mortgage-related assets & liabilities to be retained by First Horizon

<>	Mortgage production offices and leases and other related assets and liabilities associated with First Horizon’s Tennessee-based market footprint and with closed National Mortgage Business branches.
<>	First Horizon’s remaining mortgage loan and MSR portfolio and related real estate assets.
<>	Mortgage loans held for sale in the warehouse. Although the warehouse will not be sold to MetLife Bank, First Horizon intends to continue selling warehouse loans in the normal course of business.
<>	First Horizon’s mortgage headquarters building in the Dallas, Texas metro area. A substantial portion of that building is to be leased to MetLife Bank. See “Supplemental Agreements” below.
<>	Obligations for borrowed money, and liabilities for actions or events prior to closing, related to the National Mortgage Business

Purchase price for National Mortgage Business assets

<>

Generally, MetLife Bank has agreed to pay net book value (based on generally accepted accounting principles consistently applied) for the National Mortgage Business including the MSRs being sold to MetLife Bank, reduced by $10 million. The price is subject to possible increase in certain circumstances. Certain intangible assets, including third party non-compete covenants in favor of First Horizon, are included in the assets to be sold but are excluded from the purchase price calculation.

<>

The purchase price is to be based on First Horizon’s unaudited balance sheet, updated as of the closing date subject to a post-closing true-up mechanism in a manner prescribed in the APA.

Closing date

<>	The closing date scheduled in the Agreements is July 31, 2008, subject to the conditions specified in the Agreements. See “Key Conditions to Closing” below for additional information.
<>	MetLife Bank has the right to extend the closing until August 31, 2008, subject to certain terms and conditions specified in the APA. The only circumstances under which MetLife Bank may exercise the extension is if there is a delay in obtaining approval by the Government National Mortgage Association or a delay in converting employees to be hired to MetLife Bank’s employment and personnel systems.
<>	Many other factors, pertaining to conditions to closing, transition matters, and other matters, could prompt the parties to mutually agree to delay the closing date.

Key subservicing terms

<>	MetLife Bank has agreed to provide subservicing of First Horizon’s retained MSRs.
<>	First Horizon retains the ability in the future to hold or sell its retained MSRs. However, in certain circumstances sales of MSRs during the first three years after closing could result in First Horizon having to pay MetLife Bank certain make-whole payments or an early termination fee as discussed below.

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<>	First Horizon is required to guarantee a direct cost to service (“Direct Cost”) in the MSR platform of $65.00 per loan annually, excluding certain costs related to defaulted loans. In connection with that guarantee and for a period of three years from the closing date, First Horizon has agreed to (i) maintain a certain minimum number of loans on the MSR platform, or (ii) make a quarterly cash payment (the “Make-Whole Payment”) to MetLife Bank according to an agreed schedule if Direct Cost exceeds the guaranteed cost level.
<>	First Horizon has the right to terminate the Subservicing Agreement before its 3-year term expires. Subject to certain exceptions, upon such an early termination First Horizon would be required to either (i) continue to pay Make-Whole Payments for the remainder of the Agreement’s 3-year term, or (ii) pay a one-time termination fee.
<>	The scheduled Make-Whole Payments and early termination fees diminish with the passage of time and expire after twelve quarters. There is an overall cap on Make-Whole Payments and any termination fee: the aggregate Make-Whole Payments and/or termination fee cannot exceed $19.4 million in total if determined during the first 4 quarters of the Subservicing Agreement and cannot exceed $15.0 million in total if determined during the next 8 quarters of the Subservicing Agreement. Among other things, First Horizon’s obligation to provide for the Make-Whole Payments or termination fees is contingent upon MetLife Bank maintaining certain service levels on the MSR platform.
<>	Each party retains all benefit of servicing fees, ancillary income, and custodial fund float from their respective MSRs serviced on the MSR platform, but the parties share ratably in all Direct Costs during the term of the Subservicing Agreement.

Other key covenants & restrictions

<>	First Horizon has agreed to participate as a minority lender in a line of credit facility for the purpose of financing MetLife Bank’s warehouse of mortgage loans. First Horizon’s commitment is subject to certain conditions, including among others that: the lead lender for the warehouse facility is to be an affiliate of JPMorgan Chase & Co. (“JPM”); First Horizon’s commitment to the warehouse facility is to be no more than $50 million and no more than one-half of JPM’s commitment; First Horizon’s commitment is not to exceed 12 months; and the warehouse facility is to be extended on market terms and conditions.
<>	First Horizon has agreed to a two-year non-compete covenant related to the National Mortgage Business with a carve-out for First Horizon continuing to operate retail mortgage lending in its First Tennessee Bank footprint market (including future markets entered on a de-novo basis or thru acquisition/merger).
<>	First Horizon and MetLife have agreed to mutual non solicitation and no hire covenants related to the employees of the National Mortgage Business.
<>	First Horizon’s representations and warranties under the APA are subject to a survival period of 12 months from the closing date, with a loss deductible of $400,000 and a loss cap of $4 million, subject to certain exceptions and exclusions. First Horizon’s covenants under the APA are subject to a loss deductible of $1 million and a loss cap of $10 million, subject to certain exceptions and exclusions. Certain of the excepted matters have separate survival periods, deductibles, and/or loss caps.
<>	Until closing and unless MetLife Bank agrees otherwise, the APA requires First Horizon to conduct the National Mortgage Business in the ordinary course, subject to certain exceptions.
<>	For a time following closing, MetLife Bank will have the temporary right to continue to use certain of First Horizon’s tradenames and trademarks, as well as certain other intellectual property not sold to

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MetLife Bank, that are connected with the National Mortgage Business. MetLife has agreed to discontinue that use as soon as reasonably practicable, as provided in the APA.

Employees

MetLife Bank has agreed to offer employment to most employees working in the National Mortgage Business at generally comparable compensation opportunities, subject to MetLife Bank compensation guidelines and, overall, subject to certain conditions and procedures.

Key conditions to closing

The Agreements provide for many conditions to closing that are outside of First Horizon’s control. Conditions to closing the APA that First Horizon presently believes are key include:

<>	First Horizon’s representations and warranties are materially correct at closing or at another applicable date, as provided in the APA.
<>	No event has occurred which has had or is reasonably likely to have had a material adverse effect, as defined in the APA.
<>	Certain approvals are given by certain mortgage industry agencies including, among others, Government National Mortgage Association, Federal National Mortgage Association, and Federal Home Loan Mortgage Corporation.
<>	Banking and other regulatory or governmental approvals are obtained, to the extent required by applicable laws and regulations.

The Subservicing Agreement’s subservicing arrangement is not effective until the closing of the APA. A condition to the closing of the MSR Sale Agreement is the closing of the APA. Closing and effectiveness of all three Agreements is intended to be simultaneous.

Termination of the APA

A failure of any condition to closing could result in the APA terminating without closing, although generally a party may waive any condition provided for its benefit. The APA also may be terminated without closing in the following ways:

<>	By mutual consent of the parties.
<>	By either party if the other breaches the APA, subject to certain exceptions and cure provisions.
<>	By either party if certain governmental orders arise prohibiting or restraining the transaction.

Amendment and waiver

<>	Any of the Agreements may be amended by mutual agreement of the parties.
<>	Either party may waive any covenant or condition provided for that party’s benefit.

Supplemental agreements

The APA contemplates that the parties will enter into additional, supplemental agreements at closing or at other future times. In most cases the terms of those supplemental agreements have not been negotiated fully or at all. Supplemental agreements that First Horizon presently believes to be important to understanding the Agreements include:

<> A lease by MetLife Bank of nearly 200,000 square feet of space in First Horizon’s mortgage division headquarters building in the Dallas, Texas metropolitan area. The lease is to have a term of 3 years.

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<>	A transition services agreement (“TSA”). The TSA is to provide for certain services the parties will perform for each other after closing on an interim basis to effectuate certain transitional matters. The charges for those services generally are to be equal to the providing party’s actual costs.
<>	The warehouse line of credit facility with JPM described above under “Other key covenants & restrictions. ”

ITEM 2.05. Costs Associated with Exit or Disposal Activities.

On June 3, 2008, First Horizon executed the APA and other Agreements referred to in Item 1.01 of this Report. The discussion in Item 1.01 is incorporated into this Item by this reference.

As a result of entering into this transaction and First Horizon’s ongoing efforts to reduce infrastructure and servicing assets associated with the mortgage business, First Horizon estimates it will incur pre-tax charges totaling approximately $50 million to $70 million over the remainder of 2008. These charges consist of approximately $25 million to $35 million in legal, professional, employee and other one time transaction-related costs, $15 million to $20 million in costs associated with repositioning the servicing portfolio, and $10 million to $15 million in contract termination and other miscellaneous costs. Depending on market and other conditions, additional costs could be incurred associated with the continued reduction of the remaining servicing assets as well as fulfillment of certain contractual terms set forth in the Subservicing Agreement referred to in Item 1.01 of this Report. Of the total amount of pre-tax charges, approximately $55 million to $60 million is expected to result in future cash outlays.

This report on Form 8-K contains forward-looking statements regarding management’s beliefs, estimates, projections, and assumptions with respect to, among other things, First Horizon’s future operations, business plans and strategies, as well as industry and market conditions, all of which are subject to change.Those forward-looking statements involve significant risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking information. Those factors include events and conditions related to the closing and implementation of the transactions described in this Report and in the Agreements, and related to general economic and financial market conditions, including expectations of and actual timing and amount of interest rate movements including the slope of the yield curve, competition, customer and investor responses to these conditions, ability to execute business plans, geopolitical developments, natural disasters, and items already mentioned in this report, as well as critical accounting estimates and other factors described in First Horizon’s prior filings with the Securities and Exchange Commission this year. First Horizon disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein or therein to reflect future events or developments, other than as may be required by applicable rules of the Commission including, in particular, instructions to this item 2.05.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed with this report:

Exhibit #	Description
10.1	Conformed copy of Asset Purchase Agreement dated June 3, 2008 related to the sale of certain mortgage business operations and assets
10.2	Conformed copy of Mortgage Loan Subservicing Agreement dated June 3, 2008 related to the subservicing of certain mortgage loans

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10.3      Conformed copy of Servicing Rights Purchase and Sale Agreement dated June 3, 2008 related to the sale of certain mortgage servicing rights assets

All summaries and descriptions of material documents set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.

In the agreements referred to in Item 1.01, each party makes representations and warranties to other parties. Those representations and warranties are made only to and for the benefit of those other parties in the context of a business agreement. Exceptions to such representations and warranties may be partially or fully waived by such parties, or not enforced by such parties, in their discretion. No such representation or warranty may be relied upon by any other person for any purpose.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

First Horizon National Corporation

(Registrant)

Date: June 4, 2008	By: /s/ D. Bryan Jordan
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX
EX-10.1	Conformed copy of Asset Purchase Agreement dated June 3, 2008 related to the sale of
	certain mortgage business operations and assets
EX-10.2	Conformed copy of Mortgage Loan Subservicing Agreement dated June 3, 2008 related to
	the subservicing of certain mortgages
EX-10.3	Conformed copy of Servicing Rights Purchase and Sale Agreement dated June 3, 2008
	related to the sale of certain mortgage servicing rights assets

EX-10.1

EXHIBIT 10.1

EXECUTION

ASSET PURCHASE AGREEMENT

BETWEEN

METLIFE BANK, NATIONAL ASSOCIATION

AND

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

Dated as of JUNE 3, 2008

TABLE OF CONTENTS

ARTICLE I   DEFINITIONS	1
1.1 Certain Definitions	1
1.2 Terms Defined Elsewhere in this Agreement	13
1.3 Other Definitional and Interpretive Matters	15
ARTICLE II   PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES	15
2.1 Purchase and Sale of Assets	15
2.2 Excluded Assets	17
2.3 Assumption of Liabilities	18
2.4 Excluded Liabilities	19
2.5 Further Conveyances and Assumptions; Consent of Third Parties	21
2.6 Purchase Price Allocation	23
2.7 Proration of Certain Expenses	23
ARTICLE III   CONSIDERATION	24
3.1 Purchase Price	24
3.2 Estimated Purchase Price	25
3.3 Closing Payment	25
3.4 Purchase Price Adjustment	26
3.5 Final Purchase Price Calculation	26
ARTICLE IV   CLOSING AND TERMINATION	28
4.1 Closing Date	28
4.2 Termination of Agreement	28
4.3 Purchaser Extension	29
4.4 Effect of Termination	30

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ARTICLE V   REPRESENTATIONS AND WARRANTIES OF SELLER	30
5.1 Organization; Valid Existence; Capitalization	30
5.2 Authorization of Agreement	31
5.3 Conflicts; Consents of Third Parties	32
5.4 Financial Data	33
5.5 No Undisclosed Liabilities	34
5.6 Title to Purchased Assets	34
5.7 Absence of Certain Developments	34
5.8 Taxes	34
5.9 Real Property	37
5.10 Tangible Personal Property	38
5.11 Intellectual Property	38
5.12 Purchased Contracts	40
5.13 Employee Benefits	42
5.14 Labor	42
5.15 Litigation	44
5.16 Compliance with Laws; Permits	45
5.17 Environmental Matters	46
5.18 Pipeline Loans	46
5.19 Accounts Receivable	47
5.20 Mortgage Servicing Qualification	47
5.21 Risk Management Instruments	47
5.22 Financial Advisors	47
5.23 No Regulatory Impediment	48
5.24 Sufficiency of Assets	48

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5.25 Diligence Materials	48
5.26 Full Disclosure	48
ARTICLE VI   REPRESENTATIONS AND WARRANTIES OF PURCHASER	48
6.1 Organization; Valid Existence	48
6.2 Authorization of Agreement	49
6.3 Conflicts; Consents of Third Parties	49
6.4 Litigation	49
6.5 No Regulatory Impediment	50
6.6 Financial Advisors	50
ARTICLE VII   COVENANTS	50
7.1 Access to Information	50
7.2 Conduct of the Business Pending the Closing	50
7.3 Consents	54
7.4 Regulatory Approvals	55
7.5 Further Assurances	57
7.6 Preservation of Records	57
7.7 Publicity	57
7.8 Notice to Pipeline Loan Mortgagors and Others	58
7.9 Use of Trade Names	58
7.10 Covenants Not to Compete and Not to Solicit	60
7.11 Transfer of Assets Following the Closing	64
7.12 Notice of Developments	65
7.13 ARM Corrections	65
7.14 Monthly Financial Information	65
7.15 Fixed Asset Inventory	66

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7.16 Transition Services Agreement	66
7.17 Evaluated Business	66
7.18 Document Custodian Services	67
7.19 Purchaser Warehouse Line of Credit	67
ARTICLE VIII   EMPLOYEES AND EMPLOYEE BENEFITS	67
8.1 Employment	67
8.2 Personnel Files	69
8.3 Standard Procedure	69
8.4 Terminated Employees	70
ARTICLE IX CONDITIONS TO CLOSING	70
9.1 Conditions Precedent to Obligations of Purchaser	70
9.2 Conditions Precedent to Obligations of Seller	72
ARTICLE X   INDEMNIFICATION	74
10.1 Survival of Representations, Warranties, and Covenants	74
10.2 Indemnification	74
10.3 Indemnification Procedures	76
10.4 Limitations on Indemnification	78
10.5 Tax Treatment of Indemnity Payments	80
10.6 Right to Indemnification	80
10.7 Exclusive Right to Indemnification	80
10.8 Mitigation of Losses	80
ARTICLE   XI TAXES	80
11.1 Transfer Taxes	80
11.2 Prorations	81
11.3 Cooperation on Tax Matters	82

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11.4 Election Under Code Section 338(h)(10)	82
11.5 Preparation and Filing of Tax Returns	82
11.6 Tax Indemnification	83
11.7 Tax Refunds	83
ARTICLE XII   MISCELLANEOUS	83
12.1 Expenses	83
12.2 Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial
12.3 Entire Agreement; Amendments and Waivers	84
12.4 Governing Law	85
12.5 Notices	85
12.6 Severability	86
12.7 Binding Effect; Assignment	86
12.8 Knowledge	86
12.9 Disclosure Memorandum	87
12.10 Counterparts	88

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Schedules
1.1	List of Acquisition Contracts
2.1(d)	List of Purchased Intellectual Property
2.1(h)	List of Purchased Branch Offices
2.1(i)	List of Purchased Contracts
2.2(b)	List of Retained Mortgage Production Offices Outside of Tennessee
2.2(d)	List of Excluded Personal Property
2.2(e)	Excluded Intellectual Property
2.3(g)	List of Specific Assumed Liabilities
3.1(a)(i)	Pipeline Loan Calculation Example
3.4(A)	Deductions from Purchase Price Adjustment
3.4(B)	Specific Exclusions to Deductions from Purchase Price Adjustment
7.14	Information Regarding each Transferred Mortgage Loan
7.16	Services to be provided in the Transition Services Agreement
12.8(B)	Knowledge of Purchaser
Disclosure Memorandum
Section
5.1	Joint Venture Entities and Subsidiary
5.3(a)	Conflicts
5.3(b)	Consents
5.3(c)	Orders
5.3(d)	Permits
5.7	Absence of Certain Developments
5.8(b)	Waiver or extension of time relating to Taxes
5.8(g)	Joint Venture Tax Returns
5.10	Personal Property
5.11(a)	Intellectual Property
5.11(g)	Software
5.12(b)	Purchased Contracts with Restrictions on Competition
5.12(c)	Specific Purchased Contracts
5.12(d)	Related Party Contracts
5.12(e)	Top Ten Broker Contracts
5.14(d)	Employee Claims
5.14(f)	Employment Compliance
5.15	Litigation
5.16(c)	Material Proceedings or Investigations of Governmental Bodies
7.1(a)(i)	Exceptions to Ordinary Course of Business
7.2(b)(i)	Conduct of Business Pending Closing
12.8(A)	Knowledge of Seller
Exhibits
A	Example of Calculation of Purchase Price
B	Calculation of Hedging Instruments Fair Market Value

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C	Servicing Rights Purchase and Sale Agreement
D	Subservicing Agreement
E	Form of Bill of Sale
F-1	Form of Assignment and Assumption Agreement for Purchased Contracts
F-2	Form of Assignment and Assumption Agreement for Office Leases
F-3	Form of Assignment and Assumption Agreement for Acquisition
	Contracts
F-4	Form of Joint Venture Interest Assignment and Acceptance Agreements
F-5	Form of Subsidiary Assignment and Acceptance Agreement
F-6	Non-Negotiable Promissory Note (Subsidiary)
G	Form of Opinion of Seller’s Counsel
H	Form of Lease for the Headquarters
I	Licensed Marks
J	Licensed Uses Policies
K	Form of Purchaser’s Opinion

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ASSET PURCHASE AGREEMENT

                    This ASSET PURCHASE AGREEMENT made as of June 3, 2008 (the “Agreement”) is hereby mutually agreed upon and entered into by and between MetLife Bank, National Association, a national banking association organized under the laws of the United States (“Purchaser”) and First Tennessee Bank National Association, a national banking association organized under the laws of the United States (“Seller”).

BACKGROUND

                    First Horizon Home Loans, an operating division of Seller (“FHHL”), presently conducts the business of marketing, soliciting, originating, selling, and servicing Mortgage Loans throughout the United States (the “Business”), and Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires to acquire and assume from Seller, certain of the assets and liabilities related to the Business, all as more specifically provided herein.

                    NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

          1.1     Certain Definitions.

                    For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

                    “Acquired Accounts Receivable” means all rights of Seller or FHHL to payment for goods sold or services rendered (other than Servicing Advances) to the extent relating to the Purchased Assets or the Assumed Liabilities.

                    “Acquisition Contracts” means those certain asset purchase agreements between Seller and certain third parties in which Seller acquired certain assets relating to the Business, as identified on Schedule 1.1.

                    “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of a majority of such Person’s outstanding voting securities, by contract or otherwise, and the terms “controlled by” and “under common control with” have correlative meanings.

                    “Agency” means Fannie Mae, Freddie Mac, Ginnie Mae, HUD, FHA, VA, FHLB or any State Agency, as applicable.

                    “Ancillary Agreements” means collectively the Servicing Rights Purchase and Sale Agreement; the Subservicing Agreement; the Transition Services Agreement; the Bill of Sale; the Lease for the Headquarters; Assignment and Assumption Agreement for Purchased Contracts; Assignment and Assumption Agreement for Office Leases; Assignment and Assumption Agreement for Acquisition Contracts; Joint Venture Interest Assignment and Acceptance Agreements in the form attached as Exhibit F-4; Subsidiary Assignment and Acceptance Agreement in the form attached as Exhibit F-5; and Non-Negotiable Promissory Note (Subsidiary) in the form attached as Exhibit F-6.

                    “Applicable Law” means, as of the time of reference and as applicable, any Law or Order that is applicable to the Business. As used herein a state or local Law or Order may not be considered an Applicable Law and may not apply to Seller or Purchaser pursuant to the terms of the National Bank Act or regulations of the Office of the Comptroller of the Currency or federal case law interpreting the National Bank Act or regulations of the Comptroller of the Currency although the Parties mutually agree to comply with such state or local law or Order.

                    “Applicable Pipeline Requirements” means and includes, as of the time of reference, (i) all Applicable Laws; (ii) all contractual obligations of FHHL contained in a Pipeline Loan Document with respect to FHHL’s origination of Pipeline Loans; (iii) all applicable underwriting and servicing guidelines of the Seller or FHHL; (iv) all Orders; and (v) all other applicable requirements and guidelines, including without limitation requirements or guidelines related to the procurement of settlement services (e.g., appraisals, title insurance or alternative title products, and insurance), of each Governmental Body, Agency, Insurer, and Investor relating to the Pipeline Loans.

                    “Applicable Servicing Requirements” has the meaning assigned to such term in the Servicing Rights Purchase and Sale Agreement inclusive of any definitions incorporated in such term in the Servicing Rights Purchase and Sale Agreement.

                    “ARM Loan” means a Mortgage Loan with an adjustable rate or adjustable payment feature.

                    “Assignment and Assumption Agreement for Purchased Contracts” means the agreement between Purchaser and Seller describing the terms and conditions upon which Seller shall transfer certain of the Purchased Contracts and Assumed Liabilities associated with the Purchased Contracts to Purchaser, a form of which is attached as Exhibit F-1.

                    “Assignment and Assumption Agreement for Office Leases” means the agreement between Purchaser and Seller describing the terms and conditions upon which Seller shall transfer certain of the Real Property Leases and Assumed Liabilities associated with the Real Property Leases to Purchaser, a form of which is attached as Exhibit F-2.

                    “Assignment and Assumption Agreement for Acquisition Contracts” means the agreement between Purchaser and Seller describing the terms and conditions upon which Seller shall transfer certain of the rights arising under the Acquisition Agreements and certain Assumed Liabilities relating to the Acquisition Contracts to Purchaser, a form of which is attached as Exhibit F-3.

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                    “Bank Branch” means an office of Seller that qualifies as a “branch” pursuant to 12 U.S.C. § 36.

                    “Bill of Sale” means the agreement between Purchaser and Seller describing the terms and conditions upon which Seller shall transfer certain of the Purchased Assets to Purchaser, a form of which is attached as Exhibit E.

                    “Book Value” means the value accorded to a particular asset or liability as reflected on the books and records of Seller, calculated in accordance with GAAP applied on a consistent basis with the same accounting principles and practices used by Seller in the Ordinary Course of Business (but only to the extent consistent with GAAP).

                    “Branch Office” means an operating branch office of FHHL or a FHHL office in which custodial, administrative, or managerial activities are conducted in connection with the Business.

                    “Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions in the states where the parties are located are authorized or obligated by Applicable Law or executive order to be closed.

                    “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

                    “Code” means the Internal Revenue Code of 1986, as amended.

                    “Consents” shall mean any consents, registrations, approvals, declarations, Permits, expiration of any applicable waiting periods or authorizations.

                    “Contract” means any contract, agreement, indenture, note, bond, loan, instrument, lease, commitment or other arrangement or understanding, whether written or oral.

                    “Documents” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, customer lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials related to the Business and the Purchased Assets, in each case whether or not in electronic form.

                    “Employee” means all individuals (including common law employees, independent contractors and individual consultants), as of the date hereof, who are employed by (or, with respect to any independent contractor or individual consultant, contract with) Seller and assigned to FHHL to perform services in connection with the Business, together with individuals who are hired by FHHL in respect of the Business after the date hereof.

                    “Employee Benefit Plan” means each “employee pension benefit plan” as defined in Section 3(2) of ERISA, (B) each “employee welfare benefit plan” as defined in Section 3(1) of

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ERISA, and (C) each employment, bonus or other incentive compensation, stock option, stock purchase, stock or other equity-related award, restricted stock, phantom stock, deferred compensation, profit-sharing, severance pay, change in control, retention, salary continuation, sick leave, vacation pay, leave of absence, paid time off, loan, educational assistance, legal assistance, and other material fringe benefit plan, program, agreement, arrangement or commitment, whether written or unwritten, which is sponsored, maintained, contributed to or required to be contributed to by Seller on behalf of any Employee or former Employee.

                    “Environmental Law” means any foreign, federal, state or local statute, regulation, ordinance, rule of common law or other legal requirement as now or hereafter in effect in any way relating to the protection of human health and safety, the environment or natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 etseq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 etseq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 etseq.), the Clean Water Act (33 U.S.C. § 1251 etseq.), the Clean Air Act (42 U.S.C. § 7401 etseq.), the Toxic Substances Control Act (15 U.S.C. § 2601 etseq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 etseq.), and the Occupational Safety and Health Act (29 U.S.C. § 651 etseq.), as each has been or may be amended and the regulations promulgated pursuant thereto.

                    “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

                    “Evaluated Business Assets” means all assets of the Business relating to the Evaluated Business, including Branch Offices, Furniture and Equipment, and Intellectual Property.

                    “Evaluated Business” means Seller’s One-Time Close division of the Business.

                    “Excluded Employee” means an Employee that is not a Transferred Employee.

                    “Fannie Mae” means the Federal National Mortgage Association (FNMA), or any successor thereto.

                    “Fed Funds Rate” means, for any date, the weighted average of the rates set forth in the weekly statistical release H.15(519) (or any successor publication) published by the Board of Governors of the Federal Reserve System opposite the caption “Federal Funds (Effective).”

                    “FHA” means Federal Housing Administration or any successor thereto.

                    “FHA Loans” means residential mortgage loans that are insured, or are eligible and intended to be insured, by FHA.

                    “Freddie Mac” means the Federal Home Loan Mortgage Corporation (FHLMC), or any successor thereto.

                    “FT/E Mortgage” means FT/E Mortgage Solutions, LLC, a Delaware limited liability company.

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                    “FT Real Estate” means FT Real Estate Information Mortgage Solutions, Inc., a Delaware corporation and indirect subsidiary of Seller.

                    “Furniture and Equipment” means all furniture, fixtures, furnishings, equipment, vehicles, leasehold improvements and all other fixed assets owned or leased by FHHL in the conduct of the Business, including artwork, desks, chairs, tables, Hardware, copiers, telephone lines and numbers, telecopy machines and other telecommunication equipment, cubicles and miscellaneous office furnishings and supplies.

                    “GAAP” means U.S. generally accepted accounting principles, consistently applied.

                    “Ginnie Mae” means Government National Mortgage Association (GNMA), or any successor thereto.

                    “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, national, supranational, state, provincial, or local, or any similar government, governmental, regulatory or administrative agency, commission, instrumentality or authority thereof (including without limitation the Federal Reserve Board and any Agency), or any court, tribunal, judicial or arbitrator (public or private), or self-regulatory organization.

                    “Hardware” means any and all computer and computer-related hardware, including computers, file servers, facsimile servers, scanners, color printers, laser printers and networks used in the Business.

                    “Hazardous Material” means any substance, material or waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as “hazardous,” “toxic,” “pollutant,” “contaminant,” “radioactive,” or words of similar meaning or effect, including, without limitation, petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold or other fungi, and urea formaldehyde insulation.

                    “Headquarters” means the principal office location of FHHL located at 4000 Horizon Way, Irving, Texas 75063.

                    “Hedging Instruments” means all interest rate swaps, caps, floors, collars and option agreements or other interest rate risk management arrangements entered into between Seller and a third party in connection with the Business.

                    “Hedging Instruments Fair Market Value” means the fair market value of the Purchased Hedging Instruments, calculated in accordance with Exhibit B.

                    “HUD” means the United States Department of Housing and Urban Development or any successor thereto.

                    “Independent Accountant” means an independent nationally recognized auditing firm selected by the Seller and Purchaser that is not the independent auditing firm for either the Purchaser or the Seller.

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                    “Insurer” means a Person who insures or guarantees all or any portion of the risk of Loss on any Mortgage Loan or Pipeline Loan, including any Agency, any private mortgage insurer and any insurer or guarantor under any standard hazard insurance policy, any federal flood insurance policy, earthquake insurance policy, title insurance policy or alternative title product, or any other insurance policy applicable to any Mortgage Loan, Pipeline Loan or related Mortgaged Property, and any successor thereto.

                    “Intellectual Property” means all right, title and interest in or relating to intellectual property and industrial property, whether protected, created or arising under the Laws of the United States or any other jurisdiction, including: (i) all patents and applications therefor, including all continuations, divisionals, and continuations-in-part thereof and patents issuing thereon, along with all reissues, reexaminations and extensions thereof (collectively, “Patents”), (ii) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, corporate names, trade styles, logos and other source or business identifiers and general intangibles of a like nature, along with all applications, registrations, renewals and extensions thereof (collectively, “Marks”), (iii) all Internet domain names, (iv) all copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof (collectively, “Copyrights”), (iv) trade secrets (“Trade Secrets”), (v) all other intellectual property and industrial property rights arising from or relating to Technology, and (vi) all Contracts granting any right relating to or under the foregoing.

                    “Intellectual Property Licenses” means (i) any grant to a third Person of any right relating to or under Seller’s Intellectual Property and (ii) any grant to Seller of any right relating to or under any third Person’s Intellectual Property that is related to or used in connection with the Business.

                    “Intellectual Property Platform” means the Seller’s and FHHL’s computer systems, networks, hardware, Software, databases, Internet web sites and equipment used to process, store, maintain and operate data, information and functions to the extent used primarily in connection with the Business, including systems to operate billing/receivables, payables, inventory, asset tracking and customer service functions, other than the Excluded Assets; provided, that with respect to any versions, updates, corrections, enhancements and modifications to any Software constituting part of the Intellectual Property Platform, only the versions, updates, corrections, enhancements and modifications held by or in the possession of Seller or FHHL shall be deemed to be included in the “Intellectual Property Platform”.

                    “Investor” means any private investor, Agency or any other Person who owns or holds Mortgage Loans or any interest therein, serviced or subserviced by Seller or FHHL pursuant to a Servicing Agreement, as applicable, singly or in the aggregate.

                    “IRS” means the Internal Revenue Service.

                    “Joint Venture Entities” means collectively, TCS, TMS, FT/E Mortgage, and JV Mortgage.

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                    “Joint Venture Interest Assignment and Acceptance Agreements” means collectively, the agreements between Purchaser and Seller or Purchaser and an Affiliate of Seller in which the JV Interests will be transferred to Purchaser, a form of which is attached as Exhibit F-4.

                    “JPMorgan” means JPMorgan Chase & Co., or any Affiliate thereof.

                    “JV Interests” means the membership interests in FT/E Mortgage and JV Mortgage owned by Seller and all of the limited partnership interests of TCS and TMS owned by FT Real Estate.

                    “JV Mortgage” means JV Mortgage Solutions, LLC, a Delaware limited liability company.

                    “Law” means any federal, state, local, municipal, foreign, international, multinational, or other constitution, law, rule, standard, requirement, administrative ruling, order, ordinance, principle of common law, legal doctrine, code, regulation, statute, treaty or process, including, without limitation, those relating to consumer credit and mortgage lending, selling, servicing, brokering or securitizing (including but not limited to the Real Estate Settlement Procedures Act, the federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Home Mortgage Disclosure Act, the Federal Trade Commission Act, the Gramm-Leach-Bliley Act and all applicable state laws related to the foregoing) and laws covering predatory lending, fair housing and unfair and deceptive practices, the Code, state adaptations of the Uniform Commercial Code and the Uniform Consumer Credit Code, any Environmental Law, ERISA and the Securities Laws.

                    “Legal Proceeding” means any judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or any proceedings by or before a Governmental Body, including any civil, criminal, investigative or informal actions, audits, demands, claims, hearings, litigations, disputes, inquiries, investigations or other proceedings of any kind or nature.

                    “Liability” means any debt, Loss, damage, adverse claim, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including all reasonable costs and expenses relating thereto.

                    “Lien” means any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement, encumbrance or any other restriction or limitation whatsoever.

                    “Loss” or “Losses” means any and all actual losses, damages, deficiencies, claims, costs or expenses, including without limitation, reasonable attorneys' fees and disbursements and out-of-pocket costs and expenses that are reasonable and documented.

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                    “Material Adverse Effect” means (i) a material adverse effect on the business, condition (financial or otherwise), assets, or results of operations of the Business, taken as a whole, or (ii) a material impairment of, or delay in, Seller’s ability to effect the transactions contemplated herein or to perform its obligations under this Agreement; provided, that none of the following shall be deemed to constitute or shall be taken into account in determining whether there has been a Material Adverse Effect: (a) any event, circumstance, change or effect arising out of or attributable to changes in the economy or securities, credit, or financial markets, including, prevailing interest rates and market conditions, generally in the United States or that are the result of acts of war or terrorism, except to the extent any of the same materially disproportionately adversely affects the Business as compared to other companies in the industry in which the Business operates, (b) changes in, or in the application of, GAAP, or (c) changes in Applicable Laws except to the extent any of the same materially disproportionately adversely affects FHHL as compared to other companies in the industry in which FHHL operates.

                    “Mortgage Instrument” means any deed of trust, security deed, mortgage, security agreement or any other instrument which constitutes a lien on real estate securing payment by a Mortgagor of a Mortgage Note.

                    “Mortgage Loan” means any loan that is, or upon closing or funding, will be, evidenced by a Mortgage Instrument securing payment by a Mortgagor of a Mortgage Note.

                    “Mortgage Note” means the promissory note executed by a Mortgagor and secured by a Mortgage Instrument evidencing the indebtedness of the Mortgagor under a Mortgage Loan.

                    “Mortgaged Property” means a fee simple property (or such other estate in real property as is commonly accepted as collateral for mortgage loans that are subject to secondary mortgage sales or securitizations) that secures a Mortgage Note and that is subject to a Mortgage Instrument.

                    “Mortgagor” means any obligor under a Mortgage Note or a Mortgage Instrument.

                    “National Sales Support” means a division of the Business that is principally engaged in consumer direct telemarketing to existing and prospective customers.

                    “One Time Close” means a division of the Business that is principally engaged in construction to permanent financing for Mortgagors for the construction or rehabilitation of a residence.

                    “Order” means any order, injunction, judgment, decree, ruling, writ, assessment, agreement, directive, memorandum of understanding, commitment, or arbitration award of or with a Governmental Body.

                    “Ordinary Course of Business” means the ordinary and usual course of normal day-to-day operations of the Business through the date hereof consistent with past practice (including consistent with FHHL’s credit and underwriting policies as applicable).

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                    “Paid-Off Loan” means a mortgage loan or any other type of loan that, as at any time as of or prior to Closing, has been owned and/or serviced (including, without limitation, master servicing and subservicing) by the Seller or FHHL (including any predecessor in interest) and has been paid off, foreclosed, or otherwise liquidated.

                    “Party or Parties” means Seller and Purchaser.

                    “Permits” means any approvals, authorizations, Consents, licenses, permits or certificates of a Governmental Body.

                    “Permitted Exceptions” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance which have been made available to Purchaser; (ii) statutory liens for current Taxes, assessments or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings or the making of appropriate demands, notices or filings; provided that an appropriate reserve is established therefor against the carrying amount of the related assets; (iii) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Ordinary Course of Business that are not material to the business, operations and financial condition of the Business that are not resulting from a breach, default or violation by Seller of any Contract or Applicable Law that (a) are not overdue for a period of more than 60 days and (b) are not in excess of $25,000 in the case of a single property or $250,000 in the aggregate at any time; and (iv) minor survey exceptions, reciprocal easement agreements and other customary encumbrances on title to real property that (a) do not render title to the property encumbered thereby unmarketable and (b) do not, individually or in the aggregate, materially detract from the value of or materially interfere with the value of or the use of such property for its current and anticipated purposes

                    “Person” means an individual, a corporation, a partnership, a limited liability company, a joint venture, a trust, an unincorporated association or organization, or a government body, agency or instrumentality.

                    “Pipeline Loans” means applications in process for residential mortgage loans to be made by Seller which (x) for purposes of calculating the Purchase Price have been registered and designated as price protected on Seller’s residential mortgage loan origination system and (y) for all other purposes, whether or not registered or designated as price protected on the Seller’s residential mortgage loan origination system and, in either case, which have not closed or funded as of the Closing Date, each of which is identified on the Pipeline Loan Tape; provided, however, that in no event shall the term “Pipeline Loans” include any applications in process for residential mortgage loans received in the One Time Close division of the Business.

                    “Pipeline Loan Documents” means the documents relating to Pipeline Loans required by Applicable Pipeline Requirements to originate the Pipeline Loans, whether on hard copy, microfiche or its equivalent or in electronic format and, to the extent required by Applicable Pipeline Requirements, credit and closing packages and disclosures.

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                    “Pipeline Loan Tape” means, with respect to the Pipeline Loans, an electronic data file to be dated as of the day immediately prior to the Closing Date and furnished by Seller to Purchaser on such day in connection with the transactions contemplated by this Agreement.

                    “Post-Closing Period” means any taxable period (or portion thereof) beginning after the Closing Date.

                    “Prepaid Assets” means all security deposits (including security for rent, electricity, telephone or otherwise) and prepaid charges and expenses, including any prepaid rent, prepaid insurance premiums, prepaid utility expenses and interest reflected on Seller’s books and records with respect to the Business.

                    “Previously Disposed of Loans” means mortgage loans or any other type of loans or loan servicing rights that, at any time as of or prior to Closing, the Seller or any predecessor in interest of the Seller owned and subsequently sold, transferred, conveyed or assigned and for which the Seller retains a contingent liability to third parties for failure to originate, service, sell, securitize, or otherwise handle such loans or servicing rights in accordance with the then current applicable Investor or Insurer requirements or Applicable Laws, including, without limitation, the obligation to repurchase or indemnify the purchaser pursuant to the applicable loan or servicing purchase agreement.

                    “Real Property Lease” means a lease for real property in which Seller or its Affiliate is a lessee for a Branch Office where the leased real property is used entirely as a Branch Office and a sublease for a portion of real property in which Seller or its Affiliate is a lessee for a Branch Office where the subleased portion of the real property is used entirely as a Branch Office.

                    “Recourse” has the meaning assigned to such term in the Servicing Rights Purchase and Sale Agreement inclusive of any definitions incorporated in such term in the Servicing Rights Purchase and Sale Agreement.

                    “REO” means a Mortgaged Property acquired by FHHL through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in connection with the default or imminent default of a Mortgage Loan.

                    “Representatives” means each of the parties and their attorneys, accountants, officers and other authorized representatives.

                    “Securities Laws” means the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Investment Company Act of 1940, as amended; the Investment Advisers Act of 1940, as amended; the Trust Indenture Act of 1939, as amended; the rules and regulations of the Securities and Exchange Commission promulgated thereunder, including without limitation Regulation AB, and state securities or “blue sky” laws.

                    “Servicer” has the meaning assigned to such term in the Servicing Rights Purchase and Sale Agreement inclusive of any definitions incorporated in such term in the Servicing Rights Purchase and Sale Agreement.

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                    “Servicing Advance” has the meaning assigned to such term in the Servicing Rights Purchase and Sale Agreement inclusive of any definitions incorporated in such term in the Servicing Rights Purchase and Sale Agreement.

                    “Servicing” has the meaning assigned to such term in the Servicing Rights Purchase and Sale Agreement inclusive of any definitions incorporated in such term in the Servicing Rights Purchase and Sale Agreement.

                    “Servicing Agreement” has the meaning assigned to such term in the Servicing Rights Purchase and Sale Agreement inclusive of any definitions incorporated in such term in the Servicing Rights Purchase and Sale Agreement.

                    “Servicing Rights” has the meaning assigned to such term in the Servicing Rights Purchase and Sale Agreement inclusive of any definitions incorporated in such term in the Servicing Rights Purchase and Sale Agreement.

                    “Servicing Rights Purchase and Sale Agreement” means the agreement between Purchaser and Seller describing the terms and conditions upon which certain identified Servicing Rights owned by Seller shall be sold to Purchaser, a form of which is attached hereto as Exhibit C.

                    “Software” means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, and (iv) all documentation including user manuals and other training documentation related to any of the foregoing.

                    “State Agency” means any state agency or regulatory authority with authority to regulate the activities of FHHL relating to the origination or servicing of Mortgage Loans or Pipeline Loans, determine the investment or servicing requirements with regard to mortgage loan origination, purchasing, servicing, master servicing or certificate administration performed by FHHL, or otherwise participate in or promote mortgage lending.

                    “Subserviced Loan” means each Mortgage Loan which Purchaser shall subservice subject to the Subservicing Agreement.

                    “Subservicing Agreement” means the agreement between Purchaser and Seller describing the terms and conditions in which Purchaser shall subservice Subserviced Loans, a form of which is attached as Exhibit D.

                    “Subsidiary” means Federal Flood Certification Corporation.

                    “Subsidiary Assignment and Acceptance Agreement” means the agreement between Purchaser and Seller in which the Subsidiary Stock will be transferred to Purchaser, a form of which is attached as Exhibit F-5.

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                    “Subsidiary Stock” means all of the outstanding equity interests of Subsidiary.

                    “Tax” or “Taxes” means (i) any and all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever imposed or administered by any Taxing Authority, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (i), and (iii) any Liability in respect of any items described in clauses (i) and/or (ii) payable by reason of contract, assumption, transferee Liability, operation of law, Treasury Regulation Section 1.1502 -6(a) (or any predecessor or successor thereof or any analogous or similar provision under law) or otherwise.

                    “Taxing Authority” means the U.S. Internal Revenue Service and any other Governmental Body responsible for the administration of any Tax.

                    “Tax Contest” means a notice of deficiency, proposed adjustment, assessment, inquiry, audit, examination, or any administrative or judicial proceeding involving any matter relating to Taxes or Tax Returns.

                    “Tax Return” means any return, report or statement required to be filed with respect to any Tax (including any attachments thereto, and any amendment thereof) including, but not limited to, any information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes Seller, any of the Subsidiaries, or any of their Affiliates.

                    “TCS” means Total Credit Services, L.P., a Delaware limited partnership.

                    “Technology” means, collectively, all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, that are used in, incorporated in, embodied in, displayed by or relate to, or are used in connection with the foregoing.

                    “Third Party Claim” means any Legal Proceeding by a third party.

                    “TMS” means Total Mortgage Solutions, L.P. , a Delaware limited partnership.

                    “Transition Services Agreement” means an agreement pursuant to which Seller will provide, or cause its Affiliates to provide, certain transition services to Purchaser following the Closing Date and Purchaser will provide, or cause its Affiliates to provide, certain transition

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services to Seller following the Closing Date, in form and substance which is mutually agreed to by Seller and Purchaser.

                    “VA” means the United States Department of Veterans Affairs and any successor thereto.

                    “WARN” means the Worker Adjustment and Retraining Notification Act of 1988, as amended.

          1.2     Terms Defined Elsewhere in this Agreement.

          For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

Term	Section
Acquisition Proposal	7.2(b)(xvii)
Agreement	Recitals
Antitrust Laws	7.4(b)
Assumed Liabilities	2.3
Balance Sheet Data	5.4(a)
Balance Sheet Date	5.4(a)
Business	Recitals
Cap	10.4(f)
Closing	4.1
Closing Date	4.1
Closing Payment	3.3
Competing Business	7.10(b)
Copyrights	1.1 (in Intellectual Property definition)
Correspondent	7.10(a)(iii)
Deductible	10.4(a)
Diligence Materials	5.25
Disclosure Memorandum	12.9
Dispute Notice	3.5(d)
Employee Release	8.2
ERISA Affiliate	5.13(a)
Estimated Closing Balance Sheet	3.2
Estimated Purchase Price	3.2
Excluded Assets	2.2
Excluded Branch Offices	2.2(c)
Licensed Excluded IP/IT	7.9(f)
Excluded Liabilities	2.4
FHHL	Recitals
FIRPTA Certificate	9.1(i)
Fixed Assets Inventory	7.15
Final Calculation Statement	3.5(c)
Final Purchase Price	3.5(e)

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Term	Section
Knowledge of Purchaser	12.8(b)
Knowledge of Seller	12.8(a)
Licensed Marks	7.9(b)
Licensed Uses	7.9(b)
Marks	1.1 (in Intellectual Property definition)
Monthly Unaudited Company	7.14
Financial Sheet
Mortgage Production Office	7.10(a)(v)
Nonassignable Assets	2.5(c)
Other Data	5.4(a)
Patents	1.1 (in Intellectual Property definition)
Paying Party	11.1
Property Taxes	11.2
Prospective Transferred Employee	8.1(a)
Purchased Assets	2.1
Purchased Branch Offices	2.1(h)
Purchased Contracts	2.1(i)
Purchased Fixed Assets	2.1(b)
Purchased Hedging Instruments	2.1(g)
Purchased Intellectual Property	2.1(d)
Purchased Prepaid Assets	2.1(c)
Purchase Price	3.1
Purchase Price Adjustment	3.4
Purchaser	Recitals
Purchaser Benefit Plans	8.1(e)
Purchaser Documents	6.2
Purchaser Warehouse Line of Credit`	7.19
Related Party	5.12(d)
Reporting Party	11.1
Residential Mortgage Loans	7.10(b)
Resolution Period	3.5(d)
Retail	7.10(a)(iv)
Seller	Recitals
Seller Documents	5.2
Seller Patents	7.9(g)
Seller Retained Trade Names	7.9
Straddle Tax Period	11.5
Survival Period	10.1
Third Party Claim	10.3(b)
Trade Secrets	1.1 (in Intellectual Property definition)
Transfer Taxes	11.1
Transferred Employees	8.1(a)
Transferred Mortgage Loans	7.10(d)
Wholesale	7.10(a)(ii)

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          1.3     Other Definitional and Interpretive Matters

          (a)      Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

                    Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

                    Dollars. Any reference in this Agreement to $ shall mean U.S. dollars.

                    Exhibits/Schedules. The Exhibits and Disclosure Memorandum to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. Any capitalized terms used in the Disclosure Memorandum or any Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

                    Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

                    Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

                    Herein. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

                    Including. The word “including” or any variation thereof means “including,without limitation” and shall not be construed to limit any general statement that it follows to the specific items immediately following it.

          (b)      The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

          2.1     Purchase and Sale of Assets.

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          On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (or shall cause its designated Affiliate or Affiliates to) purchase, acquire and accept from Seller and its Affiliates, and Seller shall (and shall cause its Affiliates to) sell, transfer, assign, convey and deliver to Purchaser (or its designated Affiliate or Affiliates) all of Seller’s and its Affiliates’ right, title and interest of whatever kind and nature, real or personal, whether owned, leased, or licensed, or in which Seller or FHHL otherwise have an interest (but only to the extent of such interest) in, to and under the Purchased Assets, free and clear of all Liens except, in the case of tangible property, for Permitted Exceptions. “Purchased Assets” shall mean each of the following assets:

          (a)      Pipeline Loans and all prepaid fees and deposits related to Pipeline Loans;

          (b)      all Furniture and Equipment used in the Purchased Branch Offices and the Headquarters, other than the Furniture and Equipment that is specifically listed as an Excluded Asset (the “Purchased Fixed Assets”);

          (c)      all Prepaid Assets relating to the Purchased Branch Offices and the Headquarters (the “Purchased Prepaid Assets”);

          (d)      Intellectual Property identified on Schedule 2.1(d) of this Agreement (the “Purchased Intellectual Property”);

          (e)      the Intellectual Property Platform;

          (f)      subject to Section 2.5, certain specific rights set forth in the Assignment and Assumption Agreement for Acquisition Contracts, a form of which is attached hereto as Exhibit F-3.

          (g)      all Hedging Instruments that are related to the other Purchased Assets (the “Purchased Hedging Instruments”);

          (h)      subject to Section 2.5, all rights of Seller under each Real Property Lease for the Branch Offices listed on Schedule 2.1(h), together with all improvements, fixtures and other appurtenances thereto and rights in respect thereof (the “Purchased BranchOffices”);

          (i)      subject to Section 2.5, all of Seller’s right and interest to the Contracts identified on Schedule 2.1(i), including all claims or causes of action with respect to such Contracts (the “Purchased Contracts”);

          (j)      all Documents that are used in or related to the Purchased Assets,

          (k)      all files, books of account, general, and financial records that are related to or used primarily in connection with the Purchased Assets or the Business, including, if permissible under Applicable Servicing Requirements, all customer information and data relating to Paid Off Loans and Previously Disposed Loans, subject to any restrictions on the use of such information by any Person, other than the documents set forth in Section2.2(r);

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          (l)       Subject to Section 8.2, all personnel files for Transferred Employees;

          (m)     To the extent assignable to Purchaser, all rights of Seller and its Affiliates under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors for the benefit of Seller or any Affiliate with respect to any Purchased Assets or Assumed Liabilities;

          (n)      any assignable Permit related to the Purchased Assets;

          (o)      all third party property and casualty insurance proceeds, and all rights to third party property and casualty insurance proceeds, in each case to the extent received or receivable after the Closing Date in respect of the Purchased Assets;

          (p)      all Acquired Accounts Receivable;

          (q)      subject to Section 2.5(c), the JV Interests;

          (r)      the Subsidiary Stock; and

          (s)      all other assets primarily used in the Business other than the Excluded Assets.

          2.2     Excluded Assets.

          Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Purchaser, and Seller or an Affiliate shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all of Seller’s assets that are not specifically included within the definition of Purchased Asset, including without limitation, each of the following assets:

          (a)      all assets that are not primarily used in the Business;

          (b)      all assets related to the portion of the loan origination Business wholly conducted within the State of Tennessee, in any Bank Branch, and in the Branch Offices listed on Schedule 2.2(b);

          (c)      all assets relating to offices that are not Purchased Branch Offices (the “Excluded Branch Offices”), including Furniture and Equipment, Prepaid Assets, and Real Estate Leases with respect to Excluded Branch Offices;

          (d)      all Furniture and Equipment listed on Schedule 2.2(d);

          (e)      all Intellectual Property that is not Purchased Intellectual Property or the Intellectual Property Platform, including the Intellectual Property listed on Schedule 2.2(e) that are specifically noted as Excluded Assets;

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          (f)      any and all Contracts that are not Purchased Contracts, including Contracts pursuant to which Seller previously sold or currently sells Mortgage Loans to Investors, including any amounts due from such Investors pursuant to such Contracts;

          (g)      the Headquarters;

          (h)      all Hedging Instruments that are not Purchased Hedging Instruments;

          (i)      Mortgage Loans held for sale, held to maturity, held in securitization trusts or held for investment;

          (j)      Mortgage Loans repurchased by Seller from any Investor;

          (k)      REO;

          (l)       cash, cash equivalents and restricted cash held in accounts owned by Seller or FHHL;

          (m)     investment securities available for sale (other than as specifically identified as Purchased Assets);

          (n)      any amount relating to Taxes as of, or for any period, or any portion thereof, preceding, the Closing Date (for the avoidance of doubt, such amounts shall include, without limitation, any deferred tax assets as of, or for any period, or any portion thereof, preceding, the Closing Date), of Seller;

          (o)      except as otherwise provided in Article XI, tax assets, claims for Tax refunds, Tax Returns and Tax workpapers;

          (p)      all Permits used by FHHL in the operation of the Business other than those pursuant to Section 2.1(n);

          (q)      all rights in connection with, and assets of, any Employee Benefit Plan, except to the extent otherwise provided in Article VIII hereof;

          (r)      subject to Section 11.3 hereof, all minute books, organizational documents, stock registers and such other books and records of Seller or any Affiliate as pertain to ownership, organization or existence of Seller and each Affiliate and duplicate copies of such records as are necessary to enable Seller and its Affiliates to prepare or file Tax Returns; and

          (s)      all assets relating to National Sales Support; and

          (t)      subject to Purchaser’s exercise of its rights pursuant to Section 7.17, the Evaluated Business Assets.

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          2.3     Assumption of Liabilities.

          On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing, the following liabilities of Seller and its Affiliates (collectively, the “Assumed Liabilities”):

          (a)      all obligations of Seller under the Pipeline Loans that arise out of or relate to the period after the Closing; provided that, except as otherwise provided in this Agreement, the Purchaser shall not assume (A) any Liability arising under any Pipeline Loan that is not assigned to the Purchaser at the Closing due to the failure to receive any Permit or Consent, except as provided in Section 2.5(c) or (B) any Liability relating to the conduct of the Business, or arising out of a breach of or non-performance under any Pipeline Loan, prior to the Closing;

          (b)      all Liabilities of Seller and its Affiliates under each Real Property Lease for the Purchased Branch Offices that arise out of or relate to the period after the Closing; provided that, except as otherwise provided in this Agreement, the Purchaser shall not assume (A) any Liability arising under any Real Property Lease that is not assigned to the Purchaser at the Closing due to the failure to receive any third party Permit or otherwise except as provided in Section 2.5(c) or (B) any Liability relating to the conduct of the Business, or arising out of a breach of or non-performance under any Real Property Lease, prior to the Closing;

          (c)      all Liabilities of Seller and its Affiliates under the Purchased Contracts that arise out of or relate to the period after the Closing; provided that (A) the Purchaser shall not assume any Liability arising under any Purchased Contract that is not assigned to the Purchaser at the Closing due to the failure to receive any third party Permit or otherwise except as provided in Section 2.5(c) and (B) the Purchaser shall not assume any Liability relating to the conduct of the Business, or arising out of a breach of or non-performance under a Purchased Contract, prior to the Closing;

          (d)      certain Liabilities of Seller under the Acquisition Contracts that arise out of or relate to the period after the Closing, as set forth in the Assignment and Assumption Agreement for Purchased Contracts;

          (e)      all Liabilities of Seller under the Purchased Hedging Instruments that arise out of or relate to the period after the Closing; provided that (A) the Purchaser shall not assume any Liability arising under any Purchased Hedging Instrument that is not assigned to the Purchaser at the Closing due to the failure to receive any third party Permit or otherwise except as provided in Section 2.5(c) and (B) the Purchaser shall not assume any Liability relating to the conduct of the Business, or arising out of a breach of or non-performance under a Purchased Hedging Instrument, prior to the Closing;

          (f)      all Liabilities that relate directly to the Purchased Assets and that arise out of or relate to the conduct of the Business by Purchaser after the Closing; and

          (g)      all Liabilities set forth on Schedule 2.3(g).

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          2.4     Excluded Liabilities.

          Purchaser will not assume or be liable for any Excluded Liabilities. “Excluded Liabilities” shall mean all Liabilities of Seller and its Affiliates arising out of or relating to the Business or the Purchased Assets prior to the Closing and all other Liabilities of Seller and its Affiliates other than the Assumed Liabilities, including the following Liabilities:

          (a)      all Liabilities in respect of any and all products (including Mortgage Loans) sold and/or services performed, actions, or omissions by Seller or its Affiliates prior to the Closing or any occurrence which occurred prior to the Closing Date;

          (b)      all Liabilities in connection with Paid-Off Loans and Previously Disposed Loans, except for any Liabilities that the Investor obligates the Purchaser to assume in order to acquire the related Servicing Rights but subject to Seller’s indemnification of Purchaser for such Liabilities in the Servicing Rights Purchase and Sale Agreement.

          (c)      all Liabilities arising out of, relating to or with respect to: (i) the employment or performance of services, or termination of employment or services by Seller or any of its Affiliates, of any individual employed by or engaged to provide services for or on behalf of Seller or any of its Affiliates prior to the Closing Date, including but not limited to any claims that relate to the period prior to the Closing Date, irrespective of whether such claims are made prior to or after the Closing Date; (ii) any compensation plan, program or contract of Seller; (iii) workers’ compensation claims against Seller or any of its Affiliates that relate to the period prior to the Closing, irrespective of whether such claims are made prior to or after the Closing or (iv) any Employee Benefit Plan;

          (d)      all Liabilities arising out of, under or in connection with the Excluded Real Property Leases and Excluded Contracts and, with respect to Purchased Contracts, Liabilities in respect of a breach by or default of Seller or any Affiliate accruing under such Purchased Contracts with respect to any period prior to Closing;

          (e)      all Liabilities arising out of, under or in connection with the Acquisition Contracts, except for those Liabilities being specifically assumed pursuant to the Assignment and Assumption Agreement for Acquisition Contracts;

          (f)      all Liabilities arising out of, under or in connection with any indebtedness of Seller or any of its Affiliates for borrowed money or any other indebtedness;

          (g)      all Liabilities for (i) Taxes of Seller and its Affiliates, (ii) Taxes that relate to the Purchased Assets or the Assumed Liabilities for taxable periods (or portions thereof) as of, or for any period, or any portion thereof, preceding, the Closing Date (for the avoidance of doubt, such amounts shall include, without limitation, any deferred tax liabilities as of, or for any period, or any portion thereof, preceding the Closing Date), including any Liabilities of Seller or any of its Affiliates for Taxes relating to consummation of the transactions contemplated by this Agreement, except as set forth in Sections 11.1 or 11.2, and (iii) payments under any Tax allocation, sharing, Tax reimbursement, or similar agreement (whether oral or written) which relate, in whole or in part, to any transaction or arrangement of Seller or its Affiliate in existence prior to the

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Closing Date. Seller shall remain liable for any Tax Liability enumerated in (i), (ii), and (iii) above without regard to whether Seller breached any of its representation or warranty herein or provided or made available to Purchaser any Tax-related disclosure pursuant to any provision of this Agreement or otherwise;

          (h)      all Liabilities in respect of any pending or threatened Legal Proceeding, or any claim arising out of, relating to or otherwise in respect of (i) the operation of the Business to the extent such Legal Proceeding or claim relates to such operation prior to the Closing, including any claim for preferential payment by a bankruptcy trustee in respect of payment received by Seller or its Affiliates prior to the Closing; (ii) any violation of any Applicable Law, rule, or regulation by Seller or FHHL; or (iii) any Excluded Asset;

          (i)       all Liabilities relating to any material dispute with any customer of the Business existing as of the Closing or based upon, relating to or arising out of events, actions, or failures to act prior to the Closing;

          (j)       any amounts due to Investors in the Mortgage Loans, including servicing premium rebates, purchase price premium rebates, repurchase amounts and indemnification payments;

          (k)      any amounts payable for securities purchased;

          (l)       all environmental Liabilities arising prior to the Closing Date with respect to the Purchased Assets;

          (m)     all Liabilities arising out of, under or in connection with National Sales Support and, with respect to National Sales Support, Liabilities in respect of a breach by or default of Seller or any Affiliate accruing under such Purchased Contracts with respect to any period prior to Closing;

          (n)      all fees, commissions and expenses payable to Milestone Advisors LLC and UBS Investment Bank;

          (o)      any amounts due to any Affiliate of Seller by Seller or an Affiliate of Seller; and

          (p)      all Liabilities arising out of, under or in connection with any Employees in Excluded Branch Offices, except for any Liabilities that arise out of or relate to the period after the Closing pertaining to Employees in Excluded Branch Offices who are Transferred Employees.

          2.5     Further Conveyances and Assumptions; Consent of Third Parties.

          (a)      From time to time following the Closing, subject to Section 8.2 of this Agreement, and except as prohibited by Applicable Law, Seller shall, or shall cause its Affiliates to, make available to Purchaser such data in personnel records of Transferred

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Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records.

          (b)      From time to time following the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, assets, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Seller Documents and to assure fully to Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the transactions contemplated hereby and thereby.

          (c)      Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, Seller’s ownership interest in the Joint Venture Entities, any certificate, approval, authorization or other right, which by its terms or by Applicable Law is nonassignable without the Consent of a third party or a Governmental Body of competent jurisdiction or is cancelable by a third party in the event of an assignment or purported assignment (“Nonassignable Assets”) unless and until such Consent shall have been obtained. Seller shall, and shall cause its Affiliates to, use its commercially reasonable efforts to, with the cooperation of Purchaser, obtain at the earliest practical date all Consents and approvals required to consummate the transactions contemplated by this Agreement. Other than with respect to fees relating to filings made under the Antitrust Laws which shall be paid by parties in accordance with Section 7.4(d), Purchaser shall not be required to pay any consideration in connection with obtaining or attempting to obtain any Consent. Other than with respect to fees relating to filings made under the Antitrust Laws which shall be paid by parties in accordance with Section 7.4(d) or as set forth on Schedule 3.4(A), Seller shall be responsible for payment and is required to pay any consideration in connection with obtaining or attempting to obtain any Consent required pursuant to this Agreement. To the extent permitted by Applicable Law, in the event Consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take or cause to be taken at Seller’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by Applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Nonassignable Assets and

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appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. Seller shall assign and Purchaser shall assume each Nonassignable Asset promptly upon Seller procuring the requisite Consent, and upon such assignment and assumption, such Nonassignable Asset shall be deemed a Purchased Asset and the obligations arising from such Nonassignable Asset from and after the date of assignment shall be deemed an Assumed Liability.

          (d)      The parties acknowledge that the list of Purchased Assets set forth in Section 2.1 and Assumed Liabilities in Section 2.3 is intended to include all assets and liabilities associated with the portion of the Business being purchased by Purchaser, except as specifically excluded in Sections 2.2 and 2.4. Five Business Days prior to the Closing Date, Seller shall deliver to Purchaser amendments to Schedules 2.1(d)(List of Purchased Intellectual Property), 2.1(h)(List of Purchased Branch Offices), and 2.1(i)(List of Purchased Contracts) to reflect the changes in such lists arising out of the Ordinary Course of Business from the date of this Agreement to the Closing Date in compliance with Section 7.2 of this Agreement, and the completion of Seller’s review of all Purchased Contracts to determine whether Consent is required for assignment. The amended schedules delivered to Purchaser, subject to Purchaser’s review and consent, which consent will not be unreasonably withheld, will thereby be incorporated into this Agreement and substituted in lieu of such schedules delivered as of the date of this Agreement.

          2.6     Purchase Price Allocation.

          Purchaser shall prepare one or more schedules allocating the Purchase Price (including, for these purposes, the purchase price paid for the acquired Servicing Rights) no later than sixty (60) days following the Closing. Seller shall have thirty (30) days to review such schedules and provide its comments to Purchaser. Seller and Purchaser shall cooperate and use their reasonable best efforts to agree upon a final allocation statement within ninety (90) days of the Closing. If Seller and Purchaser are unable to agree upon the allocation of such Purchase Price, the Purchase Price shall be allocated pursuant to arbitration pursuant to the Rules of the American Arbitration Association. The arbitration tribunal shall consist of three arbitrators knowledgeable in matters of federal taxation. One arbitrator shall be chosen by each of the parties who shall together choose a third arbitrator. The arbitration shall be conducted in the Dallas, Texas metropolitan area. The arbitration award shall be final and binding upon the parties and subject to no appeal, and shall deal with the question of costs of arbitration (including attorneys’ fees) and all matters related thereto. Judgment upon the arbitration award may be entered into any court having jurisdiction, or applications may be made to such court for an order for enforcement. Seller and Purchaser agree to prepare and file an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 (and, where applicable, Section 338(a)(10)) of the Code. To the extent that such Purchase Price is adjusted after the Closing Date, the parties agree to revise and amend the schedule and IRS Form 8594 in the same manner and according to the same procedure. The determination and allocation of the Purchase Price derived pursuant to this Section 2.6 shall be binding on Seller and Purchaser for all Tax reporting purposes.

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          2.7     Proration of Certain Expenses.

          Subject to Section 11.2 with respect to Taxes, all expenses and other payments in respect of all rents and other payments due under the Purchased Assets shall be prorated between Seller and its Affiliates, on the one hand, and Purchaser, on the other hand, as of the Closing Date. Seller shall be responsible for all rents (including any percentage rent, additional rent and operating expense reimbursements and escalations), charges and other payments of any kind accruing during any period under the Purchased Assets up to and including the Closing Date. Purchaser shall be responsible for all such rents, charges and other payments accruing during any period under the Purchased Assets after the Closing Date. Purchaser shall pay the full amount of any invoices received by it after the Closing and shall submit a request for reimbursement to Seller for Seller’s pro rata share of such expenses, along with any supporting documentation that Seller may reasonably request, and Seller shall pay the full amount of any invoices received by it and Purchaser shall reimburse Seller for Purchaser’s share of such expenses.

ARTICLE III

CONSIDERATION

          3.1     Purchase Price.

          The purchase price (the “Purchase Price”) shall be an amount equal to the sum of the following components:

          (a)      the Book Value of the following Purchased Assets as of the Closing Date:

          (i)      the Pipeline Loans, and all prepaid fees and deposits relating to the Pipeline Loans (an example of which Book Value calculation of the Pipeline Loans is set forth in Schedule 3.1(a)(i));

(ii)	the Purchased Fixed Assets;
(iii)	the Purchased Prepaid Assets;
(iv)	the Purchased Intellectual Property;
(v)	the Intellectual Property Platform;
(vi)	the Acquired Accounts Receivable;
(vii)	the JV Interests; and
(viii)	the Subsidiary Stock; PLUS

          (b)      the Hedging Instruments Fair Market Value; PLUS

          (c)      any amounts payable pursuant to the Non-Negotiable Promissory Note attached as Exhibit F-6; LESS

          (d)      the Book Value of the Assumed Liabilities as of the Closing Date; LESS

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          (e)      the Purchase Price Adjustment, calculated in accordance with Section 3.4.

          An example of the calculation of the Purchase Price is attached hereto as Exhibit A.

          3.2     Estimated Purchase Price.

          Seller shall furnish to Purchaser, at least five Business Days prior to the Closing, a balance sheet of the Business as of the date which is the last day of the month prior to the day before the Closing Date (the “Estimated Closing Balance Sheet”) and a statement detailing the estimated calculation of the Purchase Price (“Estimated Purchase Price”). The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except that the Estimated Closing Balance Sheet does not contain footnotes). The Estimated Purchase Price shall equal the following:

         (a)      the Book Value of the following Purchased Assets reflected on the Estimated Closing Balance Sheet:

          (i)      the Pipeline Loans and all prepaid fees and deposits relating to the Pipeline Loans;

(ii)	the Purchased Fixed Assets;
(iii)	the Purchased Prepaid Assets
(iv)	the Purchased Intellectual Property;
(v)	the Intellectual Property Platform;
(vi)	the Acquired Accounts Receivable;
(vii)	the JV Interests; and
(viii)	the Subsidiary Stock; PLUS

          (b)      the Hedging Instruments Fair Market Value; PLUS

          (c)      any amounts payable pursuant to the Non-Negotiable Promissory Note attached as Exhibit F-6; LESS

          (d)      the Book Value of the Assumed Liabilities reflected on the Estimated Closing Balance Sheet; LESS

          (e)      the Purchase Price Adjustment, calculated in accordance with Section 3.4.

          The Purchase Price shall be finally determined following the Closing in accordance with Section 3.5.

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          3.3     Closing Payment.

          Purchaser agrees to pay to Seller (the “Closing Payment”) the Estimated Purchase Price (excluding any amounts payable following Closing pursuant to the terms of the Non-Negotiable Promissory Note attached as Exhibit F-6, which shall be paid in accordance with such terms) at the Closing by wire transfer of immediately available funds to an account of Seller. Such account shall be designated by Seller to Purchaser at least five Business Days prior to the Closing.

          3.4     Purchase Price Adjustment.

          Purchaser and Seller agree that the Purchase Price shall be adjusted (the “Purchase Price Adjustment”) by an amount equal to (i) ten million dollars ($10,000,000), LESS (ii) costs incurred by Seller prior to the Closing Date as set forth on Schedule 3.4(A), which may be amended by Purchaser and Seller in writing prior to the Closing Date, (but specifically excluding those costs set forth on Schedule 3.4(B), which will not be deducted from (i)), LESS (iii) if the Closing Date occurs after July 31, 2008, an amount equal to (a) one million dollars ($1,000,000) multiplied by (b) the number of full calendar months plus the fractional portion of any calendar month occurring after July 31, 2008 and prior to the date on which the Closing Date occurs. For the avoidance of doubt, nothing in this Section 3.4 shall affect in any manner the parties’ rights and obligations set forth in Article IV with respect to the Closing Date and termination of this Agreement. The amount calculated in accordance with clause (iii) of the first sentence of this Section 3.4 shall be zero if the primary reason for the Closing Date occurring after July 31, 2008 is (1) Seller’s breach of this Agreement, (2) pursuant to Purchaser’s exercise of the Purchaser Extension in Section 4.3 and the Closing occurring on or before August 31, 2008, or (3) Purchaser’s inability to satisfy the condition specified in Section 9.1(g) hereof; provided, that Purchaser makes any required filings to initiate the process of applying for such Permits within three (3) Business Days after the date of this Agreement and uses its commercially reasonable efforts to obtain such Permits. Notwithstanding any other provision of this Agreement, in no event shall the amount calculated in accordance with such clause (iii) exceed five million dollars ($5,000,000). If the Purchase Price Adjustment is a positive number, then the Purchase Price Adjustment will reduce the Purchase Price pursuant to the calculation in Sections 3.1 and 3.2. If the Purchase Price Adjustment is a negative number, then the absolute value of the Purchase Price Adjustment will increase the Purchase Price pursuant to the calculation in Sections 3.1 and 3.2.

          3.5     Final Purchase Price Calculation.

          Upon the earlier to occur of (i) the Parties’ agreement (or deemed agreement pursuant to Section 3.5(d)) with respect to the calculation of the Purchase Price and (ii) the delivery of any report of the Independent Accountant as provided in Section 3.5(e) with respect to the Purchase Price, as applicable:

          (a)      if the Estimated Purchase Price is greater than the Final Purchase Price, Seller shall pay to Purchaser, within five Business Days after the earlier to occur of the events described in clauses (i) and (ii) of the first sentence of this Section 3.5, the amount of the difference between the Estimated Purchase Price and Final Purchase Price, plus simple interest on the amount of such difference from the Closing Date to the date of payment at an interest rate equal to the Fed Funds Rate per annum by wire transfer of

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immediately available funds to such account or accounts of Purchaser as Purchaser specifies in writing to Seller in the manner specified herein for the delivery of notices; and

          (b)      if the Final Purchase Price is greater than the Estimated Purchase Price, then Purchaser shall pay to Seller, within five Business Days after the earlier to occur of the events described in clauses (i) and (ii) of the first sentence of this Section 3.5, the amount of the difference between the Final Purchase Price and the Estimated Purchase Price (excluding any amounts payable thereafter pursuant to the terms of the Non-Negotiable Promissory Note attached as Exhibit F-6, which shall be paid in accordance with such terms), plus simple interest on the amount of such difference from the Closing Date to the date of payment at an interest rate equal to the Fed Funds Rate per annum by wire transfer of immediately available funds to such account or accounts of Seller as Seller specifies in writing to the Purchaser in the manner specified herein for the delivery of notices.

          (c)      As soon as practicable after the Closing, but in no event later than 75 days after the Closing Date, Seller will prepare (or cause to be prepared) and deliver to Purchaser a calculation of the Purchase Price as of the Closing Date, calculated in accordance with the methodology used to calculate the Estimated Closing Balance Sheet set forth in Section 3.1 hereof (the “Final Calculation Statement”).

          (d)      Purchaser shall have 30 days from receipt of the Final Calculation Statement, to give Seller written notice of its objection to any item or calculation contained in the Final Calculation Statement specifying in reasonable detail all disputed items and the basis therefor (a “Dispute Notice”). If Purchaser concurs with the Final Calculation Statement or otherwise does not give Seller a Dispute Notice within such 30-day period, such Final Calculation Statement shall be deemed final and conclusive with respect to the determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement. If, however, Seller delivers to Purchaser a Dispute Notice objecting to any items or calculations contained in the Final Calculation Statement within the applicable 30-day period, the Parties shall meet within 30 days following the date of the Dispute Notice (in each case, the “Resolution Period”) and shall attempt in good faith to resolve such objections and any written resolution by them as to any disputed amount shall be deemed final and conclusive with respect to the determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement. Any amounts that were not timely disputed pursuant to a Dispute Notice (or if so disputed, subsequently resolved) may not be disputed. In all events the Final Calculation Statement shall be final and binding, except to the extent of those amounts timely identified in a Dispute Notice as disputed items in accordance with this paragraph.

          (e)      If the parties are unable to resolve Purchaser’s objections within the Resolution Period, then all amounts and issues remaining in dispute and Seller’s responses thereto will be submitted by Purchaser and Seller for review by the Independent Accountant. All Parties agree to execute, if requested by the Independent Accountant, a reasonable engagement letter with respect to the determination to be made by the Independent Accountant. The Independent Accountant will determine only those

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issues still in dispute at the end of the applicable Resolution Period and the Independent Accountant’s determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Accountant will be based solely on presentations with respect to such disputed items by Purchaser and Seller to the Independent Accountant and not on the Independent Accountant’s independent review. Each of Purchaser and Seller will use its commercially reasonable efforts to make its presentation as promptly as practicable following submission to the Independent Accountant of the disputed items, and each such Party will be entitled, as part of its presentation, to respond to the presentation of the other Party and any questions and requests of the Independent Accountant. Discovery shall be limited to documents designated by the Independent Accountant as necessary for it to assess the proper calculation of the Purchase Price, consistent with this Agreement. The Independent Accountant’s determination will be made within 30 days after its engagement (which engagement will be made no later than five Business Days after the end of the applicable Resolution Period), or as soon thereafter as possible, and will be set forth in a written statement delivered to Purchaser and Seller. The Final Calculation Statement, as finalized by the Independent Accountant shall be deemed final and conclusive with respect to the Purchase Price and shall be binding on Purchaser and Seller for all purposes under this Agreement. In deciding any matter, the Independent Accountant (A) will be bound by the provisions of this Section 3.5 and (B) may not assign a value to any item greater than the greatest value for such item claimed by either Purchaser or Seller or less than the smallest value for such item claimed by Purchaser or Seller. The fees and expenses of the Independent Accountant in resolving all such objections shall be borne by (A) Purchaser in an amount equal to the proportion of the total disputed amount that the Independent Accountant finds in favor of Seller and (B) Seller in an amount equal to the proportion of the total disputed amount that the Independent Accountant finds in favor of Purchaser. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Independent Accountant will be borne by the Party incurring such cost and expense. “Final Purchase Price” means the Purchase Price as finally adjusted in accordance with this Section 3.5.

ARTICLE IV

CLOSING AND TERMINATION

          4.1     Closing Date.

          Subject to the satisfaction of the conditions set forth in Sections 9.1 and 9.2 hereof (or the waiver thereof by the party entitled to waive that condition), the closing of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities provided for in Article II hereof (the “Closing”) shall take place at such place as the parties may mutually agree on July 31, 2008, subject to the exercise by Purchaser of the Purchaser Extension, as set forth in Section 4.3. The date on which the Closing shall be held is referred to in this Agreement as the “Closing Date”.

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          4.2     Termination of Agreement.

          This Agreement may be terminated prior to the Closing as follows:

          (a)      by mutual written consent of Seller and Purchaser;

          (b)      by Seller or Purchaser if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, it being agreed that the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence);

          (c)      by Purchaser, if there shall have been a material breach by Seller of any representation, warranty, covenant or agreement of Seller set forth in this Agreement, which breach would give rise to a failure of a condition set forth in Sections 9.1(a) or 9.1(b) and is incapable of being cured or, if capable of being cured, shall not have been cured within 30 days following receipt by Seller of notice of such breach from Purchaser; or

          (d)      by Seller, if there shall have been a material breach by Purchaser of any representation, warranty, covenant or agreement of Purchaser set forth in this Agreement, which breach would give rise to a failure of a condition set forth in Sections 9.2(a) or 9.2(b) and is incapable of being cured or, if capable of being cured, shall not have been cured within 30 days following receipt by Purchaser of notice of such breach from Seller.

          4.3     Purchaser Extension

          In the event all of the conditions to closing set forth in Article IX are fulfilled as of July 31, 2008, other than the conditions with respect to (i) the actions the respective Parties will take at the Closing itself, (ii) the approval by Ginnie Mae of Purchaser as an “issuer”, and (iii) the completion of the steps required by Purchaser to employ the Transferred Employees as of the Closing Date, Purchaser may elect to defer the Closing to August 31, 2008 by providing Seller notice of its election no later than July 25, 2008 (the “Purchaser Extension”). In the event Purchaser provides Seller notice of its election by July 25, 2008, the obligation of Purchaser to consummate the transactions contemplated by this Agreement shall not be subject to the conditions precedent set forth in Section 9.1 of this Agreement, but shall be subject only to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by Applicable Law):

          (a)      the representations and warranties of Seller set forth in this Agreement that are qualified as to materiality or that contain a Material Adverse Effect qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of July 31, 2008 as though made at and as of July 31, 2008, (except that with respect to the representations and warranties set forth in Sections 5.1(Organization; Valid Existence), 5.2(Authorization of Agreement),5.6(Title to Purchased Assets), 5.8(Taxes), 5.13(Employee Benefits), or 5.24(Sufficiencyof Assets), such representations and warranties shall be true and correct in all material respects, as of the date of this Agreement and the Closing Date, as though made at and as

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of the Closing Date) and except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality or that contain a Material Adverse Effect qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date);

          (b)      Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement or the Ancillary Agreements to be performed or complied with by it prior to the Closing Date;

          (c)      Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the effect that each of the conditions specified above in Sections 4.3(a)-(b) have been satisfied;

          (d)      there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby and no Legal Proceedings shall have been instituted or threatened or claim or demand made by any third party against Seller or Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby; provided, however, that with respect to a threat, claim, or demand, counsel for the affected party has concluded in its opinion that there is a credible basis for such threat, claim, or demand;

          (e)      Purchaser shall be approved by Ginnie Mae as an “issuer”;

          (f)      Seller shall have delivered, or caused to be delivered, to Purchaser the certificates, instruments, and documents set forth in Section 9.1(i), duly executed by Seller (or in the case of the opinion of counsel, duly executed by Seller’s counsel):

          4.4     Effect of Termination.

          In the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without Liability to Purchaser or Seller; except (a) as set forth in Sections 7.7, 12.1, 12.2, 12.3, 12.4, 12,6, 12.7, and 12.10 and (b) nothing in this Section 4.4 shall relieve Purchaser or Seller of any Liability for a willful breach of this Agreement prior to the effective date of such termination.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER

                    Seller hereby represents and warrants to Purchaser that:

          5.1     Organization; Valid Existence; Capitalization.

          Seller is a national banking association duly organized and validly existing under the laws of the United States of America, with full power and authority to conduct its business as it

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is now being conducted, to own or use the properties or assets that it purports to own or use. Each of the Joint Venture Entities and the Subsidiary is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate or entity power and authority to conduct its business as it is now being conducted, to own or use the properties or assets that it purports to own or use. Each of the Joint Venture Entities and the Subsidiary is duly qualified or otherwise authorized in all material respects as a foreign corporation to conduct its business and is in good standing in each jurisdiction where such authorization or qualification is required for the conduct of its business or the ownership of its assets, except where the failure to qualify would not have a material adverse effect on the operation of the business of the Joint Venture Entities or the Subsidiary. True, complete and correct copies of the organizational documents of each of the Joint Venture Entities and the Subsidiary as of the date of this Agreement have been previously made available to Purchaser. FT/E Mortgage is the general partner of TCS. JV Mortgage is the general partner of TMS. Section 5.1 of the Disclosure Memorandum sets forth a complete and accurate list of each Joint Venture Entity’s and the Subsidiary’s authorized equity interests and the number of equity units or shares which are issued and outstanding. No shares or equity units of any other class or series of equity any of the Joint Venture Entities or the Subsidiary are authorized, issued or outstanding. All of the shares or units of equity of each of the Joint Venture Entities and the Subsidiary have been duly and validly authorized and issued, and are fully paid and nonassessable. Seller owns of record and beneficially the shares or units of equity of each of the Joint Venture Entities and the Subsidiary listed in Section 5.1 of the Disclosure Memorandum free and clear of all Liens, including without limitation, any agreement, understanding or restriction affecting the voting rights or other incidents of record or beneficial ownership pertaining to the equity, other than the requirement to obtain the Consent of the other owners of the Joint Venture Entities prior to transfer of any ownership interests. There are no subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind outstanding for the purchase of, or any securities convertible or exchangeable for, any equity interests of any of the Joint Venture Entities and the Subsidiary. There are no restrictions upon the voting or transfer of any shares or units of equity of any of the Joint Venture Entities and the Subsidiary, subject to compliance with Securities Laws and subject to obtaining the Consent of the other owners of the Joint Venture Entities, pursuant to the charter or bylaws or other organizational documents of any of the Joint Venture Entities and the Subsidiary or any agreement or other instrument to which any of the Joint Venture Entities, the Subsidiary, Seller or any Affiliate of Seller is a party or by which the any of the Joint Venture Entities, the Subsidiary, Seller or any Affiliate of Seller is bound.

          5.2     Authorization of Agreement.

          Seller has all requisite power, authority and legal capacity to execute and deliver this Agreement and Seller has all requisite power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The approval of the shareholder of Seller is not required in connection with

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          the execution and delivery of this Agreement by Seller or the consummation of the transactions contemplated hereby. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing (other than such Seller Documents which are required to be duly and validly executed and delivered by Seller on a date after the Closing Date), duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, or the rights of creditors of depository institutions the accounts of which are insured by the FDIC, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

          5.3     Conflicts; Consents of Third Parties.

          (a)      Except as set forth in Section 5.3(a) of the Disclosure Memorandum, none of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Seller under, any provision of (i) the articles of association and bylaws or comparable organizational documents of Seller or any of the Joint Venture Entities and the Subsidiary; (ii) any material Contract or Permit to which Seller or any of the Joint Venture Entities and the Subsidiary is a party or by which any of the properties or assets of Seller or any of the Joint Venture Entities and the Subsidiary are bound; (iii) any Order of any Governmental Body of competent jurisdiction or by which any of the properties or assets of Seller are bound; or (iv) any Applicable Law.

          (b)      Except for filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of related waiting periods required by Section 7.4 of this Agreement, no material Consent, waiver, approval, Permit or authorization of, or filing with, or notification to, any Person or Governmental Body of competent jurisdiction is required on the part of Seller in connection with (i) the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby or (ii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Seller, except as set forth in Section 5.3(b) of the Disclosure Memorandum.

          (c)      Except as set forth in Section 5.3(c) of the Disclosure Memorandum, neither Seller nor FHHL is a party to or subject to any outstanding Order, agreement,

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memorandum of understanding or similar supervisory arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, any Governmental Body charged with the supervision or regulation of banks and their holding companies, or mortgage banking (including the Federal Reserve Board, the VA, FHA, Fannie Mae, Freddie Mac, Ginnie Mae, and HUD) or the supervision or regulation of Seller or FHHL relating to the Business. Neither Seller nor FHHL has been advised by any Governmental Body that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission relating to the Business and to the Knowledge of Seller, none are threatened to be issued or requested. Section 5.3(c) of the Disclosure Memorandum sets forth a brief description of each Order applicable to Seller, each of the Joint Venture Entities, the Subsidiary or FHHL relating to the Business or the Purchased Assets issued within the past three years. There is no Order applicable to Seller, the Joint Venture Entities, or the Subsidiary that currently restricts or will in the future restrict in any material respect the conduct of the Business, its credit policies, its management or its business, and none of them has received any communication requesting that they enter into any of the foregoing.

          (d)      Section 5.3(d) of the Disclosure Memorandum sets forth a list of each Permit required in connection with Seller’s consummation of the transactions contemplated by this Agreement.

          5.4     Financial Data.

          (a)      Seller has previously delivered to Purchaser certain unaudited balance sheet data (the “Balance Sheet Data”) of the Business, which, except as otherwise indicated, is as of April 30, 2008 (the “Balance Sheet Date”) and other financial and performance data of the Business, as of the dates and for the periods specified thereon (the “Other Data”). The Balance Sheet Data and the Other Data were prepared in good faith from the books and records of Seller and are accurate and complete in all material respects in relation to the Business taken as a whole, and fairly present, in all material respects, the information purported to be set forth therein. The Balance Sheet Data and the Other Data have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except that the Balance Sheet Data and the Other Data do not contain footnotes).

          (b)      The books of account and other financial records of the Business: (i) are in all material respects complete and correct and do not contain or reflect any material inaccuracies or discrepancies and (ii) have been maintained in all material respects in accordance with good business and accounting practices prepared on a basis consistent with the past practices of the Seller.

          (c)      Seller has conducted an assessment of internal control over financial reporting with respect to its business as of December 31, 2007 pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder by the Securities and Exchange Commission. Seller has provided to the Purchaser true and

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complete copies of all reports relating to the Business prepared in connection with such assessment or with Seller’s disclosure controls and procedures relating to the Business.

          5.5     No Undisclosed Liabilities.

          None of Seller, the Joint Venture Entities, or the Subsidiary has any indebtedness, obligations or Liabilities of any kind relating to the Business other than those (i) fully reflected in, reserved against or otherwise described in the Balance Sheet Data or the notes thereto; or (ii) that are immaterial to Seller, the Joint Venture Entities, and the Subsidiary, respectively, and incurred in the Ordinary Course of Business since the Balance Sheet Date.

          5.6     Title to Purchased Assets.

          Seller owns and has good title to each of the Purchased Assets, free and clear of all Liens other than Permitted Exceptions. Subject to receipt of the third party Permits and Consents, the Seller and FHHL have the right to sell, assign, transfer, convey and deliver the Purchased Assets to the Purchaser. Other than any Liens arising as a result of action by Purchaser, following the consummation of the transactions contemplated by this Agreement, the execution of the instruments of transfer contemplated by this Agreement and the receipt of the third party Permits, the Purchaser will own, with good, valid and marketable title, or lease, under valid and subsisting leases, or otherwise acquire the interests of Seller and FHHL in the Purchased Assets free and clear of any Liens, other than Permitted Exceptions. Upon consummation of the transactions contemplated by this Agreement, Purchaser will be the owner of the JV Interests and the Subsidiary Stock, free and clear of all Liens other than any Liens arising as a result of action by Purchaser.

          5.7     Absence of Certain Developments.

          Except as expressly contemplated by this Agreement or as set forth in Section 5.7 of the Disclosure Memorandum, since the Balance Sheet Date (i) each of Seller, the Joint Venture Entities, and Subsidiary has conducted the Business only in the Ordinary Course of Business; (ii) neither Seller not FHHL has incurred any material liability relating to the Purchased Assets other than in the Ordinary Course of Business; and (iii) there has not occurred any event, change, effect or circumstance that has had or is reasonably likely to have a Material Adverse Effect.

          5.8     Taxes.

          (a) (i) All material Tax Returns that are or were required to be filed by or with respect to Seller, any of the Joint Venture Entities, or any of their respective Affiliates, either separately or as a member of an affiliated, combined, consolidated or unitary group, have been filed on a timely basis (taking into account all extensions of due dates) in accordance with Applicable Law; (ii) all Tax Returns referred to in clause (i) are true and complete in all material respects; and (iii) all material amounts of Taxes due for the periods covered by such Tax Returns (whether or not shown on any Tax Return), including any Taxes payable pursuant to any assessment made by the IRS or other Taxing Authorities in respect of such periods, have been paid in full.

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          (b)     There is no material dispute or claim concerning any Tax liability of Seller, any of the Joint Venture Entities, or any of their respective Affiliates claimed or raised by any Taxing Authority in writing or of which any director or officer (or employee responsible for tax matters) of Seller is otherwise aware. All material deficiencies asserted or assessments made as a result of an examination of any Tax Return filed by Seller, any of the Joint Venture Entities, or any of their respective Affiliates have been paid in full, and no issues that were raised by any Taxing Authority in connection with any such examination are currently pending. Except as set forth in Section 5.8(b) of the Disclosure Memorandum, neither Seller, any of the Joint Venture Entities, nor any of their respective Affiliates has given or been requested to give a currently effective waiver (or is subject to such a waiver given by any other Person) of any statute of limitations relating to Taxes or agreed to any currently effective extension of time with respect to a Tax assessment or deficiency. No unresolved claim has ever been made by an authority in any jurisdiction in which Seller, any of the Joint Venture Entities, or any their respective Affiliates does not file Tax Returns that Seller, or any of the Joint Venture Entities, or any of their respective Affiliates is or may be subject to taxation in such jurisdiction.

          (c)     No Tax is required to be withheld pursuant to Section 1445 of the Code as a result of the transfer contemplated by this Agreement.

          (d)     There are no Liens, except for Permitted Exceptions, relating or attributable to Taxes with respect to, or in connection with, the Purchased Assets (including, for these purposes, the Servicing Rights). There is no basis for the assertion of any claim for Taxes (excluding Taxes of Purchaser and its Affiliates) which, if adversely determined, could reasonably be expected to result in the imposition of any Lien on the Purchased Assets or otherwise adversely affect Purchaser, the Business or Purchaser’s use of such assets.

          (e)     All material amounts of Taxes that Seller, any of the Joint Venture Entities, or any of their respective Affiliates is or was required by Applicable Law to withhold or collect have been duly withheld or collected and, to the extent required by Applicable Law, have been paid to the proper Governmental Body or other Person and all related Tax Returns, including Forms W-2 and 1099, have been properly completed and timely filed.

          (f)     Each of the Joint Venture Entities has been qualified as a domestic partnership under Section 7701(a)(2) and (4) of the Code since its inception and will be so qualified immediately prior to the Closing. Except as reflected in Section 5.8 of the Disclosure Memorandum, none of the Joint Venture Entities or Subsidiary has ever held an equity interest in any other legal entity formed under domestic or foreign law.

          (g)     Seller provided to Purchaser all federal, state, local and foreign Tax Returns filed with respect to each of the Joint Venture Entities and Subsidiary (provided that where Subsidiary was included in a consolidated or unitary Tax Return filed by Seller or Seller’s corporate parent, only pro-forma separate Tax Returns related to Subsidiary shall be provided to Purchaser) for taxable periods ending on or after

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December 31, 2003. Section 5.8(g) of the Disclosure Memorandum indicates such Tax Returns that have been audited and indicates those Tax Returns that currently are the subject of audit. Seller has delivered to Purchaser accurate and complete copies of all notices of deficiencies, notices of proposed adjustments, notices of assessments, revenue agent reports, closing agreements, settlement agreements, information document requests and other similar documents, notices, or correspondence having substantially the same effect that relate to any of the Joint Venture Entities or Subsidiary that Seller, any of the Joint Ventures, or any of their respective Affiliates (or any of their representatives) has received from, sent to, or entered into with the IRS or other Taxing authority for taxable periods ending on or after December 31, 2003.

          (h)     [Intentionally omitted.]

          (i)      None of the Joint Venture Entities or Subsidiary has engaged in a reportable transaction described in Treasury Regulation Section 1.6011 -4 or participated in any “tax shelter” within the meaning of Section 6111 of the Code, and none of the Joint Venture Entities or Subsidiary has any obligation to pay the Taxes (or gross-up such Taxes) of another Person pursuant to any tax sharing agreement or otherwise.

          (j)      There has been no waiver of any statute of limitations in respect of Taxes or Tax Returns of or in respect of Subsidiary, and there are no agreements or waivers to extend the period of assessment or collection of Taxes for or in respect of Subsidiary;

          (k)     Seller or Subsidiary, as the case may be, each (i) has disclosed on their federal income Tax Returns all positions therein, which, if not disclosed, could reasonably be expected to give rise to accuracy related penalties under Section 6662 against or in respect of Subsidiary, and (ii) has not taken positions that could reasonably be expected to give rise to accuracy related penalties under Section 6662(d)(2)(C) against or in respect of Subsidiary.

          (l)      Except as reflected in Section 5.8(l) of the Disclosure Memorandum, there is no obligation by Subsidiary to pay the Taxes of another Person pursuant to any tax sharing agreement or otherwise, or any obligation to pay the amount of Tax benefits or Tax refunds realized or received by or for Subsidiary (or an amount in reference to any such Tax benefits or Tax refunds realized or received by Subsidiary) to any former stockholder(s) or other Person(s), and Subsidiary has no liability for Taxes of any Person under Treasury Regulations Section 1.1502 -6 (or any similar provision of state, local, or foreign law).

          (m)    Within forty-eight months prior to the Closing Date, Subsidiary has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported to be or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

          (n)     Subsidiary is not required to include an item of income, or exclude an item of deduction, for any period after the Closing Date as a result of (a) an installment sale transaction occurring on or before the Closing governed by Section 453 of the Code (or

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any similar provision of foreign, state or local Law); (b) a transaction occurring on or before the Closing reported as an open transaction for federal income tax purposes (or any similar doctrine for foreign, state or local tax purposes); (c) prepaid amounts received on or prior to the Closing Date; (d) a change in method of accounting requested or required, or proposed or initiated by a Governmental Authority in writing or, to the knowledge of Seller, otherwise, to be made under applicable Laws on or prior to the Closing Date, or (e) an agreement entered into with any Taxing authority on or prior to the Closing Date.

          (o)     Subsidiary is not a party to an agreement, contract, arrangement or plan covering any employee or former employee or independent contractor or former independent contractor of Subsidiary that, individually or collectively, could reasonably be expected to give rise to a (or already has resulted in a) payment (or a provision of some other benefit such as accelerated vesting) by Subsidiary that would not be deductible by reason of Code section 280G or subject to an excise tax under Code section 4999; and Subsidiary does not have any indemnity obligations for any Taxes imposed under Code section 4999 or 409A.

          (p)     Any Tax-sharing agreement between Seller or any of its Affiliates (excluding Subsidiary), on one hand, and Subsidiary, on the other hand, shall be terminated as of the Closing Date and shall have no further effect. Any and all existing powers of attorney with respect to Taxes or Tax Returns to which Subsidiary is a party shall be terminated as of the Closing Date.

          5.9     Real Property.

          (a)      Prior to the Closing Date, Seller shall provide to the Purchaser for Purchaser’s review true, correct and complete copies of the Real Property Leases relating to the Purchased Branch Offices, together with all amendments, modifications or supplements thereto, including any assignments thereof. Seller and its Affiliates have a valid and enforceable leasehold interest under each of the Real Property Leases relating to the Purchased Branch Offices, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Real Property Leases relating to the Purchased Branch Offices is in full force and effect, and neither Seller nor any of its Affiliates has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller or any Affiliate under any of the Real Property Leases relating to the Purchased Branch Offices and, to the Knowledge of Seller, no other party is in default thereof, and no party to any of the Real Property Leases relating to the Purchased Branch Offices has exercised any termination rights with respect thereto.

          (b)      Seller and its Affiliates have all material certificates of occupancy and Permits of any Governmental Body required under Applicable Law for the current use and operation of each Purchased Branch Office, and Seller and its Affiliates have fully complied with all material conditions of the Permits applicable to them. No default or

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violation, or event that with the lapse of time or giving of notice or both would become a material default or violation, has occurred in the due observance of any Permit.

          (c)      There does not exist any actual or, to the Knowledge of Seller, threatened or contemplated condemnation or eminent domain proceedings that affect any Purchased Branch Office or any part thereof, and Seller has not received any notice, oral or written, of the intention of any Governmental Body or other Person to take or use all or any part thereof.

          (d)      Neither Seller nor any Affiliate has received any notice from any insurance company that has issued a policy with respect to any Purchased Branch Office requiring performance of any structural or other repairs or alterations to such Purchased Branch Office.

          (e)      Neither Seller nor any Affiliate owns or holds, and is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any Purchased Branch Office or any portion thereof or interest therein.

          5.10    Tangible Personal Property.

          (a)      Seller and its Affiliates have good and marketable title to the Purchased Fixed Assets, free and clear of any and all Liens, other than Permitted Exceptions.

          (b)      Section 5.10 of the Disclosure Memorandum sets forth all Personal Property Leases involving annual payments in excess of $50,000 relating to personal property that is located at a Purchased Branch Office or by which any of the Purchased Assets are bound. All of the items of personal property under the Personal Property Leases are in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Prior to the Closing Date, Seller shall provide to the Purchaser for Purchaser’s review true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.

          (c)      Seller and its Affiliates have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Personal Property Leases is in full force and effect. There is no default under any Personal Property Lease by the Seller or any of its Affiliates or, to the Knowledge of Seller, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. No party to any of the Personal Property Leases has exercised any termination rights with respect thereto.

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          5.11    Intellectual Property

          (a)      Section 5.11(a) of the Disclosure Memorandum sets forth an accurate and complete list of all Patents, registered Marks, pending applications for registration of Marks, unregistered Marks, registered Copyrights, and pending applications for registration of Copyrights included in the Purchased Intellectual Property. Section 5.11(a) of the Disclosure Memorandum lists (i) the jurisdictions in which each such item of Purchased Intellectual Property has been issued, registered, otherwise arises or in which any such application for such issuance and registration has been filed and (ii) the registration or application date, as applicable.

          (b)      Seller and its Affiliates are the sole and exclusive owners of all right, title and interest in and to all of the Purchased Intellectual Property and the Purchased Intellectual Property includes each of the Copyrights in any works of authorship prepared by or for Seller or any of its Affiliates that resulted from or arose out of any work performed by or on behalf of Seller or its Affiliate or by any employee, officer, consultant or contractor of any of them. To the Knowledge of Seller, Seller and its Affiliates are the sole and exclusive owners of, or have valid and continuing rights to use, sell and license, as the case may be, all other Purchased Intellectual Property as the same is used, sold and licensed in the Business as presently conducted and proposed to be conducted, free and clear of all Liens or obligations to others.

          (c)      To the Knowledge of Seller, the Purchased Intellectual Property, the manufacturing, licensing, marketing, importation, offer for sale, sale or use of any products and services in connection with the Business as presently and as currently proposed to be conducted, and the present and currently proposed business practices, methods and operations of Seller and its Affiliates do not infringe, constitute an unauthorized use, misappropriation or violation of any Copyright, Trade Secret or other similar right of any Person and, to the Knowledge of Seller, do not infringe, constitute an unauthorized use of, misappropriate, dilute or violate any other Intellectual Property or other right of any Person (including pursuant to any non-disclosure agreements or obligations to which Seller or any of its Affiliates or any of their present or former employees is a party).

          (d)      Each of the Intellectual Property Licenses is in full force and effect and is the legal, valid and binding obligation of the Seller and/or its Affiliates, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither Seller nor any of its Affiliates is in default under any Intellectual Property License, nor, to the Knowledge of Seller, is any other party to an Intellectual Property License in default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. No party to any of the Intellectual Property Licenses has exercised any termination rights with respect thereto. Seller and its Affiliates have good and valid title to the Intellectual Property Licenses, free and clear of all Liens other than Permitted Exceptions. Seller has delivered or otherwise made available to Purchaser true, correct and complete copies of all of the Intellectual Property Licenses, together with all amendments, modifications or supplements thereto.

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          (e)      As of the date hereof, Seller is not the subject of any material pending or, to the Knowledge of Seller, threatened Legal Proceedings which involve a claim of infringement, unauthorized use, misappropriation, dilution or violation by any Person against Seller or any of its Affiliates or challenging the ownership, use, validity or enforceability of any Purchased Intellectual Property. None of Seller or its Affiliates has received written notice of any such threatened claim and, to the Knowledge of Seller, there are no facts or circumstances that would form the basis for any such claim or challenge. The Purchased Intellectual Property, and all of Seller’s and its Affiliates’ rights in and to the Purchased Intellectual Property, are valid and enforceable.

          (f)      To the Knowledge of Seller, no Person is infringing, violating, misusing or misappropriating any Purchased Intellectual Property, and no such claims have been made against any Person by Seller or any of its Affiliates.

          (g)      Section 5.11(g) of the Disclosure Memorandum sets forth a complete and accurate list of (i) all Software included in the Purchased Intellectual Property owned or licensed exclusively by Seller and its Affiliates that is material to the operation of the Business and (ii) all other Software used in the Business that is not exclusively owned or licensed by Seller and its Affiliates, in which Seller incurs expenditures of $250,000 or more per annum.

          (h)      Except for the Excluded Assets, and subject to the receipt of any required third party Permits, the Purchased Assets together with the Purchaser’s rights under the Ancillary Agreements (i) include all the Intellectual Property used or held for use in connection with the Business and (ii) include all Intellectual Property necessary for the Purchaser to conduct the Business as currently conducted, except as such conduct may be modified by the requirements of Applicable Law or Order applicable to the Purchaser that are not applicable to the Seller’s or FHHL’s operation of the Business or use of the Purchased Assets.

          5.12    Purchased Contracts.

          (a)      Seller has provided Purchaser with copies of each of the Purchased Contracts. Each of the Purchased Contracts is in full force and effect and is the legal, valid and binding obligation of Seller and/or its Affiliate, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither Seller nor any of its Affiliates is in material default under any Purchased Contract, nor, to the Knowledge of Seller, is any other party to any Purchased Contract in material default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder. No party to any of the Purchased Contracts has exercised any termination rights with respect thereto. Subject to Section 2.5, Seller and its Affiliates have the right to, and will at the Closing, assign the Purchased Contracts to Purchaser. Seller has delivered or otherwise made available to Purchaser true, correct

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and complete copies of all of the Purchased Contracts, together with all amendments, modifications or supplements thereto.

          (b)      Except as set forth in Section 5.12(b) of the Disclosure Memorandum, none of the Purchased Contracts contains any restrictions prohibiting or limiting the ability of Seller (or Purchaser following the Closing) to (1) engage in any line of business, (2) compete with, obtain products or services from, or provide services or products to, any Person, (3) carry on or expand the nature or geographical scope of the Business anywhere in the world, or (4) enter into any Contract with any other Person.

          (c)      Except as set forth in Section 5.12(c) of the Disclosure Memorandum, none of the Purchased Contracts (1) with respect to the Purchased Assets relates to the borrowing of money by the Seller or FHHL or the guarantee by either such entity of any such obligation; (2) is for any joint venture or partnership; (3) limits the payment of dividends by Seller or FHHL or any assignee thereof; (4) provides for any future payments that are conditioned, in whole or part, on an assignment of the Purchased Contract other any payments Seller is liable for in connection with procuring the assignment pursuant to Section 2.5 of this Agreement; (5) contains a “most favored nation” or similar clause obligating a party to change the material terms and conditions of such Purchased Contract based upon better terms and conditions provided to other parties in similar contracts; (6) contains indemnification agreements (other than individual loan-level indemnifications with an Investor or Insurer or routine agreements in the Ordinary Course of Business providing for customary indemnification provisions due to breaches and other enumerated risks thereunder (including without limitation standard lessee indemnifications in the office leases for the Purchased Branch Offices)); (7) provides for aggregate expenditures or revenues in excess of $250,000 per annum; (8) provides for the sale or purchase of personal property, fixed assets, or real property having a value individually, with respect to all sales or purchases thereunder, in excess of $250,000; (9) grants any right of first refusal or right of first offer or similar right to third parties or limits or purports to limit the ability of Seller or FHHL in any material respect to pledge, sell, transfer or otherwise dispose of any material amount of assets or business (other than entered into in the Ordinary Course of Business) that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties; or (10) is any Contract to indemnify any current or former officers or employees of Seller or Seller’s Affiliates.

          (d)      Except as set forth on Section 5.12(d) of the Disclosure Memorandum, there are no outstanding amounts advanced by, payable to, or receivable from Seller or any of its Affiliates, to any director, officer or employee of Seller (“each a “Related Party”) that are related to the Purchased Assets. Except as set forth on Section 5.12(d) of the Disclosure Memorandum, (i) none of the Purchased Assets consist of assets Seller has purchased, acquired or leased from a Related Party and (ii) none of the counterparties with respect to any Purchased Contract is a Related Party.

          (e)      Section 5.12(e) of the Disclosure Memorandum lists the contracts between Seller or FHHL and each of the ten (10) mortgage brokers set forth on such schedule that have brokered the ten (10) largest amounts of residential mortgage loans (measured by

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aggregate original principal amount) made during the twelve months prior to the date of this Agreement.

          5.13    Employee Benefits.

          (a)      Purchaser will not incur any liability whatsoever with respect to any Employee Benefit Plan sponsored, maintained or contributed to by the Seller, or any entity which is under common control with the Seller under Section 4001(a)(14) of ERISA or considered one employer with the Seller under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliate”) currently maintained by Seller for the benefit of any Employee who is to become a Transferred Employee.

          (b)      No actions, suits or claims with respect to an Employee Benefit Plan (other than routine claims for benefits) are pending, or to the Knowledge of the Seller, have been threatened which could result in or subject Purchaser to Liability.

          (c)      None of the Employee Benefit Plans is a “multiemployer plan” within the meaning of Section 3(37) of ERISA, and neither the Seller, nor any of its ERISA Affiliates have maintained, been required to contribute to or been required to pay any amount with respect to a “multiemployer plan”. The First Horizon National Corporation Savings Plan and its related trust are qualified under Sections 401(a) and 501(a) of the Code, respectively, and Seller has received a favorable determination letter from the IRS and, to the Knowledge of the Seller, nothing has occurred with respect to such Employee Benefit Plan since the date of such determination letter which the Seller reasonably believes would cause the loss of such qualification or the imposition of any material Liability, penalty or Tax under ERISA or the Code.

          (d)      The First Horizon National Corporation Pension Plan (“FHNC Pension Plan”) is subject to the funding requirements of Code Section 412 and ERISA Section 302. Except for the FHNC Pension Plan, none of the Employee Benefit Plans is subject to Title IV of ERISA or to the funding requirements of Section 412 of the Code or Section 302 of ERISA. There has been no failure by Seller or any of its ERISA Affiliates to satisfy the funding requirements of the Code or ERISA with respect to the FHNC Pension Plan.

          (e)      All group health plans of the Company have been operated in compliance in all material respects with the applicable requirements of COBRA.

          (f)      None of the Purchased Contracts or any Employee Benefit Plan covering Transferred Employees for which Purchaser would have Liability require the payment of a benefit or other compensation upon or following a “change in control” of Seller or FHHL.

          5.14    Labor.

          (a)      There is no labor or collective bargaining agreement with any union or similar labor organization covering any Employee.

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          (b)      No petition for certification or union election is existing or pending with respect to any Employee and no union, labor organization or collective bargaining unit has sought certification or recognition within the preceding three (3) years with respect to any Employee.

          (c)      There have been no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller or any of its Affiliates involving any Employee within the preceding three (3) years with respect to any Employee.

          (d)      Except as disclosed in Section 5.14(d) of the Disclosure Memorandum, there are no pending, or to the Knowledge of Seller, threatened: (i) unfair labor practice charges, grievances, complaints, demands, investigations, or inquires of, to, or relating to, the Seller, by any Employee, or by any arbitrator, court, public authority or other Governmental Body responsible for the arbitration, mediation, investigation, or enforcement of alleged or possible violations of any labor, employment or other Applicable Laws relating to the relationship or the termination of the relationship, between the Seller and any Employee; (ii) strikes, work stoppages, slowdowns, lockouts, or arbitrations; or (iii) material grievances or other labor disputes. To the Knowledge of the Seller, there are no facts or circumstances which would form the basis for any of the foregoing.

          (e)      Seller has delivered to Purchaser a list of all Employees that, to Seller’s Knowledge as of the date of this Agreement, will become Prospective Transferred Employees, with such information regarding such Prospective Transferred Employees as Purchaser has reasonably requested.

          (f)      Except as disclosed in Section 5.14(f) of the Disclosure Memorandum, to the Knowledge of Seller, Seller is, and at all times within the preceding six (6) years has been, in material compliance with Applicable Laws respecting employment practices, terms and conditions of employment and wages and hours, including but not limited to the lawful classification of all of Seller’s employees as exempt or non-exempt from overtime pay requirements, and has not engaged in unfair labor practices.

          (g)      Seller shall remain liable for and pay, perform, discharge and/or defend any and all employment, wage, hour, business expense reimbursement, compensation and employee benefit liabilities, responsibilities and obligations of Seller and its Affiliates including, without limitation, any and all claims under any city, local, state, or federal statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, any and all claims under the Family and Medical Leave Act, the Fair Labor Standards Act, as amended, and Section 510 of ERISA, which Liabilities, responsibilities and obligations are incurred, arising or in effect prior to the Closing, regardless of whether claims are made or reported prior to the Closing. Purchaser shall use its commercially reasonable efforts to cooperate with Seller

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in Seller’s handling of the matters described herein, including but not limited to permitting reasonable access to Transferred Employees for all necessary purposes, and encouraging the full cooperation of Transferred Employees with Seller and its attorneys.

          (h)      Seller is solely responsible for any payments that may become due pursuant to any compensation and/or retention agreements entered into between Seller, any Joint Venture Entity or the Subsidiary with any Transferred Employee, and neither Purchaser nor its Affiliates shall assume as an asset or incur any Liability with respect to any such compensation and/or retention agreements.

          (i)      Seller shall be responsible for satisfying its and its Affiliates obligations under WARN with respect to Employees of Seller and its Affiliates. Purchaser shall be responsible for satisfying its and its Affiliates’ obligations under WARN with respect to employees of Purchaser and its Affiliates, including the Transferred Employees.

          (j)      To the extent permitted by Applicable Law, Seller shall cooperate (including providing all information reasonably requested by Purchaser with respect to any Prospective Transferred Employees) and shall allow access to the Employees during normal business hours to the extent not unreasonably disruptive to the operations of the Business for the purpose of allowing Purchaser to plan for the Prospective Transferred Employees’ potential employment with and provision of employment related benefits by Purchaser or any of its Affiliates.

          5.15     Litigation.

          (a)      Except as set forth in Section 5.15 of the Disclosure Memorandum, there is no Legal Proceeding pending or, to the Knowledge of Seller, threatened against Seller or any of its Affiliates (including the Joint Venture Entities and the Subsidiary) relating to the Business, or to which Seller or any of its Affiliates (including the Joint Venture Entities and the Subsidiary) is otherwise a party, before any Governmental Body, except for such Legal Proceedings that have not had, and are not reasonably likely to have, a Material Adverse Effect; nor, to the Knowledge of Seller, is there any reasonable basis for any such Legal Proceeding relating to the Business. Except as set forth in Section5.15 of the Disclosure Memorandum, neither Seller nor any of its Affiliates (including the Joint Venture Entities and the Subsidiary) is subject to any Order relating to the Business, except for such Orders that have not had, and are not reasonably likely to have, a Material Adverse Effect.

          (b)      There are no Legal Proceedings or Orders issued, pending or, to the Knowledge of Seller, threatened, against Seller or any of Seller’s assets, at law, in equity or otherwise, in, before, by, or otherwise involving, any Governmental Body, arbitrator or other Person that question or challenge the validity or legality of, or have the effect of prohibiting, preventing, restraining, restricting, delaying, making illegal or otherwise interfering with, this Agreement, the Seller Documents, the consummation of the transactions contemplated hereby or thereby or any action taken or proposed to be taken by Seller pursuant hereto or in connection with the transactions contemplated hereby or thereby. To the Knowledge of Seller, no event has occurred or circumstance exists that

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could reasonably be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding or the issuance of any such Order.

          (c)      The consummation of the transactions contemplated by this Agreement will not result in any revocation, cancellation or suspension of any Permit to conduct the Business as presently conducted, and there is no pending or, to the Knowledge of Seller or its counsel, threatened Litigation with respect to revocation, cancellation, suspension or nonrenewal thereof and there has occurred no event which (whether with notice or lapse of time or both) will result in such a revocation, cancellation, suspension or nonrenewal thereof.

          5.16    Compliance with Laws; Permits.

          (a)      Seller and its Affiliates, including without limitation each of the Joint Venture Entities and the Subsidiary are, and have been since January 1, 2005, operating in compliance in all material respects with all Applicable Laws, including all licensing and escheat laws, applicable to the Purchased Assets or their conduct of the Business. To the Knowledge of Seller, neither Seller nor any of its Affiliates, including without limitation each of the Joint Venture Entities and the Subsidiary, is under investigation with respect to the violation of any Applicable Law with respect to the Business or the Purchased Assets and there are no facts or circumstances which could form the basis for any such violation. Seller has not received any notification from any agency or department of Federal, state or local government, (i) asserting a material violation of any Applicable Law, (ii) threatening to revoke any material Permit or (iii) limiting its operations in any material respect.

          (b)      Seller and its Affiliates, including without limitation each of the Joint Venture Entities and the Subsidiary currently have, and have had since January 1, 2005, all material Permits which are required for the operation of the Business as presently conducted. Neither Seller nor any of its Affiliates, including without limitation each of the Joint Venture Entities and the Subsidiary, is in default or violation in any material respect, and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in any material respect of any term, condition or provision of any Permit to which it is a party, to which the Business is subject or by which any of the Purchased Assets are bound and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any such default or violation.

          (c)      Except for normal examinations conducted by any court, administrative agency or commission or other Governmental Body in the regular course of the Business or as set forth in Section 5.16(c) of the Disclosure Memorandum, no Governmental Body has initiated any material proceeding within the past three years or, to the Knowledge of Seller, threatened a material investigation into the Business that is ongoing or pending. Except as set forth in Section 5.16(c) of the Disclosure Memorandum, there is no material unresolved violation by any Governmental Body with respect to any report or statement relating to any examinations of the Business.

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          (d)      Since January 1, 2007, Seller, each of the Joint Venture Entities, the Subsidiary, and FHHL have timely filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that each was required to file since January 1, 2005 with any Governmental Body related to the Business (the “Reports”), and have timely paid all fees and assessments due and payable in connection therewith, except where the failure to make such payments and filings would not be material. There is no material unresolved violation or exception asserted by any such Governmental Body with respect to any of the Reports. As of their respective dates, the Reports complied in all material respects with all requirements of Applicable Law. Seller has made available to Purchaser true and complete copies of all Reports to the extent permitted by Applicable Law.

          5.17    Environmental Matters.

          (a)      No Hazardous Materials have been used, stored or otherwise handled in any manner by Seller or any of its Affiliates on, in, from or affecting any Purchased Branch Office except in compliance with Applicable Laws;

          (b)      To the Knowledge of Seller, no Hazardous Materials have at any time been released into or stored on or in any Purchased Branch Offices;

          (c)      Seller has not received any notice of any violations (and, to the Knowledge of Seller, there are no existing violations) of any Applicable Law governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials on, in, from or affecting any Purchased Branch Offices and there are no Legal Proceedings pending or, to the Knowledge of Seller, threatened by any Person with respect to any such violations; and

          (d)      All Purchased Branch Offices are currently being, and have in the past been, operated by Seller in all material respects in accordance and in compliance with all Applicable Laws.

          5.18    Pipeline Loans.

          (a)      Seller is in compliance with all Applicable Pipeline Requirements in all material respects. Seller has timely filed, or will have timely filed by the Closing Date, all reports that any Governmental Body of competent jurisdiction or Insurer requires that it file with respect to the Business. No Agency has indicated to Seller in writing, or to the Knowledge of Seller, in any other manner, that it has terminated or intends to terminate its relationship with Seller for poor performance, poor loan quality or concern with respect to Seller’s compliance with Applicable Laws and/or Applicable Pipeline Loan Requirements or that Seller is in default under or not in compliance with respect to any Applicable Pipeline Requirements, except as would not, individually or in the aggregate have a Material Adverse Effect.

          (b)      The Pipeline Loan Tape contains a list and brief description of all Pipeline Loans, which description includes (i) the loan number of the Pipeline Loan, (ii) the

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principal balance of the Pipeline Loan, (iii) the interest rate of the Pipeline Loan and (iv) the state in which the Mortgaged Property is to be located.

          5.19    Accounts Receivable.

          Each material Acquired Accounts Receivable is a valid and subsisting amount owing to Seller or FHHL, is carried on the books of Seller or FHHL at values determined in accordance with GAAP and is not subject to any set-off or claim that could be asserted against the Purchaser, and Seller or FHHL have not received any notice from an Investor, Insurer or other appropriate party in which the Investor, Insurer or other party disputes or denies a claim by Seller or FHHL for reimbursement in connection with an Acquired Accounts Receivable.

          5.20    Mortgage Servicing Qualification.

          Seller: (a) to the extent required for the ownership or administration of the Servicing, is (i) approved by HUD as a Title II Supervised Mortgagee and servicer for FHA Loans, (ii) approved by Fannie Mae and Freddie Mac as an approved seller and servicer of residential mortgages, (iii) approved by Ginnie Mae as an “issuer”, and (iv) with respect to Servicing rated RPS3 – “Full Approval” or better for RMBS Primary Servicer and Specialty Servicer-Subservicer of Alt A and Prime with respect to Fitch Ratings Ltd., SQ3 – “Average” or better of RMBS Primary Servicer of Conventional Prime First Liens and Alt A with respect to Moody's Corporation, and Average or better for RMBS Primary Servicer and Subservicer Jumbo, Alt A with respect to Standard & Poor's, LLC; (b) has all other material Permits that are necessary to own or administer the Servicing (or, where legally permissible, any waiver of or exemption from any of the foregoing by such Agency); and (c) is in good standing under all applicable federal, state and local Laws thereunder as a Servicer, except in any such case as would not materially and adversely affect the ability of FHHL to carry out the Business or its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. FHHL has not received any notice or information from any Governmental Body that it intends to terminate or restrict FHHL’s status as an approved participant in its programs for which FHHL is as of the date hereof registered, approved or authorized.

          5.21    Risk Management Instruments.

          All Purchased Hedging Instruments were entered into in accordance with all applicable laws, rules, regulations and regulatory policies; and each of them constitutes the valid and legally binding obligation of Seller or FHHL, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles), and each is in full force and effect. Neither of Seller or FHHL, nor to Seller’s Knowledge any other party thereto, is in breach of any of its obligations under any of the Purchased Hedging Instruments.

          5.22    Financial Advisors.

          Except for Milestone Advisors LLC and UBS Investment Bank, whose fees shall be paid by Seller, no Person has acted, directly or indirectly, as a broker, finder or financial advisor

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for Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

          5.23    No Regulatory Impediment.

          To Seller’s Knowledge, there is no fact relating to Seller’s, FHHL’s, or the Business’s business, operations, financial condition or legal status that might reasonably be expected to impair in any material respect its ability to obtain all consents, orders, authorizations, and approvals from federal or state Governmental Bodies necessary for the consummation of the transactions contemplated hereby within the time period contemplated by this Agreement.

          5.24    Sufficiency of Assets.

          Except for the Excluded Assets, subject to the receipt of any required Consents, the Purchased Assets, together with the Purchaser’s rights under the Ancillary Agreements (y) constitute all the properties, assets and rights that are primarily used in the operation of the Business and (z) include all assets, properties and rights as have been necessary for Seller to conduct the Business prior to Closing as currently conducted, except as such conduct may be modified by Applicable Laws applicable to the Purchaser that are not applicable to the Seller’s operation of the business or use of such assets.

          5.25    Diligence Materials.

          All written due diligence information previously furnished to the Buyer pertaining to historical financial statements, accounting reports, legal opinions, historical marketing and sales information, customer lists, employment and compensation information (such information, the “Diligence Materials”) is true and correct in all material respects and does not misstate or omit a material fact in order to make the information false or misleading.

          5.26    Full Disclosure.

          No representation or warranty or other statement made by the Seller in this Agreement, the Disclosure Memorandum, any supplement to the Disclosure Memorandum, the certificates delivered pursuant to Section 9.1(d) in connection with the transaction contemplated by this Agreement or the Ancillary Agreements contains any untrue statement or omits to state a material fact necessary to make any of the statements, in light of the circumstances in which it was made, not misleading.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

                    Purchaser hereby represents and warrants to Seller that:

          6.1     Organization; Valid Existence.

          Purchaser is a national banking association, and is duly organized and validly existing under the laws of the United States of America, with full power and authority to conduct its

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business as it is now being conducted, to own or use the properties or assets that it purports to own or use.

          6.2     Authorization of Agreement.

          Purchaser has full corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and each Purchaser Document have been duly authorized by all necessary corporate action on behalf of Purchaser. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, duly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, or the rights of creditors of depository institutions the accounts of which are insured by the FDIC, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

          6.3     Conflicts; Consents of Third Parties.

          (a)      Neither of the execution and delivery by Purchaser of this Agreement and of the Purchaser Documents, nor the compliance by Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the charter or by-laws of Purchaser, (ii) conflict with, violate, result in the breach of, or constitute a default under any securitization, forward commitment, note, bond, mortgage, indenture, license, agreement or other obligation to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) violate any statute, rule, regulation or Order by which Purchaser is bound, except, in the case of clauses (ii) and (iii), for the Permits required pursuant to Section 9.1(g) or such violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement.

          (b)      Except for the Permits required pursuant to Section 9.1(g) and for filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of related waiting periods required by Section 7.4 of this Agreement, no Consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body of competent jurisdiction is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof.

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          6.4     Litigation.

          There are no Legal Proceedings pending or, to the Knowledge of Purchaser, threatened that are reasonably likely to prohibit or restrain the ability of Purchaser to enter into this Agreement or consummate the transactions contemplated hereby.

          6.5     No Regulatory Impediment.

          To Purchaser’s Knowledge, there is no fact relating to Purchaser’s business, operations, financial condition or legal status that might reasonably be expected to impair in any material respect its ability to obtain all consents, orders, authorizations, and approvals from federal or state Governmental Bodies necessary for the consummation of the transactions contemplated hereby within the time period contemplated by this Agreement.

          6.6     Financial Advisors.

          No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser or any of its Affiliates in connection with the transactions contemplated by this Agreement for whom Seller is responsible for any fee or commission or like payment in respect thereof.

ARTICLE VII

COVENANTS

          7.1     Access to Information.

          Seller shall, and shall cause its Affiliates to, afford Purchaser, its officers, employees, advisors, attorneys, accountants and representatives reasonable access to make such investigation of the properties, businesses and operations of Seller and its Affiliates as they relate to the Business or Purchased Assets and such examination of the books, records and financial condition of Seller and its Affiliates as they relate to the Business or Purchased Assets as it reasonably requests and to make extracts and copies of such books and records, except to the extent such disclosure of books and records is not permitted under Applicable Law, and access to the members of management and personnel of the Business. Any such investigation, examination, discussion and review shall be conducted during the period prior to the Closing, during regular business hours and under reasonable circumstances and Seller shall cooperate fully therein. No investigation by Purchaser prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller contained in this Agreement or the Seller Documents. In order that Purchaser may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of Seller and its Affiliates as they relate to the Business or Purchased Assets, Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Seller and its Affiliates to cooperate fully with such representatives in connection with such review and examination.

          7.2     Conduct of the Business Pending the Closing.

          (a)      Except (i) otherwise expressly provided by this Agreement, (ii) as required by Applicable Law, (iii) as conducted in the Ordinary Course of Business, or (iv) as

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conducted with the prior written consent of Purchaser, and subject to Seller’s stated intent to sell the operating assets of the Business that are not Purchased Assets to one or more third parties, Seller shall:

          (i)      Except as set forth in Section 7.2(a)(i) of the Disclosure Memorandum, conduct the Business only in the Ordinary Course of Business;

          (ii)      use their commercially reasonable efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of Seller as they relate to the Business or Purchased Assets and (B) maintain its present relationships with Persons having business dealings with Seller (including, without limitation, customers, suppliers, officers, employees, underwriters, agents, brokers, sales representatives, correspondents, landlords and investors) with respect to the Business or the Purchased Assets;

          (iii)      maintain (A) all of the assets and properties of Seller that relate to the conduct of the Business or the Purchased Assets in their current condition, ordinary wear and tear excepted and (B) insurance upon all of the assets and properties of Seller that relate to the conduct of the Business or the Purchased Assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement;

          (iv)     (A) maintain the books, accounts and records of Seller that relate to the conduct of the Business or the Purchased Assets in the Ordinary Course of Business, (B) continue to collect accounts receivable and pay accounts payable that relate to the conduct of the Business or the Purchased Assets utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply in all material respects with all contractual and other obligations applicable to the operation the Business and the Purchased Assets;

          (v)      comply in all material respects with all Applicable Laws that relate to the conduct of the Business or the Purchased Assets;

          (vi)      pay all maintenance and similar fees and take all other appropriate actions as necessary to prevent the abandonment, loss or impairment of all Purchased Intellectual Property;

          (vii)     continue the existing credit collection control of delinquencies and other policies and practices relating to the conduct of the Business;

          (viii)    not take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement; and

          (ix)      pay all applicable Taxes as such Taxes become due and payable.

          (b)      Except as (i) otherwise expressly provided by this Agreement, (ii) as required by Applicable Law, (iii) as conducted in the Ordinary Course of Business, or

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(iv) as conducted with the prior written consent of Purchaser, Seller shall not with respect to the Business or the Purchased Assets:

          (i)      Except as set forth in Section 7.2(b)(i) of the Disclosure Memorandum or as required pursuant to existing written agreements or Employee Benefit Plans as in effect prior to the execution of this Agreement, (A) increase the compensation payable or to become payable (including bonuses or bonus opportunities) or the benefits provided to any Employees; (B) grant any retention, severance, termination or similar pay to any Employee; or (C) establish, adopt, enter into, renew, terminate or amend any new or existing Employee Benefit Plan for the benefit of any Employee, except amendments and terminations required by Applicable Law;

          (ii)      make any loan or advance to any Person other than in the Ordinary Course of Business;

          (iii)      incur or assume any indebtedness other than in the Ordinary Course of Business;

          (iv)      subject to any Lien or otherwise encumber or, except for Permitted Exceptions, permit, allow or suffer to be encumbered, any of the Purchased Assets;

          (v)      sell, assign, license, transfer, convey, lease or otherwise dispose of any of the Purchased Assets;

          (vi)      except in the Ordinary Course of Business, deviate from or change (which changes and updates shall be presented to the Purchaser prior to implementation) in any respect any (A) collections, pricing, origination, credit or underwriting policies or procedures or collateral eligibility standards or procedures of Seller; (B) financial accounting policies, practices or procedures, (C) servicing practices, policies and procedures; or (D) actuarial, reserving, investment or risk management or other similar policies of the Business, except in the case of (D) to respond to changes in GAAP and Applicable Laws;

          (vii)      enter into, modify or terminate any labor or collective bargaining agreement or, through negotiation or otherwise, make any commitment or incur any Liability to any labor organization with respect to any Employee;

          (viii)     except as may be necessary to assign a Purchased Contract to Purchaser, enter into any transaction or enter into, modify, amend, terminate or renew any Purchased Contract which by reason of its size, terms or otherwise is not in the Ordinary Course of Business;

          (ix)      enter into any Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of Purchaser, to compete with or conduct any business or line of business in any geographic area;

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          (x)      affect any write-off of any material Acquired Account Receivable, except write-offs in the Ordinary Course of Business;

          (xi)      except as set forth in Section 7.2(b)(xi) of the Disclosure Memorandum, terminate, amend, restate, supplement or waive any rights under any Purchased Contract, Real Property Lease related to a Purchased Branch Office which by reason of its size, terms or otherwise is not in the Ordinary Course of Business;

          (xii)      amend the certificate of organization or incorporation or by-laws (or other similar governing documents) of Seller in a manner that would adversely impact the consummation of the transactions contemplated hereby;

          (xiii)     agree to do anything (A) prohibited by this Section 7.2; (B) which would make any of the representations and warranties of Seller in this Agreement untrue or incorrect in any material respect;(C) that would reasonably be expected to have a Material Adverse Effect; or (D) that would reasonably be expected to adversely affect or delay its ability to obtain any approvals required to consummate the transactions contemplated hereby;

          (xiv)     issue any material communications to Employees with respect to any personnel, employee benefit and other human resources matter relating to the transactions or actions contemplated by this Agreement without the prior consultation with Purchaser including providing Purchaser an opportunity to review, comment upon and concur with and use reasonable efforts to agree on the substance of such communications; provided that this provision shall not restrict the ability of Seller from responding to questions or to providing Employees with information relating to any benefits or compensation obligations of Seller.

          (xv)      make any capital expenditure or any new commitment to make any capital expenditure, except for such expenditures or commitments made in the Ordinary Course of Business or not exceeding $250,000 in the aggregate;

          (xvi)     settle any Litigation that contains terms that binds the way the Purchaser will conduct the Business after the Closing Date;

          (xvii)     authorize or permit any of Seller’s, Seller’s Affiliates or the Seller’s Representatives to directly or indirectly solicit, initiate or encourage any inquiries relating to, or that may reasonably be expected to lead to, the making of, any proposal that constitutes an Acquisition Proposal (as defined below), or recommend or endorse any Acquisition Proposal, or participate in any discussions or negotiations, or provide third parties with any nonpublic information, relating to any such Acquisition Proposal or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Each of Seller, Seller’s Affiliates and the Seller’s officers, directors, employees, representatives or agents will immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other

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than Purchaser with respect to any Acquisition Proposal and, to the extent it is able to do so, require the return (or if permitted by the terms of the applicable confidentiality agreement, the destruction) of all confidential information previously provided to such parties. As used in this Agreement, “Acquisition Proposal” means any inquiry, proposal or offer relating primarily to any proposal for a purchase of the Purchased Assets, except for (i) the transactions contemplated by this Agreement; (ii) as otherwise expressly permitted elsewhere in this Section 7.2; and (iii) Seller’s stated intention to sell the operating assets of the Business that are not Purchased Assets to one or more third parties. Notwithstanding the foregoing, the restrictions set forth in this Section 7.2(b)(xvii) shall not apply in the event Seller determines in good faith, after consultation with outside counsel, that the failure to consider an Acquisition Proposal would constitute a breach of Seller’s Board of Directors’ fiduciary duties under Applicable Law.

          (xviii)    take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Closing Date, or in any of the conditions set forth in Section 9 not being satisfied in any material respect or in a material violation of any provision of this Agreement, except, in each case, as may be required by Applicable Laws;

          (xix)     amend any Schedule to this Agreement, including without limitation Schedule 5.14; or

          (xx)      consent to any extension or waiver of the limitation period applicable to any Tax claim relating to Subsidiary or any of the Joint Venture Entities or make or change any Tax election for or in regard to Subsidiary or any of the Joint Venture Entities.

          (c)      Seller represents that as of the date of this Agreement, each of the Purchased Branch Offices, as listed on Schedule 2.1(h), are being operated in the Ordinary Course of Business. In the event Seller determines, after consultation with Purchaser, that any of the Purchased Branch Offices should not continue to operate for business reasons, including due to the loss of employees or the lack of demand for services provided by such Branch Office, Seller will take such actions as appropriate to discontinue the operation of the Branch Office; provided that Seller will provide Purchaser with a written list of all Branch Offices of Seller which as of the date provided to Purchaser have produced less than 30% (on an annualized basis) of their calendar year 2007 loan origination and Seller shall consult with Purchaser as to whether such Branch Offices are being operated in the Ordinary Course of Business. In the event Seller discontinues the operation of any Purchased Branch Office prior to the date which is five Business Days before the Closing Date, Seller shall amend Schedule 2.1(h) to delete such Branch Office in accordance with Section 2.5(d) of this Agreement, and such Branch Office will no longer be a Purchased Branch Office.

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          7.3     Consents.

          Seller shall use (and shall cause each of its Affiliates to use) its commercially reasonable efforts, and Purchaser shall cooperate with Seller, to obtain at the earliest practicable date all Consents and approvals required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, the Consents and approvals referred to in Sections 5.3(b) and 6.3(b).

          7.4     Regulatory Approvals.

          (a)      Each of Purchaser and Seller shall use commercially reasonable efforts to (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under any Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within ten Business Days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under any Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division of the Department of Justice or any other Governmental Body in respect of such filings or such transactions and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by Applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to Applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any Antitrust Laws.

          (b)      Each of Purchaser and Seller shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement under the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Seller shall use

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commercially reasonable efforts, and Purchaser shall cooperate with Seller, to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Purchaser and Seller decide that litigation is not in their respective best interests. Each of Purchaser and Seller shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under any Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary provided herein, neither Purchaser nor any of its Affiliates shall be required (i) to hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets, or any of the Purchased Assets, (ii) to agree to any limitation on the operation or conduct of the Business, or (iii) to waive any of the conditions to this Agreement set forth in Section 9.1.

          (c)      Each party hereto hereby agrees to cooperate with each other party and to promptly prepare and file all necessary filings, applications and other documents, to obtain as promptly as practicable all Consents of Governmental Bodies necessary or advisable to consummate the transactions contemplated hereby and to lift any injunction or other legal bar to the consummation of the transactions contemplated by this Agreement (and, in such case, to proceed with the consummation of the transactions contemplated by this Agreement as expeditiously as possible), including through all possible appeals; provided, that Purchaser shall not be required to consummate the transactions contemplated hereby if, in the reasonable good faith judgment of Purchaser, any conditions or restrictions imposed by any third party or Governmental Body of competent jurisdiction in connection with any such Consent may reasonably be expected to materially impair the ability of Purchaser to consummate the transactions contemplated hereby or operate the Business or any other business operated by Purchaser or its Affiliates following the Closing in substantially the same manner it has been operated prior to the date of this Agreement. Subject to the timely receipt of all necessary information and materials from Seller, Purchaser shall, if necessary, file, on or prior to five Business Days after the date hereof, the appropriate application with the Office of the Comptroller of the Currency necessary to obtain the appropriate Consent required to consummate the transactions contemplated by this Agreement. Each party shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to Applicable Laws relating to the exchange of information, all information relating to Purchaser or Seller, as the case may be, that is reasonably relevant to such party in terms of obtaining any Consents of Governmental Bodies and which appears in any filing made with, or other written materials submitted to, any third party or Governmental Body in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Purchaser and Seller shall act reasonably and as promptly as practicable. Purchaser and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including, subject to Applicable Laws relating to the exchange of information, promptly furnishing the other with copies of notice or other communications

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received by Purchaser or Seller, as the case may be, from any third party or Governmental Body with respect to the transactions contemplated hereby.

          (d)      The costs, expenses, and fees relating to filings made under the Antitrust Laws shall be paid equally by the Seller and Purchaser.

          7.5     Further Assurances.

          Each of Seller and Purchaser shall use its commercially reasonable efforts to (i) take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement.

          7.6     Preservation of Records.

          (a)      Seller may retain for its records and not for use, disclosure, sale or other dissemination to any Person or in any manner, except for any purpose reasonably related to Seller’s prior ownership of the Business, one copy of all of the Documents that constitute Purchased Assets.

          (b)      Seller and Purchaser each agrees that it shall preserve and keep the records held by it or its Affiliates relating to the Purchased Assets for a period of six years from the Closing Date and shall make such records (including information relating to Taxes, and Mortgage Loan information relating to the Pipeline Loans and Servicing related to the Servicing Rights) and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings against or governmental investigations of Seller or any of its Affiliates or Purchaser or any of its Affiliates, in order to enable Seller or Purchaser to comply with its obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby, and in order to enable Seller to comply with requests from third parties. In the event Seller wishes to destroy (or permit to be destroyed) such records after that time, Seller shall first give 90 days prior written notice to Purchaser and Purchaser shall have the right at its option and expense, upon prior written notice given to Seller within that 90 day period, to take possession of the records within 180 days after the date of such notice.

          7.7     Publicity.

          The parties hereto shall consult in good faith with each other as to the form and substance of any press releases or other public announcements, including any related question and answer guidelines prepared or used by Seller, related to the transactions contemplated hereby and any filings with any Governmental Body or with any national securities exchange or interdealer quotation service with respect thereto prior to issuing any press release or other public announcement or making any filing. Without limitation of the foregoing, the parties hereby acknowledge that Seller’s sole shareholder will announce the execution of this Agreement on a Form 8-K to be filed with the SEC within four Business Days after the date of this Agreement, and shall attach an executed copy of this Agreement as an exhibit to the Form 8-K. In addition, certain Ancillary Agreements may also be filed as an exhibit to a Form 8-K to be filed upon

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execution of the Ancillary Agreements. Except as contemplated by the terms of this Agreement or as may otherwise be required by law, neither Seller or FHHL nor Purchaser, nor any of their respective Affiliates, will disclose to any Person not a party hereto (other than Affiliates and Representatives, who shall be bound by this provision) the terms of this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to prohibit any party from making any disclosure or filing that it determines, upon the advice of counsel to the party seeking to disclose, is required by Applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or necessary in connection with any Tax return or other document required to be filed with any Governmental Body or to prohibit Seller from making disclosures in connection with other discussions, questions or comments in connection with investor relations matters the principal focus of which is not specifically related to the transactions contemplated hereby provided that such disclosures or comments are not designed to adversely affect the reputation or business of a party or its Affiliates.

          7.8     Notice to Pipeline Loan Mortgagors and Others.

          Purchaser and Seller shall notify each Mortgagor under the Pipeline Loans of the sale of the Pipeline Loans in accordance with Applicable Laws.

          7.9     Use of Trade Names.

          (a)      Except as provided in this Section 7.9, within the timeframe set forth in the Transition Services Agreement, Purchaser will take such action necessary to ensure that the Business does not retain, do business under, or have any ownership right in, any Licensed Mark, except as specifically provided in this Section 7.9.

          (b)      Seller hereby grants to Purchaser and its Affiliates following the Closing Date, a non exclusive, non transferable, fully paid and royalty free license to use the trademarks and service marks shown in Exhibit I in the United States of America as have been used by the Business prior to the Closing Date (the “Licensed Marks”) in the manner the Licensed Marks were used by Business prior to the Closing Date and on stationery, signage and other business materials (whether in tangible or electronic form) (the “Licensed Uses”). Purchaser and its Affiliates shall comply with Exhibit J in connection with the Licensed Uses except as and to the extent that use of the Licensed Marks by Seller or the Business prior to the Closing Date in connection with their mortgage businesses did not so comply.

          (c)      Notwithstanding the foregoing, Purchaser shall use reasonable efforts to change all references to the Licensed Marks used by the Business as soon as reasonably practicable following the Closing Date. The license granted by this Section 7.9 shall be effective as of the Closing Date and shall terminate on the date set forth in the Transition Services Agreement, subject to any longer period of use that may be required under Applicable Law. Purchaser acknowledges, covenants and agrees that, except as specifically provided or permitted under this Agreement, Purchaser shall not acquire hereunder any right, title or interest in or to the Licensed Marks and shall not use in any manner, any Licensed Mark (except for descriptive or other fair use), and any content or

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text owned by Seller that is subject to state or federal copyright protection (except for descriptive or other fair use).

          (d)      Purchaser agrees that it shall, during the term of its license to the Licensed Marks under Section 7.9(b):

          (i)      use the Licensed Marks hereunder only for the Licensed Uses, and in conformity with this Section 7.9;

          (ii)      take reasonable steps to guard against the dilution and misuse of the Licensed Marks by using the Licensed Marks hereunder only for the Licensed Uses;

          (iii)     take reasonable steps to guard against use of the Licensed Marks in a manner that causes the public to view the Business as continuing to be owned by Seller;

          (iv)     promptly inform Seller of any known infringement of the Licensed Marks; and

          (v)     ensure that all of the services identified by the Licensed Marks (x) comply in all material respect with applicable local, state and federal government laws and regulations pertaining to such services, and (y) meet standards for such services generally accepted in the mortgage banking industry, except if and to the extent such services of Seller or the Business do not so comply prior to the Closing Date.

          (e)      Seller and Purchaser agree that the Licensed Marks are a valuable asset of Seller and its Affiliates and any misuse of the Licensed Marks in violation of this Section 7.9 may cause Seller and its Affiliates irreparable harm for which it may have no adequate remedy at law; therefore, Seller shall be entitled to seek a preliminary injunction and other equitable relief to prevent any further misuse of the Licensed Marks.

          (f)      Seller shall license that portion of the Excluded Assets used in the Transition Services Agreement by the Business (the “Licensed Excluded IP/IT”) to the Purchaser on a limited basis, or use such Licensed Excluded IP/IT on Purchaser’s behalf, to allow Purchaser to conduct the Business as it was conducted prior to the Closing Date, for such period as set forth in the Transition Services Agreement, pursuant to this Section 7.9 and as shall be further documented in the Transition Services Agreement. Prior to the Closing and during the applicable transition period, Seller shall reasonably assist Purchaser in acquiring such rights in such Licensed Excluded IP/IT as are reasonably necessary to the Business’s day-to-day business operations in accordance with the Transition Services Agreement.

          (g)      Seller covenants and agrees not to bring any action against Purchaser or any of its Affiliates on the grounds that Purchaser or any of its Affiliates has violated Seller’s rights under any patent or patent application owned by the Seller or its Affiliates that are used in the Business as of the Closing Date (the “Seller Patents”) by practicing

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one or more of the claims of the Seller Patents without obtaining a license to do so. Purchaser covenants and agrees not to bring any action against Seller or any of its Affiliates on the grounds that Seller has violated the Purchaser’s intellectual property and proprietary rights by exercising Seller’s rights to the Seller Patents.

          (h)      Within the timeframe set forth in the Transition Services Agreement, Seller shall, and shall cause its Affiliates to, cancel, withdraw or otherwise abandon all trademark, service mark, and Internet domain name registrations and applications which are Purchased Assets that include any Mark or other trademark, service mark, trade dress or other identifying symbol, indicator or label of Seller or its Affiliates.

          (i)       Seller shall defend and hold harmless Purchaser against any claims of any kind, made against Purchaser relating to the Licensed Marks; provided that Purchaser utilizes such Licensed Marks pursuant to this Section 7.9.

          7.10    Covenants Not to Compete and Not to Solicit.

          (a)      For purposes of this Agreement:

          (i)      a loan is made “with a consumer purpose” if it is made for (i) personal, family or household purposes including second and vacation homes (ii) investment property or (iii) reasons incidental to clauses (i) and (ii). Residential Mortgage Loans do not include loans made for commercial, corporate, business or agricultural purposes, or for multi-family loans (5+).

          (ii)      “Wholesale” means the acquisition by Seller or any Affiliate or Purchaser or any Affiliate thereof, as applicable, of (x) Residential Mortgage Loans in process that are originated by a third party mortgage broker and placed with Seller or any of its Affiliates or Purchaser or any of its Affiliates, as applicable, to be closed in the name of and funded by the Seller or any of its Affiliates or Purchaser or any of its Affiliates, as applicable, but excludes the origination of Residential Mortgage Loans by Seller or any Affiliate or Purchaser or any of its Affiliates, as applicable, as a mortgage broker for placement with and to be closed in the name of and funded by a third party lender or (y) Residential Mortgage Loans that are originated and closed in the name of a third party mortgage lender for simultaneous sale to Seller or any Affiliate or Purchaser or any of its Affiliates, as applicable, and for which the purchase price paid by the Seller or any of its Affiliates or Purchaser or any of its Affiliates, as applicable, is the source of funds used by the mortgage lender to make the Residential Mortgage Loan.

          (iii)      “Correspondent” means the acquisition by Seller or any Affiliate or Purchaser or any of its Affiliates, as applicable, of closed and funded Residential Mortgage Loans that are processed, underwritten, made and funded by a third party lender in accordance with the specified eligibility requirements of and for sale to Seller or any Affiliate or Purchaser or any Affiliate, as applicable, pursuant to one or more optional or mandatory delivery commitments and related

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master form mortgage loan purchase agreements that are executed and in effect prior to the making of such Residential Mortgage Loans by the lender.

          (iv)      “Retail” means the direct origination of a Residential Mortgage Loan by the Seller or any Affiliate or Purchaser or any Affiliate, as applicable, in its own name and with its own funds, provided that such Seller or any Affiliate or Purchaser or any Affiliate, as applicable, may use one or more contractors to perform origination assistance or fulfillment services for and on its behalf.

          (v)      “Mortgage Production Office” means a physical office location for the purpose of marketing, soliciting, or originating Mortgage Loans that is not a Bank Branch.

          (vi)      “Current Bank Footprint” means the geographic area consisting of the State of Tennessee and a twenty-five (25) mile radius of any Bank Branch of Seller outside the State of Tennessee or any Branch Office that is not a Purchased Branch Office existing as of the date of this Agreement.

          (vii)     “Future Bank Footprint” means the geographic area consisting of a twenty-five (25) mile radius of any Bank Branch of Seller established after the date of this Agreement.

          (viii)    “Target Bank” means a commercial bank or savings and loan association whose deposits are insured by the Federal Deposit Insurance Corporation.

          (ix)     “Target Broker-Dealer” means a Person registered as a broker-dealer under Section 15 of the Exchange Act with annual revenues in excess of $10,000,000.

          (b)      Except as provided in Section 7.10(c), during the period beginning on the Closing Date and ending on the date which is two (2) years following the Closing Date, none of Seller, FHHL, nor any Affiliate of Seller that is an entity shall, within the United States of America, without the prior written consent of Purchaser: engage in the business of originating or purchasing one-to-four family residential mortgage loans with a consumer purpose (“Residential Mortgage Loans”) through Retail, Wholesale, or Correspondent contractual arrangements (a “Competing Business”). During the period beginning on the Closing Date and ending on the date which is two (2) years following the Closing Date, neither Seller nor any Affiliate of Seller that is an entity shall, without the prior written consent of Purchaser, engage in the business of servicing Residential Mortgage Loans itself or by contracting with third parties to perform servicing of Residential Mortgage Loans except (i) servicing activities for Residential Mortgage Loans owned by such entity; (ii) interim servicing activities of Seller or any Affiliate of Seller in connection with the sale of loans; (iii) servicing activities pursuant to the Subservicing Agreement; (iv) servicing activities with respect to servicing rights owned by Seller or any Affiliate of Seller on the Closing Date; (v) servicing activities with respect to servicing rights created from any refinancing of any Residential Mortgage

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          Loan or servicing owned by Seller or any Affiliate of Seller on the Closing Date; or (vi) servicing rights created from the origination of Residential Mortgage Loans by Seller or any Affiliate as permitted under the terms of this Section 7.10, in which the Residential Mortgage Loans are sold to a third party with servicing retained by Seller or its Affiliates.

          (c)      Notwithstanding the foregoing, Seller and its Affiliates shall not be prohibited from or restricted in:

          (i)      Engaging in the business of originating Residential Mortgage Loans on a Retail basis:

          (1)      by establishing or operating any Bank Branch or Mortgage Production Office that is within the Current Bank Footprint or the Future Bank Footprint; provided that the Seller will not open a new Mortgage Production Office outside the State of Tennessee except for Mortgage Production Offices that are located within a twenty five (25) mile radius of any Bank Branch of Seller existing as of the date of this Agreement; or

          (2)      through the internet on a website owned by Seller or any Affiliate; or

          (3)      to existing customers of the Seller within the Current Bank Footprint or to mortgagors to refinance any mortgage loans that the Seller owns or as to which the Seller owns the related servicing rights.

          (ii)      Engaging the business of originating Residential Mortgage Loans on a Wholesale or Correspondent basis:

          (1)      through relationships with mortgage brokers and loan correspondents that either are (A) existing brokers and loan correspondents for Residential Mortgage Loans originated by divisions of Seller other than the Business as of the date of this Agreement, (B) existing commercial customers of the Seller as of date of this Agreement or (C) become commercial customers after the date of this Agreement as part of a larger commercial banking relationship, with respect to Residential Mortgage Loans made to consumers who reside within 100 miles of the Current Bank Footprint, except where any loans made to consumers outside of this geographic area are immaterial and such activities are not being employed as a pretext to avoid the restrictive covenants set forth in this Section 7.10; or

          (2)      by purchasing Residential Mortgage Loans secured by properties located within Current Bank Footprint or the Future Bank Footprint to hold for one year or more in Seller's investment portfolio.

          (iii)      Merging with, or otherwise combining in any form with or acquiring any Target Bank or Target Broker-Dealer in any transaction in which Seller or any of its Affiliates is the surviving entity or ultimate controlling person

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following such transaction, in which event the entities in existence after such transaction shall be entitled to continue their existing businesses provided that the restrictions set forth in Section 7.10 will apply to any offices of such entities established subsequent to such transaction; provided that the parties have not structured the transaction as a pretext to avoid the restrictive covenants in this Section 7.10; or

          (iv)      Merging into, or otherwise combining in any form with or being acquired by any entity in any transaction in which Seller or any of its Affiliates is not the surviving entity or ultimate controlling person following such transaction, in which event none of the restrictions set forth in this Section 7.10 shall continue to apply, provided that the parties have not structured the transaction as a pretext to avoid the restrictive covenants in this Section 7.10.

          (d)      Seller agrees that for the period commencing on the Closing Date and ending on the date that is two (2) years after the Closing Date, it shall not solicit (in writing or otherwise) any Mortgagors of Pipeline Loans or Mortgagors of the Mortgage Loans that are identified on the Mortgage Loan Schedule attached to the Servicing Rights Purchase and Sale Agreement (collectively, the “Transferred Mortgage Loans”) to refinance a Transferred Mortgage Loan; provided that (i) mass advertising or mailings (such as placing advertisements on television, on radio, in magazines or in newspapers or including messages in billing statements) that are not made on a targeted basis to the Mortgagors of any Transferred Mortgage Loans on the basis of information that they obtained as a result of Seller’s ownership of the Business or as a result of a targeted search for such information, or (ii) a solicitation for financial services other than Mortgages to any Mortgagor with whom Seller or an Affiliate has a customer relationship unrelated to the Transferred Mortgage Loans and that are not made on a targeted basis to the Mortgagors of any Transferred Mortgage Loans on the basis of information that they obtained as a result of Seller’s ownership of the Business or as a result of a targeted search for such information shall not constitute solicitation and shall not violate this covenant. Without the prior written consent of Purchaser, Seller shall not sell or distribute any customer list incorporating the names of Mortgagors of any Transferred Mortgage Loans and shall not itself use any such list to solicit or promote, or to allow any other person to solicit or promote, the sale of any services or products to any such Mortgagor of any Transferred Mortgage Loans, in each case using information that it or they obtained as a result of Seller’s ownership of the Purchased Assets.

          (e)      For a period of two (2) years from the date of this Agreement, neither Seller nor its Affiliates will directly or indirectly hire any Transferred Employee for employment or as an independent contractor, or otherwise engage the services of such Transferred Employee. Notwithstanding the foregoing, subject to the restrictions on solicitation set forth in Section 7.10(g), Seller may hire any such person who has been terminated by Purchaser or its Affiliates without cause, provided Seller provides notice to Purchaser of such hiring prior to the commencement of services by such person.

          (f)       For a period of two (2) years from the date of this Agreement, neither Purchaser nor its Affiliates will directly or indirectly hire any Excluded Employee for

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employment or as an independent contractor, or otherwise engage the services of such Excluded Employee. Notwithstanding the foregoing, subject to the restrictions on solicitation set forth in Section 7.10(h), Purchaser may hire any such person who has been terminated by Seller or its Affiliates without cause, provided Purchaser provides notice to Seller of such hiring prior to the commencement of services by such person.

          (g)      For a period of three (3) years from the date of this Agreement, no employee, agent or other representative of Seller or its Affiliates will solicit or cause to be solicited for employment, directly or indirectly, any Transferred Employee. Notwithstanding the foregoing, upon expiration of the restrictions set forth in Section 7.10(e), Seller may (a) hire any such person who has been terminated by Purchaser or its Affiliates before the commencement of employment discussions; (b) solicit and hire such person through general public advertisements that are not primarily targeted at such person; (c) hire any such person who, of his/her own initiative and without any direct or indirect encouragement by Seller or its Affiliates, approaches Seller or its Affiliates seeking employment; and/or (d) hire any person contacted by a third party recruiter provided such contractor is not directed to contact the Transferred Employee.

          (h)      For a period of three (3) years from the date of this Agreement, no employee, agent or other representative of Purchaser or its Affiliates will solicit or cause to be solicited for employment, directly or indirectly, any Excluded Employee. Notwithstanding the foregoing, upon expiration of the restrictions set forth in Section 7.10(f), Purchaser may (a) hire any such person who has been terminated by Seller or its Affiliates before the commencement of employment discussions; (b) solicit and hire such person through general public advertisements that are not primarily targeted at such person; (c) hire any such person who, of his/her own initiative and without any direct or indirect encouragement by Purchaser or its Affiliates, approaches Purchaser or its Affiliates seeking employment; and/or (d) hire any person contacted by a third party recruiter provided such contractor is not directed to contact such Excluded Employee.

          (i)       If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7.10 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope or duration of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

          (j)      Seller agrees and acknowledge that remedies under Applicable Law for any breach of its obligations under this Section 7.10 are inadequate and that in addition thereto the Purchaser shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach.

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          7.11    Transfer of Assets Following the Closing.

          In the event that, at any time on or after the Closing, Seller or the Purchaser shall receive or otherwise possess any asset that is allocated to the other party pursuant to this Agreement, such party (the “Transferor”) shall, to the extent permitted by Applicable Law, promptly transfer, or cause to be transferred, such asset to the party so entitled thereto or to have been responsible therefor (the “Transferee”), and such Transferee shall accept or assume, or cause to be accepted or assumed, such asset. Prior to such transfer, the Transferor shall hold such asset in trust for the benefit of the Transferee and shall perform all obligations of the Transferee under such agreement following the Closing. Unless otherwise required by Applicable Law, as determined in good faith by the party reporting the transaction, each of Seller and the Purchaser shall (a) treat for all Tax purposes the receipt of any such asset as having been originally received or accrued by the Transferee rather than the Transferor and (b) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a good faith resolution of a Tax Contest relating to such treatment).

          7.12    Notice of Developments.

          Prior to the Closing, the Seller shall promptly notify the Purchaser in writing of (a) all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which would be reasonably likely to result in any breach of a representation or warranty or covenant of the Seller in this Agreement or which would be reasonably likely to have the effect of making any representation or warranty of the Seller in this Agreement untrue or incorrect in any material respect, (b) any breach by any Seller of any of the representations, warranties and covenants of the Seller in this Agreement and (c) all other material developments affecting the assets, Liabilities, business, financial condition, operations, results of operations, customer or supplier relations, employee relations, projections or prospects of the Business.

          7.13    ARM Corrections.

          Seller shall cause an ARM Loan audit to be performed based on a sample of up to 250 ARM Loans using industry standard sampling techniques identified by Purchaser after consultation with the Seller’s internal audit group. The sample shall be selected by the Purchaser in its sole discretion within 10 Business Days after the receipt by Purchaser of Seller’s list of ARM Loans currently serviced by Seller, which shall be provided to Purchaser within five Business Days following the date hereof, and the audit shall be completed within 60 days after Seller is notified by the Purchaser of the sample selected by Purchaser. Based on the findings in such audit, Seller shall (i) cause all identified servicing errors in any Mortgage Loan that is an ARM Loan to be corrected in compliance with Applicable Servicing Requirements, (ii) with respect to such identified errors, pay at their expense all necessary and appropriate refunds to affect consumers, and (iii) if any systemic errors are discovered, correct all such errors at their expense with respect to all affected loans in accordance with the Seller’s normal policy and procedures.

          7.14    Monthly Financial Information.

          Not later than the 10th Business Day of each month between the date of this Agreement and the Closing Date, Seller shall provide Purchaser with (i) an unaudited consolidated balance sheet and income statement of the Business, inclusive of the current fair market value of the

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          Purchased Hedging Instruments, as of the most recently completed month-end period (a “Monthly Unaudited Company Financial Sheet”) which shall be accompanied by a certificate, duly executed by the chief financial officer of FHHL stating that such Monthly Unaudited Company Financial Sheet fairly presents, in all material respects, the consolidated financial position of Seller as of the date indicated therein, in accordance with GAAP (as of the date of such Monthly Unaudited Company Financial Sheet); and (ii) a report delivered as a computer tape containing, with respect to each Transferred Mortgage Loan, the information specified on Schedule 7.14 as of the most recent month-end period.

          7.15    Fixed Asset Inventory.

          No later than 10 Business Days prior to the Closing, Seller shall take an inventory of the fixed assets of the Business to be included in the Purchased Assets for the purpose of preparing the Final Calculation Statement (the “Fixed Assets Inventory”). The Fixed Assets Inventory shall be conducted in accordance with the Seller’s past practices of inventory determination and valuation in the preparation of the financial statements of the Business and calculated in accordance with GAAP applied on a consistent basis with the same accounting principles and practices used by Seller in the Ordinary Course of Business (but only to the extent consistent with GAAP). At the conclusion of the Fixed Assets Inventory, Seller shall prepare and deliver to the Purchaser a report consistent with reports customarily prepared by Seller in connection with its performance of a physical inventory with respect to the Business.

          7.16    Transition Services Agreement.

          Seller and Purchaser will negotiate and will use their commercially reasonable efforts to finalize the terms of a Transition Services Agreement by June 30, 2008. The Transition Services Agreement will provide for certain services each party will provide to the other party for an interim period of time, with the fees owed by a party for such services to be equal to the actual cost incurred by the party providing the services. A list of the services contemplated to be provided by each party as of the date of this Agreement is set forth on Schedule 7.16 of this Agreement.

          7.17    Evaluated Business.

          Purchaser shall continue to evaluate whether it desires to purchase the Evaluated Business and Evaluated Business Assets. In the event Purchaser determines that it desires to purchase the Evaluated Business, it shall notify Seller in writing of such decision on or before June 30, 2008. Upon notification to Seller that Purchaser desires to purchase the Evaluated Business and the Evaluated Business Assets, the Evaluated Business Assets and the Evaluated Business will be Purchased Assets pursuant to Section 2.1 of this Agreement and the Liabilities of Evaluated Business and Evaluated Business Assets that arise out of or relate to the period after the Closing will be Assumed Liabilities under Section 2.3 of this Agreement; provided that except as otherwise provided in this Agreement, the Purchaser shall not assume (A) any Liability arising pertaining to the Evaluated Business and Evaluated Business Assets that is not assigned to the Purchaser at the Closing due to the failure to receive any third party Permit or otherwise except as provided in Section 2.5(c). In the event Purchaser fails to notify Seller by June 30, 2008 that it desires to purchase the Evaluated Business and the Evaluated Business Assets, the

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          Evaluated Business Assets and the Evaluated Business will be Excluded Assets pursuant to Section 2.2 of this Agreement and all Liabilities of Evaluated Business and Evaluated Business Assets will be Excluded Liabilities under Section 2.3 of this Agreement.

          7.18    Document Custodian Services.

          Subject to Applicable Servicing Requirements and the continuation of Servicer’s Past Practices (as defined in the Subservicing Agreement), and conditioned upon terms and conditions (including without limitation pricing) that are as good or better than terms available to Seller through alternative custodial arrangements, Purchaser shall act as the Document Custodian (as defined in the Subservicing Agreement) until the third anniversary of the Closing Date with respect to all Mortgage Loans for which Seller serves as document custodian as of the Closing Date.

          7.19    Purchaser Warehouse Line of Credit.

          Subject to Closing the transactions contemplated herein, Seller agrees to participate in a line of credit to be extended to Purchaser after the Closing Date for the purpose of funding the origination of Mortgage Loans (the “Purchaser Warehouse Line of Credit”) in a maximum amount not to exceed $50,000,000 for a term not to exceed twelve months; provided, however that the following conditions are met:

          (a)      the Purchaser Warehouse Line of Credit is extended on market terms and conditions, consistent with similar types of lending arrangements extended by commercial lenders in the financial services industry at the time of origination;

          (b)      the agent arranging the Purchaser Warehouse Line of Credit is JPMorgan, and JPMorgan participates in the Purchaser Warehouse Line of Credit in an amount equal to at least two times the amount of Seller’s participation; and

          (c)      in the event the aggregate commitment amount of lenders desiring to participate in the Purchaser Warehouse Line of Credit is oversubscribed, Seller’s commitment to participate in the Purchaser Warehouse Line of Credit shall be reduced by the amount of the oversubscription.

ARTICLE VIII

EMPLOYEES AND EMPLOYEE BENEFITS

          8.1     Employment.

          (a)      Transferred Employees. The Purchaser or its Affiliates shall extend offers of employment effective on the first Business Day immediately following the Closing Date, and otherwise on terms Purchaser or its Affiliates shall determine in their discretion, to substantially all Employees who have been identified by Seller on the list to be provided to Purchaser under Section 5.14(e) (the “Prospective Transferred Employees”), subject to routine employment screening and all other measures determined in Purchaser’s discretion and as generally applicable to Purchaser’s new hires, and

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otherwise in accordance with all Applicable Laws. At least ten (10) Business Days prior to the Closing Date Purchaser shall deliver, in writing, the offers of employment to substantially all Prospective Transferred Employees. Each such offer of employment shall be at comparable compensation plan levels as in effect immediately prior to the date of this Agreement. Such individuals who accept such offer on or before the first Business Day immediately following the Closing Date are hereinafter referred to as the “Transferred Employees.”

          (b)      Nonsolicitation of Prospective Transferred Employees. Seller agrees that prior to the Closing Date, neither it nor any of its Affiliates will solicit or cause to be solicited any Prospective Transferred Employee to induce such Prospective Transferred Employee to continue in the employment of Seller or an Affiliate of Seller after the Closing Date. Seller agrees to cooperate in assisting and supporting Purchaser’s hiring of the Prospective Transferred Employees.

          (c)      At the sole discretion of Purchaser, Purchaser shall provide employee benefits (including, without limitation, health, life and disability insurance, but specifically excluding stock options, restricted stock or other plans involving the potential issuance of securities or equity rights) to Transferred Employees that are no less favorable in the aggregate to such Transferred Employees and any dependents and beneficiaries of such Transferred Employees, as appropriate, than those provided to a similarly situated employee of Purchaser or its Affiliates who is not a Transferred Employee, taking into account the employee’s performance and geographic location. Except as specifically set forth in the immediately preceding sentence with respect to benefits for Transferred Employees, nothing in this Agreement shall be construed as restricting Purchaser or Seller or any of their Affiliates, in the exercise of its independent business judgment, in modifying any of the terms and conditions of the employment of any employee following the Closing or terminating the employment of any employee, including any Transferred Employee, following the Closing.

          (d)      With respect to the benefit plans of Purchaser in which any Transferred Employee participates after the Closing (each, a “Purchaser Benefit Plan”), Purchaser shall cause each such Purchaser Benefit Plan to recognize the service of each such Transferred Employee prior to the Closing with Seller and its Affiliates as employment with Purchaser and its Affiliates for purposes of eligibility and benefit entitlement (e.g., vesting), but not for purposes of benefit accrual under any retirement benefit program, under each such Purchaser Benefit Plan. With respect to medical, dental and other health and welfare Purchaser Benefit Plans covering Transferred Employees as required herein, Purchaser shall waive any waiting periods or limitations, for the calendar year in which the Closing Date occurs, or exclusions relating to pre-existing conditions to the extent that such periods, limitations or exclusions were not applicable to or had been satisfied by such Transferred Employees immediately prior to the Closing Date under applicable Employee Benefit Plans of Seller or its Affiliate.

          (e)      Purchaser shall not be responsible (and Seller shall be responsible) for any health and accident claims and expenses which is incurred prior to the Closing with respect to the Transferred Employees. Except to the extent that the normal operation of

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FSA accounts sponsored by Seller for Transferred Employees would allow claims post-closing, Seller shall not be responsible (and Purchaser shall be responsible) for any health and accident claims and expenses which is incurred from and after the Closing Date with respect to the Transferred Employees. Purchaser agrees to provide continuation coverage required by COBRA to all Transferred Employees and their covered beneficiaries who become entitled to COBRA coverage in connection with a “qualifying event” (as such term is defined in ERISA) that occurs after the Closing Date. Seller shall provide continuation coverage required by COBRA to all Transferred Employees and their covered beneficiaries who became entitled to COBRA coverage in connection with a “qualifying event” that occurred on or before the Closing Date.

          (f)      Nothing in this Article VIII shall require Purchaser or Seller to provide or continue any specific plans, programs, policies or arrangements. Furthermore, Purchaser shall not assume any Employee Benefit Plan which is maintained, contributed to or required to be contributed to by Seller or any Affiliate of Seller, and Seller shall retain all Liabilities and obligations for all benefits incurred, accrued, or legally committed to, if any, under such Employee Benefit Plans including, but not limited to, responsibility for all welfare plan claims incurred by Employees and all long or short-term disability claims arising from disabilities that arose prior to Closing. For this purpose, a claim is incurred when the medical or other service giving rise to the claim is performed, except that in the case of death, a claim is incurred upon death. Seller shall retain all Liabilities and obligations to provide post-retirement health and life insurance benefits to former employees and Employees (and their covered spouses and dependents) incurred under the terms of the Employee Benefit Plans which is maintained, contributed to or required to be contributed to by Seller.

          (g)      Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall not amend or have the effect of amending the terms of any Employee Benefit Plan or Purchaser Benefit Plan.

          8.2     Personnel Files.

          From time to time from and after the Closing Date, Seller shall transfer and deliver to Purchaser the personnel files, background check reports and fingerprinting records of any Transferred Employee who consents to such transfer of files in writing pursuant to a consent and release in form and substance reasonably satisfactory to Seller (each, an “Employee Release”). Seller shall transfer and deliver to Purchaser these files within ten (10) Business Days after Seller shall have received a duly executed Employee Release signed by the Transferred Employee. Seller shall have no obligation to transfer or deliver to Purchaser any personnel files of any Transferred Employee unless and until Seller receives a duly executed Employee Release signed by the Transferred Employee.

          8.3     Standard Procedure.

          Pursuant to the “Standard Procedure” provided in Section 4 of Revenue Procedure 2004-53, 2004-34 IRB 320, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W 2 with respect to any

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          Transferred Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W 2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by the Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller.

          8.4     Terminated Employees.

          At the Closing, Seller shall deliver to Purchaser a true and complete list of all Employees who suffered an “employment loss” as defined in WARN within 90 days prior to the Closing Date.

ARTICLE IX

CONDITIONS TO CLOSING

          9.1     Conditions Precedent to Obligations of Purchaser.

          The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by Applicable Law):

          (a)      the representations and warranties of Seller set forth in this Agreement that are qualified as to materiality or that contain a Material Adverse Effect qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality or that contain a Material Adverse Effect qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date);

          (b)      Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement or the Ancillary Agreements to be performed or complied with by it prior to the Closing Date;

          (c)      there shall not have been or occurred any event, change, occurrence or circumstance that has had or has a reasonable likelihood of having a Material Adverse Effect since the date of this Agreement;

          (d)      Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the effect that each of the conditions specified above in Sections 9.1(a)-(c) have been satisfied;

          (e)      there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby and no Legal Proceedings shall have been instituted or threatened or claim or demand made against Seller or Purchaser seeking to

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restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby; provided, however, that with respect to a threat, claim, or demand, counsel for the affected party has concluded in its opinion that there is a credible basis for such threat, claim, or demand;

          (f)      Seller shall have obtained (i) any Consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Body of competent jurisdiction required to be obtained or made in connection with the execution and delivery of this Agreement or the performance of the transactions contemplated herein, (ii) all Consents, waivers and approvals under all Antitrust Laws and those Consents, waivers and approvals referred to in Section 5.3(b) in a form and substance satisfactory to Purchaser, and (iii) the Consent of the other owners of the Joint Venture Entities to consummate the acquisition of the JV Interests, including the consent of each member or partner of each Joint Venture Entity to making an election under Section 754 of the Code in the sole discretion of Purchaser, as contemplated herein;

          (g)      Purchaser shall be approved by (i) HUD as a Title II Supervised Mortgagee and servicer for FHA Loans, (ii) approved by Fannie Mae and Freddie Mac as an approved seller and servicer of residential mortgages, and (iii) Ginnie Mae as an “issuer”;

          (h)      Purchaser shall have completed the steps required to employ the Transferred Employees as of the Closing Date;

          (i)       Seller shall have delivered, or caused to be delivered, to Purchaser the following certificates, instruments, and documents duly executed by Seller (or in the case of the opinion of counsel, duly executed by Seller’s counsel):

          (i)      the Servicing Rights Purchase and Sale Agreement in the form of Exhibit C;

          (ii)      the Subservicing Agreement in the form of Exhibit D; (iii)      the Transition Services Agreement; (iv)      the Bill of Sale in the form of Exhibit E;

          (v)      the Assignment and Assumption Agreement for Purchased Contracts in the form of Exhibit F-1;

          (vi)      the Assignment and Assumption Agreement for Office Leases in the form of Exhibit F-2;

          (vii)     the Assignment and Assumption Agreement for Acquisition Contracts in the form of Exhibit F-3;

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          (viii)    a Joint Venture Interest Assignment and Acceptance Agreement with respect to each of the JV Interests to be transferred to Purchaser, a form of which is attached as Exhibit F-4;

          (ix)     a Subsidiary Assignment and Acceptance Agreement in the form attached as Exhibit F-5.

          (x)      an opinion of counsel in the form of Exhibit G;

          (xi)      the lease with respect to the Headquarters in the form of Exhibit H;

          (xii)      a certificate of non-foreign status as described in Treas. Reg. Section 1.1445 -2(b)(2) (a “FIRPTA Certificate”); and

          (xiii)     all such other documents as Purchaser may reasonably request in order to consummate the transactions contemplated under this Agreement.

          9.2     Conditions Precedent to Obligations of Seller.

          The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by Applicable Law):

          (a)      the representations and warranties of Purchaser set forth in this Agreement that are qualified as to materiality or that contain a Material Adverse Effect qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materially or that contain a Material Adverse Effect qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date);

          (b)      Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement or the Ancillary Agreements to be performed or complied with by Purchaser on or prior to the Closing Date;

          (c)      Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the effect that each of the conditions specified above in Sections 9.2(a)-(b) have been satisfied;

          (d)      there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby and no Legal Proceedings shall have been instituted or threatened or claim or demand made against Seller or Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby; provided, however, that with respect to a threat,

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claim, or demand, counsel for the affected party has concluded in its opinion that there is a credible basis for such threat, claim, or demand;

          (e)      Purchaser shall have obtained (i) any Consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Body of competent jurisdiction required to be obtained or made in connection with the execution and delivery of this Agreement or the performance of the transactions contemplated herein, and (ii) all Consents, waivers and approvals under all Antitrust Laws and those Consents, waivers and approvals referred to in Section 6.3(b) in a form and substance satisfactory to Seller;

          (f)      Purchaser shall be approved by (i) HUD as a Title II Supervised Mortgagee and servicer for FHA Loans, (ii) approved by Fannie Mae and Freddie Mac as an approved seller and servicer of residential mortgages, and (iii) Ginnie Mae as an “issuer”;

          (g)      Purchaser shall have delivered, or caused to be delivered, to Seller the following certificates, instruments, and documents duly executed by Purchaser (or in the case of the opinion of counsel, duly executed by Purchaser’s counsel, who may be an employee of Purchaser):

          (i)      the Servicing Rights Purchase and Sale Agreement in the form of Exhibit C;

          (ii)      the Subservicing Agreement in the form of Exhibit D;

          (iii)      the Transition Services Agreement;

          (iv)      the Assignment and Assumption Agreement for Purchased Contracts in the form of Exhibit F-1;

          (v)      the Assignment and Assumption Agreement for Office Leases in the form of Exhibit F-2;

          (vi)     the Assignment and Assumption Agreement for Acquisition Contracts in the form of Exhibit F-3;

          (vii)     a Joint Venture Interest Assignment and Acceptance Agreement with respect to each of the JV Interests to be transferred to Purchaser, a form of which is attached as Exhibit F-4;

          (viii)    a Subsidiary Assignment and Acceptance Agreement in the form attached as Exhibit F-5;

          (ix)     the Non-Negotiable Promissory Note in the form attached as Exhibit F-6;

          (x)      the lease with respect to the Headquarters in the form of Exhibit H;

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          (xi)      an opinion of counsel in the form of Exhibit K; and

          (xii)     such other documents as Seller may reasonably request in order to consummate the transactions contemplated under this Agreement.

ARTICLE X

INDEMNIFICATION

          10.1    Survival of Representations, Warranties, and Covenants.

          The representations, warranties, and covenants of the parties contained in this Agreement or any Seller Document or Purchaser Document shall survive the Closing as follows:

          (a)      the representations and warranties in Sections 5.1, 5.2, 6.1, and 6.2 shall survive the Closing indefinitely;

          (b)      the representations and warranties in Section 5.8 shall survive the Closing and will not terminate until 30 calendar days after the expiration of the statute of limitations applicable to the matters covered thereby;

          (c)      the representations and warranties in Section 5.17 shall survive the Closing and will not terminate until the third anniversary of the Closing Date;

          (d)      all representations and warranties relating to the Joint Venture Entities and the Subsidiary, other than those representations and warranties addressed in Sections 5.1, 5.2, and 5.8 which shall be governed by the survival period set forth in Section 10.1(a)-(c) above, shall survive the Closing and will not terminate until the third anniversary of the Closing Date;

          (e)      all other representations and warranties in this Agreement shall survive the Closing and will not terminate for 365 calendar days following the Closing Date; and

          (f)      The covenants and agreements of the parties hereto contained in this Agreement shall, subject to the express terms thereof, survive the Closing indefinitely (items 10.1(a) through (e) collectively, the “Survival Period”);

provided, that any obligation to indemnify and hold harmless shall not terminate with respect to any Losses as to which the Person to be indemnified shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the indemnifying party in accordance with Section 10.3(a) before the termination of the Survival Period.

          10.2    Indemnification.

          (a)      Subject to Sections 10.1, and 10.4, Seller hereby agrees to indemnify and hold Purchaser harmless from and against:

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          (i)      any and all Losses based upon, attributable to or resulting from the failure of any of the representations or warranties of Seller set forth in this Agreement or in any Seller Document to be true and correct in all respects at the date hereof and at the Closing Date (it being understood and agreed that such representations and warranties shall be interpreted without giving effect to any such limitations or qualifications as to “Knowledge”, “materiality” or “Material Adverse Effect” set forth therein);

          (ii)      any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of Seller under this Agreement (including without limitation those covenants set forth in Article VII) or any Seller Document;

          (iii)     any and all Losses attributable to any Transferred Employee resulting from or based upon (A) any employment-related Liability (statutory or otherwise) with respect to employment or termination of employment on or prior to the Closing Date, (B) except as set forth in the Transition Services Agreement, any Liability relating to, arising under or in connection with any Employee Benefit Plan, including any Liability under COBRA, whether arising prior to, on or within three years after the Closing Date (C) any Liability under WARN, or (D) any failure of Seller or its Affiliates to comply with any applicable wage and hour laws, including without limitation the Fair Labor Standards Act and any applicable state laws or regulation attributable to or in connection with any improper classification of Employees as exempt or nonexempt; and

          (iv)     any and all Losses arising out of, based upon or relating to any Excluded Asset, Excluded Liability or Excluded Employee or to Seller’s operation of the Business prior to the Closing (notwithstanding any exception listed in the Disclosure Memorandum).

          (b)      Subject to Sections 10.1 and 10.4, Purchaser hereby agrees to indemnify and hold Seller harmless from and against:

          (i)      any and all Losses based upon, attributable to or resulting from the failure of any of the representations or warranties of Purchaser set forth in this Agreement or any Purchaser Document, to be true and correct at the date hereof and at the Closing Date;

          (ii)      any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of Purchaser under this Agreement or any Purchaser Document;

          (iii)     any and all Losses arising out of, based upon or relating to any Assumed Liability; and

          (iv)     any and all Losses arising out of, based upon or relating to any Purchased Asset, Assumed Liability or Transferred Employee, in each case arising solely from Purchaser’s operation of the Business after the Closing.

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          10.3    Indemnification Procedures.

          (a)      A claim for indemnification for any matter not involving a third party claim may be asserted by written notice to the party from whom indemnification is sought, which notice shall include a reasonable description of the basis for the claim.

          (b)      In the event that any Legal Proceedings shall be instituted or that any Third Party Claim is asserted, the indemnified party shall reasonably and promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. If the indemnifying party acknowledges in writing its obligation to indemnify the indemnified party hereunder against any Losses that may result from such Third Party Claim, the indemnifying party shall have the right, at its sole expense, to be represented by counsel mutually acceptable to the indemnified party and the indemnifying party and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses for which indemnification is sought hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses for which indemnification is sought hereunder, it shall within ten days (or sooner, if the nature of the Third Party Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses for which indemnification is sought hereunder, fails to notify the indemnified party of its election as herein provided the indemnified party may then, but only then, defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the indemnified party defends any Third Party Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable expenses of defending such Third Party Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Third Party Claim, the indemnified party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if (i) so requested by the indemnifying party to participate, (ii) in the reasonable opinion of counsel to the indemnified party a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable, or (iii) Purchaser reasonably anticipates the Third Party Claim to have a material and adverse effect upon either the Purchaser’s use of the Purchased Assets and/or the conduct or reputation of the Business after the Closing Date; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel (and any appropriate local counsel) for all indemnified parties in connection with any Third Party Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. The parties acknowledge and agree that a class action claim against the Purchaser and/or its Affiliates based on Purchaser’s method of servicing Mortgage Loans is reasonably anticipated to have such a material and adverse effect pursuant to subsection (iii) in the prior sentence; provided, however, that Purchaser’s method of servicing Mortgage Loans is in accordance with Seller’s past practices of servicing Mortgage Loans. Notwithstanding anything in this Section 10.3 to the contrary, neither the indemnifying party nor the indemnified party shall, without the

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written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all Liability in respect of the Third Party Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the indemnifying party notifies the indemnified party in writing of the indemnifying party’s willingness to accept the settlement offer and, subject to the applicable limitations of Section 10.4, pay the amount called for by such offer, and the indemnified party declines to accept such offer, the indemnified party may continue to contest such Third Party Claim, free of any participation by the indemnifying party, and the amount of any ultimate Liability with respect to such Third Party Claim that the indemnifying party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the indemnified party declined to accept plus the Losses of the indemnified party relating to such Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Losses of the indemnified party with respect to such Third Party Claim. If the indemnifying party makes any payment on any Third Party Claim, the indemnifying party shall be subrogated, to the extent of such payment, to all rights and remedies of the indemnified party to any insurance benefits or other claims of the indemnified party with respect to such Third Party Claim. Notwithstanding the foregoing and regardless of whether or not such Third Party Claim is reasonably anticipated to have a material and adverse effect upon either the Purchaser’s use of the Purchased Assets and/or the conduct or reputation of the Business after the Closing Date, an indemnified party shall have the right both to employ separate counsel at the indemnifying party’s expense and to control the defense of any Third Party Claim if, (x) in the reasonable opinion of counsel to the indemnified party a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable, (y) such claim is based upon an investigation, inquiry, or other proceeding by a Governmental Body, or (z) such claim pertains to allegations that the indemnified party reasonably believes that such assumption of defense is necessary to assure that its authority and approvals to service are not materially impaired.

          (c)      After any final judgment or award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to an Third Party Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within five Business Days after the date of such notice.

          (d)      The failure of the indemnified party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual Loss and prejudice as a result of such failure.

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          (e)      In the event that Purchaser repurchases any Pipeline Loans sold to Investors or any other Person by Purchaser under facts or circumstances in which Seller would be obligated to indemnify Purchaser pursuant to this Agreement, then Seller may elect to repurchase such Pipeline Loans from Purchaser instead of indemnifying Purchaser pursuant to this Article X. To exercise its right to repurchase any Pipeline Loan under this Section 10.3(e), Seller must provide Purchaser with written notice of such election within five Business Days of receipt of notice from Purchaser pursuant to this Section 10.3 of an indemnification claim for which Purchaser is seeking indemnification from Seller. The purchase price for any Pipeline Loan which Seller elects to repurchase from Purchaser pursuant to this Section 10.3(e) shall be equal to the sum of (i) the purchase price paid by Purchaser to repurchase such Pipeline Loan plus (ii) Purchaser’s actual out-of-pocket costs and expenses for holding, servicing and administering such Pipeline Loan prior to the repurchase of such Pipeline Loan by Seller less (iii) any principal or interest paid by the borrower to Purchaser with respect to such Pipeline Loan.

          10.4    Limitations on Indemnification.

          (a)      Seller shall not have any Liability under Section 10.2(a) and Purchaser shall not have any Liability under Section 10.2(b) unless and until the aggregate amount of Losses to the indemnified parties to arise thereunder based upon, attributable to or resulting from a breach of any representation or warranty exceeds $400,000 (the “Deductible”) and, in such event, the indemnifying party shall be required to pay only the amount of such Losses that exceeds the Deductible.

          (b)      Until the amount of claims exceeds an aggregate of $100,000 and subject to the Deductible as applicable, no single claim for Losses may be made for indemnification or aggregated with any other claim for indemnification if the amount of such claim does not exceed $5,000.

          (c)      Notwithstanding the foregoing, the Deductible shall not apply to the extent Purchaser seeks reimbursement or indemnification for (i) Losses resulting from fraud; (ii) Losses resulting from intentional misrepresentation; (iii) Losses under Sections10.2(a)(ii), 10.2(a)(iii), or 10.2(a)(iv); (iv) amounts due under Section 2.7; (v) Losses resulting from a breach of any representations and warranties set forth in Sections5.1(Organization; Valid Existence), 5.2(Authorization of Agreement), 5.6(Title toPurchased Assets), 5.8(Taxes), 5.13(Employee Benefits), or 5.24(Sufficiency of Assets) or (vi) Losses resulting from a breach of any of Seller’s representations and warranties relating to the Joint Venture Entities or the Subsidiary. Breaches by Seller of any representations or warranties relating to the Joint Venture Entities or the Subsidiary (other than as set forth in subsections (i)-(v) of this Section 10.4(c)) shall not be subject to the Deductible; provided, however, that Seller shall not have any Liability under Section 10.2(a) with respect to a breach of a representation or warranty relating to the Joint Venture Entities or the Subsidiary unless and until the aggregate amount of Losses to the indemnified parties to arise thereunder based upon, attributable to or resulting from such breaches exceeds $1,000,000 with respect to any TMS or JV Mortgage breaches,

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$500,000 with respect to any TCS or FT/E Mortgage breaches, or $500,000 with respect to any Subsidiary Breaches.

          (d)      Notwithstanding the foregoing, the Deductible shall not apply to the extent Seller seeks reimbursement or indemnification for (i) Losses resulting from fraud; (ii) Losses resulting from intentional misrepresentation; (iii) Losses under Sections 10.2(b)(ii), 10.2(b)(iii), or 10.2(b)(iv); (iv) amounts due under Section 2.7; (v) Losses resulting from a breach of any representations and warranties set forth in Sections 6.1(Organization; Valid Existence), or 6.2(Authorization of Agreement),

          (e)      Notwithstanding the foregoing, (i) Seller shall not have any Liability under Section 10.2(a)(ii) for breaches of any covenant under Section 7.2 and (ii) Purchaser shall not have any Liability under Section 10.2(b)(ii) for breaches of any covenant under Section 7.2 unless and until in the case of (i) or (ii) as applicable the aggregate amount of Losses to the indemnified parties to arise thereunder based upon, attributable to or resulting from a breach of any covenant under Section 7.2 exceeds $1,000,000 and, in such event, the indemnifying party shall be required to pay all Losses incurred with respect to any breach of a covenant under Section 7.2.

          (f)       Neither Seller nor Purchaser shall be required to indemnify, any Person under Section 10.2(a) or 10.2(b) for an aggregate amount of Losses exceeding $4,000,000 (the “Cap”).

          (g)      Notwithstanding the foregoing, the Cap shall not apply to the extent Purchaser seeks reimbursement or indemnification for (i) Losses resulting from fraud; (ii) Losses resulting from intentional misrepresentation; (iii) Losses under Sections 10.2(a)(ii), 10.2(a)(iii), or 10.2(a)(iv); (iv) amounts due under Section 2.7; (v) Losses resulting from a breach of any representations and warranties set forth in Sections 5.1(Organization; Valid Existence), 5.2(Authorization of Agreement), 5.6(Title to Purchased Assets), 5.8(Taxes), 5.13(Employee Benefits), or 5.24(Sufficiency of Assets) or (vi) Losses resulting from a breach of any of Seller’s representations and warranties relating to the Joint Venture Entities or the Subsidiary. Seller shall not be required to indemnify any Person under Section 10.2(a) (other than as set forth in subsections (i)-(v) of this Section 10.4(g)) for an aggregate amount of Losses exceeding $6,000,000 with respect to any breaches relating to the Joint Venture Entities or the Subsidiary.

          (h)      Notwithstanding the foregoing, the Cap shall not apply to the extent Seller seeks reimbursement or indemnification for (i) Losses resulting from fraud; (ii) Losses resulting from intentional misrepresentation; (iii) Losses under Sections 10.2(b)(ii),10.2(b)(iii), or 10.2(b)(iv); (iv) amounts due under Section 2.7; or (v) Losses resulting from a breach of any representations and warranties set forth in Sections 6.1(Organization; Valid Existence), or 6.2(Authorization of Agreement).

          (i)      Neither Seller nor Purchaser shall be required to indemnify, any Person under Section 10.2(a)(ii) for breaches of any covenant under Section 7.2 and under Section 10.2(b)(ii) for breaches of any covenant under Section 7.2 for an aggregate amount of Losses exceeding $10,000,000.

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          10.5    Tax Treatment of Indemnity Payments.

          All indemnification payments under this Article X shall be paid by the indemnifying party net of any Tax benefits and any portion of insurance proceeds actually received by the indemnified party under its insurance coverage (net of tax costs), less the sum of any costs incurred in the collection of such insurance proceeds and any amounts paid or expected to be paid as premiums or increased premiums in connection with such insurance coverage. The Tax benefits in the form of any refund, credit, deduction or other reduction in income Tax shall be computed in good faith by the indemnified party taking into account, among other things, any Tax detriment which is reasonably expected to result from the receipt of any indemnity payment, without any affirmative obligation to provide actual tax returns. All indemnification payments under this Article X shall be deemed adjustments to the Purchase Price.

          10.6    Right to Indemnification.

          The right of the Purchaser to indemnification, reimbursement or other remedy based upon any such representation, warranty, or covenant will not be affected by any investigation conducted with respect to, or any knowledge of Purchaser acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of such representation or warranty or inability to perform any covenant.

          10.7    Exclusive Right to Indemnification.

          Other than the rights of Purchaser set forth in Section 7.10, anything to the contrary contained in this Agreement notwithstanding, it is understood and agreed that, except in the event of fraud, the obligation of the Seller to indemnify the Purchaser as provided in this Article X and in Section 11.6 constitute the sole and exclusive remedy of the Purchaser respecting a breach of Seller’s representations, warranties or covenants contained in this Agreement.

          10.8    Mitigation of Losses.

          An indemnified party shall, to the extent practicable and reasonably within its control, make good faith and commercially reasonable efforts to mitigate any Losses of which it has adequate notice. With respect to any matter for which Seller may be liable pursuant to the provisions of this Agreement, Purchaser shall use commercially reasonable efforts to pursue any and all rights and remedies under agreements and contracts with third parties, including Agencies, Insurers and the Investor, reasonably likely to be successful. Nothing in this Section 10.8 shall be construed as obligating either Party to pursue deficiency judgments from borrowers on foreclosed Mortgage Loans, to commence and pursue litigation or to act in a manner which it reasonably believes is adverse to its own best interests.

ARTICLE XI

TAXES

           11.1    Transfer Taxes. All sales, use, stamp, documentary, filing, recording, transfer, real estate transfer, stock transfer, gross receipts, registration, duty, securities transactions or

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similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any Taxing Authority in connection with the transactions contemplated by this Agreement (collectively, “Transfer Taxes”) shall be paid by the party customarily responsible for payment under Applicable Law (the “Paying Party”). The party customarily responsible for reporting under Applicable Law (the “Reporting Party”) shall timely file or caused to be filed, with the cooperation of the other party, all necessary documents (including all Tax Returns) with respect to Transfer Taxes. If the Paying Party is not the Reporting Party and the Reporting Party is responsible for the collection of the Tax from the Paying Party, then the Paying Party shall make payment to the Reporting Party within ten (10) days of notice of the amount due. In the event that either party is aware that an exemption from an applicable Transfer Tax is available, such party shall deliver to the other party any applicable exemption certificate, duly signed and executed, or any other applicable documentation required by applicable Tax law in connection with such Transfer Tax exemption.

           11.2    Prorations. (a)   All real property taxes, personal property taxes, or ad valorem obligations and similar recurring taxes and fees on the Purchased Assets (“Property Taxes”) for taxable periods beginning before, and ending after, the Closing Date, shall be prorated between Purchaser and Sellers as of the Closing Date, computed by multiplying the amount of Property Taxes for the fiscal year for which the same are levied by a fraction, the numerator of which is the number of days in such fiscal year up to and including the Closing Date and the denominator of which is the number of days in such fiscal year. If the exact amount of such Property taxes is not available, parties shall use their best efforts to estimate such amounts based on the analogous Taxes for the prior year and all other relevant information. Seller shall be responsible for all such taxes and fees on the Purchased Assets accruing during any period up to and including the Closing Date. Purchaser shall be responsible for all such taxes and fees on the Purchased Assets accruing during any period after the Closing Date. With respect to Taxes described in this Section 11.2, unless otherwise required by Applicable Law, Seller shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes which are subject to proration under this Section 11.2 and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes upon demand therefor, accompanied by reasonably satisfactory evidence of such payment; and (b) in the case of any Taxes (other than any property Taxes) that are payable for the Straddle Tax Period by, for or in relation to any of the Joint Venture Entities or Subsidiary, to the extent permitted by law or administrative practice, the taxable year of Subsidiary that includes the Closing Date shall be treated as closing on (and including) such Closing Date. In the case of any Tax that is payable for a Straddle Tax Period that is not treated under the preceding sentence as closing on the Closing Date, the portions of such Tax that relate to the pre-Closing Tax period shall be deemed to be that amount which would be payable if the relevant Tax period ended on the Closing Date based on the actual operations of the Joint Venture Entities and Subsidiary. For purposes of this subsection (b), in the case of any income Tax attributable to the ownership of any of the Joint Venture Entities, the portion of such income Tax that relates to any pre-Closing Tax period shall be deemed to be the amount that would be payable if the relevant Tax period of such Joint Venture Entity ended on the Closing Date. Seller shall be responsible for all such Taxes and fees on accruing during any period up to and including the Closing Date.

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           11.3    Cooperation on Tax Matters. Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets, the Assumed Liabilities, the Joint Venture Entities and Subsidiary as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, and for the prosecution or defense of any suit or other proceeding relating to Tax matters, and each party, who, under the other provisions of this Agreement, shall either receive the transfer of the original business records containing such tax information or shall be entitled to be entitled to retain such original records, shall maintain any such information until the expiration of any applicable period for assessment under applicable Tax Law and shall provide it to the other party, upon the reasonable request by the other party.

           11.4    Election Under Code Section 338(h)(10). (a) At Purchaser’s request, Seller, and, where applicable, any of its Affiliates, on one hand, and Purchaser, on the other hand, shall join in making an election under Code Section 338(h)(10) (and any corresponding election under state, local or foreign Tax law) with respect to the sale and purchase of Subsidiary (the “Section 338(h)(10) Election”), and Seller and any of its Affiliates shall cooperate fully with Buyer in a manner consistent with the Code in making the Section 338(h)(10) Election, including executing and filing IRS Form 8023 and all other forms, returns, elections, schedules, and documents required to effect the Section 338(h)(10) Election; and (b) Seller, and, where applicable, any of its Affiliates, agrees that, except as required by Applicable Law or a final determination with any Taxing authority, they will not take, or cause to be taken, any action in connection with the filing of any Tax Return or otherwise which would be inconsistent with or prejudice the Section 338(h)(10) Election.

           11.5    Preparation and Filing of Tax Returns. Seller (or, where applicable, Seller’s ultimate corporate parent) shall prepare, or cause to be prepared, and, to the extent permitted by any Applicable Law, file all Tax Returns required to be filed by Subsidiary or any of the Joint Ventures for any Tax period that ends on or before the Closing Date. Purchaser shall prepare and file, or cause to be prepared and filed, all Tax Returns for any complete Tax period that includes but does not end on the Closing Date (the “Straddle Tax Period”) required to be filed by Subsidiary, any of the Joint Venture Entities or related to Property Taxes. Purchaser shall prepare and file, or cause to be prepared and filed, all other Tax Returns required to be filed by Subsidiary or any of the Joint Venture Entities after the Closing Date. Seller’s (or Seller’s ultimate corporate parent’s) consolidated federal income Tax Return that includes Subsidiary for the taxable period that includes the Closing Date shall be filed in accordance with past practices and pursuant to Treasury Regulations Section 1.1502 -76(b)(2)(i). All such Tax Returns prepared or caused to be prepared by Seller under this subsection shall be reviewed by Purchaser (including any intended or contemplated Tax election to be made by Seller or its ultimate corporate parent) before finalizing any such Return, with the Purchaser having the right to promptly comment on any such Tax Return, which comments shall not be unreasonably refused by Seller, provided that Seller shall not be required to submit any consolidated, combined, or unitary Tax Return that includes entities other than Subsidiary but shall be required to submit the relevant pro forma separate Tax Returns related to Subsidiary. All Tax Returns prepared or caused to be prepared by Purchaser under this subsection for a Straddle Tax Period shall be reviewed by Seller (including any intended or contemplated Tax election to be made by or on behalf of Purchaser) before finalizing any such Return, with Seller having the right to promptly

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comment on any such Tax Return, which comments shall not be unreasonably refused by Purchaser, provided that Purchaser shall not be required to submit information other than that with respect to the Purchased Assets and the Assumed Liabilities.

           11.6    Tax Indemnification. From and after the Closing Date, Seller shall indemnify Purchaser and its Affiliates (including Subsidiary) against, and hold them harmless from, any losses to the extent attributable to (a) any Taxes imposed on or with respect to Subsidiary (or for which any such entity is otherwise liable), in each case, with respect to any pre-Closing Tax period, including any such liability arising under principles of transferee or successor liability; (b) all Taxes arising by virtue of Subsidiary, on or prior to the Closing Date, having been a member of a consolidated, affiliated, combined or unitary group that had a common parent of Seller (or Seller’s ultimate corporate parent) or any Affiliate thereof; (c) income Taxes arising from the inclusion by Subsidiary of any income or gain in any post-Closing Tax period under Section 453 of the Code (or any similar provision of state, local or foreign Law) in respect of any transaction occurring prior to the Closing Date; (d) Taxes arising with respect to Subsidiary from any adjustment under Section 481 of the Code (or any similar provision of state, local or foreign Law) arising from the manner in which any item was reported for a taxable period (or portion thereof) ending on or prior to the Closing Date; and (e) all Taxes otherwise allocated to Seller under section 11.2 hereof.

           11.7    Tax Refunds. Any Tax refund (including interest paid thereon) to the extent received by Subsidiary or any of the Joint Venture Entities in their capacity as a taxpayer and not a pass-through entity, with respect to a Tax period that actually ends on or prior to the applicable Closing Date shall be for Seller’s account, except for any such Tax refund attributable to any post-Closing deduction, loss, credit or similar Tax benefit. The portion of any Tax refund (including interest paid thereon, to the extent so received) attributable to the pre-Closing portion of any Straddle Tax Period shall be for Seller’s account, except for any refund attributable to any post-Closing deduction, loss, credit or similar Tax benefit. All other Tax refunds to the extent received by Subsidiary or any of the Joint Venture Entities in their capacity as a taxpayer and not a pass-through entity shall be for Purchaser’s account.

ARTICLE XII

MISCELLANEOUS

          12.1    Expenses.

          Except as otherwise provided in this Agreement, each of Seller and Purchaser shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

          12.2    Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

          (a)      The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York (and any courts from which appeals from judgments of that court are heard) as to any dispute or claim as

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to which there is subject matter jurisdiction in that court and, for all other disputes or claims, the parties consent to exclusive jurisdiction in the Supreme Court of the State of New York, New York County (and any courts from which appeals from judgments of that court are heard) over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by Applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law.

          (b)      EACH PARTY HERETO HEREBY 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 DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY DOCUMENT REFERRED TO IN THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) 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 THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.2.

          (c)      Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 12.5.

          12.3    Entire Agreement; Amendments and Waivers.

          This Agreement, the Ancillary Agreements, and the Non-Disclosure Agreement dated January 24, 2008 (including the schedules and exhibits hereto and the Disclosure Memorandum) represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement

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          contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by Applicable Law.

          12.4    Governing Law.

          This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles contrary thereto (with references to Section 5-1401 of the New York General Obligation Law which by its terms applies to this Agreement).

          12.5    Notices.

          All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt); (ii) one Business Day following the day sent by overnight courier (with written confirmation of receipt); (iii) when delivered by facsimile transmission (with electronic confirmation of receipt), in each case at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

If to Seller, to:

First Tennessee Bank National Association

165 Madison

Memphis, TN 38103

Attention: General Counsel

With a copy to:

Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.

165 Madison Suite 2000

Memphis, TN 38103

Attention: Jackie G. Prester and Desiree M. Franklin

If to Purchaser, to:

MetLife Bank, National Association

c/o MetLife, Inc.

1 MetLife Plaza

27-01 Queens Plaza North

Long Island City, New York 11101

Attention: Robert F. Nostramo

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With a copy to:

Kirkpatrick & Lockhart Preston Gates Ellis LLP

1601 K St, N.W.

Washington, D.C. 20006

Attention: Laurence E. Platt

          12.6    Severability.

          If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

          12.7    Binding Effect; Assignment.

          This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Seller or Purchaser (by operation of law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, that Purchaser may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Purchaser’s rights to purchase the Purchased Assets and assume the Assumed Liabilities and Purchaser’s rights to seek indemnification hereunder) to any Affiliate of Purchaser, or any Person to which Purchaser or any of its Affiliates proposes to sell all or substantially all of the assets relating to the Purchased Assets; provided, however, that Purchaser shall remain obligated to fulfill its obligations pursuant to this Agreement. Upon any such permitted assignment, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires.

          12.8    Knowledge.

          (a)      When references are made in this Agreement to information being to the “Knowledge of Seller”, “Seller’s Knowledge” or similar language, such knowledge shall refer to the knowledge of the individuals listed in Section 12.8(A) of the Disclosure Memorandum. Such individuals shall be deemed to have “knowledge” of a particular fact or other matter if: (x) such individual is actually aware of such fact or other matter; (y) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation

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concerning the existence of such fact or other matter; or (z) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter that are within his or her area of responsibility.

          (b)      When references are made in this Agreement to information being to the “Knowledge of Purchaser”, “Purchaser’s Knowledge” or similar language, such knowledge shall refer to the knowledge of the individuals listed in Schedule 12.8(B). Such individuals shall be deemed to have “knowledge” of a particular fact or other matter if: (x) such individual is actually aware of such fact or other matter; (y) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter; or (z) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter that are within his or her area of responsibility.

          12.9    Disclosure Memorandum.

          (a)      Concurrently with the execution and delivery of this Agreement, Seller is delivering to Purchaser a disclosure memorandum (the “Disclosure Memorandum”) that sets forth all of the items that are necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article V or to one or more of the covenants of Seller contained in this Agreement; provided, that the mere inclusion of an item in the Disclosure Memorandum as an exception to a representation or warranty shall not be deemed an admission by Seller that such item represents a material exception or event, state of facts, circumstance, development, change or effect or that such item is reasonably likely to have or result in a Material Adverse Effect; provided, further, that any disclosures made with respect to a section or subsection of this Agreement shall be deemed to qualify such only sections or subsections specifically referenced or cross-referenced, as well as other sections or subsections to the extent such disclosure is readily apparent as constituting disclosure in the light of the substance of the disclosure in respect of such other sections or subsections. In the event of an inconsistency between the statements in the body of this Agreement and those in the Disclosure Memorandum (other than an exception expressly set forth in the Disclosure Schedule with respect to a specifically identified section or subsection), the statements in the body of this Agreement will control.

          (b)      Five Business Days prior to the Closing Date, Seller shall deliver to Purchaser amendments to the Disclosure Memorandum (the “Amended DisclosureMemorandum”), which list and amendments, if acceptable to the Purchaser upon its consent, which will not be unreasonably withheld, will thereby be incorporated into the relevant sections of the Disclosure Memorandum delivered by Seller pursuant to this Agreement on the date hereof. For the avoidance of doubt, no Schedule to this Agreement, including without limitation Section 5.14 of the Disclosure Memorandum, may be amended without the prior written consent of Purchaser and Seller.

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          (c)      All references to the Disclosure Memorandum shall be deemed to have been, and will thereafter be, references to the Amended Disclosure Memorandum.

          12.10   Counterparts.

          This Agreement may be executed and delivered in one or more counterpart signature pages executed and delivered via facsimile transmission, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first written above.

FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By:	/s/ John Kubiak
	Name:  John Kubiak
	Title:     SVP
METLIFE BANK, NATIONAL ASSOCIATION
By:	/s/ Joseph Michalik
	Name:  Joseph Michalik
	Title:     VP & Chief Credit Officer

EX-10.2

EXHIBIT 10.2

EXECUTION

MORTGAGE LOAN SUBSERVICING AGREEMENT

between

METLIFE BANK, NATIONAL ASSOCIATION

Subservicer

and

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

Servicer

Dated as of June 3, 2008

TABLE OF CONTENTS

1.	Definitions	2
2.	Subservicing Agreement	22
3.	Subservicer’s General Duties	25
4.	Investor Accounting	29
5.	Reconciliation Project	31
6.	Delinquency Control	32
7.	Repurchases and Indemnification of Investors	34
8.	Litigation	35
9.	Books and Records	36
10.	Insurance	37
11.	Misdirected Payments	37
12.	Privacy	37
13.	Representations, Warranties and Covenants of Subservicer	39
14.	Representations, Warranties and Covenants of Servicer	42
15.	Compensation to Subservicer; Make Whole Payments	48
16.	Right of First Look	49
17.	Term of Agreement	50
18.	Termination by Servicer	50
19.	Termination by Subservicer	52
20.	Indemnity	55
21.	Notices	58
22.	Governing Law	59
23.	Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial	59
24.	Entire Agreement; Amendments and Waivers	60

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25.	Severability	61
26.	Binding Effect; Assignment	61
27.	Counterparts	62
28.	Further Assurances	62
29.	Construction	62
30.	Publicity	62
31.	Force Majeure	63
32.	Time of Payment	63
33.	General Interpretive Principles	63

EXHIBIT “A” MORTGAGE LOAN SCHEDULE
EXHIBIT “B” CALCULATION AND PAYMENT OF SUBSERVICING FEE AND
                       MAKE WHOLE PAYMENTS; ADJUSTMENTS AND DISPUTES
EXHIBIT “C” SERVICER FILE CHECKLIST
EXHIBIT “D-1” SERVICE LEVEL REQUIREMENTS (SUBSERVICER)
EXHIBIT “D-2” SERVICE QUALITY INDICATORS (SERVICER – APRIL 2008)
EXHIBIT “E-1” SUBSERVICER’S REQUIRED APPROVALS AND RATINGS
EXHIBIT “E-2” SERVICER’S REQUIRED APPROVALSEXHIBIT “F” MONTHLY SERVICING REPORTS
EXHIBIT “G-1” DIRECT COST COMPONENTS (EXCLUDING DEFAULT COST)
EXHIBIT “G-2” DEFAULT COST COMPONENTS (EXCLUDING NON-DEFAULT DIRECT
                          COST)
EXHIBIT “H” MAKE WHOLE SCHEDULE
EXHIBIT “I” EARLY TERMINATION FEE
EXHIBIT “J” REGULATION AB ADDENDUM
EXHIBIT “K” DESIGNATED OFFICERS OF SERVICER
EXHIBIT “L” PERSONS WITH KNOWLEDGE

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MORTGAGE LOAN SUBSERVICING AGREEMENT

               This MORTGAGE LOAN SUBSERVICING AGREEMENT (the “Agreement”) made as of June 3, 2008 by and between METLIFE BANK, NATIONAL ASSOCIATION (“Subservicer”), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION (the “Servicer”), (Subservicer and Servicer each individually a “Party” and, collectively, the “Parties”).

RECITALS

          WHEREAS, First Horizon Home Loans (“FHHL”), an operating division of Servicer, presently conducts the business of marketing, soliciting, originating, selling, securitizing and servicing Mortgage Loans (as defined herein) throughout the United States (the “Business”);

          WHEREAS, in connection with a sale of certain of the assets of the Business by Servicer to Subservicer, Servicer and Subservicer have entered into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) and that certain Servicing Rights Purchase and Sale Agreement (the “Servicing Purchase Agreement”), each of even date herewith;

          WHEREAS, Servicer desires to engage Subservicer to subservice the Subserviced Mortgage Loans (as defined herein) which are not the subject of the Servicing Purchase Agreement on behalf of Servicer in accordance with the terms and conditions set forth herein;

          WHEREAS, Subservicer is willing to perform the obligations and assume the responsibilities hereunder in accordance with the terms and conditions set forth herein; and

          WHEREAS, the Parties desire to set forth herein the terms upon which the cost of (i) servicing the Owned Servicing Rights Loans (as defined herein) and (ii) subservicing the Subserviced Mortgage Loans will be borne.

          NOW, THEREFORE, in consideration of the mutual agreements hereinafter contained, the Parties hereto agree as follow:

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          1.      Definitions. The following words and phrases (except as herein otherwise expressly provided or unless the context otherwise requires) shall, for the purpose of this Agreement, have the following meanings:

          “Accepted Servicing Practices” means, as of the time of reference, with respect to any Subserviced Mortgage Loan, those mortgage servicing practices of prudent mortgage lending institutions that service mortgage loans of the same type as such Subserviced Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, including without limitation evolving interpretations of the Applicable Servicing Requirements from time to time during the Term.

          “Advances” means Monthly Advances and Servicing Advances.

          “Affiliate” means with respect to any Person any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such Person. As used in the immediately preceding sentence, the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of the specified Person, whether through the ownership of voting securities, by contract or otherwise.

          “Agency” means Fannie Mae, Freddie Mac, Ginnie Mae, FHA, FHLB, HUD, VA, or any State Agency, as applicable.

          “Agreement” means this Mortgage Loan Subservicing Agreement together with all exhibits hereto, all amendments hereto and modifications hereof.

          “Ancillary Fees” means, with respect to the Subserviced Mortgage Loans, all fees derived therefrom, excluding Servicing Fees and Subservicing Fees attributable thereto, but including

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(but not limited to) late charges, fees received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, optional insurance administrative fees and sales commissions and all other incidental fees and charges collected from or assessed against the Mortgagor, other than (i) those charges payable to the applicable Investor under the terms of the applicable Servicing Agreements and (ii) Loss Mitigation Incentive Fees paid to Subservicer.

          “Applicable Law” means, as of the time of reference and as applicable, any Law or Order that is applicable to the Subserviced Loans or their servicing, including, without limitation, those relating to consumer credit and mortgage lending, selling, servicing, brokering or securitizing. As used herein, a state or local law or Order may not be considered an Applicable Law and may not apply to Servicer or Subservicer pursuant to the terms of the National Bank Act or regulations of the Office of the Comptroller of the Currency or federal case law interpreting the National Bank Act or regulations of the Comptroller of the Currency although the Parties mutually agree to comply with such state or local law or Order; provided, that the intent of the Parties is that the servicing of the Subserviced Mortgage Loans and the Owned Servicing Rights Loans, when taken as a whole, shall be performed in a consistent manner.

          “Applicable Servicing Requirements” means, as of the time of reference and as applicable, (i) all contractual obligations relating to the origination, sale, securitization or servicing of the Subserviced Mortgage Loans, including without limitation those contractual obligations contained herein, in the applicable Servicing Agreements, in any Guide or other guideline of any Agency, Insurer, Investor or Regulator or in the Mortgage Loan Documents; (ii) all Applicable Laws applicable to the servicing of or the enforcement of, or filing of claims in connection with, the related Subserviced Mortgage Loans, including without limitation the Guide

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or other guidelines of any Investor or Insurer, or any other Governmental Body, including without limitation any Regulator; and (iii) Accepted Servicing Practices. For purposes of this Agreement, (x) the Applicable Servicing Requirements with respect to any Mortgage Held for Sale shall be deemed to include, without limitation, the Guides that would be applicable following the sale (Servicing retained) of such Mortgage Loan to the Investor and the applicable product type in respect of which such Mortgage Loan was originated (as identified on Servicer’s inventory tape) and (y) the Applicable Servicing Requirements with respect to any Mortgage Held for Investment shall be deemed to include, without limitation, the applicable provisions of (A) for those loans classified as “Prime” and “Alt A,” the applicable provisions of the Fannie Mae Selling and Servicing Guide for whole loan servicing that would apply if Fannie Mae were the Investor for such Mortgage Loans, (B) for FHA/VA loans, the regulations, rules and notices, including handbooks, promulgated by FHA and VA and the applicable provisions of the Ginnie Mae Issuers and Servicers Guide, and (C) for the classifications for all other Mortgages Held for Investment, as instructed by Servicer in writing promptly following the Effective Date.

          “Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions in the states where the Parties are located are authorized or obligated by Applicable Law or executive order to be closed.

          “Cap” means the dollar limit on the Servicer’s obligation under this Agreement to pay any Make Whole Payment or Early Termination Fee to Subservicer, if applicable, which in the aggregate (i) shall not be greater than $19.4 million if determined during the first four (4) Direct Cost Periods and (ii) shall not be greater than $15.0 million if determined during any of the following eight (8) Direct Cost Periods.

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          “Cause” means, with respect to Servicer’s right to terminate this Agreement, the reasons set forth in Section 18.A.(i) and, with respect to Subservicer’s right to terminate this Agreement, the reasons set forth in Section 19.A.(i).

          “Closing Date” means, as used herein, the date of the consummation of the sale of the certain assets of the Business by Servicer to Subservicer pursuant to the terms of the Asset Purchase Agreement.

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Collateral File” means, with respect to any Mortgage Loan, the Mortgage Note, Mortgage, evidence of any mortgage insurance policy, signed and unrecorded assignment of Mortgage to the applicable Investor, and such other Mortgage Loan Documents that, pursuant to the Applicable Servicing Requirements, must be maintained in the Collateral File.

          “Custodial Accounts” means the accounts to be held at First Tennessee Bank National Association or its designee, or such other location as required by the applicable Servicing Agreement, in which Custodial Funds are to be deposited and maintained by Subservicer.

          “Custodial Funds” means all funds maintained by Subservicer in Custodial Accounts with respect to payments of principal and interest, and any other funds due Investors, on the related Subserviced Mortgage Loans, as required by the related Servicing Agreements.

          “Damages” means any and all reasonable and necessary documented out-of-pocket and internal, as applicable, assessments, judgments, claims, liabilities, losses, costs, damages or expenses (including interest, penalties and reasonable attorneys’ fees, expenses and disbursements in connection with any action, suit or proceeding and including any such

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reasonable attorneys’ fees, expenses and disbursements incurred in enforcing any right of indemnification against any indemnitor); provided that Damages shall not include punitive, consequential, exemplary or special damages (other than punitive, consequential, exemplary and special damages required to be paid by the indemnified Party under this Agreement to any Person (other than a Party to this Agreement or any of its Affiliates) arising out of an action or proceeding by such Person, which damages shall be deemed to be direct damages with respect to the Party required to pay such punitive, consequential, exemplary or incidental damages) and, provided, further, that to the extent Servicer is obligated for any reason to pay Damages to Subservicer under this Agreement other than out-of-pocket Damages, such Damages will include only those Damages (other than out-of-pocket Damages) relating to the Subserviced Mortgage Loans, and such Damages shall be deducted from the calculation of Direct Cost for the related Direct Cost Period.

          “Default Cost” means Subservicer’s direct cost (expressed in Dollars) for default servicing and subservicing of Defaulted Mortgage Loans for each Direct Cost Period, calculated by taking into account for such Direct Cost Period the default servicing functions of Subservicer described in Exhibit “G-2”.

          “Defaulted Mortgage Loans” means (i) those mortgage loans comprising the Owned Servicing Rights Loans and/or Subserviced Mortgage Loans, as applicable, (a) with respect to which payments of principal and interest thereon are 91 days or more past due, (b) which are in bankruptcy and 30 days or more contractually Delinquent or (c) in Foreclosure and (ii) REO Property.

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          “Delinquent” means a circumstance in which a regularly scheduled payment on a Subserviced Mortgage Loan or Owned Servicing Rights Loan has not been made by the due date and the expiration of any grace period.

          “Delinquent Mortgage Loans” means those Subserviced Mortgage Loans or Owned Servicing Rights Loans, as applicable (excluding Defaulted Mortgage Loans), with respect to which payments of principal and interest thereon are 30 days or more contractually Delinquent.

          “Depository Accounts” means the accounts used for depositing and clearing all amounts received with respect to the Subserviced Mortgage Loans, including, without limitation, Mortgagor payments, wire transfers, ACH or other electronic transfers, and claim payments, and for processing “NSF” checks.

          “Direct Cost” means, for purposes of this Agreement, Subservicer’s direct cost (expressed in Dollars) to service and subservice the aggregate of the Owned Servicing Rights Loans and the Subserviced Mortgage Loans taken as a whole (unless the context otherwise requires) for each Direct Cost Period, calculated by taking into account for such Direct Cost Period the servicing functions of Subservicer described on Exhibit “G-1” attached hereto, excluding (i) Subservicer’s overhead or general corporate costs with respect to the servicing or subservicing of the Owned Servicing Rights Loans and the subservicing of the Subserviced Mortgage Loans; (ii) any costs which may be incurred during any Direct Cost Period directly related to the acquisition or sale of Servicer’s or Subservicer’s flow or bulk mortgage loan or servicing rights activities and (iii) to the extent reasonably practicable to be separately determined, all Net Default Cost incurred by Subservicer during any Direct Cost Period, in

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which case, Servicer shall bear the Servicer’s Net Default Cost, and Subservicer shall bear the Subservicer’s Net Default Cost.

          “Direct Cost Per Loan” means, for any Direct Cost Period, the average annualized amount (expressed in Dollars) equal to (i) (a) with respect to Direct Cost Periods comprised of full calendar quarters, the related Direct Cost multiplied by 4 or (b) with respect to Direct Cost Periods comprised of a number of months greater or lesser than three (3) months, the related Direct Cost multiplied by 12 divided by the number of months (including fractions thereof) occurring in the related Direct Cost Period, divided by (ii) the average number of Subserviced Mortgage Loans plus the average number of Owned Servicing Rights Loans, in the aggregate, calculated using the daily end-of-day loan count for such Direct Cost Period.

          “Direct Cost Period” means each of twelve periods during the Term. The first Direct Cost Period shall consist of a whole or partial calendar quarter commencing on the Effective Date and ending on the last day of the calendar quarter in which the Effective Date occurs; Direct Cost Periods 2 through 11 shall be the ten full calendar quarters occurring immediately subsequent thereto and the final Direct Cost Period shall be the period from the end of the eleventh Direct Cost Period until the third (3^rd) anniversary of the Effective Date.

          “Document Custodian” means the applicable financial institution designated in accordance with the Servicing Agreements and this Agreement to retain possession of the Collateral File.

          “Early Termination Fee” means the fee (subject to the Cap) payable by Servicer to Subservicer upon early termination in full of this Agreement by Servicer during the Term as set

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forth on Exhibit “I” corresponding to the Direct Cost Period in which termination of this Agreement in full by Servicer is effective.

          “Effective Date” means the applicable effective date upon which Subservicer begins subservicing a Subserviced Mortgage Loan under this Agreement, which shall be the date on which occurs the Closing Date.

          “Escrow Accounts” means the accounts to be held at First Tennessee Bank National Association or its designee, or such other location as required by the applicable Servicing Agreement, in which Escrow Funds are to be deposited and maintained by Subservicer.

          “Escrow Funds” means funds to be maintained by Subservicer in Escrow Accounts with respect to the related Subserviced Mortgage Loans for the payment of taxes, assessments, insurance premiums, ground rents, funds from hazard insurance loss drafts, other mortgage escrow and impound items and similar charges (including interest accrued thereon for the benefit of the Mortgagors under the Subserviced Mortgage Loans, if applicable), as required by the related Servicing Agreements.

          “FHA” means the Federal Housing Administration or any successor thereto.

          “Fannie Mae” means the Federal National Mortgage Association (FNMA) or any successor thereto.

          “Fed Funds Rate” means, for any date, the weighted average of the rates set forth in the weekly statistical release H.15(519) (or any successor publication) published by the Board of Governors of the Federal Reserve System opposite the caption “Federal Funds (Effective).”

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          “FHLB” means the Federal Home Loan Bank, or any successor thereto.

          “Float Benefit” means the net economic benefit resulting from escrow, custodial, Ancillary Income and all other deposits held for the account of Servicer or Investor relating to the Servicing. The Float Benefit is based on Servicer’s selection of the investment facility or interest rate swap or other arrangement offered from time to time by the financial institution holding custodial deposits, including, without limitation, compensating balance earnings credit, lines of credit, interest and other earnings on deposit balances and any other economic consideration realized by Servicer resulting from the escrow and custodial deposits.

          “Foreclosure” means the procedure pursuant to which a lienholder acquires title to a Mortgaged Property in a foreclosure sale, or pursuant to any other comparable procedure allowed under applicable law, when a Mortgage Loan is in default.

          “Freddie Mac” means the Federal Home Loan Mortgage Corporation (FHLMC), or any successor thereto.

          “Ginnie Mae” means the Government National Mortgage Association (GNMA), or any successor thereto.

          “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, national, supranational, state, provincial, or local, or any similar government, governmental, regulatory or administrative agency, commission, instrumentality or authority thereof (including without limitation the Federal Reserve Board and any Agency), or any court, tribunal, judicial or arbitrator (public or private), or self-regulatory organization.

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          “Guides” means any and all applicable rules, regulations, requirements and guidelines of any Insurer or Investor, as the same may be amended from time to time, including, without limitation, (a) the Fannie Mae Selling and Servicing Guides, (b) the Freddie Mac Sellers’ and Servicers’ Guides and (c) the Ginnie Mae Mortgage Backed Securities Guides.

          “HUD” means the United States Department of Housing and Urban Development, or any successor thereto.

          “Ineligible Expenses” means actual, direct, out-of-pocket costs and expenses incurred or accrued by Subservicer with respect to a particular liquidated Mortgage Loan that the applicable Investor or Insurer determined was ineligible for reimbursement by such Investor or Insurer under Applicable Servicing Requirements excluding those that result from errors or mistakes by Subservicer relative to applicable Investor or Insurer requirements.

          “Insurer” or “Insurers” means an Agency, any private mortgage insurer and any insurer or guarantor under any standard hazard insurance policy, any federal flood insurance policy, any title insurance policy or alternate title product, any earthquake insurance policy, any securitization, or any other insurance policy applicable to a Subserviced Mortgage Loan, Mortgaged Property or loan pool, and any successor thereto.

          “Investor” or “Investors” means any Private Investor, Agency, or with respect to Subserviced Mortgage Loans held by Servicer for its own account, Servicer, singly or in the aggregate.

          “Knowledge” means the knowledge of the individuals listed in Exhibit “L”. Such individuals shall be deemed to have “knowledge” of a particular fact or other matter if: (x) such

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individual is actually aware of such fact or other matter; (y) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter; or (z) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter that are within his or her area of responsibility.

          “Law” means any federal, state, local, municipal, foreign, international, multinational, or other constitution, law, rule, standard, requirement, administrative ruling, order, ordinance, principle of common law, legal doctrine, code, regulation, statute, treaty or process, including, without limitation, those relating to consumer credit and mortgage lending, selling, servicing, brokering or securitizing (including but not limited to the Real Estate Settlement Procedures Act, the federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Home Mortgage Disclosure Act, the Federal Trade Commission Act, the Gramm-Leach-Bliley Act and all applicable state laws related to the foregoing) and laws covering predatory lending, fair housing and unfair and deceptive practices, the Code, state adaptations of the Uniform Commercial Code and the Uniform Consumer Credit Code, any Environmental Law, ERISA and the Securities Laws.

          “Loss Mitigation Incentive Fees” means those incentive fees paid as a result of successful foreclosure avoidance alternatives as established by an Investor, Insurer, Servicer under this Agreement or other interested Person with respect to Mortgage Loans.

          “Make Whole Payment” means the payments, if any, subject to the Cap, to be paid by Servicer to Subservicer as set forth in Section 15.B. which, as calculated with respect to any

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Direct Cost Period, shall equal the result of (i) the amount, if any, by which Direct Cost Per Loan for such Direct Cost Period is greater than $65.00, (ii) divided by 12, (iii) multiplied by the number of months (including fractions thereof) occurring in the related Direct Cost Period, (iv) multiplied by the average number of Owned Servicing Rights Loans during such Direct Cost Period, calculated using the daily end-of-day loan count for such Direct Cost Period.

          “Monthly Advance(s)” means with respect to a Subserviced Mortgage Loan, the amounts advanced by Subservicer on account of principal and interest in connection with the servicing of the related Subserviced Mortgage Loan in accordance with any requirement of the Applicable Servicing Requirements, which shall be for the account of and reimbursed by Servicer.

          “Mortgage” means, with respect to any Subserviced Mortgage Loan, any deed of trust, security deed, mortgage, security agreement or any other instrument which constitutes a lien on real estate securing payment by a Mortgagor of a Mortgage Note.

          “Mortgages Held for Investment” means each Subserviced Mortgage Loan reflected on Servicer’s books and records as either a mortgage loan held for investment or (in the case of a Subserviced Mortgage Loan secured by a mobile home) a financing receivable.

          “Mortgages Held for Sale” means those Subserviced Mortgage Loans (other than Mortgages Held for Investment) owned by Servicer on the Effective Date and held for sale to an Investor.

          “Mortgage Loan Documents” means with respect to any Subserviced Mortgage Loan, the related Mortgage Note; Assignment; Mortgage; intervening assignments of the Mortgage, if any; title insurance policy or alternative title product; power of attorney; assumption, modification or

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consolidation agreements, if any; and any other documents required to be retained in original form or other allowed form by an Investor pursuant to Applicable Servicing Requirements.

          “Mortgage Loan” means a fixed rate and adjustable rate one- to four-family residential mortgage loan.

          “Mortgage Loan Schedule” means the schedule of the Subserviced Mortgage Loans attached hereto as Exhibit “A” setting forth information with respect to the Subserviced Mortgage Loans, as amended.

          “Mortgage Note” means, with respect to any Subserviced Mortgage Loan, the original or a certified true and correct copy of the promissory note executed by a Mortgagor, or lost note affidavit, as applicable, secured by a Mortgage and evidencing the indebtedness of the Mortgagor under a Subserviced Mortgage Loan.

          “Mortgaged Property” means, with respect to any Subserviced Mortgage Loan, the property that secures a Mortgage Note and that is subject to a Mortgage.

          “Mortgagor” means any obligor under a Mortgage Note or a Mortgage related to a Subserviced Mortgage Loan.

          “Net Default Cost” means the Default Cost incurred by Subservicer during any Direct Cost Period with respect to each Party’s respective Defaulted Mortgage Loans, reduced by the respective Loss Mitigation Incentive Fees received by Subservicer that are associated with servicing each Party’s Defaulted Mortgage Loans.

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          “New Requirements” means all Applicable Servicing Requirements that shall be amended or modified, or that shall first become effective, at any time on or after the Effective Date including, without limitation, any new binding judicial, administrative, governmental or regulatory interpretation or application, after the Effective Date, of an Applicable Law in existence on or before the Effective Date and any evolving interpretation of the requirements of Applicable Law, whether due to interpretive guidance issued by any Agency, Insurer, Regulator or Investor or a consensus among participants in the servicing of mortgage loans, and advice of counsel with respect to Regulation AB reporting or otherwise.

          “Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

          “Originator” shall mean, with respect to any Subserviced Mortgage Loan, the entity or entities that (a) took the relevant Mortgagor’s loan application; (b) processed the relevant Mortgagor’s loan application; and/or (c) closed and/or funded such Subserviced Mortgage Loan.

          “Owned Servicing Rights” means the Mortgage Loan servicing rights that (a) are owned and serviced by Subservicer for its own account, or subserviced for others to the extent the subservicing obligations with respect thereto are no more extensive than those provided in this Agreement, (b) are serviced or subserviced on the same servicing platform used for the Subserviced Mortgage Loans, and (c) relate to types of Mortgage Loans substantially similar to any of the Purchased Servicing Rights Loans and Subserviced Mortgage Loans. The Owned Servicing Rights shall include the Purchased Servicing Rights, but exclude the servicing rights related to the Subserviced Mortgage Loans.

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          “Owned Servicing Rights Loans” means the Mortgage Loans related to the Owned Servicing Rights.

          “Party” or “Parties” means Servicer and Subservicer.

          “Past Practices” means the practices of Servicer, set forth in the SLAs, the Applicable Servicing Requirements and Servicer’s written policies and procedures, maintained by Servicer in connection with the servicing and administration of the Subserviced Mortgage Loans in compliance with Applicable Servicing Requirements during the one hundred eighty (180) day period prior to the Effective Date (including without limitation any periodic practices (e.g., semiannual reviews) maintained by Servicer during such 180-day period as a practice but not scheduled to be implemented by Servicer until after the Effective Date) that are continued in all material respects by Subservicer after the Effective Date utilizing personnel with the level of experience or quality of the senior management team or personnel of the Business in place on the date hereof and the existing systems and processes relating to the Business.

          “Person” means an individual, a corporation, a partnership, a limited liability company, a joint venture, a trust, an unincorporated association or organization, or a government body, agency or instrumentality.

          “Pool” means one or more Subserviced Mortgage Loans that have been aggregated pursuant to the requirements of the applicable Investor as whole loans or have been pledged to secure or back participation interests or securities.

          “Prior Servicing Standards” means the degree of care and level of service with respect to the performance, observance and discharge of the duties, agreements, covenants and obligations

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of Servicer under the Servicing Agreements (including, without limitation, the Applicable Servicing Requirements relating thereto) that was exercised by Servicer with respect to the Subserviced Mortgage Loans during the one hundred eighty (180) day period prior to the Effective Date utilizing the Past Practices of Servicer in connection with the servicing and administration of the Subserviced Mortgage Loans at the time (which standards shall include, without limitation, any periodic practices (e.g., semiannual reviews) maintained by Servicer during such 180-day period as a practice but not scheduled to be implemented by Servicer until after the Effective Date.)

          “PMI” means private mortgage insurance.

          “Prior Servicer” means any party that serviced or subserviced any Subserviced Mortgage Loan before Servicer became the servicer of the Subserviced Mortgage Loan, if applicable.

          “Private Investor” means any investor in or holder of a Subserviced Mortgage Loan other than an Agency or Servicer.

          “Purchased Servicing Rights” means the servicing rights with respect to (i) those Mortgage Loans which are identified on Exhibit “A” to the Servicing Purchase Agreement and (ii) any other Mortgage Loans the servicing rights for which are sold by Servicer and purchased by Subservicer from time to time during the Term of this Agreement.

          “Purchased Servicing Rights Loans” means the Mortgage Loans with respect to the Purchased Servicing Rights.

          “Recourse Obligation” means, with respect to any Subserviced Mortgage Loan, any obligation or liability (actual or contingent) of the Servicer or its Affiliates (i) for Damages

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incurred in connection with the Foreclosure or other disposition of or other realization or attempt to realize upon the collateral securing such Subserviced Mortgage Loan (including, but not limited to, Damages relating to loss mitigation or obtaining deeds in lieu of Foreclosure), excluding any obligation or liability (actual or contingent) of the Servicer or its Affiliates resulting from errors or omissions of Subservicer or from Subservicer’s failure to perform any obligations under the Agreement; (ii) to repurchase such Subserviced Mortgage Loan in the event that the Mortgagor of such Subserviced Mortgage Loan is in bankruptcy, in Foreclosure or in litigation; or (iii) to repurchase such Subserviced Mortgage Loan in the event of a delinquency or other payment default thereunder by the Mortgagor.

          “Regulation AB Addendum” means that certain Addendum to Agreement attached hereto as Exhibit “J”.

          “Regulator” means the Office of the Comptroller of the Currency or any successor thereto or other Governmental Body having jurisdiction over Servicer or Subservicer.

          “REO Property” means a Mortgaged Property acquired by Servicer through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in connection with the default or imminent default of a Subserviced Mortgage Loan.

          “Securities Laws” means the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Investment Company Act of 1940, as amended; the Investment Advisers Act of 1940, as amended; the Trust Indenture Act of 1939, as amended; the rules and regulations of the Securities and Exchange Commission promulgated thereunder; and state securities or “blue sky” laws.

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          “Servicer” means First Tennessee Bank National Association.

          “Servicer’s Net Default Cost” means the calculated Default Cost (net of associated Loss Mitigation Incentive Fees received by Subservicer) with respect to the Defaulted Mortgage Loans that are Subserviced Mortgage Loans.

          “Servicing” means the rights, duties and obligations of Servicer as the servicer of the Subserviced Mortgage Loans under the Servicing Agreements or Applicable Servicing Requirements to administer and collect the payments for the reduction of principal and application of interest; pay taxes, assessments, insurance and other escrow items; remit collected payments; provide Foreclosure services; make Advances; provide full escrow administration and any other obligations required by any Investor or Insurer in, of, or for the Subserviced Mortgage Loans pursuant to the Servicing Agreements or Applicable Servicing Requirements, together with the right to receive Servicing Fees, Float Benefit and any Ancillary Income arising from or connected to the Subserviced Mortgage Loans.

          “Servicing Advance(s)” means all “out of pocket” costs and expenses other than Monthly Advances (including reasonable attorney’s fees and disbursements) incurred in the performance by the Subservicer of its subservicing obligations (which shall be for the account of and reimbursed by Servicer), and which are required under the applicable Servicing Agreement and the Applicable Servicing Requirements, including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement or judicial proceedings, including Foreclosures, (c) the management and liquidation of any REO Property, (d) compliance with obligations regarding taxes, insurance and other charges, (e) compliance with the requirements of the applicable Agency, Insurer or Investor and (f)

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subservicing of the Subserviced Mortgage Loans in conformity with Accepted Servicing Practices.

          “Servicing Agreement” means the contract or arrangement between the Servicer and Investor of the Subserviced Mortgage Loans which governs Servicer’s responsibilities and duties in servicing or subservicing the Subserviced Mortgage Loans, as appropriate, as well as Servicer’s compensation for servicing the Subserviced Mortgage Loans.

          “Servicing Fees” means the total of all income received by Servicer pursuant to the terms of a Servicing Agreement for the collection of payments and management of operational procedures related to a Subserviced Mortgage Loan, minus the Subservicing Fees.

          “SLA” or “SLAs” means those certain specific agreed service level standards for the performance of Subservicer’s and Servicer’s duties under this Agreement as set forth on Exhibit “D-1” attached hereto, as they may be modified or amended from time to time by the mutual agreement of the Parties; provided, however, that to the extent that an SLA is, as of the time of reference, inconsistent with or more burdensome than a substantially similar service level standard that is required pursuant to the Applicable Servicing Requirements, the Applicable Servicing Requirements shall control and the SLA shall not apply. It is the intent of the Parties that the servicing and subservicing of the Subserviced Mortgage Loans and the Owned Servicing Rights Loans shall be (i) to a single consistent standard, (ii) following uniform policies, procedures and processes, (iii) utilizing the same systems, interfaces, vendors and applications for the activity in question for all mortgage loans serviced or subserviced by Subservicer in conformity with Applicable Servicing Requirements.

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          “State Agency” means any state agency or regulatory authority with authority to regulate the business of Servicer or Subservicer, determine the investment or servicing requirements with regard to mortgage loan origination, purchasing, servicing, master servicing, or certificate administration performed by Servicer or subserviced by Subservicer, or otherwise participate in or promote mortgage lending.

          “Subserviced Mortgage Loans” means any Mortgage Loans subserviced by Subservicer for Servicer’s account pursuant to the terms of this Agreement during the Term hereof.

          “Subservicer” means MetLife Bank, National Association.

          “Subservicer’s Net Default Cost” means the calculated Default Cost (net of associated Loss Mitigation Incentive Fees received by Subservicer) to service Defaulted Mortgage Loans that are Owned Servicing Rights Loans.

          “Subservicing Fee” means the compensation to be paid to Subservicer monthly in consideration of its performance hereunder as described in Exhibit “B” hereof.

          “Term” means the period of time during which this Agreement is effective as set forth in Section 17.

          “Transition Services Agreement” means an agreement pursuant to which Seller will provide, or cause its Affiliates to provide, certain transition services to Purchaser and Purchaser will provide, or cause its Affiliates to provide, certain transition services to Seller, in form and substance which is mutually agreed to by Seller and Purchaser.

          “VA” means the Department of Veterans’ Affairs or any successor thereto.

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          “VA Buydown” means the waiver by Servicer or Subservicer of a portion of the indebtedness of a Subserviced Mortgage Loan, which can take the form of a reduction of the principal, a credit to escrow or unapplied funds accounts, the forgiveness of accrued interest or any combination of the foregoing, and which causes VA to pay off the remaining amount of the indebtedness owed and acquire the related Mortgaged Property.

          “VA No Bid” means any VA-guaranteed Subserviced Mortgage Loan with respect to which VA has given written notice to Servicer or Subservicer that the VA will not establish a “Specified Amount” (as defined in the VA regulations) or that it will not accept conveyance of the related Mortgaged Property after Foreclosure thereon.

          2.     Subservicing Agreement.

                  A.      Servicer hereby engages Subservicer to perform, and Subservicer agrees to perform, the services described in this Agreement on and after the Effective Date. During the Term of this Agreement, Subservicer shall subservice the Subserviced Mortgage Loans on behalf of Servicer and the applicable Investor, as their interests may appear, in accordance with the terms of this Agreement and Applicable Servicing Requirements, in all material respects. Except as otherwise provided in this Section 2.A., in the event of any conflict between the terms of this Agreement and the terms of any Applicable Servicing Requirements, the terms of the latter shall control. The Parties acknowledge and agree that, without limiting the foregoing, each Party shall perform its duties with respect to the Subserviced Mortgage Loans in compliance with the Applicable Servicing Requirements to the extent applicable to each, in all material respects, and shall cooperate with the other Party to effectuate compliance with Applicable Servicing Requirements. Notwithstanding anything to the contrary contained herein, (a) during the Term, Subservicer shall carry out its responsibilities under this Agreement, with a degree of care and a level of service that is no less than the Prior Servicing Standards and in compliance with all New Requirements; provided, that Subservicer shall not be responsible for any Damages that arise out of or in connection with the Subservicer’s continuation of Servicer’s Past Practices (in the

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absence of New Requirements) to the extent that such Past Practices violate (or result in Subservicer’s subservicing hereunder being in violation of) any Applicable Servicing Requirements and relate to the subservicing of the Subserviced Mortgage Loans, or (b) Subservicer shall not be responsible for its failure to satisfy its obligations under this Agreement to the extent that such failure arises out of or results from the prior acts, errors or omissions of the Originator, any Prior Servicer or the Servicer. If and to the extent that Subservicer actually knows or, at any time hereafter, discovers or determines that any Past Practices of Servicer utilized by Subservicer with respect to the Subserviced Mortgage Loans are, or result in the subservicing thereof by Subservicer being, not in compliance with all Applicable Servicing Requirements, Subservicer shall, as promptly as practicable under the circumstances, provide written notice to Servicer of such violation and take appropriate corrective action intended to eliminate or minimize the risk of such noncompliance. For purposes of the prior sentence, the meaning of the clause “as promptly as practicable under the circumstances” shall be determined mutually by the Parties, taking into account such factors and judgments as: the nature, root cause and materiality of the problem; the liability incurred to date and the likelihood and severity of future liability; the cost, timeline and availability of resources to fix or reduce the problem; and the available options for corrective action.

                  B.     Notwithstanding anything in this Agreement to the contrary, Servicer, and not Subservicer, shall be obligated to perform any responsibilities under the Servicing Agreements that, by their terms, cannot be delegated from Servicer to Subservicer; provided, that the Parties will cooperate to assure Servicer’s timely performance of such responsibilities in accordance with the Applicable Servicing Requirements.

                  C.     Except as otherwise limited herein or by Applicable Servicing Requirements or for commercially reasonable written instructions or requests by Servicer to Subservicer in accordance with Accepted Servicing Practices, (i) Subservicer shall have full power and authority to do any and all things that, in the exercise of its reasonable discretion, consistent with Applicable Servicing Requirements, it may deem necessary or desirable in connection with the performance of its responsibilities in accordance with this Agreement; and (ii) Subservicer may (absent actual knowledge to the contrary) conclusively rely upon the

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Mortgage Loan Documents and related books, records and data furnished to it by or on behalf of Servicer.

                  D.     Subject to the provisions set forth in Section 2.A., Subservicer shall not be responsible for the results of any performance tests in the Servicing Agreements pertaining to private mortgage-backed securities transactions pursuant to which Servicer may be responsible to maintain delinquency or default ratios or losses below specified amounts, it being agreed that the foregoing shall not limit Subservicer’s obligation to comply with the provisions of this Agreement in accordance with its terms.

                  E.     Except as may otherwise be expressly provided in this Agreement, Servicer shall remain responsible, as between Servicer and Subservicer, for losses related to Servicer’s investment in the Servicing as distinct from losses related to the performance of Subservicer’s duties under this Agreement (and the costs and expenses incident to such performance), for which Subservicer shall be responsible. Losses of the type referred to above for which Servicer shall remain responsible include, but are not limited to, the following: VA Buydowns, VA No Bids, Ineligible Expenses, Investor repurchase demands, Recourse Obligations, pool insurance premiums, trustee fees, custodian fees, guaranty fees, special hazard insurance premiums, earthquake losses, losses resulting from the absence or inadequacy of hazard insurance for a Mortgaged Property in accordance with Applicable Servicing Requirements (except to the extent that such a loss is subject to Subservicer’s indemnification obligations under Section 20.B.), Foreclosure losses, REO Property losses, Servicing Advances and Monthly Advances, interest shortfalls due to timing of prepayments and liquidations required under the terms of the Servicing Agreements (unless such shortfalls result from the wrongful acts or omissions of Subservicer), advances required in connection with the Servicemembers Civil Relief Act, interest on Escrow Funds, bank service fees and charges associated with the Custodial Accounts and Escrow Accounts, and other items expressly provided for herein.

                  F.     Servicer agrees to bear the economic risk of all Monthly Advances, Servicing Advances or other advances as specified in this Agreement, except as and to the extent otherwise provided by this Agreement. Notwithstanding the foregoing, Subservicer shall

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initially fund all such Advances. Servicer shall reimburse Subservicer on a one (1) Business Day basis, for all unreimbursed Subservicer funded advances, and pay Subservicer interest on all unreimbursed Subservicer funded advances at the Fed Funds Rate, multiplied by the average daily outstanding balance of all Subservicer funded advances during each month, through the date of reimbursement by Servicer. Subservicer shall be entitled to reimburse itself for such Advances from amounts in the Custodial Accounts and Escrow Accounts at the time and in the manner that Servicer is entitled under Applicable Servicing Requirements.

                  G.     Servicer and Subservicer shall provide any required notice to the Mortgagors of the transactions contemplated herein through a notice jointly prepared and delivered by Servicer and Subservicer in accordance with Applicable Servicing Requirements. The Parties shall cooperate to accomplish such notification in a timely and efficient manner as will best facilitate the assumption by Subservicer of the subservicing responsibilities. The form of the notice to be sent to Mortgagors shall be approved by the Parties before mailing. The costs of such notifications shall be borne equally by Servicer and Subservicer.

                  H.     Subject to Applicable Servicing Requirements and the continuation of Servicer’s Past Practices, Subservicer shall act as the Document Custodian.

                  I.     Servicer may in its discretion consent to the amendment of any of the terms of any Servicing Agreement; provided, that if and to the extent that any such amendments would materially increase Subservicer’s duties and obligations under this Agreement and to the extent that such consent may legally be withheld by Servicer, Servicer shall first obtain the prior written consent of Subservicer (which consent shall not be unreasonably withheld or delayed).

          3.     Subservicer’s General Duties. Until the earlier of the termination of this Agreement or the payment in full of the principal and interest of each Subserviced Mortgage Loan, Subservicer shall, with respect to each Subserviced Mortgage Loan, as and to the extent required by the Applicable Servicing Requirements:

                  A.     Collect, as they become due: (i) payments of principal and interest; (ii) any Escrow Funds; and (iii) all other payments (including late fees and other Ancillary Fees) from Mortgagors.

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                  B.     Accept payments of principal and interest and Escrow Funds only in accordance with Applicable Servicing Requirements. Deficient or excess payments or deposits shall be accepted and applied in accordance with the Applicable Servicing Requirements.

                  C.     Apply all payments and Escrow Funds collected by it from the Mortgagor, and maintain mortgage account records capable of producing, at any time and in chronological order: the date, amount, distribution, payment due date or other transactions affecting the amounts due from or to the Mortgagor and indicating the latest outstanding balances of principal, impound deposits, Monthly Advances and Servicing Advances, and unapplied payments.

                  D.     Segregate Custodial Funds and Escrow Funds and hold them pending disbursement in Custodial Accounts and Escrow Accounts held by Servicer, in such manner as to show the custodial nature thereof in accordance with Applicable Servicing Requirements. Subservicer’s records shall show the respective interest of the Investor, Servicer and Subservicer in all such Custodial Accounts and Escrow Accounts. All Custodial Funds and Escrow Funds shall be held by and carried in records of the Subservicer as “trustee” for the Servicer, Investor and/or each Mortgagor, as applicable, in accordance with the Applicable Servicing Requirements, with the exception of Ginnie Mae servicing. Pursuant to Ginnie Mae’s guidelines, Subservicer is not permitted to be listed as a trustee on behalf of the issuer on the title of any such Custodial Account. However, authorization to transact business as an authorized signatory is allowed through submission of Ginnie Mae form 11702, as the same may be revised from time to time. Any Float Benefit with respect to the Subserviced Mortgage Loans shall accrue to the benefit of the Servicer, except as required to be paid to Mortgagors pursuant to Applicable Servicing Requirements.

                  E.     If any Applicable Servicing Requirements require the payment of interest on Escrow Funds to a Mortgagor, Subservicer will credit such interest on each such Mortgagor’s account. Additionally, to the extent that interest on Escrow Funds are voluntarily paid on Subserviced Mortgage Loans pursuant to Servicer’s Past Practices, Subservicer will credit such interest on each such Mortgagor’s account. In each case, Servicer shall reimburse Subservicer monthly for said credit of interest on Escrow Funds in accordance with Section 2.F.

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                  F.     Maintain accurate records reflecting the status of escrow items to be paid, which, if not paid timely, would become a superior lien on the Mortgaged Property. For all Subserviced Mortgage Loans for which Subservicer collects Escrow Funds to pay such item, Subservicer shall pay such item before any penalty date if the amount therefore is available to Subservicer or as required under the Applicable Servicing Requirements. When applicable, Subservicer will pay taxes to take advantage of any discount from the taxing jurisdiction, if Subservicer has been informed of a discount by the taxing jurisdiction.

                  G.     For all Subserviced Mortgage Loans that have no provisions for the payment to and collection by Subservicer of Escrow Funds for taxes, Subservicer shall, upon notification by the applicable tax service provider, begin the appropriate notification and letter cycle and, upon its completion, if taxes are still delinquent, make Servicing Advances for any such delinquent taxes and, if possible in accordance with Applicable Servicing Requirements, convert the Subserviced Mortgage Loan to a Subserviced Mortgage Loan requiring payment to and collection of Escrow Funds for taxes if the Mortgage so permits. Subservicer shall escalate this process in the event of a pending tax sale. Servicer shall reimburse Subservicer for any such Servicing Advances in accordance with Section 2.F.

                  H.     When Custodial Funds or Escrow Funds held in a Custodial Account or Escrow Accounts are insufficient to pay amounts due to investors, taxes, assessments, property inspection fees, legal fees, mortgage insurance premiums, hazard or flood insurance premiums or other items due therefrom, or when Subservicer is required to pay any such amounts with respect to Subserviced Mortgage Loans which have no provisions for the payment to and collection by Subservicer of Escrow Funds, or when Subservicer pays any other amount in connection with any Subserviced Mortgage Loan as required or permitted pursuant to Applicable Servicing Requirements or hereunder (including, but not limited to, any Monthly Advances and/or Servicing Advances), Subservicer shall make such Monthly Advances and Servicing Advances as required by the Applicable Servicing Requirements and shall notify Servicer of such payment, and Servicer shall reimburse Subservicer for any such Monthly Advances and Servicing Advances in accordance with Section 2.F.

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                  I.      Maintain in full force and effect at all times FHA mortgage insurance, or PMI, as required under the Applicable Servicing Requirements, in accordance with the type of Subserviced Mortgage Loan, and assume responsibility for the payment of the premium thereon for each Subserviced Mortgage Loan, as Servicing Advances. Servicer shall reimburse Subservicer for any such Servicing Advances in accordance with Section 2.F.

                  J.      Assure that improvements on Mortgaged Property are insured by hazard insurance in accordance with the Applicable Servicing Requirements, provided that in all events, the provisions of the Mortgage Loan Documents shall prevail. The mortgagee clause will be reflected as running to the benefit of Servicer, its successors and assigns. Subservicer shall not be required to maintain the original insurance policy for any Subserviced Mortgage Loan delivered for subservicing. However, Subservicer shall provide evidence of insurance coverage to Servicer if a request for such proof is made to Servicer.

                  K.      Maintain in place, at Servicer’s expense, through acceptable vendors or otherwise appropriate procedures for performing due diligence with respect to flood insurance coverage and monitoring changes in flood maps and community status changes, and take appropriate action as changes occur to ensure that Mortgaged Properties that secure Subserviced Mortgage Loans are protected by flood insurance, with no lapses of coverage, in accordance with Applicable Servicing Requirements.

                  L.      Inspect Mortgaged Property if required by the Applicable Servicing Requirements.

                  M.      Secure vacant or abandoned Mortgaged Property if and as required by the Applicable Servicing Requirements.

                  N.      Process requests for partial releases, easements, substitutions, division, subordination, alterations, or waivers of security instrument terms in accordance with Applicable Servicing Requirements.

                  O.To the extent required by the Applicable Servicing Requirements, advise Investor of any change in ownership of Mortgaged Property and, subject to Applicable Law, comply with all Applicable Servicing Requirements and/or instructions from Investor including

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without limitation to accelerate or modify the Mortgage Note. Subservicer will, upon request of the applicable Mortgagor, to the extent and as required by Applicable Servicing Requirements, prepare and process the necessary assumption papers and will provide all necessary disclosures on Servicer’s behalf in accordance with Applicable Servicing Requirements.

                  P.      Disburse insurance loss settlements in accordance with the Applicable Servicing Requirements.

          4.     Investor Accounting. Subservicer shall, with respect to each Subserviced Mortgage Loan, as and to the extent required by the Applicable Servicing Requirements:

                  A.      Make interest rate adjustments with respect to adjustable rate Subserviced Mortgage Loans in compliance with the Applicable Servicing Requirements and the terms of the related Mortgage Loan Documents that reflect the movements of the applicable loan rate index. Subservicer shall execute and deliver all notices required under Applicable Servicing Requirements regarding such interest rate adjustments, including, as applicable, timely notification to the Mortgagor and Investor of date and information regarding such interest rate adjustment and of such other matters as required by the Applicable Servicing Requirements.

                  B.Perform such other services for Investors or Mortgagors outside the ordinary course of services provided under this Agreement as are reasonably requested from time to time or required under the Applicable Law and Applicable Servicing Requirements, which may include, without limitation, documentation and research work, courier deliveries, copying, production of special reports, responses to information requests (including any such request from Investors, Mortgagors or other Persons necessary to satisfy Applicable Servicing Requirements) and onsite inspections and audits of Subservicer from time to time by Investors, Agencies, Servicer or Servicer’s Regulators. Any fees or charges permissible under Applicable Servicing Requirements and imposed by Subservicer for such services shall be for the sole benefit of and may be retained by Subservicer; provided, that any such fees or charges retained by Subservicer shall be a credit against the calculation of Direct Cost for the related Direct Cost Period in which Subservicer earns such fees and charges.

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                  C.      Except as permitted by the terms of the Applicable Servicing Requirements and the terms of the related Subserviced Mortgage Loans, not accept any prepayment of any Subserviced Mortgage Loan nor waive, modify, release or consent to postponement on the part of the Mortgagor of any term or provision of the Mortgage Loan Documents without the written consent of Investor or as directed by the applicable Investor’s written loss mitigation guidelines. Notwithstanding the foregoing, however, Subservicer shall not be required to obtain Investor consent for the waiver of any late charge or the waiver, modification, release or consent to postponement of any term or provision which may be waived, modified, released or consented to under the Applicable Servicing Requirements without Investor’s consent.

                  D.      Respond to payoff requests in accordance with the Applicable Law and Applicable Servicing Requirements and, upon payment of a Subserviced Mortgage Loan in full, prepare and file within all timeframes required by Applicable Law and Applicable Servicing Requirements any necessary release or satisfaction documents, advance any release fee and continue subservicing the Subserviced Mortgage Loan pending final settlement, and refund any Escrowed Funds due Mortgagor within applicable timeframes; provided, that Servicer shall reimburse Subservicer for any such Servicing Advances in accordance with Section 2.F.

                  E.      In connection with payoffs and principal curtailments, to the extent that interest is due to the Investor which is not due from the Mortgagor, advance its own funds to cover any uncollected interest due the Investor; provided, that Servicer shall reimburse Subservicer for any such Monthly Advances in accordance with Section 2.F.

                  F.      Remit to the applicable Investor, on a date and in a manner specified by the relevant Applicable Servicing Requirements, collections of principal and interest and any guaranty fees and other amounts due to the Investor; provided, however, that if the amounts due to the Investor(s) in any month are greater than the amounts actually collected by Subservicer less the amounts due Subservicer in such month, then any such remittance to the Investor(s) shall constitute a Monthly Advance by Subservicer and shall be reimbursed by Servicer to Subservicer in accordance with Section 2.F. Subservicer shall cutoff at the end of each month and the

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monthly report set as described on Exhibit “F” attached hereto will be forwarded to Servicer within five (5) Business Days after the end of the cutoff month.

                  G.      Submit all reports to Investors in accordance with Applicable Servicing Requirements and under Servicer’s assigned “seller/servicer” number or such other number that Investor and other required relevant parties may designate in writing to Subservicer.

                  H.      Provide the disclosures, assessments of compliance, attestations and certifications to Servicer required by Applicable Servicing Requirements and specified in Exhibit “J”.

                  I.      Provide to Servicer statements of financial condition (certified if required by any Agency or Regulator) at least annually as requested by Servicer and will provide other reports, such as but not limited to, a Type II SAS as may be requested by any such Agency or Regulator. Subservicer shall, unless prohibited by Applicable Law, share with Servicer, upon reasonable notice and request, available internal, external and regulatory reports, including reports related to compliance with consumer protection laws and regulations, if requested.

          5.     Reconciliation Project.

                  A.      As of the last applicable cut-off date for each particular Investor of at least $10,000,000 in unpaid principal balance of Mortgage Loans then serviced by Servicer which is no earlier than 30 days prior to the Effective Date (or, if applicable with respect to any particular Investor, such later date on which Servicer shall have completed a reconciliation of an account in accordance with the Past Practices of the Servicer), or, in the case of custodial clearing accounts, as of the last day of the month immediately preceding the month in which the Effective Date occurs (or, if applicable with respect to any particular Custodial Account, such later date on which Servicer shall have completed a reconciliation in accordance with the Past Practices of the Servicer), the Servicer shall: (i) properly balance and reconcile all Investor accounts and Custodial Accounts against cash requirements under the Applicable Servicing Requirements; (ii) make available for the Subservicer’s inspection documentation to verify the accuracy of the reconciling and balancing activities required under this Section 5, and to explain any discrepancies identified in connection with such reconciling and balancing activities; and (iii) on

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or before the Effective Date, fund any shortages to Custodial Accounts and custodial clearing accounts existing as of the last applicable cut-off date for each particular Investor which is no earlier than 30 days prior to the Effective Date (or, if applicable with respect to any particular Investor, such later date on which the Servicer shall have completed a reconciliation of an account in accordance with the Past Practices of the Servicer) or the last day of the month immediately preceding the month in which the Effective Date occurs (or, if applicable with respect to any particular custodial clearing account, such later date on which the Servicer shall have completed a reconciliation in accordance with the current business practices of the Servicer), as the case may be, which are not collected or cleared on or prior to the Effective Date, with the exception of any shortages approved by the Subservicer in writing. Servicer shall utilize Accepted Servicing Practices in conducting the reconciling and balancing activities required under this Section 5.

                  B.      The aggregate amount of shortfall included in the reconciling items referred to in Section 5(a) (the “Reconciliation Shortfall Amount”) shall be either funded by Servicer at or before the Effective Date or shall be a deduction from remittances made hereunder. Servicer shall pay any portion of the Reconciliation Shortfall Amount due to any third party directly to such third party.

                  C.      With respect to the Subserviced Mortgage Loans, if the Servicer shall have completed the review and reconciliation referred to in Section 5(a) prior to the Effective Date, to the extent reflected by such review and reconciliation, Servicer shall deposit additional amounts in the applicable Custodial Account and/or make appropriate accounting adjustments and/or reduce the remittances as contemplated by Section 5(b) and (ii) in the event that such reconciliation has not been completed by the Effective Date, Servicer hereby covenants and agrees to complete such reconciliation as contemplated by this Section 5 as promptly as possible and to indemnify the Subservicer for any unfunded Reconciliation Shortfall Amount reflected on such review and reconciliation upon completion thereof.

          6.     Delinquency Control

                  Subservicer shall, with respect to each Subserviced Mortgage Loan, as and to the extent required by the Applicable Servicing Requirements:

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                  A.      Take commercially reasonable steps to maintain Subserviced Mortgage Loans in a current status pursuant to Applicable Servicing Requirements, which may include procedures that provide for sending delinquent notices, call campaigns and strategies, assessing late charges, and returning inadequate payments, and procedures for the analysis of Subserviced Mortgage Loans that are distressed or chronically Delinquent.

                  B.      Maintain a collection department. All Subserviced Mortgage Loans that are Delinquent Mortgage Loans or Defaulted Mortgage Loans shall be serviced in accordance with the Applicable Servicing Requirements.

                  C.      Provide Investors with month-end collection and delinquency reports identifying and describing the status of any Subserviced Mortgage Loans that are Delinquent Mortgage Loans and Defaulted Mortgage Loans as and to the extent provided for in the Applicable Servicing Requirements, and from time to time as the need may arise, provide Investors with loan service reports relating to any information which Subservicer is otherwise required to provide thereunder or detailing any matters that Subservicer reasonably believes should be brought to the attention of Investor.

                  D.      Offer loan modification and other foreclosure avoidance agreements and alternatives to Mortgagors, on Servicer’s behalf and, in doing so, comply with Applicable Servicing Requirements. In connection with offering loan modifications to Mortgagors, Subservicer will conform to the requirements set forth in Section 3.O. above.

                  E.      Assist in: (i) the foreclosure or other acquisition of the Mortgaged Property; (ii) the transfer of the Mortgaged Property to HUD or VA, the filing of all reimbursement claim forms and the collection of any applicable mortgage insurance; and (iii) pending completion of these steps, the protection of the Mortgaged Property from deterioration. Subservicer will have title to such property acquired in the name designated by Investor. In case of a voluntary deed in lieu of foreclosure, and purchase by Servicer or Investor for its account, Subservicer will protect the resulting REO Property while so owned to the extent required by the Applicable Servicing Requirements. Upon the sale of the REO Property, on terms as specified by Investor, if payments are deferred and payable under contract or Mortgage, Subservicer will service the same until completely liquidated.

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          7.     Repurchases and Indemnification of Investors

                  A.      Subservicer shall promptly notify Servicer of a repurchase or indemnification request that Subservicer receives from any Investor or Insurer with respect to a Subserviced Mortgage Loan. Subservicer shall cure the complained of defect (if such defect is capable of cure) or contest any repurchase or indemnification request and work directly with the applicable Investor, Insurer and other relevant third parties, and Servicer shall reimburse Subservicer for Subservicer’s reasonable costs in providing such assistance. Servicer shall fund any required repurchase or indemnity payment resulting therefrom (subject to Subservicer’s indemnification obligations under Section 20.B).

                  B.      If Servicer is required to repurchase a Subserviced Mortgage Loan or indemnify an Investor or Insurer with respect to a Mortgage Loan that was originated by a third party originator, Subservicer shall be responsible for the pursuit of any remedies against such third party originator on Servicer’s behalf, and Subservicer shall pursue such remedies from such third party originator, and Servicer shall reimburse Subservicer for Subservicer’s reasonable costs in providing such assistance.

                  C.      Upon receipt of a Mortgagor request to convert a Subserviced Mortgage Loan, the related Mortgage Note and/or Mortgage that contains a conversion feature, Subservicer shall implement such request, as provided for in the Mortgage Loan Documents and Applicable Servicing Requirements. If, upon such conversion, Applicable Servicing Requirements provide for the repurchase of such Subserviced Mortgage Loan, Servicer shall implement and fund such repurchase. Subservicer thereupon shall account for such repurchased Subserviced Mortgage Loan as a Mortgage Held for Investment and shall service such repurchased Subserviced Mortgage Loan in accordance with the terms of this Agreement. The Parties acknowledge the intention of Servicer to sell such repurchase Subserviced Mortgage Loan to a third Person following such repurchase, and Subservicer agrees reasonably to cooperate with and assist Servicer in such sale and to provide or obtain information related to such repurchased Subserviced Mortgage Loan.

                  D.      Repurchased Subserviced Mortgage Loans shall be repurchased and thereafter shall be held in the name of Servicer; provided, that, in the event of any such

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repurchase, such Subserviced Mortgage Loans shall continue to be subject to this Agreement and subserviced by Subservicer during the Term hereof.

          8.     Litigation. Except as otherwise provided herein, Subservicer shall be responsible for management and administration of all loan level litigation, arbitration or other proceeding before any Governmental Body, or any investigation or administrative enforcement action by any Governmental Body (“Litigation”) relating to the Subserviced Mortgage Loans, including, but not limited to, Litigation related to Foreclosure, eviction, quiet title and bankruptcy filings, all costs of which shall be at Servicer’s expense (unless such costs are subject to Subservicer’s indemnification obligation in Section 20.B.). Servicer shall reimburse Subservicer for any out-of-pocket costs that Subservicer incurs in connection with any assistance provided to Servicer for such loan level Litigation, and any such reimbursed costs shall be excluded from the calculation of Direct Cost Per Loan for any related Direct Cost Period. Subservicer shall not, without the prior written consent of Servicer, settle or compromise any claim or any such Litigation against Servicer or any of its Affiliates arising out of or relating to any such Litigation, other than any such settlement involving solely the payment of money damages not to exceed ten thousand dollars ($10,000) in any one (1) instance or one hundred thousand dollars ($100,000) in the aggregate for all such settlements, during any calendar quarter. Notwithstanding the foregoing, but subject to the provisions of Section 10.3(b) of the Asset Purchase Agreement, each Party shall be responsible for management and administration of its defense of any class action Litigation in which such Party or any of its Affiliates is a defendant; provided, however, that Servicer shall not, without the prior written consent of Subservicer, which shall not be unreasonably withheld or delayed, settle or compromise any class action Litigation that would materially adversely impact the manner in which the Subserviced Mortgage Loans are serviced in the future or Subservicer’s operations. Subservicer shall cooperate in obtaining or making available information or documents respecting Subserviced Mortgage Loans involved in Litigation as may be reasonably requested or required by Servicer or its counsel. Servicer shall reimburse Subservicer for any out-of-pocket costs that Subservicer incurs in connection with any assistance provided to Servicer for such class action Litigation (unless such costs are subject to Subservicer’s indemnification obligation in Section 20.B.), and any such reimbursed costs shall be excluded from the calculation of Direct Cost Per Loan for any related Direct Cost Period. Subservicer shall not be obligated to implement any material changes in the way it subservices

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the Subserviced Mortgage Loans resulting from Servicer’s settlement of any Litigation; provided, that Subservicer will cooperate in good faith with Servicer to implement such requirements of settlements; and providedfurther, that Subservicer shall be required to effect any such material changes if Servicer shall agree to indemnify Subservicer, to the extent that such material changes would require Subservicer to perform greater obligations or undertake greater duties under this Agreement than would have otherwise been the case absent such settlement, against any incremental costs to Subservicer as a result of such greater obligations or duties which would cause Direct Cost Per Loan for any Direct Cost Period to exceed $65. To the extent that effecting any such material changes would result in Subservicer’s being unable to comply with any provisions of this Agreement relating to the manner in which the Subserviced Mortgage Loans are to be subserviced (after taking into account the indemnification provided above), Servicer shall agree to the modification of such provision to the minimum extent necessary so as to enable compliance therewith by Subservicer in light of such settlement. Prior to entering into a final settlement of any Litigation that would require Subservicer to implement material changes, Servicer agrees to consult with Subservicer in good faith to try both to establish reasonable time frames for implementation of such changes and to minimize any potential material adverse effect that the implementation of such changes may have on Subservicer.

          9.     Books and Records. Subservicer shall give Servicer or its authorized representative, including without limitation Servicer’s Regulators and any Agency or Investor, the opportunity at any time during its normal business hours and following reasonable prior written notice to examine Subservicer’s books and records related to the Subserviced Mortgage Loans (including, in the event of any Subserviced Mortgage Loan that is a second Mortgage Loan, any and all records pertaining to the first lien on such Mortgaged Property). Subservicer will keep records pertaining to each Subserviced Mortgage Loan and Mortgagor in such form and content as is necessary to fully satisfy the Applicable Servicing Requirements. Such records related to the Subserviced Mortgage Loans and the related Mortgagors shall be the property of Servicer and, upon Servicer’s request, Subservicer shall promptly provide requested information contained in such records to Servicer as and in the form reasonably requested. Subservicer’s performance of its obligations under this Section 8 shall be at Subservicer’s sole expense, except for excessive requests. Upon termination of this Agreement, all records pertaining to the

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Subserviced Mortgaged Loans shall be delivered to Servicer at Servicer’s expense. Notwithstanding the foregoing, however, Subservicer at its own expense may copy any such records before delivering them to the Servicer.

          10.   Insurance. Subservicer shall maintain at its expense at all times while this Agreement is in force blanket policies of fidelity, theft, forgery and errors and omissions insurance covering all officers and employees of Subservicer acting in any capacity with respect to the Subserviced Mortgage Loans with terms and in amounts sufficient to satisfy the Applicable Servicing Requirements. Subservicer shall add Servicer as a named loss payee on all such policies of insurance, and shall provide at least thirty (30) days prior written notice to Servicer or the applicable Investor, if required, of any modification to or cancellation of such insurance policies. If requested by Servicer, Subservicer shall cause certificates evidencing the existence of such coverage to be delivered to Servicer. Subservicer shall also maintain or obtain annually certificates of coverage for blanket policies of fidelity, theft, forgery and errors and omissions insurance covering all vendors utilized in connection with the subservicing of the Subserviced Mortgage Loans in amounts sufficient to satisfy the Applicable Servicing Requirements.

          11.   Misdirected Payments. If any Mortgagor should make a payment under a Subserviced Mortgage Loan after the Effective Date to Servicer that should have been made to Subservicer, including but not limited to a full payoff or refinance of the Note, Servicer agrees to: (i) wire said payment to Subservicer the same Business Day if related to the payoff or refinance of a Subserviced Mortgage Loan and (ii) forward said payment to Subservicer within two (2) Business Days for all other payments under a Subserviced Mortgage Loan.

          12.   Privacy.

                  A.      Servicer shall provide to Subservicer a complete copy of its policies and procedures related to the privacy of Mortgagor information (“Privacy Policy”). Servicer shall deliver to Subservicer all updates or modifications to the Privacy Policy no less than thirty (30) days prior to the date on which such update or modification becomes effective;

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                  B.      With respect to the Subserviced Mortgage Loans, Servicer acknowledges and agrees that Subservicer may: (i) disclose Mortgagor information in the same manner and to the same extent as Servicer may do so under Applicable Law, Servicer’s Privacy Policy, Section 13.G. of this Agreement and the Transition Services Agreement; and (ii) disclose or use Mortgagor information to the extent that such disclosure or usage relates to the carrying out of the purposes for which Servicer provided such Mortgagor information to Subservicer as described in this Agreement and as permitted under Applicable Law;

                  C.      With respect to the Subserviced Mortgage Loans, Subservicer agrees to comply with Gramm-Leach-Bliley Act (“GLBA”) and other Applicable Law applicable to the privacy and security of nonpublic personal information (“NPI”), and implement measures consistent with Accepted Servicing Practices and Applicable Servicing Requirements to: (i) ensure the security and confidentiality of Mortgagor records and information; (ii) protect against any anticipated threats or exposure to the security or integrity of such records; (iii) guard against unauthorized access to use of such records or information that could result in substantial harm or inconvenience to a Mortgagor; (iv) adopt and maintain reasonable procedures, as well as train its employees, to protect the security, confidentiality, and privacy of Mortgagors’ NPI including without limitation in connection with the disposal of NPI; and (v) not sell, transfer, rent or disclose to any third parties Mortgagors’ NPI, except for the limited purposes expressly set forth in this Agreement or otherwise agreed to by Servicer.

                  D.      Subservicer complies with the data security regulatory standards required by the Federal Financial Institutions Examination Council’s and the Office of the Comptroller of the Currency. In addition, Subservicer complies with the data security regulatory standards required by any Regulator. Subservicer routinely tests its infrastructure, including perimeter assets, systems and networks on not less than an annual basis; security programs to monitor, manage and report data security are conducted on a monthly basis. Upon reasonable prior notice, Servicer may request information and conduct follow-up interviews about the measures Subservicer employs to safeguard confidential and customer information. If Subservicer detects, discovers, or is notified that an incident resulted in, or could result in, unauthorized destruction, loss, alteration of, or access to confidential or customer information, including a security breach of its computer system or its physical facilities, Subservicer will promptly notify Servicer and

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will provide Servicer with such information it may need in order to allow Servicer to meet its customer notification requirements. Subservicer will also preserve all records and other evidence relating to the security incident. Subservicer shall use its best efforts to mitigate any damage or liability resulting from such security incident, and shall comply with the applicable SLAs and the Applicable Servicing Requirements in connection with notification, mitigation, indemnity and cure of such incident.

          13.   Representations, Warranties and Covenants of Subservicer. Subservicer represents, warrants and covenants with Servicer, as of the date hereof, or such other date as specified below, that:

                  A.      Subservicer is validly existing as a national banking organization organized under the federal laws of the United States and has and will have all requisite power and authority to carry on its business as now conducted and as conducted during the Term of this Agreement. Subject to federal preemption of Applicable Laws, Subservicer has in full force and effect (without notice of possible suspension, revocation or impairment) all applicable qualifications, permits, approvals, licenses, and registrations to conduct all activities in all states in which its activities with respect to the Subserviced Mortgage Loans or related servicing rights require it to be qualified or licensed, except where the failure of Subservicer to possess such qualifications, licenses, permits, approvals and registrations would not have a material adverse effect on the ability of Subservicer to enforce any Subserviced Mortgage Loan. Subservicer has all requisite power and authority to enter into this Agreement, and the individuals executing this Agreement on behalf of Subservicer are duly authorized to do so.

                  B.      Subservicer is, or will be by the Effective Date, an approved servicer for Freddie Mac and Fannie Mae, an approved Ginnie Mae servicer in good standing and qualified by FHA and VA as a lender/mortgagee and servicer of FHA-insured Mortgage Loans and VA-guaranteed Mortgage Loans. If a Private Investor is the Investor for a Subserviced Mortgage Loan, Subservicer is, or will be as soon as practicable following the Effective Date, an approved originator, seller and servicer, as applicable, in good standing with such Private Investor. Subservicer has, or will obtain as soon as practicable following the Effective Date, the servicer ratings with the nationally recognized ratings agencies that are required under the Servicing

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Agreements with Private Investors or in order to maintain the rating of any securitization and as specified on Exhibit “E-1” attached hereto. Once approved, Subservicer shall at all times thereafter during the term of this Agreement maintain the foregoing approvals and ratings.

                  C.      No approval from any local, state, or federal agency or authority must be obtained by Subservicer, other than those obtained by the Effective Date, in connection with its execution and delivery of this Agreement or in order for Subservicer to consummate the transactions contemplated by this Agreement. Subservicer agrees to obtain any necessary approval by Investors and Insurers for the assumption of Subservicer’s responsibilities under this Agreement; provided, that Servicer will cooperate with Subservicer as reasonably requested to obtain such approvals.

                  D.      During the Term of this Agreement, except as otherwise provided herein, Subservicer shall comply with all Applicable Servicing Requirements in connection with its subservicing of the Subserviced Mortgage Loans including, without limitation, subservicing the Subserviced Mortgage Loans in such a manner to enable Subservicer to provide disclosures, assessments of compliance and attestations and annual independent auditors’ assessments of the Subservicer’s performance. Subservicer shall perform its obligations as set forth in the Regulation AB Addendum executed by Servicer and Subservicer in the form attached hereto as Exhibit “J” to the extent necessary for compliance with Applicable Servicing Requirements. If and to the extent that Subservicer actually knows, discovers or determines at any time during the Term of this Agreement that, in performing its duties under this Agreement, Subservicer is in violation of the Applicable Servicing Requirements in any material respect, Subservicer shall promptly notify Servicer in writing of such violation.

                  E.      Subservicer shall not, during the Term of this Agreement, enter into any agreement or arrangement pursuant to which Subservicer shall assign or any third party or parties shall assume Subservicer’s obligations with respect to the subservicing and administration of the Subserviced Mortgage Loans. Further, Subservicer shall not, without the prior written consent of Servicer, enter into any agreement or arrangement with any third party or parties with respect to the performance of any material function related to the servicing and administration of the Subserviced Mortgage Loans (excluding arrangements or agreements in effect as of the Effective

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Date or the delegation of customary ancillary duties that do not constitute servicing); provided, that, with respect to any agreement or arrangement entered into by Subservicer in compliance with this Section 13.E. (i) any such arrangement or agreement shall be consistent with and not violate the terms of this Agreement, and (ii) Subservicer shall remain at all times obligated and liable for the subservicing and administration of the Subserviced Mortgage Loans on the terms provided in this Agreement. For the avoidance of doubt, any such agreement or arrangement shall comply with all Applicable Servicing Requirements, including without limitation all requirements of any Governmental Body or Regulator having jurisdiction over Servicer or the Subserviced Mortgage Loans.

                  F.      There is no action, suit, proceeding or investigation pending or, to Subservicer’s knowledge, threatened against the Subservicer, which, either in any one instance or in the aggregate, is reasonably likely to result in any material adverse change in the business, operations or financial condition of the Subservicer, or in any material impairment of the right or ability of the Subservicer to carry on its business substantially as now conducted, or in any material liability on the part of the Subservicer, or which would draw into question the validity of this Agreement or the Subserviced Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Subservicer contemplated herein, or which would be likely to impair materially the ability of the Subservicer to perform its obligations hereunder.

                  G.      During the Term of this Agreement, except as otherwise expressly agreed in writing by the Parties, Subservicer shall not, and shall cause its employees not to, solicit Mortgagors with respect to the Subserviced Mortgage Loans for any purpose (other than in the performance of Subservicer’s obligations with respect to loss mitigation under this Agreement), including without limitation a refinancing of any Subserviced Mortgage Loan, the origination of a mortgage loan secured by another Mortgaged Property owned by such Mortgagor, or the sale of optional insurance or any other banking or financial products or services; provided, however, that the following shall not constitute solicitation and shall not violate this covenant: (i) mass advertising or mailings (such as placing advertisements on television, on radio, in magazines or in newspapers or including messages in billing statements) that are not primarily directed towards the Mortgagors, and (ii) a solicitation for financial services to Mortgagors with whom Subservicer or an affiliate has a customer relationship unrelated to the Subserviced Mortgage

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Loan. Subservicer shall refer any written or oral requests received from a Mortgagor for a replacement or new mortgage loan, optional insurance or any other banking or financial product or service to Servicer as promptly as practicable but not later than two (2) Business Days after Subservicer receives any such request or, if agreed by the Parties in writing, Subservicer shall fulfill such request on Servicer’s behalf and in Servicer’s name.

                  H.      Subservicer will maintain at all time during the Term a disaster recovery plan that complies with the Applicable Servicing Requirements, including without limitation any regulations and Orders of any Regulator. Subservicer will provide Servicer or its Regulator a copy upon request at Subservicer’s expense. Any updates to the disaster recovery plan shall be provided to Servicer within thirty (30) days of such update. The plan will be audited and tested at least once every twelve (12) months or as may otherwise be required pursuant to any Applicable Servicing Requirements or Applicable Laws, including without limitation any regulations and Orders of any Regulator. Subservicer shall not diminish or eliminate the level of service provided pursuant to this Agreement under the disaster recovery plan without Servicer’s prior written consent. In addition, Subservicer shall: (a) provide Servicer with a copy of any future third party certification report(s) that review and/or certify the disaster recovery plan when such report(s) is made available to Subservicer and (b) upon Servicer’s requests from time to time, allow Servicer, its Regulator or their agents on a semi-annual basis to review the disaster recovery plan procedures.

          14.   Representations, Warranties and Covenants of Servicer. Servicer represents, warrants and covenants with Subservicer, as of the date hereof, or such other date as specified below, as follows:

                  A.      Servicer is validly existing as a national banking organization organized under the federal laws of the United States and has and will have all requisite power and authority to carry on its business as now conducted and as conducted during the Term of this Agreement. Subject to federal preemption of Applicable Laws, Seller has in full force and effect (without notice of possible suspension, revocation or impairment) all applicable qualifications, permits, approvals, licenses, and registrations to conduct all activities in all states in which its activities with respect to the Subserviced Mortgage Loans or related servicing rights require it to

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be qualified or licensed, except where the failure of Servicer to possess such qualifications, licenses, permits, approvals and registrations would not have a material adverse effect on the ability of Subservicer or Servicer to enforce any Subserviced Mortgage Loan. Servicer has all requisite power and authority to enter into this Agreement. The individuals executing this Agreement on behalf of Servicer are duly authorized to do so.

                  B.      Servicer is an approved servicer for Freddie Mac, Fannie Mae, an approved Ginnie Mae servicer in good standing and is qualified by FHA and VA as a lender/mortgagee and servicer of FHA-insured Mortgage Loans and VA-guaranteed Mortgage Loans. If a Private Investor is the Investor for a Subserviced Mortgage Loan to be subserviced hereunder, and if required for the performance of its obligations under the Servicing Agreement or this Agreement, Servicer is an approved servicer in good standing with such Private Investor. Servicer shall at all times during the term of this Agreement maintain the foregoing approvals.

                  C.      Except as set forth on Exhibit “E-2”, no approval from any Investor, or any local, state, or federal agency or authority must be obtained by Servicer, other than those obtained by the Effective Date, in connection with its execution and delivery of this Agreement or in order for Servicer to consummate the transactions contemplated by this Agreement. Servicer shall, at its expense, be responsible for compliance with any state, Investor, and Insurer requirements applicable to the assumption by Subservicer of its responsibilities under this Agreement, including without limitation obtaining all necessary state, if applicable, Investor and Insurer consents or approvals as may be required by the Servicing Agreements and Applicable Servicing Requirements.

                  D.      There is no action, suit, proceeding or investigation pending or, to Servicer’s Knowledge, threatened against the Servicer, which, either in any one instance or in the aggregate, is reasonably likely to result in any material adverse change in the business, operations or financial condition of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or the Subserviced Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to

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impair materially the ability of the Servicer to perform its obligations hereunder, or materially and adversely affect the servicing obligations with respect to the Subserviced Mortgage Loans.

                  E.      Servicer shall reasonably cooperate with and assist Subservicer as requested by Subservicer, in carrying out Subservicer’s covenants, agreements, duties, and responsibilities under this Agreement and, in connection therewith, Servicer shall execute and deliver, at Servicer’s expense, all such papers, documents and instruments set forth on Exhibit “C” attached hereto and as may otherwise be necessary and appropriate in furtherance thereof including without limitation appropriate Powers of Attorney as requested by Subservicer. Servicer agrees to comply with all Applicable Servicing Requirements. Servicer shall perform its obligations as set forth in the Regulation AB Addendum executed by Servicer and Subservicer in the form attached hereto as Exhibit “J” to the extent necessary for compliance with Applicable Servicing Requirements.

                  F.      Servicer shall provide to Subservicer, at Servicer’s expense: all Mortgage Loan Documents and other applicable documentation for each Subserviced Mortgage Loan to enable Subservicer to maintain the Subserviced Mortgage Loan on Subservicer’s mortgage loan servicing system and related surrounding and supplemental systems and applications. All such documentation shall be delivered to Subservicer upon the Effective Date. Any files associated with quality control audits and any associated record keeping retained by Servicer shall be available to Subservicer within a reasonable time following request. In connection with the foregoing, the Parties acknowledge and agree that delivery of the Mortgage Loan Documents shall be effected in connection with the closing of the sale of certain assets of the Business by means of Subservicer’s occupancy and rental of FHHL’s Headquarters (as defined in the Asset Purchase Agreement) as of the Closing Date.

                  G.      Within five(5) Business Days after receipt by Servicer, or within such earlier time period as may be necessary to allow Subservicer the opportunity to take action to protect the Mortgaged Property or the priority of the Mortgage or to take such other action as may be required in accordance with the Applicable Servicing Requirements, and to avoid fines, penalties and the like, Servicer shall promptly notify Subservicer whenever it receives actual notice of any liens, bankruptcies, condemnations, probate proceedings, tax sales, partitions, local

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ordinance violations, condemnations or proceedings in eminent domain that could impair the security of any Subserviced Mortgage Loan, or of vacancy, waste or vandalism of or to the Mortgaged Property.

                  H.      Servicer agrees to cause its directors or their authorized designees to appoint the employees of Subservicer set forth on Exhibit “K” as officers of Servicer in the capacities set forth therein solely for the purpose of performing Subservicer’s obligations under this Agreement, such appointment to remain in effect during the Term of this Agreement; provided, however, that should the persons appointed by the authorized officers cease to serve as employees of Subservicer for any reason whatsoever, Servicer agrees to cause its authorized officers, as appropriate, to remove such persons as officers of Servicer and to appoint a substitute or substitutes acceptable to both Parties.

                  I.      Subservicer shall, on Servicer’s behalf and as needed, from and after the Effective Date, notify the applicable taxing authorities (except as such is handled through the tax service company) and Insurers of the assumption of the subservicing responsibilities by Subservicer and include instructions to deliver all notices, tax bills and insurance statements, as the case may be, to Subservicer or the applicable tax service provider, as the case may be.

                  J.      Subservicer shall, on Servicer’s behalf and as needed, from and after the Effective Date, notify all foreclosure attorneys and trustees under Mortgage Instruments who, on the Effective Date, are providing legal or foreclosure-related services to or on behalf of Servicer in connection with pending foreclosures involving one or more of the Subserviced Mortgage Loans, of the transfer of the subservicing of the Subserviced Mortgage Loans to Subservicer.

                  K.      Subservicer shall, on Servicer’s behalf and as needed, from and after the Effective Date, notify all bankruptcy trustees of the assumption of Subservicer’s subservicing obligations under this Agreement.

                  L.Each Subserviced Mortgage Loan has a fully paid, freely transferable, verified life of loan flood tracking service contract with Federal Flood Certification Corporation.

                  M.If any Subserviced Mortgage Loan is secured by a Mortgaged Property located in a Federal Emergency Management Agency designated special flood hazard area, then

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(to the extent required by Applicable Servicing Requirements), flood insurance policies are in full force and effect in the amounts required by Investors under Applicable Servicing Requirements or are insured through Servicer’s “gap coverage” flood insurance policy, or Servicer is in the process of obtaining or will obtain forced place insurance in the amounts required by Investors under Applicable Servicing Requirements.

                  N.      All Mortgaged Properties are currently insured against fire and have extended coverage insurance, including coverage for perils customary in the geographic area where the related Mortgaged Property is located, in the amounts required by the Investors under Applicable Servicing Requirements; all insurance premiums on such insurance policies have been paid in a timely manner; and there have been no fire losses on the Mortgaged Properties where Servicer’s estimate of loss is materially greater than the net recovery from the fire insurance carrier or Servicer is in the process of obtaining or will obtain forced place insurance in the amounts required by Investors under Applicable Servicing Requirements. To Servicer’s Knowledge, there have been no fire losses on any Mortgaged Property as to which there is a pending coinsurance claim.

                  O.      All terms, conditions, agreements and other arrangements between Servicer and each Investor with respect to the servicing of the Subserviced Mortgage Loans are set forth in the Servicing Agreements provided to Subservicer, and such Servicing Agreements are true, correct and complete. Servicer has complied in all respects with all of its contractual obligations under each Servicing Agreement, except to the extent that any such failure to comply would not have, individually, or in the aggregate, and would not reasonably be expected to have, a material adverse effect on the Servicer or the servicing rights or obligations with respect to any Subserviced Mortgage Loan. Servicer may in its discretion consent to the amendment of any of the terms of any Servicing Agreement; provided, that if and to the extent that any such amendments would materially increase Subservicer’s duties and obligations under this Agreement and to the extent that such consent may legally be withheld by Servicer, Servicer shall first obtain the prior written consent of Subservicer (which consent shall not be unreasonably withheld or delayed).

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                  P.      All payments into and disbursements from and calculations with respect to Custodial Accounts and Escrow Accounts have been executed and performed in compliance with the Applicable Servicing Requirements, except where the failure to do so would not have a material adverse effect on the Servicer or the servicing rights or obligations with respect to any Subserviced Mortgage Loan. Subject to and in accordance with the Applicable Servicing Requirements pertaining generally to the type, size or capitalization of depository institutions qualified to hold such balances of Investors, Insurers and governmental authorities, Servicer has the right and power to determine the financial institutions in which the Custodial Accounts and Escrow Accounts are held and is not bound by any agreement that would limit the Servicer’s ability to move any Custodial Accounts or Escrow Accounts to any other financial institutions. All Custodial Accounts and Escrow Accounts are maintained in accordance with the Applicable Servicing Requirements in all material respects.

                  Q.      All calculations required to be made by the Servicer with respect to the amount of principal, interest, payments of Escrow Funds and other amounts due and owing by a Mortgagor from time to time under each Subserviced Mortgage Loan have been made in compliance with all Applicable Servicing Requirements, except where failure to do so would not have, in the aggregate, a material adverse effect on the Servicer or the servicing rights or obligations with respect to any Subserviced Mortgage Loan. All invoices transmitted to the Mortgagors by the Servicer for principal, interest, payments of Escrow Funds and all other amounts due and payable under each Subserviced Mortgage Loan have been prepared, and the funds collected from the Mortgagors have been applied for the payment of such amounts, in compliance with all Applicable Servicing Requirements, except where failure to do so would not have, in the aggregate, a material adverse effect on the Servicer or the servicing rights or obligations with respect to any Subserviced Mortgage Loan.

                  R.      All Pools have been certified, finally certified and recertified (if required) in accordance in all material respects with all Applicable Servicing Requirements.

                  S.      Each Subserviced Mortgage Loan was originated, sold and securitized, as applicable, in compliance with all Applicable Servicing Requirements, Applicable Laws and Accepted Servicing Practices, except where such lack of compliance would not have a

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material adverse effect on the ability of Subservicer to perform its obligations under this Agreement or on the ability of Subservicer or Servicer to enforce any Subserviced Mortgage Loan. The Service Quality Indicators set forth on Exhibit “D-2” attached hereto are true, accurate and complete in all material respects. If and to the extent that Servicer actually knows, discovers or determines at any time during the Term of this Agreement that Servicer was, prior to the Effective Date with respect to the Subserviced Mortgage Loans, in violation of the Applicable Servicing Requirements in any material respect, Subservicer shall promptly notify Servicer in writing of such violation.

          15.   Compensation to Subservicer; Make Whole Payments. For providing the services set forth in this Agreement, and for other good and valuable consideration provided by Subservicer, it is agreed that:

                  A.      Subservicer shall be paid the Subservicing Fee, calculated and paid as and when provided in Exhibit “B” attached hereto.

                  B.      Subject to the Cap, in the event that, for any Direct Cost Period during the Term, (i) Direct Cost Per Loan exceeds $65.00 and (ii) Servicer fails to maintain as of the end of such Direct Cost Period the minimum number of Subserviced Mortgage Loans set forth in Exhibit “H”, Servicer shall pay to Subservicer a Make Whole Payment with respect to such Direct Cost Period. Make Whole Payments, if applicable, shall be calculated in arrears and shall be paid as described on Exhibit “B”.

                  C.      As a condition precedent to Servicer’s obligation to pay any Make Whole Payment with respect to any Direct Cost Period (other than as required as an alternative to the Early Termination Fee in Section 18.C.): (i) Subservicer shall have maintained the service levels specified in the SLAs set forth on Exhibit “D-1” during the related Direct Cost Period in all material respects; provided, that Subservicer’s failure to so maintain such service levels during any Direct Cost Period shall not excuse Servicer’s obligation to pay any Make Whole Payment if Servicer’s historic Servicer Quality Indicators set forth on Exhibit “D-2” attached hereto are not true, accurate and complete in all material respects; (ii) no breach by Subservicer exists on the date that a Make Whole Payment is due which, with the giving of notice or the passage of time, or both, would constitute a breach by Subservicer of this Agreement for which Servicer may

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terminate this Agreement; and (iii) the closing of the sale and purchase of the Purchased Servicing Rights on the Closing Date shall have occurred. Further, for any Direct Cost Period in which, as a result of Subservicer’s flow or bulk sales or acquisition activities, the composition and quality of the Owned Servicing Rights Loans materially changes from the composition and quality of the Mortgage Loans originated by Servicer during the ninety (90) days preceding the Effective Date, taken as a whole, to the extent that such material change in composition and quality would cause Servicer to pay a Make Whole Payment or an increased Make Whole Payment as a result of an increase in Direct Cost Per Loan, then, in determining the amount of any such Make Whole Payment, the Parties shall exclude any increase in Direct Cost for such Direct Cost Period resulting from such material changes. For the avoidance of doubt, it is the Parties’ intention that any such material changes shall not extinguish Servicer’s obligation to make a Make Whole Payment except to the extent of the financial impact on Direct Cost resulting from such material changes. If at any time during the Term, as a result of one or more Bulk Sales (as defined in Section 16) by Servicer to Subservicer, the Purchased Servicing Rights Loans include an additional 175,000 Mortgage Loans exclusive of the Purchased Servicing Rights Loans on the Closing Date, then Servicer shall have no further obligation to pay any Make Whole Payment.

                  D.      In the event that there is a material change or changes in Applicable Laws or Applicable Servicing Requirements and a resulting material adverse change in any Direct Cost, the Parties shall reasonably cooperate and enter into good faith negations to determine what, if any, amendments to this Agreement may need to be effected with respect to the definition of Direct Cost in order to preserve the intent of the Parties.

          16.   Right of First Look. Prior to commencing to offer the Servicing with respect to all or any portion of the Subserviced Mortgage Loans for sale from time to time during the Term (a “Bulk Sale”) to any third party, Servicer shall notify Subservicer in writing and shall first offer Subservicer the opportunity to submit a written offer in connection with the Bulk Sale. Servicer shall provide and make available to Subservicer the same information related to the related Subserviced Mortgage Loans as Servicer will provide and make available to other third party prospective bidders for consideration, and Subservicer shall have a period of ten (10) Business Days following the receipt of Servicer’s notice to provide a written offer to Servicer with respect

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to the Bulk Sale. If Servicer fails to receive Subservicer’s written offer or elects to reject an offer submitted by Subservicer within such ten (10) Business Day period, Servicer may offer such Bulk Sale to other third parties without any further obligation to Subservicer in connection with such Bulk Sale other than as set forth herein with respect to the partial termination of this Agreement related to such Subserviced Mortgage Loans; provided, however, that Servicer will involve Subservicer in such third party marketing process.

          17.   Term of Agreement. The Term of this Agreement shall commence on the Effective Date and shall end at the close of business on the last day of the twelfth (12^th) Direct Cost Period, or if such day is not a Business Day, the preceding Business Day; provided, however, that Servicer and Subservicer may earlier terminate this Agreement in whole or in part as permitted in Sections 18 and 19 below.

          18.   Termination by Servicer.

               A.      Servicer may, by written notice to Subservicer, terminate this Agreement in its entirety, or with respect to a portion of the Subserviced Mortgage Loans to the extent the following relates to such portion:

          (i)      For Cause. Cause shall mean (a) Subservicer fails to perform its obligations or breaches its covenants hereunder and does not cure such failure within thirty (30) calendar days of written notice by Servicer to Subservicer of such failure of performance or breach, unless the Applicable Servicing Requirements or Applicable Law require cure within a shorter time period and, in such case, within the time period prescribed therein; provided, however, if Subservicer is prosecuting a cure in good faith in a manner consistent with Applicable Servicing Requirements, such cure period shall be extended for up to an additional sixty (60) days as long as Servicer is not materially prejudiced by such extension of time to cure; (b) any representation or warranty of Subservicer is breached and Subservicer does not cure such breach within sixty (60) calendar days of written notice by Servicer to Subservicer; provided, however, if Subservicer is prosecuting a cure in good faith in a manner consistent with Applicable Servicing Requirements, such cure period shall be extended for up to an additional thirty (30) days as long as Servicer is not materially prejudiced by such extension of time to

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cure; (c) any insolvency, bankruptcy or similar proceeding shall have been commenced with respect to Subservicer, or a decree or Order of an appropriate court, Governmental Body or Regulator for the appointment of a conservator, receiver or liquidator shall have been entered against Subservicer and such appointment continues undischarged or unstayed for sixty calendar days; or any such proceeding continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; (d) any assignment or attempted assignment by Subservicer of this Agreement in violation of Section 23 or (e) an Investor or Regulator requires the termination hereof with respect to any Subserviced Mortgage Loans as a result of any event or occurrence described in the preceding clauses; provided, however, that any such termination shall be effective only with respect to the Subserviced Mortgage Loans subserviced for such Investor or Regulator;

          (ii)      In any event and without Cause at any time during the Term upon at least ninety (90) calendar days’ written notice from Servicer to Subservicer, or

          (iii)     In the event an Agency, Investor or Regulator requires the termination hereof with respect to any Mortgage Loans subserviced under this Agreement other than for Cause.

               B.      Servicer shall identify, in its written notice, those Subserviced Mortgage Loans as to which termination shall be effective if termination relates to a portion of the Subserviced Mortgage Loans and not to the Agreement in its entirety. This Agreement shall remain in full force and effect in all respects with respect to the continued subservicing of Subserviced Mortgage Loans not subject to such partial termination. Upon termination of the Agreement under this Section 18, Subservicer shall, at Subservicer’s expense if such termination is in accordance with Section 18.A(i), or at Servicer’s expense if such termination is in accordance with Section 18.A(ii) or Section 18.A.(iii), and in all cases in accordance with Applicable Servicing Requirements, with respect to each Subserviced Mortgage Loan as to which termination is effective: (i) account for and turn over to Servicer (or its designee) all funds collected under such Subserviced Mortgage Loan, less only the compensation then due Subservicer and unreimbursed Monthly Advances and Servicing Advances made by Subservicer,

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(ii) advise the related Mortgagor in accordance with the Applicable Servicing Requirements that its Subserviced Loan will henceforth be serviced by Servicer, Servicer’s designee, Investor or Investor’s designee, as directed by Servicer, (iii) promptly deliver to Servicer, Investor (or their designees), as directed by Servicer, all records and documents relating to such Subserviced Mortgage Loan that it may have in its possession, and (iv) if applicable, notify the applicable Investor, Insurer or other party as required under the terms of any securitization on Servicer’s behalf of such termination in accordance with Applicable Servicing Requirements, and (v) otherwise assist in the orderly transfer and conversion of the servicing of the terminated Subserviced Mortgage Loan from Subservicer’s systems to Servicer or its designee and, in connection therewith, take all such actions as may be reasonably requested by Servicer or its designee. If applicable, Servicer also shall be obligated to advise the related Mortgagor in accordance with the Applicable Servicing Requirements that its Subserviced Loan will henceforth be serviced by Servicer, Servicer’s designee, Investor or Investor’s designee, as applicable.

                  C.      If Servicer terminates this Agreement in full with respect to all remaining Subserviced Mortgage Loans at any time during the Term pursuant to Section 18.A.(ii) or Section 18.A.(iii) above, Servicer shall, subject to the Cap, either (i) pay Subservicer the related Early Termination Fee for the applicable Direct Cost Period or (ii) continue to pay Make Whole Payments for the Direct Cost Periods remaining during the Term of this Agreement. The Parties acknowledge that Servicer shall have no obligation to pay the Early Termination Fee as a result of Servicer’s sale of any portion of the servicing rights with respect to the Subserviced Mortgage Loans, but shall have the obligation to pay an Early Termination Fee only for termination in full of this Agreement as set forth in the preceding sentence. In addition to the foregoing and not in limitation thereof, if at any time during the Term, as a result of one or more Bulk Sales (as defined in Section 16) by Servicer to Subservicer, the Purchased Servicing Rights Loans include an additional 175,000 Mortgage Loans exclusive of the Purchased Servicing Rights Loans on the Closing Date, then Servicer shall have no further obligation to pay any Early Termination Fee.

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          19.   Termination by Subservicer.

                  A.     Subservicer may, by written notice to Servicer, terminate this Agreement in its entirety, or with respect to a portion of the Subserviced Mortgage Loans to the extent the following relates to such portion:

            (i)      For Cause. Cause shall mean that (a) Servicer fails to perform its obligations or breaches its covenants hereunder and does not cure such failure within thirty (30) calendar days of written notice by Subservicer to Servicer of such failure of performance or breach, unless the Applicable Servicing Requirements or Applicable Law require cure within a shorter time period and, in such case, within the time period prescribed therein, provided, however, if Servicer is prosecuting a cure in good faith in a manner consistent with Applicable Servicing Requirements, such cure period shall be extended for up to an additional sixty (60) days as long as Subservicer is not materially prejudiced by such extension of time to cure; (b) any representation or warranty of Servicer is breached, and Subservicer does not cure such breach within sixty (60) calendar days of written notice by Servicer to Subservicer, provided, however, if Servicer is prosecuting a cure in good faith in a manner consistent with Applicable Servicing Requirements, such cure period shall be extended for up to an additional thirty (30) days as long as Subservicer is not materially prejudiced by such extension of time to cure; (c) any insolvency, bankruptcy or similar proceeding shall have been commenced with respect to Servicer, or a decree or Order of an appropriate court, Governmental Body or Regulator for the appointment of a conservator, receiver or liquidator shall have been entered against Servicer, and such appointment continues undischarged or unstayed for sixty (60) calendar days; or any such proceeding continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; (d) any assignment or attempted assignment by Servicer of this Agreement in violation of Section 26; or (e) an Agency, Investor or Regulator requires the termination hereof with respect to any Subserviced Mortgage Loans as a result of any event or occurrence described in the preceding clauses; provided, however, that any such termination shall be effective only with respect to the Subserviced Mortgage Loans subserviced for such Investor;

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            (ii)      In the event an Agency, Investor or Regulator requires the termination hereof with respect to any Mortgage Loans subserviced under this Agreement other than for Cause.

Subservicer shall have no right to terminate this Agreement without cause during the Term.

                  B.     Notwithstanding the foregoing, termination by Subservicer pursuant to Section 19.A(i) or Section 19.A.(ii) shall not be effective unless and until a successor subservicer is appointed and the Subserviced Mortgage Loans have been transferred to and accepted by such successor subservicer. Servicer shall use its best efforts to obtain a successor subservicer as promptly as possible if required by an applicable Servicing Agreement.

                  C.     Upon a termination pursuant to Section 19.A (i) or Section 19.A.(ii), Subservicer shall identify, in its written notice, those Subserviced Mortgage Loans as to which termination shall be effective if termination relates to a portion of the Subserviced Mortgage Loans and not to the Agreement in its entirety. In the event of such partial termination, this Agreement shall remain in full force and effect in all respects with respect to the continued subservicing of Subserviced Mortgage Loans not subject to such partial termination; provided, that Servicer shall have no obligation to pay an Early Termination Fee or any Make Whole Payment related to any Direct Cost Period following the effective date of Subservicer’s partial or full termination of this Agreement other than for Cause. Except as set forth herein, any termination by the Subservicer shall terminate this Agreement in its entirety. Upon termination of the Agreement under this Section 19, Subservicer shall, at Subservicer’s expense if such termination was pursuant to Section 19.A(ii), and at Servicer’s expense if such termination was pursuant to Section 19.A(i) or if such termination results from the expiration of the Term, and in all cases in accordance with Applicable Servicing Requirements, with respect to each Subserviced Mortgage Loan as to which termination is effective: (i) account for and turn over to Servicer (or its designee) all funds collected under such Subserviced Mortgage Loan, less only the compensation then due Subservicer and unreimbursed Monthly Advances and Servicing Advances made by Subservicer, (ii) advise the related Mortgagor in accordance with the Applicable Servicing Requirements that its Subserviced Mortgage Loan will henceforth be serviced by Servicer, Servicer’s designee, Investor or Investor’s designee, as directed by

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Servicer, (iii) promptly deliver to Servicer, Investor (or their designees), as directed by Servicer, all records and documents relating to each Subserviced Mortgage Loan that it may have in its possession, and (iv) otherwise assist in the orderly transfer and conversion of the servicing of the Subserviced Mortgage Loan from Subservicer’s systems to Servicer or its designee and, in connection therewith, take all such actions as may be reasonably requested by Servicer or its designee. Subservicer also shall be obligated to advise the related Mortgagor in accordance with the Applicable Servicing Requirements that its Subserviced Loan will henceforth be serviced by Servicer, Servicer’s designee, Investor or Investor’s designee, as applicable.

          20.   Indemnity.

                  A.     Independence of Parties. The following terms shall govern the relationship between Servicer and Subservicer:

          (1)      Subservicer shall have the status of and act as an independent contractor, and

          (2)      Subservicer shall not be responsible for representations, warranties or contractual obligations, or compliance with Applicable Servicing Requirements, in connection with (a) the sale to or by any Investor of any Subserviced Mortgage Loans, or (b) the origination or servicing or subservicing of any of the Subserviced Mortgage Loans prior to the Effective Date and assumption of subservicing of the related Subserviced Mortgage Loans by Subservicer pursuant to this Agreement.

                  B.     Indemnification by Subservicer. Subservicer shall indemnify, defend and hold Servicer and its Affiliates and their respective officers, directors, shareholders, employees, and agents harmless from any Damages resulting from or arising out of Subservicer’s failure to observe any or all of Subservicer’s covenants, agreements, warranties or representations contained in this Agreement or the Applicable Servicing Requirements, excluding, however, any failure by Subservicer:

          (1)to make payment of money to a third Party which failure is attributable to a breach of this Agreement by Servicer hereunder; or

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          (2)      which is a result of Subservicer’s compliance with a written directive of the Servicer or any Investor; or

          (3)      which is attributable to a failure of Servicer or any Investor or Prior Servicer to comply with Applicable Servicing Requirements.

                  C.     Indemnification by Servicer. Servicer shall indemnify, defend and hold the Subservicer and its Affiliates and their respective officers, directors, shareholders, employees, and agents harmless from any Damages resulting from or arising out of

          (i)     Servicer’s failure to observe or perform any or all of Servicer’s covenants, agreements, warranties or representations contained in this Agreement or the Applicable Servicing Requirements, excluding, however, any failure by Subservicer:

          (1)to make payment of money to a third Party which failure is attributable to a breach of this Agreement by Subservicer hereunder; or

          (2)which is attributable to a failure of Subservicer to comply with Applicable Servicing Requirements.

          (ii)      Subservicer’s compliance with written instructions of Servicer to the extent that such instructions are not in compliance with Applicable Servicing Requirements; or

          (iii)      any Recourse Obligation except to the extent that the requirement to pay or perform in respect of such Recourse Obligation arises out of Subservicer’s breach of any Applicable Servicing Requirements or Subservicer’s breach of any of its obligations under this Agreement; or

          (iv)      VA No Bids, and VA Buydowns resulting from or made to avoid a VA No Bid in connection with any VA-guaranteed Mortgage Loan, unless arising out of Subservicer’s breach of any Applicable Servicing Requirements or Subservicer’s obligations under this Agreement; or

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          (v)the continuation by Subservicer of the Past Practices of Servicer to the extent that such practices violate (or result in Subservicer’s subservicing hereunder being in violation of) any Applicable Servicing Requirements; or

          (vi)      any act or omission or other event or circumstance to the extent occurring or arising prior to the Effective Date and related to the origination, purchase, sale, securitization or servicing of the Subserviced Mortgage Loans (including, without limitation, any failure by Servicer, prior to the Effective Date, to have reconciled Investor accounts and remit amounts due Investor in accordance with Applicable Servicing Requirements); or

          (vii)any Litigation commenced against Subservicer after the Effective Date as a result of Subservicer’s acting as, or status as, subservicer of the Subserviced Mortgage Loans hereunder, to the extent that such Litigation does not arise out of or result from (and is not in connection with) Subservicer’s breach of any provision of this Agreement; provided that such indemnification shall not include Damages arising out, relating to or resulting from Litigation pertaining to (i) any actual or alleged contract dispute between Subservicer and a Person retained by Subservicer to perform servicing-related activities on its behalf, employment-related suits by Subservicer personnel, any tortious acts or omissions, (ii) Subservicer’s relationships with any of its Affiliates, officers, directors, employees, agents, contractors, vendors, suppliers or visitors (other than Servicer) or (iii) any purported acts, errors or omissions of Subservicer;

          (viii)      any failure of Subservicer to comply with Applicable Servicing Requirements or the requirements of this Agreement as a result of any incomplete or missing Mortgage Loan Documents as of the Effective Date.

                  D.     Survival. The indemnification obligations set forth herein shall survive the termination of this Agreement.

                  E.     Notice of Settlement and Claims. Servicer and Subservicer shall use the procedures specified in the Asset Purchase Agreement for purposes of administering the indemnification provisions of this Section 20.

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                  F.     Materiality. For purposes of determining whether a breach of a representation or warranty made by a Party in this Agreement has occurred for purposes of this Section 20, no effect shall be given to the terms “knowledge”, “materiality” or “material adverse effect” set forth therein.

          21.   Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt) or (ii) one (1) Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision):

If to Servicer, to:

First Tennessee Bank National Association
165 Madison
Memphis, TN 38103
Attention: Chief Financial Officer

With a copy to:

First Tennessee Bank National Association
165 Madison
Memphis, TN 38103
Attention: General Counsel

With a copy to:

Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
165 Madison, Suite 2000
Memphis, TN 38103
Attention: Jackie G. Prester and Desiree M. Franklin

If to Subservicer, to:

MetLife Bank, National Association
c/o MetLife, Inc.
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City, New York 11101
Attention: Robert F. Nostramo

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With a copy to:

Kirkpatrick & Lockhart Preston Gates Ellis LLP
1601 K St. NW
Washington, D.C. 20006
Attention: Laurence E. Platt

          22.   Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York without regard to conflicts of law principles contrary thereto (with references of Section 5-1401 of the New York General Obligation Law which by its terms applies to this Agreement).

          23.   Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. The Parties hereto hereby irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York (and any courts from which appeals from judgments of that court are heard) as to any dispute or claim as to which there is subject matter jurisdiction in that court and, for all other disputes or claims, the Parties consent to exclusive jurisdiction in the Supreme Court of the State of New York, New York County (and any courts from which appeals from judgments of that court are heard) over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

          EACH PARTY HERETO HEREBY 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 DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,

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ANY DOCUMENT REFERRED TO IN THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) 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 THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 22.

          Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 21.

          24.Entire Agreement; Amendments and Waivers. This Agreement (including the schedules and exhibits hereto and thereto), together with the Asset Purchase Agreement, the Servicing Purchase Agreement, the Transitional Services Agreement and those documents, instruments and certificates executed by one or both of the Parties in connection with the consummation of the transactions contemplated hereby and thereby, represent the entire understanding and agreement between the Parties hereto with respect to the subject matter hereof and thereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or

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further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

          25.   Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

          26.   Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third Party beneficiary rights in any Person not a Party to this Agreement except as provided below. Except as provided below, no assignment of this Agreement or of any rights or obligations hereunder may be made by either Subservicer or Servicer without the prior written consent of Servicer or Subservicer, respectively, and any attempted assignment without the required consents shall be void. Servicer may assign this Agreement and any or all rights or obligations hereunder to any Affiliate of Servicer that succeeds to the Business of the Servicer or to any Person to which Servicer or any of its Affiliates proposes to sell all or substantially all of the assets or capital stock of Servicer or of such Affiliate or with which Servicer or such affiliate merges or consolidates, provided such assignee is the owner of the Servicing with respect to all of the Subserviced Mortgage Loans and assumes all of the obligations of the Servicer under this Agreement and provided, further, that notwithstanding any assignment by Servicer to an Affiliate, Servicer shall remain at all times obligated and liable for the performance of its obligations under this Agreement. Subservicer may not assign this Agreement and any or all rights or obligations hereunder to any Affiliate of Subservicer that succeeds to the Business of the Subservicer or to any Person to which Subservicer or any of its affiliates proposes to sell all or substantially all of the assets or capital stock of Subservicer or of such affiliate or with which Subservicer or such affiliate merges or

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consolidates without the prior written consent of Servicer, which shall not be unreasonably withheld or delayed, provided such assignee meets the requirements of any Servicing Agreement or Applicable Servicing Requirements with respect to eligibility to subservice the Subserviced Mortgage Loans and to perform its obligations under this Agreement and such assignee assumes all of the obligations of the Subservicer under this Agreement and provided, further, that notwithstanding any assignment by Subservicer to an Affiliate, Subservicer shall remain at all times obligated and liable for the subservicing and administration of the Subserviced Mortgage Loans on the terms provided in this Agreement. Upon any such permitted assignment, the references in this Agreement to Servicer or Subservicer shall also apply to any such assignee unless the context otherwise requires.

          27.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

          28.Further Assurances. Subservicer and Servicer each agree to execute and deliver to the other such additional documents, instruments or agreements as may be necessary or desirable to effectuate the purposes of this Agreement. Subservicer and Servicer shall cooperate in good faith to consummate the transactions contemplated by this Agreement.

          29.   Construction. The Parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

          30.   Publicity. The Parties hereto shall consult in good faith with each other as to the form and substance of any press releases or other public announcements, including any related question and answer guidelines prepared or used by Servicer, related to the transactions contemplated hereby and any filings with any Governmental Body or with any national securities exchange or interdealer quotation service with respect thereto prior to issuing any press release or other public announcement or making any filing. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to prohibit any Party from making any

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disclosure or filing that it determines, upon the advice of counsel to the Party seeking to disclose, is required by law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or necessary in connection with any tax return or other document required to be filed with any Governmental Body or to prohibit Servicer from making disclosures in connection with other discussions, questions or comments in connection with investor relations matters the principal focus of which is not specifically related to the transactions contemplated hereby; provided that such disclosures or comments are not designed to adversely affect the reputation or business of Subservicer or its affiliates.

          31.   Force Majeure. Subservicer shall not be liable for any delay at any time in performing its obligations under this Agreement if and to the extent that (i) such delay is due to a cause beyond Subservicer’s reasonable control, (ii) Subservicer is without fault in causing such delay, and (iii) such delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the Subservicer through the use of alternate sources, workaround plans or other means; provided, that Subservicer shall use its best efforts to re-commence performance in accordance with the terms of Subservicer’s disaster recovery plan and the timeframes and procedures set forth therein.

          32.   Time of Payment. Unless otherwise specifically set forth in this Agreement, any amount due to Subservicer or Servicer under this Agreement will be due and payable thirty (30) days following receipt by the paying Party of the invoice from the other Party. All amounts will be payable by check or by ACH, in accordance with payment instructions provided from time to time.

          Except as otherwise provided in Section 2.F. hereof, any amount not paid when due as set forth in this Agreement will bear interest until paid at the Fed Funds Rate. If any portion of an amount due to a Party under this Agreement is subject to a bona fide dispute between the Parties, the other Party will pay to that Party on the date such amount is due all amounts not disputed in good faith.

          33.General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

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                  A.     Terms used in this Agreement have the meanings assigned to them in this Agreement (as defined herein), and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender.

                  B.     Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles.

                  C.     References herein to a “Section,” shall be to the specified section(s) of this Agreement and shall include all subsections of such section(s).

                  D.     The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provisions.

                  E.     Section headings and other similar headings are not to be considered part of this Agreement, are solely for convenience of reference, and shall not affect the meaning or interpretation of this Agreement or any of its provisions.

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          IN WITNESS WHEREOF, each Party has caused this Agreement to be signed on its behalf by its duly authorized officers, as of the date first written above.

SERVICER:
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By:	/s/ John Kubiak
	Title SVP
SUBSERVICER:
METLIFE BANK, NATIONAL
ASSOCIATION
By:	/s/ Joseph Michalik
	Title VP & Chief Credit Officer

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EX-10.3

EXHIBIT 10.33

EXECUTION

SERVICING RIGHTS
PURCHASE AND SALE AGREEMENT

between

METLIFE BANK, NATIONAL ASSOCIATION

and

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

Seller

Dated as of June 3, 2008

TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Certain Definitions	3
Section 1.02 Terms Defined Elsewhere in this Agreement	11
ARTICLE II
SALE AND TRANSFER OF SERVICING RIGHTS
Section 2.01 Purchase and Sale	12
Section 2.02 Verification of Mortgage Loan Schedule	13
Section 2.03 Payment of the Purchase Price	13
Section 2.04 Adjustments	13
Section 2.05 Evidence of Sale	14
Section 2.06 Interim Servicing	14
Section 2.07 Servicing Transfer Instructions	15
Section 2.08 Delivery of Mortgage Loan Data and Servicing Files	15
Section 2.09 Assignments	15
Section 2.10 Custodian and Custodial Files	16
Section 2.11 Custodial Funds and Escrow Funds; Servicing Advances and Reconciliation	16
Section 2.12 Investor Consent	17
Section 2.13 Final Certification and Recertification for Agency Transfers	17
Section 2.14 Liability for Failure to Deliver Files	18
Section 2.15 Costs of Transfer	18
Section 2.16 Servicing of the Mortgage Loans	18
Section 2.17 Notice to Borrowers	18
Section 2.18 Flood Contracts	19
Section 2.19 Tax Service Monitoring	19
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01 Representations and Warranties of Seller	19
Section 3.02 Mortgage Loan and Servicing Rights Representations and Warranties	21
Section 3.03 Representations and Warranties of Purchaser	25
Section 3.04 Repurchase of Mortgage Loans	27
Section 3.05 Repurchase Price for Related Servicing Rights	28
Section 3.06 Reconciliation Project	28
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.01 Conditions Precedent to the Obligations of the Purchaser	29
Section 4.02 Conditions Precedent to the Obligations of the Seller	29

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ARTICLE V
INDEMNIFICATION; CLAIMS
Section 5.01 Survival of Representations, Warranties and Covenants	30
Section 5.02 Indemnification of Purchaser	30
Section 5.03 Indemnification of Seller	30
Section 5.04 Indemnification Procedures	31
Section 5.05 Tax Treatment of Indemnity Payments	33
Section 5.06 Mitigation of Losses; Exclusive Remedy	33
Section 5.07 Rights to Indemnification	34
ARTICLE VI
MISCELLANEOUS
Section 6.01 Expenses	34

Section 6.02 Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.34

Section 6.03 Entire Agreement; Amendments and Waivers	35
Section 6.04 Governing Law	35
Section 6.05 Notices	35
Section 6.06 Severability	36
Section 6.07 Binding Effect; Assignment	37
Section 6.08 Counterparts	37
Section 6.09 Further Assurances	37
Section 6.10 Construction	37
Section 6.11 Publicity	37
Section 6.12 Solicitation	38
Section 6.13 General Interpretive Principles	38

Exhibit “A” MORTGAGE LOAN SCHEDULE

Exhibit “B” SERVICING TRANSFER INSTRUCTIONS

Exhibit “C” CONTENTS OF SERVICING FILE AND MORTGAGE FILE Exhibit “D” PURCHASE PRICE CALCULATION

Exhibit “E” PERSONS WITH KNOWLEDGE

Exhibit "F" HEDGING INSTRUMENTS FAIR MARKET VALUE

ii

SERVICING RIGHTS
PURCHASE AND SALE AGREEMENT

     THIS SERVICING RIGHTS PURCHASE AND SALE AGREEMENT, made as of June 3, 2008 (“Agreement”), is hereby mutually agreed upon and entered into by and between MetLife Bank, National Assocation (“Purchaser”) and First Tennessee Bank National Association (“Seller”).

      WITNESSETH:

      WHEREAS, First Horizon Home Loans, an operating division of Seller (“FHHL”), presently conducts the business of marketing, soliciting, originating, selling, securitizing and servicing mortgage loans throughout the United States (the “Business”), and Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires to acquire and assume from Seller, certain of the assets and liabilities related to the Business;

      WHEREAS, in furtherance of the sale of the Business by Seller to Purchaser, Seller and Purchaser have entered in that certain Asset Purchase Agreement dated June 3, 2008 (the “Purchase Agreement”);

     WHEREAS, in connection with the Business, FHHL presently services certain mortgage loans, each secured by a first or second lien on residential real property, as more particularly described on the Mortgage Loan Schedule (as defined herein);

     WHEREAS, in connection with the transactions contemplated in the Purchase Agreement, Seller and Purchaser desire to set forth the terms and conditions pursuant to which Seller will sell, transfer and assign to Purchaser all of Seller’s right, title and interest in and to the Servicing Rights (as defined herein), and Purchaser will purchase and assume all right, title and interest in and to the Servicing Rights.

     NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions set forth herein, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01Certain Definitions.

      For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.01.

“Accepted Servicing Practices” means, with respect to any Mortgage Loan, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property or the Servicer is located.

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“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of a majority of such Person’s outstanding voting securities, by contract or otherwise, and the terms “controlled by” and “under common control with” have correlative meanings.

“Agency” or “Agencies” means Fannie Mae, Freddie Mac, FHA, FHLB, HUD, VA or any State Agency, as applicable.

“Agreement” means this Servicing Rights Purchase and Sale Agreement, all amendments, supplements and exhibits attached hereto and including any other document delivered pursuant hereto.

“Ancillary Fees” means all fees derived from the Mortgage Loans, excluding Servicing Fees and subservicing fees attributable to the Mortgage Loans, but including but not limited to late charges, prepayment penalties, fees received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, optional insurance administrative fees and all other incidental fees and charges collected from or assessed against the Mortgagor, other than those charges payable to the applicable Investor under the terms of the applicable Servicing Agreements or as otherwise agreed by the Parties.

“Applicable Law” means, as of the time of reference and as applicable, any Law or Order applicable to the Mortgage Loans or their servicing. As used herein a state or local law or Order may not be considered an Applicable Law and may not apply to Seller or Purchaser pursuant to the terms of the National Bank Act or regulations of the Office of the Comptroller of the Currency or federal case law interpreting the National Bank Act or regulations of the Comptroller of the Currency although the Parties mutually agree to comply with such state or local law or Order.

“Applicable Servicing Requirements” means, as of the time of reference and as applicable, (i) all contractual obligations relating to the origination, sale, securitization or servicing of the Mortgage Loans, including without limitation those contractual obligations contained herein, in the applicable Servicing Agreements, in any Guide or other guideline of any Agency, Insurer, Investor or Regulator or in the Mortgage Loan Documents; (ii) all Applicable Laws applicable to the servicing of or the enforcement of, or filing of claims in connection with, the related Mortgage Loans, including, without limitation, the Guide or other guidelines of any Investor or Insurer, or any other Governmental Body, including without limitation any Regulator; and (iii) Accepted Servicing Practices.

“Assignments of Mortgage Instruments” means an assignment of Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction where the related Mortgaged Property is located to reflect the transfer of the Mortgage to the party indicated therein or if the related Mortgage has been recorded or

4

previously assigned in the name of MERS or its designee, such actions as are necessary to cause the designee to be shown as the owner of the related Mortgage on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

“Base Servicing Fee” means, with respect to any Mortgage Loan, the fee payable to Servicer under the applicable Servicing Agreement as consideration for servicing such Mortgage Loan, in an amount equal to the product of (i) the Base Servicing Fee Rate and (ii) the unpaid principal balance of such Mortgage Loan as of the applicable date, payable as provided in such Servicing Agreement.

“Base Servicing Fee Rate” means, with respect to any Mortgage Loan, the percentage per annum specified on the Mortgage Loan Schedule.

“Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions in the states where the Parties are located are authorized or obligated by law or executive order to be closed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Custodial Accounts” means the principal and interest custodial accounts and taxes and insurance custodial accounts in which Custodial Funds and Escrow Funds are to be deposited and maintained by Servicer.

“Custodial Funds” means all funds held by Servicer with respect to the related Mortgage Loans including, but not limited to, all principal and interest funds, Escrow Funds, and any other funds due the Investor, maintained by Servicer relating to the Mortgage Loan.

“Cut-off Date” means the last Business Day of the month in which the Sale Date occurs.

“Escrow Funds” means funds held by Servicer with respect to the related Mortgage Loans for the payment of taxes, assessments, insurance premiums, ground rents, funds from hazard insurance loss drafts, other mortgage escrow and impound items and similar charges (including interest accrued thereon for the benefit of the Mortgagors under the Mortgage Loans, if applicable).

“Exhibit” means an exhibit attached hereto or delivered or to be delivered pursuant to this Agreement.

“Fannie Mae” means the Federal National Mortgage Association (FNMA), or any successor thereto.

“FHA” means the Federal Housing Administration, or any successor thereto.

“FHLB” means the Federal Home Loan Bank or any successor thereto.

“Freddie Mac” means the Federal Home Loan Mortgage Corporation (FHLMC), or any successor thereto.

5

“GAAP” means U.S. generally accepted accounting principles, consistently applied.

“Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, national, supranational, state, provincial, or local, or any similar government, governmental, regulatory or administrative agency, commission, instrumentality or authority thereof (including without limitation the Federal Reserve Board and any Agency), or any court, tribunal, judicial or arbitrator (public or private), or self-regulatory organization.

“Gross Purchase Price” means the net book value of the Servicing Rights and the Hedging Instruments related to the Servicing Rights set forth on Seller’s financial statements as of the Sale Date in accordance with GAAP. An example of the calculation of the Gross Purchase Price using April 30, 2008 balances on Seller’s balance sheet is set forth on Exhibit D attached hereto.

“Guides” means any and all applicable rules, regulations, requirements and guidelines of any Insurer or Investor, as the same may be amended from time to time, including, without limitation, (a) the Fannie Mae Selling and Servicing Guides and (b) the Freddie Mac Sellers’ and Servicers’ Guides.

“Hedging Instruments” means interest rate swaps, caps, floors, collars and option agreements or other interest rate risk management arrangements related to the Servicing Rights entered into between Seller and a third party in connection with the Business.

“Hedging Instruments Fair Market Value” means the fair market value of the Purchased Hedging Instruments, calculated in accordance with Exhibit “F”.

“HUD” means the United States Department of Housing and Urban Development, or any successor thereto.

“Insurer” or “Insurers” means an Agency, any private mortgage insurer and any insurer or guarantor under any standard hazard insurance policy, any federal flood insurance policy, any title insurance policy or alternative title product, any earthquake insurance policy, or any other insurance policy applicable to a Mortgage Loan, Mortgaged Property or Pool, and any successor thereto.

“Investor” means, with respect to each Mortgage Loan, Fannie Mae.

“Investor Consent” means, if required by the Applicable Servicing Requirements, the written affirmative consent or approval of the Investor to the transfer of Servicing Rights from Seller to Purchaser.

“Knowledge” means the knowledge of the individuals listed in Exhibit “E”. Such individuals shall be deemed to have “knowledge” of a particular fact or other matter if: (x) such individual is actually aware of such fact or other matter; (y) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter; or (z) a prudent individual could be expected to

6

discover or otherwise become aware of such fact or other matter that are within his or her area of responsibility.

“Law” means any federal, state, local, municipal, foreign, international, multinational, or other constitution, law, rule, standard, requirement, administrative ruling, order, ordinance, principle of common law, legal doctrine, code, regulation, statute, treaty or process, including, without limitation, those relating to consumer credit and mortgage lending, selling, servicing, brokering or securitizing (including but not limited to the Real Estate Settlement Procedures Act, the federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Home Mortgage Disclosure Act, the Federal Trade Commission Act, the Gramm-Leach-Bliley Act and all applicable state laws related to the foregoing) and laws covering predatory lending, fair housing and unfair and deceptive practices, the Code, state adaptations of the Uniform Commercial Code and the Uniform Consumer Credit Code, any Environmental Law, ERISA and the Securities Laws.

“Loss” or “Losses” means any and all actual losses, damages, deficiencies, claims, costs or expenses, including without limitation, reasonable attorneys’ fees and disbursements and out-of-pocket costs and expenses that are reasonable and documented.

“Material Adverse Effect” means (i) a material adverse effect on the business, condition (financial or otherwise), assets, or results of operations of the Business, taken as a whole, or (ii) a material impairment of, or delay in, Seller’s ability to effect the transactions contemplated herein or to perform its obligations under this Agreement; provided, that none of the following shall be deemed to constitute or shall be taken into account in determining whether there has been a Material Adverse Effect: (a) any event, circumstance, change or effect arising out of or attributable to changes in the economy or securities, credit, or financial markets, including, prevailing interest rates and market conditions, generally in the United States or that are the result of acts of war or terrorism, except to the extent any of the same materially disproportionately adversely affects the Business as compared to other companies in the industry in which the Business operates, (b) changes in, or in the application of, GAAP, or (c) changes in Applicable Laws except to the extent any of the same materially disproportionately adversely affects FHHL as compared to other companies in the industry in which FHHL operates.

“MERS” means the Mortgage Electronic Registration System that enables members to execute and deliver an Assignment of Mortgage Instrument with respect to a Mortgage Loan to MERS for recording in the office of the appropriate local jurisdiction and thereby, if acceptable to the Investor, avoid the need for the execution, delivery and recordation of an Assignment of Mortgage from the existing Servicer to the new Servicer when the servicing with respect to the Mortgage Loan is transferred and the execution and delivery of an Assignment of Mortgage from the new Servicer to the Investor.

“MOM Loan” means a Mortgage Loan with respect to which the granting clause of the uniform security instrument has been modified according to Fannie Mae/Freddie Mac requirements so that the borrower grants the mortgage to MERS rather than to the original lender and which, when recorded, reflects MERS as the original mortgagee.

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“Monthly Advance(s)” means with respect to a Mortgage Loan, the amounts advanced by Servicer on account of principal and interest in connection with the servicing of the related Mortgage Loan in accordance with the Applicable Servicing Requirements.

“Mortgage File” means the file containing the items pertaining to a particular Mortgage Loan referred to in Exhibit C attached hereto.

“Mortgage Instrument” means any deed of trust, security deed, mortgage, security agreement or any other instrument which constitutes a lien on real estate securing payment by a Mortgagor of a Mortgage Note.

“Mortgage Loan” means the one-to-four family residential mortgage loans identified on the Mortgage Loan Schedule with respect to which, prior to the Sale Date, Seller is the owner of the Servicing Rights and which are the subject of this Agreement.

“Mortgage Loan Documents” means with respect to any Mortgage Loan, the related Mortgage Note; Assignment; Mortgage Instrument; intervening assignments of the Mortgage Instrument, if any; title insurance policy or alternative title product; power of attorney; assumption, modification or consolidation agreements, if any; and any other documents required to be retained in original form or other allowed form by the Investor pursuant to Applicable Servicing Requirements.

“Mortgage Loan Payment” means, with respect to a Mortgage Loan, the amount of each monthly installment of principal and interest and/or escrow or other payment, as applicable, on such Mortgage Loan, whether required or permitted to be paid by the Mortgagor in accordance with the terms of the Mortgage Loan Documents.

“Mortgage Loan Repurchase Price” means the amount paid by Seller to an Investor in connection with the repurchase of a Mortgage Loan pursuant to Section 3.04.

“Mortgage Loan Schedule” means the schedule of the Mortgage Loans attached hereto as Exhibit A setting forth information with respect to the Mortgage Loans.

“Mortgage Note” means the original or a certified true and correct copy of the promissory note executed by a Mortgagor, or lost note affidavit, as applicable, secured by a Mortgage Instrument and evidencing the indebtedness of the Mortgagor under a Mortgage Loan.

“Mortgaged Property” means the property that secures a Mortgage Note and that is subject to a Mortgage Instrument.

“Mortgagor” means any obligor under a Mortgage Note or a Mortgage Instrument.

“Net Purchase Price” means an amount equal to (i) the Gross Purchase Price reduced by the (ii) aggregate balance of the Custodial Funds and Escrow Funds maintained by Seller as of the Sale Date. An example of the calculation of the Net Purchase Price using April 30, 2008 balances on Seller’s balance sheet is set forth on Exhibit D attached hereto.

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“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

“Originator” means, with respect to any Mortgage Loan, any Person(s) that (i) took the loan application, (ii) processed the loan application, (iii) underwrote the loan application or (iv) closed and/or funded the Mortgage Loan.

“Party or Parties” means Seller and Purchaser.

“Person” means an individual, a corporation, a partnership, a limited liability company, a joint venture, a trust, an unincorporated association or organization, or a government body, agency or instrumentality.

“Pool” means one or more Mortgage Loans that have been aggregated pursuant to the requirements of the Investor, and have been pledged to secure or support payments on specific securities or participation certificates or whole loan pools.

“Principal Prepayment” means any recovery of principal on a Mortgage Loan which is received in advance of its scheduled due date, and which is not accompanied by an amount of interest representing scheduled interest due on any date subsequent to the month of prepayment.

“Prior Servicer” means any Person that serviced or subserviced any Mortgage Loan before Purchaser became the Servicer of the Mortgage Loan, if applicable.

“Recourse” means any arrangement pursuant to which the Servicer or any successor servicer bears the risk of all or any part of the ultimate credit losses incurred in connection with a default under, or the foreclosure of, acceptance of deed in lieu of foreclosure or related action in connection with, a Mortgage Loan, except that Recourse does not include losses in connection with a failure by the Servicer or any successor servicer to comply with the Applicable Servicing Requirements nor does it include the loss of any Servicing Fees or other servicing compensation.

“REO Disposition Fee” means the right to collect a fee for the maintenance and disposition of REO Property pursuant to a Servicing Agreement.

“REO Property” means a Mortgaged Property acquired by Seller through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in connection with the default or imminent default of a Mortgage Loan.

“Regulator” means the Office of the Comptroller of the Currency or any successor thereto or other Governmental Body having jurisdiction over Seller or Purchaser.

“Sale Date” means the effective date on which Purchaser acquires all of Seller’s beneficial right, title and interest in and to Servicing Rights to the Mortgage Loans, which shall occur on the date of the closing of the transactions contemplated under the Purchase Agreement. For the avoidance of doubt, the transactions contemplated in this Agreement

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shall be conditioned upon the closing of the transactions contemplated in the Asset Purchase Agreement.

“Securities Laws” means the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Investment Company Act of 1940, as amended; the Investment Advisers Act of 1940, as amended; the Trust Indenture Act of 1939, as amended; the rules and regulations of the Securities and Exchange Commission promulgated thereunder, including without limitation Regulation AB, and state securities or “blue sky” laws.

“Servicer” means, with respect to any Mortgage Loan, a party contractually obligated to service the Mortgage Loan.

“Servicing Advance(s)” means all customary, reasonable and necessary “out of pocket” costs and expenses other than Monthly Advances (including reasonable attorney’s fees and disbursements) incurred in the performance by the Servicer of its servicing obligations in accordance with Applicable Servicing Requirements, including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement or judicial proceedings, including foreclosures, (c) the management and liquidation of any REO Property, (d) compliance with obligations regarding taxes, insurance and other charges, (e) compliance with the requirements of the applicable Agency, Insurer or Investor and (f) servicing of the Mortgage Loans in conformity with Accepted Servicing Practices.

“Servicing Agreements” means the contracts, and all applicable rules, regulations, procedures, manuals and guidelines incorporated therein, defining the rights and obligations of the Investor and Servicer, with respect to the servicing of Mortgage Loans.

“Servicing Fee” means the amount payable to Servicer under the applicable Servicing Agreement related to a Mortgage Loan as consideration for servicing the Mortgage Loan, equal to (i) the product of 1/12 and the Servicing Fee Rate multiplied by (ii) the outstanding principal balance of such Mortgage Loan.

“Servicing Fee Rate” means for any Mortgage Loan, the sum of the Base Servicing Fee Rate and the Excess Servicing Fee Rate, as set forth on the Mortgage Loan Schedule.

“Servicing File” means with respect to each Mortgage Loan, the file retained by the Servicer consisting of originals, copies or scanned images of all documents in the Mortgage File which are not delivered to the Investor or custodian and copies of the Mortgage Loan Documents listed in Exhibit C, the originals or copies of which are delivered to the Investor or a custodian pursuant to the related Servicing Agreement.

“Servicing Rights” means any and all of the following: (a) all rights and obligations to service the Mortgage Loans; (b) any compensation for servicing the Mortgage Loans; (c) any Ancillary Fees; (d) all agreements or documents creating, defining or evidencing any such servicing rights to the extent they relate to such servicing rights and all rights of Seller as servicer thereunder; (e) any interest on escrow payments allowed by Applicable Law or other similar payments with respect to the Mortgage Loans and any amounts

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actually collected by Seller with respect thereto; (f) all accounts and other rights to payment related to the performance of servicing of the Mortgage Loans; and (g) the right to possess and use any and all Servicing Files, servicing records, data tapes, computer records, or other information pertaining to the Mortgage Loans to the extent relating to the past, present or prospective servicing of the Mortgage Loans and the right to collect REO Disposition Fees.

“Servicing Rights Repurchase Price” means the amount set forth in Section 3.05 to be paid by Seller to Purchaser upon the repurchase of the Servicing Rights for any of the Mortgage Loans.

“Servicing Transfer Instructions” The instructions detailing the procedures pursuant to which the Seller shall cause the transfer of servicing of the related Mortgage Loans to the Purchaser attached hereto as Exhibit B.

“State Agency” means any state agency or regulatory authority with authority to regulate the activities of Servicer relating to the origination or servicing of Mortgage Loans or Pipeline Loans, determine the investment or servicing requirements with regard to mortgage loan origination, purchasing, servicing, master servicing or certificate administration performed by Servicer, or otherwise participate in or promote mortgage lending.

“Subservicing Agreement” means that certain Mortgage Loan Subservicing Agreement by and between Seller and Purchaser of even date herewith.

“Survival Period” means, with respect to the representations and warranties set forth in Section 3.01 and Section 3.03, the one year period commencing on the Sale Date and ending on the one year anniversary of the Sale Date and, with respect to the representations and warranties set forth in Section 3.02, the period commencing on the Sale Date and ending when the Mortgage Loans are paid in full; provided, that if such date is not a Business Day, then such covenants and agreements of the Parties shall survive until the next succeeding Business Day.

“Third Party Claim” means any claim, demand or litigation by a third party.

“Transfer Date” means, with respect to the Servicing Rights, the date on which the Purchaser shall commence servicing the related Mortgage Loans following receipt of approvals by Purchaser and Seller from the applicable Agencies.

“Transition Services Agreement” means an agreement pursuant to which Seller will provide, or cause its Affiliates to provide, certain transition services to Purchaser and Purchaser will provide, or cause its Affiliates to provide, certain transition services to Seller, in form and substance which is mutually agreed to by Seller and Purchaser.

“VA” means the Department of Veterans’ Affairs or any successor thereto.

Section 1.02  Terms Defined Elsewhere in this Agreement.

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     For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

Term
Anti-Money Laundering Laws
Business
Effective Date
Executive Order
FHHL
Indemnified Party
Indemnifying Party
OFAC Regulations
Purchase Agreement
Purchaser
Seller Section
Section 3.02(n)
Recitals
Recitals
Section 3.02(n)
Recitals
Section 5.04
Section 5.04
Section 3.02(n)
Recitals
Recitals
Recitals

      All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

ARTICLE II

SALE AND TRANSFER OF SERVICING RIGHTS

Section 2.01  Purchase and Sale.

     Subject to the terms of this Agreement and contingent upon the closing of the transactions contemplated under the Purchase Agreement, the Transition Services Agreement and the Subservicing Agreement, in exchange for the Purchase Price, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Servicing Rights relating to the Mortgage Loans identified on the Mortgage Loan Schedule. Upon the terms and subject to the conditions of this Agreement, and subject to the Applicable Servicing Requirements, Seller shall, on the Sale Date, sell and assign to Purchaser, and Purchaser shall purchase and assume from Seller, all beneficial right, title, interest and obligation of Seller in and to (i) the Servicing Rights to the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the Monthly Advances and Servicing Advances, (iii) the right to possess Mortgage Files and Servicing Files, and (iv) exclusive right to enter into arrangements that generate or to otherwise receive Ancillary Fees with respect to the Mortgage Loans.

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Section 2.02  Verification of Mortgage Loan Schedule.

     No later than five (5) Business Days prior to the Sale Date, Seller shall provide Purchaser with a preliminary Mortgage Loan Schedule that sets forth each Mortgage Loan relating to the Servicing Rights being purchased as of the Sale Date. Within three (3) Business Days, Purchaser shall notify Seller either that the preliminary Mortgage Loan Schedule is acceptable or of any errors in the preliminary Mortgage Loan Schedule. If Purchaser notifies Seller that the preliminary Mortgage Loan Schedule is acceptable, then the Mortgage Loan Schedule shall become final; provided, that if Purchaser reasonably believes that there is an error in the preliminary Mortgage Loan Schedule or subsequently identifies errors in the Mortgage Loan Schedule, the Parties will cooperate in reconciling, correcting and finalizing the Mortgage Loan Schedule.

Section 2.03  Payment of the Purchase Price.

     Not later than five (5) Business Days prior to the Sale Date, the Parties shall calculate the estimated Net Purchase Price in the manner set forth on Exhibit D attached hereto. The estimated Net Purchase Price shall be calculated (i) in accordance with GAAP applied on a consistent basis (except for the absence of footnotes) using the financial accounting policies, practices or procedures maintained by Seller as of the date hereof and (ii) with respect to the Hedging Instruments Fair Market Value, as set forth on Exhibit F. If the estimated Net Purchase Price is a positive number, Purchaser shall pay the estimated Net Purchase Price to Seller on the Sale Date by wire transfer of immediately available funds to the following account:

      First Tennessee Bank – Memphis
     ABA
     Account No:
     Reference:

If the estimated Net Purchase Price is a negative number, Seller shall pay to Purchaser on the Sale Date by wire transfer of immediately available funds to the account designated by Purchaser in writing an amount equal to the difference between the Gross Purchase Price and the balance of the Custodial Funds and Escrow Funds maintained by Seller as of the Sale Date.

On the Sale Date, subject to adjustments as described in Section 2.04, Purchaser shall pay to Seller by wire transfer of immediately available funds one hundred percent (100%) of all documented Monthly Advances and Servicing Advances estimated as of the Sale Date. The payment of the outstanding Monthly Advances will be calculated based on a test of expected principal and net interest, which will result in the Purchaser paying Seller for payments that have been advanced with respect to Delinquent Mortgage Loans, and Seller remitting to the Purchaser any prepaid payments not yet due to the Investor.

Section 2.04  Adjustments.

(a)      As soon as practicable after the Sale Date, but not later than seventy five (75) days after the Sale Date, the Parties shall calculate (i) the actual Net Purchase Price as of the Sale Date in the manner set forth on Exhibit D attached hereto and (ii) the actual amount of

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the documented Monthly Advances and Servicing Advances as of the Sale Date. If the Net Purchase Price is greater than the estimated Net Purchase Price paid on the Sale Date, Purchaser shall pay to Seller an amount equal to the difference between the estimated Net Purchase Price and the Net Purchase Price by wire transfer of immediately available funds to the account identified in Section 2.03. If the Net Purchase Price is less than the estimated Net Purchase Price, Seller shall refund to Purchaser an amount equal to the difference between the estimated Net Purchase Price and the Net Purchase Price by wire transfer of immediately available funds to the account designated by Purchaser in writing. If the actual amount of the documented Monthly Advances and Servicing Advances as of the Sale Date is greater than the amount paid with respect thereto by Purchaser to Seller on the Sale Date, Purchaser shall pay to Seller an amount equal to the difference between the amount paid with respect thereto by Purchaser on the Sale Date and the actual Monthly Advances and Servicing Advances as of the Sale Date by wire transfer of immediately available funds to the account identified in Section 2.03. If the actual amount of the documented Monthly Advances and Servicing Advances as of the Sale Date is less than the amount paid with respect thereto by Purchaser on the Sale Date, Seller shall refund to Purchaser an amount equal to the difference between the amount paid with respect thereto by Purchaser on the Sale Date and the actual Monthly Advances and Servicing Advances as of the Sale Date by wire transfer of immediately available funds to the account designated by Purchase in writing.

(b)

If, within sixty (60) days of the Sale Date, an error is discovered with respect to the calculation of the payment or amount transferred pursuant to the terms of this Agreement, within five (5) Business Days after the receipt of information sufficient to provide notice that payment is due, the Party benefiting from the error shall pay an amount sufficient to correct and reconcile the error and shall provide a reconciliation statement and such other documentation sufficient to satisfy the other Party (in such other Party’s exercise of its reasonable discretion), concerning the accuracy of such reconciliation.

Section 2.05  Evidence of Sale.

     Prior to the Transfer Date, Purchaser and Seller shall execute (or cause to be executed) and deliver the documents required by the Investor in connection with the transfer of the related Servicing Rights hereunder, in form and substance reasonably satisfactory to Purchaser and Seller, and shall execute and deliver such other instruments or documents as Purchaser and Seller shall reasonably determine are necessary to evidence the transactions contemplated hereby.

Section 2.06  Interim Servicing.

     If Transfer Date occurs on a date following the Sale Date, Seller shall interim service the Mortgage Loans as Servicer of record with the Investor pursuant to the Applicable Servicing Requirements during any interim period between the Sale Date and Transfer Date; provided, however, that the Parties acknowledge and agree that, in such event, Purchaser will perform for Seller’s benefit all necessary services required of Servicer under the Applicable

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Servicing Requirements following the Sale Date in accordance with the terms of the Transition Services Agreement.

Section 2.07  Servicing Transfer Instructions.

     In connection with the transfer of Servicing Rights from Seller to Purchaser pursuant to this Agreement, Seller shall follow the Servicing Transfer Instructions attached hereto as Exhibit B and shall take all steps necessary or appropriate to effectuate and evidence the transfer of the servicing of the related Mortgage Loans to Purchaser. In any instance in which the Servicing Transfer Instructions conflict with the terms of this Agreement, the terms of this Agreement shall control. In connection with the transfer of the Servicing Rights, the Parties acknowledge and agree that, after the Sale Date, Purchaser will perform for Seller’s benefit all necessary services required of Seller under the Servicing Transfer Instructions as set forth in the Transition Services Agreement.

Section 2.08  Delivery of Mortgage Loan Data and Servicing Files.

(a)

Sale Date Data Tapes. No later than five (5) days before the Sale Date, Seller shall provide Purchaser with a preliminary tape(s) containing the information reasonably required hereunder to purchase the Servicing Rights. Without limiting the foregoing, the data tape or tapes delivered in connection with the Sale Date shall contain the information specified on the Mortgage Loan Schedule as of the Cutoff Date so as to permit Purchaser to calculate the Purchase Price.

(b)

Transfer of Servicing Files. By means of the closing of the sale of the Business pursuant to the Purchase Agreement, Seller shall transfer and convey to Purchaser on the Sale Date all right, title and interest in and to, and possession of, all Servicing Files pertaining to the related Mortgage Loans and the related servicing records in Seller’s possession as of the Sale Date. Purchaser shall notify Seller in writing of any missing Servicing File. Following such notification, Purchaser shall be entitled to create or otherwise attempt to obtain the remaining missing Servicing Files. Upon creation or acquisition of the remaining missing necessary documentation, Purchaser shall notify Seller in writing of which documents were created or otherwise obtained and the related costs incurred by Purchaser, and Seller shall reimburse Purchaser for its reasonable and necessary documented out-of-pocket and internal costs and expenses incurred in creating or otherwise obtaining such missing necessary documentation. Anything to the contrary contained in this Agreement notwithstanding except for Applicable Servicing Requirements which must be satisfied, with respect to each Mortgage Loan, Seller may deliver any documents required to be delivered to Purchaser by means of electronic data containing the relevant information or a computer disk containing scanned images of some or all documents relating to the Mortgage Loan.

Section 2.09  Assignments.

     Unless otherwise agreed in writing by the Parties, within the time period provided by the Investor, Purchaser, as Seller’s agent pursuant to the Transition Services Agreement, shall

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promptly take all such action as may be necessary to transfer all right, title and interest in the Servicing Rights with respect to the Mortgage Loans to Purchaser. If, pursuant to Applicable Servicing Requirements, an Assignment of Mortgage Instrument is required to be recorded, Purchaser, as Seller’s agent pursuant to the Transition Services Agreement, shall prepare, at Seller’s cost and expense, and record such Assignment of Mortgage Instrument; provided, however, that in the event the Purchaser elects to prepare and record any Assignments of Mortgage Instruments other than as required by Applicable Servicing Requirements, the Purchaser shall be responsible for such cost.

     For each Mortgage Loan registered with MERS, Seller shall provide Purchaser with the MERS mortgage loan identification number in an electronic format acceptable to the Parties. Purchaser, as Seller’s agent pursuant to the terms of the Transition Services Agreement, shall follow the requirements of the applicable Agency and MERS to reflect in the records of MERS the recording of the Mortgage Instrument, assignment to MERS and transfer of Servicing to the Mortgage Loan from Seller to Purchaser, and shall continue the transmission of recording information of the Mortgage Instruments and Assignment of Mortgage Instrument to MERS after the Transfer Date, until all such recording information is received and transmitted to MERS. For each Mortgage Loan registered with MERS or closed as a MOM Loan, Seller shall bear all costs and responsibility associated with the reflection of the transfer of servicing to the Mortgage Loan in the records of MERS, which costs shall include the expense associated with: (i) the assignment and registration of the Mortgage Loans to MERS on the MERS system, as applicable; and (ii) expenses associated with the procurement, recording and transmittal of the recording information of the Mortgage Instrument and Assignment of Mortgage Instrument on the MERS system.

Section 2.10Custodian and Custodial Files.

     The Seller shall be responsible for ensuring that the existing custodian, as applicable, has been notified that the Purchaser will be the servicer of record of the related Mortgage Loans as of the Transfer Date and that, if applicable, Seller’s custodian transfers to Purchaser’s custodian all Mortgage Files and applicable documentation related to the Mortgage Loans in accordance with the Servicing Transfer Instructions. The Seller shall ensure that the Mortgage File and any documents related to the Mortgage Loans held by Seller’s custodian are in the possession of the custodian. The Seller shall use reasonable efforts to cause the custodian to deliver exception reports with respect to the related Mortgage Files.

Section 2.11  Custodial Funds and Escrow Funds; Reconciliation.

     In connection with the closing of the transactions contemplated by the Purchase Agreement and this Agreement, effective as of the Sale Date, Purchaser shall assume Seller’s obligations with respect to the Escrow Funds, Custodial Funds and Custodial Accounts maintained by Seller with respect to the Mortgage Loans as required under the Applicable Servicing Requirements. On or before the Sale Date, Purchaser shall create and fund all Custodial Accounts required by the Applicable Servicing Requirements in the amount specified by Seller, taking into account the results of the Reconciliation Project pursuant to Section 3.06, and Seller shall not remit any Escrow Funds or Custodial Funds maintained by Seller to Purchaser in connection with the transfer of the Servicing Rights under this Agreement. Seller

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shall remit and deliver to Purchaser any funds and collections held by Seller and related to the Servicing Rights, if any, other than any Escrow Funds or Custodial Funds. The Seller will be entitled to Servicing Fees related to Mortgage Loan payments actually collected while the Seller serviced the Mortgage. The Purchaser will not be responsible for payment of any scheduled servicing fee to the Seller.

Section 2.12  Investor Consent.

     If necessary, in accordance with the Applicable Servicing Requirements, Seller shall submit to the Investor (or other third parties) all materials necessary to obtain the Investor Consent in a timely manner with respect to the transfer of Servicing Rights from Seller to Purchaser. Seller shall use its best reasonable efforts to obtain Investor Consent promptly, and Purchaser shall cooperate with Seller in obtaining the Investor Consent. Seller shall pay any and all costs of securing Investor Consent for the transactions contemplated in this Agreement, including, without limitation, fees to the Investors for the transfer of Servicing Rights in accordance with the Applicable Servicing Requirements. Seller shall promptly notify Purchaser in writing if (i) the Investor (or other third parties) advises Seller that the Transfer Date will be a date other than as provided in this Agreement, or (ii) the Investor (or other third parties) advises Seller that any portion of the Servicing Rights may not be transferred to Purchaser.

Section 2.13  Final Certification and Recertification for Agency Transfers.

     Purchaser shall, as Seller’s agent and on Seller’s behalf pursuant to the Transition Services Agreement, be responsible for obtaining, and shall use commercially reasonable efforts to obtain, any and all documents and shall take all necessary actions, including attempting to obtain any missing or inaccurate necessary information, to enable Purchaser to obtain final Agency certification and/or recertification, as applicable, of such Pool by the applicable Agency deadline, including any required recertification of Pools in connection with the transfer of Servicing Rights to Purchaser hereunder. If, following all such efforts by Purchaser, due to any missing or inaccurate information required to obtain final Agency certification and/or recertification, Purchaser is not able to obtain the final certification and/or recertification of the related Pool, then upon the request of Purchaser, Seller shall (i) reimburse Purchaser for any Losses resulting from, arising solely out of or relating to the failure to obtain final certification and/or recertification by the deadline, and (ii) if permitted by the Investor and repurchase any Mortgage Loan that is preventing such a Pool from being finally certified and/or recertified.

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Section 2.14Liability for Failure to Deliver Files.

     Purchaser shall have no liability for any failure to carry out its servicing responsibilities under any Servicing Agreement which is caused by the failure of Seller to transfer to Purchaser the Servicing Files (or portions thereof) necessary to service the related Mortgage Loans in material compliance with Accepted Servicing Practices and the Applicable Servicing Requirements. Seller shall bear any reasonable, necessary and documented material incremental out-of-pocket and internal expenses incurred by Purchaser arising from the transfer of Mortgage Loans to Purchaser where (i) the servicing for the Mortgage Loans cannot be transferred in all material respects in accordance with Accepted Servicing Practices and the Applicable Servicing Requirements and the Servicing Transfer Instructions, (ii) the Mortgage Loans cannot be serviced in accordance with Applicable Servicing Requirements based on the information within the existing Servicing Files or Mortgage Files or (iii) Purchaser shall, at Seller’s request, use commercially reasonable efforts to correct, at Seller’s cost and expense, Seller’s failure to maintain, for each Mortgage Loan, complete and accurate Mortgage Loan Documents or servicing records.

     Seller shall provide or cause Seller’s custodian to provide within ten (10) days following the Transfer Date, exception reports related to any missing or incomplete Mortgage Loan Documents.

Section 2.15  Costs of Transfer.

     Each of the Parties hereto shall bear its own fees, expenses and commissions of financial, legal and accounting advisors and other outside consultants incurred in connection with the due diligence, negotiation and execution of this Agreement and the transaction contemplated hereby. Each Party shall be bear one half of the costs of combined “good-bye” and “welcome” notices to the mortgagors issued in accordance with Applicable Law. In addition, Seller shall be responsible for all costs, fees and expenses relating to: (i) file shipping costs and recordation fees in connection with the sale of the Servicing Rights contemplated herein; (ii) all registration fees, quality compliance expenses, or transfer costs assessed by MERS to reflect the transfer of the Mortgage Loans registered with MERS or closed as MOM loans; (iii) all fees and costs required to generate and deliver (and record where required by Applicable Law or the Investor) assignments of the Mortgage Loans to Purchaser; and (iv) all fees and expenses of Seller’s document custodian to transfer the Mortgage Loans to the Purchaser’s custodian, if applicable.

Section 2.16  Servicing of the Mortgage Loans.

     From and after the Transfer Date, Purchaser shall be obligated to service the Mortgage Loans in accordance with the terms and conditions of the Applicable Servicing Requirements.

Section 2.17  Notice to Borrowers.

     Not less than fifteen (15) days prior to the applicable Transfer Date, Seller and Purchaser shall deliver to each Mortgagor under an applicable Mortgage Loan a joint letter advising the Mortgagor of the transfer of Servicing Rights contemplated herein. Such joint letter

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shall be mutually agreeable to the Parties and shall comply with all Applicable Servicing Requirements, including, without limitation, the federal Real Estate Settlement Procedures Act, as amended, and Regulation X, as amended. The parties shall split the cost of such joint letter. Flood Contracts.

Section 2.18  Flood Contracts.

     No later than the applicable Transfer Date, Seller shall assign to Purchaser the fully paid, freely transferable flood contracts with Federal Flood Certification Corporation on each Mortgage Loan, as applicable.

Section 2.19  Tax Service Monitoring.

     By virtue of the Joint Venture Interest Assignment and Acceptance Agreement with respect to TMS (as defined in the Purchase Agreement) to be executed and delivered in connection with the closing under the Purchase Agreement, Purchaser shall succeed to the benefits of the tax monitoring arrangement provided by TMS related to the Mortgage Loans.

ARTICLE III

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

Section 3.01  Representations and Warranties of Seller.

     Seller hereby makes the following representations and warranties as of the Effective Date, the Sale Date and the Transfer Date:

(a)	Organization and Good Standing. Seller is validly existing as a national banking organization under the Applicable Laws of the United States. Subject to all Applicable Laws relating to federal preemption, Seller has in full force and effect (without notice of possible suspension, revocation or impairment) all applicable qualifications, permits, approvals, licenses, and registrations to conduct all activities in all states in which its activities with respect to the Mortgage Loans or Servicing Rights require it to be qualified or licensed, except where the failure of Seller to possess such qualifications, licenses, permits, approvals and registrations would not have a Material Adverse Effect;
(b)	Authority and Capacity. Seller has all requisite organizational power, authority and capacity to carry on its business as it is now being conducted, to execute and deliver this Agreement and to perform all of its obligations hereunder;
(c)	Effective Agreement. The execution, delivery and performance of this Agreement by Seller and consummation of the transactions contemplated hereunder have been or will be duly and validly authorized by all necessary organizational or other action; this Agreement is valid and a legally binding agreement of Seller enforceable against Seller, assuming due authorization, execution and delivery by Purchaser, in accordance with its

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	respective terms, subject to the effect of insolvency, liquidation, conservatorship and other similar Applicable Laws administered by the Federal Deposit Insurance Corporation affecting the enforcement of contract obligations of insured banks and the discretion of a court to grant specific performance;
(d)	No Conflict. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance with its respective terms and conditions, shall (a) violate, conflict with, result in the breach of, constitute a default under, be prohibited by, or require any additional approval under any of the terms, conditions or provisions of the articles of incorporation, by-laws or other organizational documents of Seller, as applicable, or of any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which Seller is now a party or by which Seller is bound, or of any Applicable Law of any governmental authority applicable to Seller, or of Order of any court or governmental authority applicable to Seller, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature upon the Servicing Rights or any Mortgage Loans or the properties or assets of Seller;
(e)	Consents, Approvals and Compliance. Any requisite consents or approvals of other Persons, including without limitation the Investor Consent, to the execution and delivery of this Agreement or the performance of the transactions contemplated hereby by Seller have been or will be obtained prior to the Sale Date or Transfer Date, as applicable, or such other earlier or later date as expressly provided herein. Seller is approved and in good standing with each applicable Agency and is not in breach of any agreement with the Investor or Insurer relating to the Mortgage Loans, except as such breach would not have a Material Adverse Effect. Seller has complied with, and is not in default under, any Applicable Law, the violation of which might materially and adversely affect the operations or financial condition of Seller or its ability to perform its obligations hereunder;
(f)	Litigation. There is no litigation, claim, demand, proceeding or governmental investigation existing or pending, or to Seller’s Knowledge, threatened, or any Order outstanding, against or relating to Seller that could have a Material Adverse Effect;
(g)	No Accrued Liabilities. There are no accrued or contingent liabilities of Seller with respect to the Mortgage Loans or Servicing Rights for which Purchaser would be responsible, or circumstances under which such accrued or contingent liabilities will arise against Purchaser, with respect to occurrences prior to the applicable Sale Date; and
(h)	Financial Advisors. Except for Milestone Advisors LLC and UBS Investment Bank, whose fees shall be paid by Seller, no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Seller or any of the Subsidiaries in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

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(i)	Solvency. The sum of the assets of Seller, at fair valuation, exceeds the debts of Seller, the present fair saleable value of the assets of Seller is greater than the amount required to pay the liabilities of Seller on its debts as such debts become absolute and mature, and Seller has sufficient capital with which to conduct its business.
(j)	Insurance. Errors and omissions and fidelity insurance coverage, in amounts as required by the Agencies, are in effect with respect to Seller and will be maintained until the transactions contemplated by this Agreement have been consummated in accordance with terms hereof.

Section 3.02  Mortgage Loan and Servicing Rights Representations and Warranties.

     Seller hereby makes the following representations and warranties with respect to each Mortgage Loan and the related Servicing Rights as of the Sale Date:

(a)	General Compliance. (i) Each Mortgage Loan conformed and conforms to the Applicable Servicing Requirements, and each Mortgage Loan was eligible for sale to, insurance by, or pooling to back securities issued or guaranteed by, or participation certificates issued by, the Investor or Insurer upon such sale, issuance of insurance or pooling; (ii) each Mortgage Loan has been originated, underwritten and serviced in compliance with all Applicable Servicing Requirements and (iii) Seller is not otherwise in default with respect to Seller’s obligations under the Applicable Servicing Requirements. All representations and warranties made by Seller to the applicable Agencies, Investors and Insurer in connection with the Mortgage Loans and Servicing Rights are incorporated herein by reference and inure to the benefit of Purchaser;
(b)	Litigation. Schedule 3.02(b) is a true and complete list, as of the date hereof, of all litigation, claims, actions, arbitrations or investigations or other proceedings before any Governmental Body pending (or, to Seller’s Knowledge, threatened in writing) against Seller relating to or involving any of the Servicing Rights. There does not exist any fact or circumstance that would be reasonably expected to give rise to any such litigation, claims, actions, arbitrations or investigations or other proceedings;
(c)	Advances. The Monthly Advances and Servicing Advances are valid and subsisting amounts owing to Seller made in accordance with Applicable Servicing Requirements and such Monthly Advances and Servicing Advances are eligible for reimbursement by the applicable Investor or Agency, are documented and supported on a loan level basis, are currently or to be carried on the books of Seller at values determined in accordance with generally accepted accounting principles and are not subject to any set-offs or claims of the account debtor arising from acts or omissions of Seller that could be asserted against Purchaser, and Seller has not received any notice from the Investor, any Agency or other appropriate party in which the Investor, Agency or party disputes or denies a claim by Seller for reimbursement in connection with a Monthly Advance or Servicing Advance, except where such deficiency, claim or dispute would not have a Material Adverse Effect;

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(d)	Disbursements; Future Advances. The full original principal amount of each Mortgage Loan (net of any discounts) has been fully disbursed to the Mortgagor named therein, there is no requirement for future advances and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds, except for escrows established or created due to seasonal weather conditions, therefore have been satisfied. All costs, fees and expenses incurred in making, closing or recording the Mortgage Loan were paid. There is no obligation on the part of Seller, or of any other party, to make supplemental payments in addition to those made by the Mortgagor. Any future advances that were made in connection with a Mortgage Loan have been consolidated with the outstanding principal amount secured by the Mortgage Instrument, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage Instrument securing the consolidated principal amount is expressly insured as having first or second lien priority by a title insurance policy or alternative title product meeting the standards of the Applicable Servicing Requirements. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;
(e)	Compliance with Laws. Seller and each Originator have complied in all material respects with the Applicable Servicing Requirements and any and all other Applicable Law;
(f)	High Cost Mortgage Loans. No Mortgage Loan is classified as a “high cost mortgage” under Section 32 of the Home Ownership and Equity Protection Act of 1994 or is considered a “high cost mortgage” loan under any other Applicable Law applicable at the time the loan was originated. Each Originator was qualified to do business, and had all requisite licenses, permits and approvals, in the states in which the applicable Mortgaged Properties are located, except where the failure to possess such qualifications, licenses, permits and approvals would not materially and adversely affect the enforceability of the Mortgage Loan Documents by Purchaser;
(g)	Good Title. Subject to the transactions contemplated herein, Seller is the sole owner and holder of all right, title and interest in and to the Servicing Rights. The sale, transfer and assignment by Seller to Purchaser of the Servicing Rights, and the instruments required to be executed by Seller and delivered to Purchaser pursuant to the Applicable Servicing Requirements are, or will be on the Transfer Date, valid and enforceable in accordance with their terms and will effectively vest Purchaser with good title to the Servicing Rights, free and clear of any and all liens, claims, or encumbrances. Seller has not previously assigned, transferred or encumbered the Servicing Rights, and Seller has full right and authority, subject to no interest of or agreement with any other party, to sell and assign the Servicing Rights to Purchaser pursuant to this Agreement;
(h)	Certification. With respect to Agency sales, all Pools have been initially certified, if required by the Applicable Servicing Requirements (in accordance with such requirements), and the securities and participation certificates backed by, or payments with respect to which are supported by, Pools have been issued on uniform documents pursuant to the Applicable Servicing Requirements without any material deviations therefrom. All Pools shall be, when transferred to Purchaser, eligible for final

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	certification and/or recertification, as applicable, by Purchaser’s custodian. The Mortgage Files to be delivered to Purchaser will include all documents customarily available as of the time of delivery that are necessary in order for Purchaser’s document custodian to finally certify and/or recertify the Pools in accordance with the Applicable Servicing Requirements. Each Mortgage Loan included in a Pool meets all eligibility requirements of the Investor for inclusion in such Pool. No Mortgage Loan has been bought out of a Pool without all required approvals of the Investor. Each Pool is properly balanced and fully funded;
(i)	Fraud. No fraud occurred on the part of Seller, Originator, Prior Servicer or a Mortgagor in connection with any Mortgage Loan that could materially and adversely affect Purchaser or the Servicing Rights, or result in Purchaser incurring Losses;
(j)	Mortgage Loan Characteristics. The information set forth in the related Mortgage Loan Schedule and data tape or tapes delivered to Purchaser pursuant to Section 2.08 with respect to the Servicing Rights and Mortgage Loans is true, correct and complete in all material respects;
(k)	No Recourse. None of the Mortgage Loans nor the underlying Servicing Agreements provide for Recourse to the Servicer;
(l)	Notice of Relief Requested Pursuant to the Servicemembers Civil Relief Act. Except as otherwise identified in the written information provided by Seller to Purchaser, to Seller’s Knowledge, Seller has not received notice from any Mortgagor or other party with respect to the Mortgage Loans of a request for relief pursuant to or invoking any of the provisions of the Servicemembers Civil Relief Act or any other Applicable Law that would have the effect of suspending or reducing the Mortgagor’s payment obligations under a Mortgage Loan or that would prevent or restrict the ability of the Servicer to commence or continue with the foreclosure of the Mortgage Loan;
(m)	No Refinance Arrangement. There is no agreement, arrangement or understanding between any of Seller or, to Seller’s Knowledge, any Originator and the Mortgagor to refinance the Mortgage Loan;
(n)	Mortgaged Property Undamaged. There exists no physical damage to any Mortgaged Property from fire, flood, windstorm, earthquake, tornado, hurricane or any other similar casualty, which physical damage would materially and adversely affect the value or marketability of any Mortgage Loan, the Servicing Rights, the Mortgaged Property or the eligibility of the Mortgage Loan for insurance benefits by any Insurer or the amount of any such benefits. There is no proceeding filed or to Seller’s Knowledge, pending for the total or partial condemnation of, or eminent domain with respect to, the Mortgaged Property;
(o)	Anti-money Laundering/OFAC. Seller has complied in all material respects with all Applicable anti-money laundering Laws (the “Anti-Money Laundering Laws”), and has established an anti-money laundering compliance program as required by the Anti-

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	Money Laundering Laws. No Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations;
(p)	Priority of Lien. Each Mortgage Loan is evidenced by a Mortgage Note and is duly secured by a valid subsisting and enforceable first or second Mortgage lien with the priority described in the data tape or tapes delivered to Purchaser pursuant to Section 2.08 on the related Mortgaged Property (including all buildings and improvements on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing), in each case, on such forms and with such terms as comply with all Applicable Servicing Requirements. Each Mortgage Note and lost note affidavit, as applicable, and the related Mortgage is genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all material respects in accordance with its terms, subject to bankruptcy, insolvency and similar Applicable Laws affecting generally the enforcement of creditors’ rights and the discretion of a court to grant specific performance. All parties to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has been duly and properly executed by such parties The lien of the Mortgage is subject only to: (i) with respect to a second lien Mortgage Loan only, the lien of the first mortgage on the Mortgaged Property; (ii) the lien of current real property taxes and assessments not yet due and payable; (iii) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to prudent mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the appraised value of the Mortgaged Property set forth in such appraisal; and (iv) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. There are no defenses, setoffs or counterclaims against any Mortgage Loan, nor is any Mortgage Loan subject to any right of rescission.;
(q)	Taxes and Charges. There are no taxes, ground rents, water charges, sewer rents, assessments (including assessments payable in future installments), insurance premiums, leasehold payments or other outstanding charges affecting the related Mortgaged Property with respect to any Mortgage Loan (except those items which, if unpaid, are not obligations of the Servicer under Applicable Servicing Requirements), in each case that are past due and, except with respect to insurance premiums, for which a penalty is payable;
(r)	Servicing File and Mortgage File. The Servicing File and Mortgage File contain each of the documents and instruments specified in Exhibit C, as applicable; each of the

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	documents and instruments specified to be included therein; which is required to be maintained under the Applicable Servicing Requirements; and such document or instrument is duly executed and in a form acceptable to the applicable Agency, Investor and Insurer. The information contained within the Servicing File and Mortgage File is true, accurate and complete in all material respects;
(s)	Pre/Post-Petition Bankruptcy Payment Plans. All data and information delivered to Servicer, including any bankruptcy pre and post petition payment application data, is true and correct in all material respects.
(t)	Damage; Condemnation. There exists no physical damage to any Mortgaged Property from fire, flood, windstorm, earthquake, tornado, hurricane or any other similar casualty, which physical damage would materially and adversely affect the value or marketability of any Mortgage Loan, the Servicing Rights, the Mortgaged Property or the eligibility of the Mortgage Loan for insurance benefits by any Insurer. There is no proceeding pending for the total or partial condemnation of, or eminent domain with respect to, the Mortgaged Property.
(u)	Audits. Within the three (3) years immediately preceding the Sale Date, Seller has not been the subject of an audit by any Agency, Investor or Insurer, to the extent where the results of such audit finding could reasonably be expected to have a material adverse effect on all or any significant portion of the Servicing Rights or on Seller's ability to perform its obligations under this Agreement;
(v)	Quality Control. The Mortgage Loans have been subject to Seller's origination and servicing quality control reviews and internal audits to no less a degree than other residential mortgage loans originated or serviced by Seller. Within the three (3) years immediately preceding the Sale Date, Seller's internal quality control reviews and audits have not revealed a failure to comply with Applicable Servicing Requirements in connection with the Mortgage Loans that could reasonably be expected to have a material adverse effect on all or any portion of the Servicing Rights or on Seller's ability to perform its obligations under this Agreement;

Section 3.03Representations and Warranties of Purchaser

     Purchaser hereby makes the following representations and warranties to the Seller as of the Date of this Agreement and as of each Sale Date.

(a)      Due Incorporation and Good Standing. Purchaser is validly existing as a national banking organization under the Applicable Laws of the United States. Subject to all Applicable Laws relating to federal preemption, Purchaser has in full force and effect (without notice of possible suspension, revocation or impairment) all required qualifications, permits, approvals, licenses, and registrations to conduct all activities in all states in which its activities with respect to the Mortgage Loans or the Servicing Rights require it to be qualified or licensed, except where the failure of Purchaser to

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possess such adverse qualifications, licenses, permits. approvals and registrations would not have a material adverse effect on Seller;

(b)	Authority and Capacity. Purchaser has all requisite corporate power, authority and capacity, to execute and deliver this Agreement and to perform all of its obligations hereunder. Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement;
(c)	Effective Agreement. The execution, delivery and performance of this Agreement by Purchaser and consummation of the transactions contemplated hereby have been or will be duly and validly authorized by all necessary corporate, shareholder or other action by Purchaser; and this Agreement has been duly and validly executed and delivered by Purchaser, and this Agreement is the valid and legally binding agreement of Purchaser and enforceable against Purchaser in accordance with its terms, subject to the effect of insolvency, liquidation, conservatorship and other similar Applicable Laws and the discretion of a court to grant specific performance;
(d)	No Conflict. Neither the execution and delivery of this Agreement nor the consummation of the transaction hereby and thereby, nor compliance with its respective terms and conditions, shall (i) violate, conflict with, result in the breach of, or constitute a default under, be prohibited by, or require any additional approval under any of the terms, conditions or provisions of Purchaser’s charter or by-laws, or of any mortgage, indenture, deed of trust, loan or credit agreement or instrument to which Purchaser is now a party or by which it is bound, or of any Order of any court or governmental authority applicable to Purchaser, or (ii) result in the creation or imposition of any lien, charge or encumbrance of any material nature upon any of the properties or assets of Purchaser;
(e)	Consents, Approvals and Compliance. Except for the Investor Consent, there is no requirement applicable to Purchaser to make any filing with, or to obtain any permit, authorization, consent or approval of, any Person as a condition to the lawful performance by Purchaser of its obligations hereunder. Purchaser is approved by and in good standing with each Agency, the Investor or Insurer, as necessary, in order to assume responsibility for the Servicing Rights including without limitation serving as document custodian of the Mortgage Loan Documents. Purchaser has complied in all material respects with, and is not in default under, any Applicable Law, the violation of which might materially and adversely affect the operations or financial condition of Purchaser or its ability to perform its obligations hereunder;
(f)	Litigation. There is no litigation, claim, demand, proceeding or governmental investigation existing or pending, or to Purchaser’s Knowledge, threatened, or any Order outstanding, against or relating to Purchaser that could have a material adverse effect upon the performance by Purchaser of its obligations under this Agreement or any Servicing Agreement;
(g)	Approved Seller/Servicer. Purchaser warrants and represents that as of the Sale Date (i) it is or will be an approved seller/servicer of residential mortgage loans for Fannie Mae

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	or Freddie Mac in good standing with such facilities, procedures and personnel necessary for the sound servicing of mortgage loans similar to the Mortgage Loans; (ii) that it is duly qualified, licensed, registered and otherwise authorized under all Applicable Laws to service the Mortgage Loans and (iii) no event has occurred which would make Purchaser unable to comply with eligibility requirements or which would require notification to Fannie Mae or Freddie Mac;
(h)	Broker Fees. No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser or any of its Affiliates in connection with the transactions contemplated by this Agreement for whom Seller is responsible for any fee or commission or like payment in respect thereof; and
(i)	MERS. Purchaser is or will be as of the Sale Date a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS.

Section 3.04Repurchase of Mortgage Loans

     In connection with any repurchase request received from the Investor relating to a Mortgage Loan due to a breach of the representations and warranties by the Seller, Purchaser shall act as Seller’s agent and on Seller’s behalf pursuant to the terms of the Transition Services Agreement, and shall use commercially reasonable efforts to appeal such requests if a reasonable good faith basis exists to do so. Subject to any limitations of the applicable Investor, Purchaser may demand that Seller (i) repurchase from Purchaser the affected Mortgage Loan, or (ii) provide Purchaser with the amount of funds necessary to repurchase such Mortgage Loans. To the extent permitted by the applicable Investor, Purchaser shall use commercially reasonable efforts, at Seller's sole cost and expense, to cure any defects in the affected Servicing Rights and Mortgage Loans.

     Subject to Applicable Servicing Requirements, when Seller is required to either purchase a Mortgage Loan, such purchase or repurchase shall be accomplished within thirty (30) Business Days following receipt from Purchaser of written demand pursuant hereto. Upon completion of such repurchase by Seller, Purchaser shall forward to Seller all servicing records and all documents relating to such repurchased Mortgage Loan.

     Upon repurchase of a Mortgage Loan, Purchaser shall thereafter subservice such repurchased Mortgage Loan on the same terms and conditions as are set forth in the Subservicing Agreement (notwithstanding the expiration or termination of the Subservicing Agreement). Purchaser shall retain the subservicing fee from the date of repurchase until the later of the date upon with the repurchased Mortgage Loan is transferred to another Servicer or the date upon which such Mortgage Loan is paid in full. Seller shall receive a servicing fee equal to the Servicing Fee, net of the subservicing fee retained by Purchaser, from the date of repurchase until the transfer of the repurchased Mortgage Loan or the date upon which such Mortgage Loan is paid in full. The Servicer will subservice the repurchased Mortgage Loan pursuant to the Applicable Servicing Requirements; provided however, such servicing shall be on an actual/actual basis.

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Section 3.05Repurchase Price for Related Servicing Rights.

     To the extent Seller repurchases any Mortgage Loan pursuant to Section 3.04, Seller shall in addition pay the amount set forth below to Purchaser for the repurchase of the related Servicing Rights (the “Servicing Rights Repurchase Price”). Upon a breach of any of the representations and warranties contained in Section 3.02 with respect to a Mortgage Loan that materially and adversely affects the value of the Servicing Rights and which cannot be reasonably cured or remedied by indemnification, Purchaser may demand that Seller repurchase the affected Servicing Rights from Purchaser at the Servicing Rights Repurchase Price (to the extent Seller has not already repurchased the Servicing Rights and/or paid to Purchaser the related Mortgage Loan Repurchase Price) or indemnify Purchaser as set forth in Section 5.02. Upon any such repurchase or upon repurchase of a Mortgage Loan, Purchaser shall thereafter subservice such repurchased Mortgage Loan on the same terms and conditions as are set forth in the Subservicing Agreement (notwithstanding the expiration or termination of the Subservicing Agreement). Purchaser shall retain the subservicing fee from the date of repurchase until the later of the date upon with the repurchased Mortgage Loan is transferred to another Servicer or the date upon which such Mortgage Loan is paid in full. Seller shall receive a servicing fee equal to the Servicing Fee, net of the subservicing fee retained by Purchaser, from the date of repurchase until the transfer of the repurchased Mortgage Loan or the date upon which such Mortgage Loan is paid in full. The Servicer will subservice the repurchased Mortgage Loan on Seller’s behalf pursuant to the related Servicing Agreement or Applicable Servicing Requirements; provided however, such servicing shall be on an actual/actual basis.

     The Servicing Rights Repurchase Price shall equal the sum of (i), the percentage of the Purchase Price set forth below for the applicable time period after the Transfer Date during which the repurchase is effected (the “Stated Percentage”), (ii) all of the related Advances to the extent Purchaser has not been reimbursed for such Advances by the respective Mortgagors or otherwise, and (ii) all other documented unreimbursed Losses incurred by Purchaser in connection with such Servicing Rights after the Transfer Date, except to the extent that such Losses are attributable to Purchaser's failure to service the related Mortgage Loans in accordance with Applicable Requirements. The Stated Percentage shall be: from the Transfer Date until the first anniversary of the Transfer Date, one hundred percent (100%); after the first anniversary of the Transfer Date and until the second anniversary of the Transfer Date, seventy-five percent (75%); after the second anniversary of the Transfer Date and until the third anniversary of the Transfer Date, fifty percent (50%); after the third anniversary of the Transfer Date, twenty-five percent (25%) and after the fourth anniversary of the Transfer Date, zero percent (0%). Seller will perform a post-billing reconciliation that will reflect the adjustments agreed to in this paragraph.

Section 3.06Reconciliation Project.

     As of the last applicable cut-off date ,which is no earlier than 30 days prior to the Sale Date (or such later date on which Seller shall have completed a reconciliation of an account in accordance with the current business practices of the Seller), or, in the case of custodial clearing accounts, as of the last day of the month immediately preceding the month in which the Sale Date occurs (or, if applicable with respect to any particular custodial clearing account, such later date on which Seller shall have completed a reconciliation in

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accordance with the current business practices of the Seller), the Seller shall: (i) properly balance and reconcile all Investor accounts and custodial clearing accounts against cash requirements under the Applicable Servicing Requirements; and (ii) make available for the Purchaser’s inspection documentation to verify the accuracy of the reconciling and balancing activities required under this Section 3.06, and to explain any discrepancies identified in connection with such reconciling and balancing activities. Seller shall use the level of prudence and diligence customary in the industry to conduct the reconciling and balancing activities required under this Section 3.06.

ARTICLE IV
CONDITIONS PRECEDENT

Section 4.01Conditions Precedent to the Obligations of the Purchaser.

     The obligations of Purchaser under this Agreement are subject to the satisfaction in all material respects, at or prior to the Sale Date or Transfer Date, as applicable, of each of the following conditions, any or all of which may be waived in writing by Purchaser:

(a)	Correctness of Representations and Warranties. The representations and warranties made by Seller in this Agreement are true and correct in all material respects;
(b)	Compliance with Covenants. All material terms and covenants of this Agreement required to be complied with and performed by Seller at or prior to the Sale Date shall have been duly complied with and performed by Seller in all material respects; and
(c)	Investor Consent. Purchaser shall have received the Investor Consent on or before the Transfer Date; and
(d)	Purchase Agreement. The closing of the sale of the Business to Purchaser pursuant to the Purchase Agreement shall occur simultaneously with the Sale Date.

Section 4.02Conditions Precedent to the Obligations of the Seller

     The obligations of Seller under this Agreement are subject to the satisfaction in all material respects, at or prior to the Sale Date or Transfer Date, as applicable, of each of the following conditions, any or all of which may be waived in writing by Seller:

(a)	Correctness of Representations and Warranties. The representations and warranties made by Purchaser in this Agreement are true and correct in all material respects;
(b)	Compliance with Covenants. All material terms and conditions of the Agreement required to be complied with and performed by Purchaser at or prior to the Sale Date shall have been duly complied with and performed by Purchaser in all material respects; and
(c)	Investor Consent. Seller shall have received the Investor Consent on or before the Transfer Date.

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ARTICLE V

INDEMNIFICATION; CLAIMS

Section 5.01  Survival of Representations, Warranties and Covenants.

     The representations, warranties, and covenants of the parties contained in Sections 3.01, 3.02 and Section 3.03 of this Agreement shall survive the Sale Date through and including the end of the respective Survival Period; provided, that any obligation to indemnify and hold harmless shall not terminate with respect to any Losses as to which the Person to be indemnified shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the indemnifying party, in accordance with Section 6.05, before the termination of the Survival Period.

Section 5.02  Indemnification of Purchaser.

     Subject to Section 5.01 and 5.04, Seller shall indemnify and hold Purchaser harmless from, and will reimburse Purchaser for, any and all Losses incurred by Purchaser to the extent that such Losses arise out of, relate to, or result from:

(a)	the inaccuracy of any representation or warranty made by Seller in this Agreement; provided, however, that for purposes of determining whether a breach of a representation or warranty made by Seller in this Agreement has occurred for purposes of this Section 5.02, no effect shall be given to any exception or qualification previously disclosed to Purchaser, “knowledge”, “materiality” or “Material Adverse Effect” set forth therein;
(b)	the failure by Seller to perform or observe any term or provision of this Agreement;
(c)	litigation pending or threatened or arising out of events occurring before the Sale Date in connection with the Servicing Rights transferred to Purchaser;
(d)	any failure by the Seller to service the Mortgage Loans before the Sale Date pursuant to the Applicable Servicing Requirements;
(e)	any repurchase or indemnification demand by an Agency or Investor, except to the extent such demand arises from or relates to a failure of the Purchaser to perform under a Servicing Agreement; or
(f)	Seller’s failure to provide documents required to be retained in their original form by Applicable Servicing Requirements.

Section 5.03  Indemnification of Seller.

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     Subject to Section 5.01 and 5.04, Purchaser shall indemnify and hold Seller harmless from, and will reimburse Seller for, any and all Losses incurred by Seller after the applicable Sale Date to the extent that such Losses result from:

(a)	the inaccuracy of any representation or warranty made by Purchaser in this Agreement;
(b)	the failure by Purchaser to perform or observe any term of provision of this Agreement; or
(c)	the failure by Purchaser to service the Mortgage Loans with respect to which the Servicing Rights are transferred to Purchaser hereunder in accordance with the Applicable Servicing Requirements.

Section 5.04  Indemnification Procedures.

(a)

A claim for indemnification for any matter not involving a third party claim may be asserted by written notice to the party from whom indemnification is sought, which notice shall include a reasonable description of the basis for the claim. If and to the extent that either Party actually knows, discovers or determines at any time that such Party is in breach of its representations, warranties or covenants set forth this Agreement in any material respect, such Party shall promptly notify the other Party in writing of such breach.

(b)

In the event that any Legal Proceedings shall be instituted or that any Third Party Claim is asserted, the indemnified party shall reasonably and promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. If the indemnifying party acknowledges in writing its obligation to indemnify the indemnified party hereunder against any Losses that may result from such Third Party Claim, the indemnifying party shall have the right, at its sole expense, to be represented by counsel mutually acceptable to the indemnified party and the indemnifying party and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses for which indemnification is sought hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses for which indemnification is sought hereunder, it shall within ten days (or sooner, if the nature of the Third Party Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses for which indemnification is sought hereunder, fails to notify the indemnified party of its election as herein provided the indemnified party may then, but only then, defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the indemnified party defends any Third Party Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable expenses of defending such Third Party Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Third Party Claim, the indemnified party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, that such indemnified party shall be entitled to participate in any such defense

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with separate counsel at the expense of the indemnifying party if (i) so requested by the indemnifying party to participate, (ii) in the reasonable opinion of counsel to the indemnified party a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable, or (iii) Purchaser reasonably anticipates the Third Party Claim to have a material and adverse effect upon the Servicing Rights; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel (and any appropriate local counsel) for all indemnified parties in connection with any Third Party Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. The parties acknowledge and agree that a class action claim against the Purchaser and/or its Affiliates based on Purchaser’s method of servicing Mortgage Loans is reasonably anticipated to have such a material and adverse effect pursuant to subsection (iii) in the prior sentence; provided, however, that Purchaser’s method of servicing Mortgage Loans is in accordance with Seller’s past practices of servicing Mortgage Loans. Notwithstanding anything in this Section 5.04 to the contrary, neither the indemnifying party nor the indemnified party shall, without the written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all Liability in respect of the Third Party Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the indemnifying party notifies the indemnified party in writing of the indemnifying party’s willingness to accept the settlement offer and pay the amount called for by such offer, and the indemnified party declines to accept such offer, the indemnified party may continue to contest such Third Party Claim, free of any participation by the indemnifying party, and the amount of any ultimate Liability with respect to such Third Party Claim that the indemnifying party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the indemnified party declined to accept plus the Losses of the indemnified party relating to such Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Losses of the indemnified party with respect to such Third Party Claim. If the indemnifying party makes any payment on any Third Party Claim, the indemnifying party shall be subrogated, to the extent of such payment, to all rights and remedies of the indemnified party to any insurance benefits or other claims of the indemnified party with respect to such Third Party Claim. Notwithstanding the foregoing and regardless of whether or not such Third Party Claim is reasonably anticipated to have a material and adverse effect upon the Servicing Rights, an indemnified party shall have the right both to employ separate counsel at the indemnifying party’s expense and to control the defense of any Third Party Claim if, (x) in the reasonable opinion of counsel to the indemnified party a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable, (y) such claim is based upon an investigation, inquiry, or other proceeding by a Governmental Body, or (z) such claim pertains to allegations that the indemnified party reasonably believes that such assumption of defense is necessary to assure that its authority and approvals to service are not materially impaired.

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(c)

After any final judgment or award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to an Third Party Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within five Business Days after the date of such notice.

(d)

The failure of the indemnified party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual Loss and prejudice as a result of such failure.

Section 5.05Tax Treatment of Indemnity Payments.

     Seller and Purchaser agree to treat any indemnity payment made pursuant to this Article V as an adjustment to the Purchase Price for all tax purposes. All indemnification payments under this Article V shall be paid by the indemnifying party net of any tax benefits and any portion of insurance proceeds actually received by the indemnified party under its insurance coverage (net of tax costs), less the sum of any costs incurred in the collection of such insurance proceeds and any amounts paid or expected to be paid as premiums or increased premiums in connection with such insurance coverage. The tax benefits in the form of any refund, credit, deduction or other reduction in income tax shall be computed in good faith by the indemnified party taking into account, among other things, any tax detriment which is reasonably expected to result from the receipt of any indemnity payment, without any affirmative obligation to provide actual tax returns.

Section 5.06Mitigation of Losses; Exclusive Remedy

     An Indemnified Party shall, to the extent practicable and reasonably within its control, make good faith and commercially reasonable efforts to mitigate any Losses of which it has adequate notice. With respect to any matter for which Seller may be liable pursuant to the provisions of this Agreement, Purchaser shall use commercially reasonable efforts to pursue any and all rights and remedies under agreements and contracts with third parties, including Agencies, Insurers and the Investor, reasonably likely to be successful. Nothing in this Section 5.06 shall be construed as obligating either Party to pursue deficiency judgments from borrowers on foreclosed Mortgage Loans, to commence and pursue litigation or to act in a manner which it reasonably believes is adverse to its own best interests.

     Anything to the contrary contained in this Agreement notwithstanding, it is understood and agreed that the obligation of the Seller to indemnify the Purchaser as provided in this Article V and the right of Seller at its option to cure or repurchase a Mortgage Loan or the Servicing Rights related to a defective Mortgage Loan as provided in Section 3.04 and Section 3.05 constitute the sole and exclusive remedies of the Purchaser respecting a breach of Seller’s representations, warranties or covenants contained in this Agreement absent fraud.

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Section 5.07Rights to Indemnification

     The right of the Purchaser to indemnification, reimbursement or other remedy based upon any such representation, warranty, or covenant will not be affected by any investigation conducted with respect to, or any knowledge of Purchaser acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Sale Date or Transfer Date, with respect to the accuracy or inaccuracy of such representation or warranty or inability to perform any covenant.

ARTICLE VI

MISCELLANEOUS

Section 6.01Expenses.

     Except as otherwise provided in this Agreement, each of Seller and Purchaser shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

Section 6.02 Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

(a)

The Parties hereto hereby irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York (and any courts from which appeals from judgments of that court are heard) as to any dispute or claim as to which there is subject matter jurisdiction in that court and, for all other disputes or claims, the Parties consent to exclusive jurisdiction in the Supreme Court of the State of New York, New York County (and any courts from which appeals from judgments of that court are heard) over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by Applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law.

(b)

EACH PARTY HERETO HEREBY 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 DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY DOCUMENT REFERRED TO IN THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO

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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 THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.02.

(c)

Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 6.05.

Section 6.03Entire Agreement; Amendments and Waivers.

     This Agreement, the Purchase Agreement and the Non-Disclosure Agreement dated January 24, 2008 (including the schedules and exhibits hereto and thereto) represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by Applicable Law.

Section 6.04Governing Law.

     This Agreement shall be governed by and construed in accordance with the law of the State of New York without regard to conflicts of law principles contrary thereto (with references of Section 5-1401 of the New York General Obligation Law which by its terms applies to this Agreement).

Section 6.05Notices.

     All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt); (ii) one Business Day following the day sent by overnight courier (with written confirmation of receipt); (iii) when delivered by facsimile transmission (with electronic confirmation of receipt),

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in each case at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

If to Seller, to:

First Tennessee Bank National Association

165 Madison

Memphis, TN 38103

Attention: Chief Financial Officer

With a copy to:

First Tennessee Bank National Association

165 Madison

Memphis, TN 38103

Attention: General Counsel

With a copy to:

Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.

165 Madison, Suite 2000

Memphis, TN 38103

Attention: Jackie G. Prester and Desiree M. Franklin

If to Purchaser, to:

MetLife Bank, National Association

c/o MetLife, Inc.

1 MetLife Plaza

27-01 Queens Plaza North

Long Island City, New York 11101

Attention: Robert F. Nostramo

With a copy to:

Kirkpatrick & Lockhart Preston Gates Ellis LLP

1601 K St, N.W.

Washington, D.C. 20006

Attention: Laurence E. Platt

Section 6.06Severability.

     If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the

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transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 6.07Binding Effect; Assignment.

     This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Seller or Purchaser without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, that Purchaser may assign this Agreement and any or all rights or obligations hereunder to any Affiliate of Purchaser, or any Person to which Purchaser or any of its Affiliates proposes to sell all or substantially all of the assets relating to the Business; provided, however, that Purchaser shall remain obligated to fulfill its obligations pursuant to this Agreement. Upon any such permitted assignment, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires.

Section 6.08Counterparts.

     This Agreement may be executed and delivered in one or more counterpart signature pages executed and delivered via facsimile transmission, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

Section 6.09Further Assurances.

     The Purchaser and the Seller each agree to execute and deliver to the other such additional documents, instruments or agreements as may be necessary to effectuate the purposes of this Agreement. Purchaser and Seller shall cooperate in good faith to consummate the transactions contemplated by this Agreement.

Section 6.10Construction.

     The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Section 6.11Publicity.

     The parties hereto shall consult in good faith with each other as to the form and substance of any press releases or other public announcements, including any related question

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and answer guidelines prepared or used by Seller, related to the transactions contemplated hereby and any filings with any governmental body or with any national securities exchange or interdealer quotation service with respect thereto prior to issuing any press release or other public announcement or making any filing. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to prohibit any party from making any disclosure or filing that it determines, upon the advice of counsel to the party seeking to disclose, is required by Applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or necessary in connection with any Tax return or other document required to be filed with any Governmental Body or to prohibit Seller from making disclosures in connection with other discussions, questions or comments in connection with investor relations matters the principal focus of which is not specifically related to the transactions contemplated hereby provided that such disclosures or comments are not designed to adversely affect the reputation or business of Purchaser or its Affiliates.

Section 6.12Solicitation

     Seller agrees that it shall not solicit (in writing or otherwise) any Mortgagors to refinance a Mortgage Loan related to the Servicing Rights; provided that (i) mass advertising or mailings (such as placing advertisements on television, on radio, in magazines or in newspapers or including messages in billing statements) that are not made on a targeted basis to the Mortgagors of any such Mortgage Loans on the basis of information that they obtained as a result of Seller’s ownership of the Business or as a result of a targeted search for such information, or (ii) a solicitation for financial services other than Mortgages to any Mortgagor with whom Seller or an Affiliate has a customer relationship unrelated to the Mortgage Loans and that are not made on a targeted basis to the Mortgagors of any Mortgage Loans on the basis of information that they obtained as a result of Seller’s ownership of the Business or as a result of a targeted search for such information shall not constitute solicitation and shall not violate this covenant. Without the prior written consent of Purchaser, Seller shall not sell or distribute any customer list incorporating the names of Mortgagors of any Mortgage Loans and shall not itself use any such list to solicit or promote, or to allow any other person to solicit or promote, the sale of any services or products to any such, in each case using information that it or they obtained as a result of Seller’s ownership of the Servicing Rights.

Section 6.13General Interpretive Principles.

     For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)	Terms used in this Agreement have the meanings assigned to them in this Agreement (as defined herein), and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender.
(b)	Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles.
(c)	References herein to a “Section,” shall be to the specified section(s) of this Agreement and shall include all subsections of such section(s).

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(d)	The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provisions.
(e)	Section headings and other similar headings are not to be considered part of this Agreement, are solely for convenience of reference, and shall not affect the meaning or interpretation of this Agreement or any of its provisions.

[Signatures Follow]

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     IN WITNESS WHEREOF, each of the undersigned Parties to this Servicing Rights Purchase and Sale Agreement has caused this Agreement to be duly executed in its name by one of its duly authorized officers, all as of the date first above written.

METLIFE BANK, NATIONAL		FIRST TENNESSEE BANK NATIONAL
ASSOCIATION		ASSOCIATION
(Purchaser)		(Seller)
By:	/s/ Joseph Michalik	By:	/s/ John Kubiak
Name:	Joseph Michalik	Name:	John Kubiak
Title:	VP & Chief Credit Officer	Title:	SVP