AGREEMENT FOR PURCHASE AND SALE OF SERVICING BY AND BETWEEN NETBANK SELLER AND EVERBANK PURCHASER DATED AS OF JUNE 15, 2007

Exhibit 10.1

AGREEMENT FOR PURCHASE AND SALE OF SERVICING

BY AND BETWEEN

NETBANK

SELLER

AND

EVERBANK

PURCHASER

DATED

AS OF

JUNE 15, 2007

TABLE OF CONTENTS

1.	DEFINITIONS		3

2.	SALE AND TRANSFER OF SERVICING		7
	2.1	Sale	7
	2.2	Investor Approval	7
	2.3	Transfer Documents	7

3.	CONSIDERATION		8
	3.1	Purchase Price	8
	3.2	Accounts Receivable	8
	3.3	Payment of the Purchase Price; Holdback	8

4.	COVENANTS OF PURCHASER		9

5.	COVENANTS OF SELLER		10

6.	POST CLOSING REQUIREMENTS		12

7.	REPRESENTATIONS AND WARRANTIES OF SELLER		13
	7.1	Due Incorporation and Good Standing	13
	7.2	Authority and Capacity	13
	7.3	Effective Agreement	13
	7.4	No Conflict	13
	7.5	Approvals and Compliance	13
	7.6	Filing of Reports	14
	7.7	Related Escrow Accounts	14
	7.8	Accounts Receivable	14
	7.9	The Mortgage Loans	14
	7.10	Insurance	17
	7.11	Litigation	17
	7.12	No Accrued Liabilities	17
	7.13	Offering Information	17
	7.14	Facts and Omissions	17
	7.15	No Cooperative Loans	17
	7.16	No Recourse Loans	18
	7.17	Restricted Mortgage Loans	18

8.	REPRESENTATIONS AND WARRANTIES OF PURCHASER		18
	8.1	Due Incorporation and Good Standing	18
	8.2	Authority and Capacity	18
	8.3	Enforceability	18
	8.4	Effective Agreement	18
	8.5	Statements Made	18
	8.6	Investor Good Standing	18
	8.7	Litigation; Compliance with Laws	19

9.	CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER		19
	9.1	Correctness of Representations and Warranties	19
	9.2	Compliance with Conditions	19
	9.3	Corporate Resolution	19

	9.4	Xxxxxx Xxx Waiver of Representations and Xxxxxxxxxx	00

00.	CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER		19
	10.1	Correctness of Representations and Warranties	19
	10.2	Compliance with Conditions	20

11.	SCHEDULE OF SERVICING		20

12.	INDEMNIFICATION OF PURCHASER AND SELLER		20

	12.1	Indemnification of Purchaser	20
	12.2	Indemnification of Seller	21

13.	MISCELLANEOUS		22
	13.1	Notification of Transfer	22
	13.2	Supplementary Information	22
	13.3	Further Assurances	22
	13.4	Access to Information	22
	13.5	Broker’s Fees	22
	13.6	Survival of Covenants, Agreements, Representations and Warranties	23
	13.7	Form of Payment to be Made	23
	13.8	Notices	23
	13.9	Waivers	24
	13.10	Entire Agreement	24
	13.11	Binding Effect	24
	13.12	Headings	24
	13.13	Applicable Laws	24
	13.14	Transfer Instructions	25
	13.15	Severability	25
	13.16	Written Agreement	25
	13.17	Default by Seller	25
	13.18	Default by Purchaser	25
	13.19	Dispute Resolution.	25
	13.20	Wire Instructions	26
	13.21	Counterparts Execution	26

APPENDIX I - MORTGAGE LOANS			28
APPENDIX II - ASSIGNMENT OF MORTGAGE LOANS			29
APPENDIX III - TRANSFER OF SERVICING			30
APPENDIX IV - TRANSFER INSTRUCTIONS			31
APPENDIX V - RESTRICTED MORTGAGE LOANS

AGREEMENT FOR PURCHASE AND SALE

OF SERVICING

THIS AGREEMENT FOR PURCHASE AND SALE OF SERVICING (the “Agreement”) is dated as of the 15th day of June, 2007, between EVERBANK, a federal savings association (“Purchaser”), whose address is 0000 Xxxxxxx Xxx, Xxxxxxxxxxxx, Xxxxxxx 00000, and NETBANK, a federal savings association (“Seller”), whose mailing address is 0000 Xxx Xxxxx Xxxx, Xxxxxxxx, Xxxxx Xxxxxxxx 00000. All defined terms utilized herein shall have the meaning assigned thereto in the Definitions below.

R E C I T A L S:

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

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

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

1. DEFINITIONS.

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

“Accounts Receivable”. Amounts due Seller by virtue of documented advances made prior to the Sale and Transfer Date in connection with the Servicing of the Mortgage Loans in accordance with Investor Guidelines or FHA/VA regulations, as applicable and which are deemed recoverable by Purchaser in accordance with this Agreement.

“Affiliate”. With respect to any specified Person, any other Person that directly, or indirectly through on or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For purposes of this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting stock, by contract or otherwise.

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

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

“Applicable Requirements”. As of the time of reference, with respect to the Mortgage Loans and the Servicing, all of the following: (i) all contractual obligations of Seller and any prior originator or servicers, including without limitation those contractual obligations contained herein or in the Mortgage Loan documents for which Seller or the servicer is responsible or at any time was responsible; (ii) all applicable federal, state and local legal and regulatory requirements (including statutes, rules, regulations and ordinances) binding upon Seller and/or the servicer or any prior servicer; (iii) all other applicable requirements and guidelines of each governmental agency, board, commission, instrumentality and other governmental body or office having jurisdiction over the Mortgage Loans; (iv) all other applicable judicial and administrative judgments, orders, stipulations, awards, writs and injunctions; and (v) the reasonable and customary mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as the Mortgage Loans in the jurisdiction in which the related mortgaged properties are located.

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

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

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

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

“Excluded Mortgage Loans”. A Mortgage Loan for which a foreclosure sale has occurred.

“Xxxxxx Mae”. Federal National Mortgage Association.

“FHA”. Federal Housing Administration.

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

“Xxxxxxx Mac”. Federal Home Loan Mortgage Corporation.

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

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

“Investor”. The beneficial owner of the Mortgage Loans which shall include Xxxxxx Mae and Xxxxxxx Mac and more particularly described in the Mortgage Loan Schedule.

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

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

“Litigation”. A legal action in foreclosure of a Mortgage Loan, or for a deficiency thereunder, in which the sale of the mortgaged property in foreclosure (whether by action, power of sale, or otherwise) has been delayed by reason of the defense of such action by the Mortgagor, or any other action commenced or pending in court which involves the Mortgage Loan (excluding class actions), and which action materially and adversely, in Purchaser’s reasonable opinion, affects the Mortgagor’s obligation to make payments under the Mortgage Loan or the enforceability or priority of the Mortgage or results in a material increase in the cost to service the Mortgage Loan.

“MERS”. Mortgage Electronic Registration System®.

“MERS Loan”. Each Mortgage registered on the MERS® System and for which MERS is listed as the record mortgagee or beneficiary on the related Mortgage or assignment thereof.

“MERS® System”. The system of electronically recording transfers of mortgages maintained by MERS.

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

“Mortgage File”. The file containing the photostatic and/or imaged copies of Mortgage Loan Documents with respect to a Mortgage Loan, as well as the credit and closing packages, disclosures, custodial documents, and all other files, books, records and documents, all as called for pursuant to the Transfer Instructions at Appendix IV to this Agreement and which are required in accordance with Investor Guidelines. All imaged files and/or documents shall be in a format reasonably acceptable to Purchaser.

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

“Mortgage Loan Documents”. The original collateral documents as specified in Section II.B.1 in the Transfer Instructions.

“Mortgage Loan Schedule”. The schedule of Mortgage Loans attached hereto as Appendix I, which has been prepared as of the close of business on June 29, 2007.

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

“Mortgagor”. The obligor on a Mortgage Note.

“Ninety (90) Days Delinquent”. With respect to a Mortgage Loan, when three (3) regularly scheduled monthly Mortgage Loan payments are due and unpaid. By way of example: A Mortgage Loan due and unpaid for the April 2007 payment as of the Sale and Transfer Date

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

“Person”. Any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Pools”. One or more Mortgage Loans that have been aggregated pursuant to the requirements of the applicable Investor and have been pledged to secure or support payments on specific securities.

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

“Purchaser’s Indemnified Matters”. As defined in subparagraph 12.2 of this Agreement.

“Recorded Assignments”. All assignments of the Mortgage Loans, notices of transfer or equivalent instruments in recordable form sufficient under Investor Guidelines and the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage Loan to the Purchaser, or if the related Mortgage has been recorded in the name of MERS, such actions as are necessary to cause the Purchaser as the owner of the related Servicing of the Mortgage Loan on the records of MERS for purposes of the MERS® System.

“Recourse Obligation”. Any obligation with respect to any Mortgage Loan in any master commitment or pool purchase contract, whether described as a limited or full repurchase requirement, limited or full recourse, credit support reimbursement or other obligation, indemnification, loss sharing arrangement or otherwise which would subject the servicer of such Mortgage Loan to losses on the liquidation of such Mortgage Loan or which would entitle the Investor to demand the repurchase of a Mortgage Loan for any reason except for standard repurchase requirements in accordance with Investor Guidelines as a result of origination errors and/or servicing errors occurring prior to the Sale and Transfer Date. The fact that any of the Mortgage Loans may have been classified by an Investor as “non-recourse” because of the existence of any pool insurance policy shall not, for purposes of this Agreement, remove any such Mortgage Loan from the definition of Recourse Obligation.

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

“Sale and Transfer Date”. The date on which the ownership of the Servicing and other assets specified herein are transferred to Purchaser and date on which Purchaser assumes the obligations for Servicing the Mortgage Loans in accordance with Investor Approvals, which shall be the open of business on July 2, 2007, unless extended in writing by Seller and Purchaser.

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

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

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

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

“Transfer Instructions”. The Transfer Instructions attached hereto as Appendix IV.

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

“VA”. Veteran’s Administration, or any successor thereto.

2. SALE AND TRANSFER OF SERVICING.

2.1 Sale.

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

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

2.2 Investor Approval. The purchase and sale of the Servicing are subject to Investor Approval. If Seller fails, for whatever reason, to obtain written approval from any Investor by no later than the Business Day prior to the Sale and Transfer Date, Purchaser shall have the option to terminate this Agreement.

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

3. CONSIDERATION.

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

(a) As to Mortgage Loans which are not (i) Restricted Mortgage Loans or (ii) Excluded Mortgage Loans, the aggregate outstanding principal balance of such Mortgage Loans as of the Sale and Transfer Date, multiplied by0.882% (0.00882). All of the above determinations shall be made based upon the status of each Mortgage Loan on the Sale and Transfer Date.

(b) As to Restricted Mortgage Loans which are not Excluded Mortgage Loans, the aggregate outstanding principal balance of such Restricted Mortgage Loans, as of the close of business on the Sale and Transfer Date, multiplied by0.732% (0.00732). All of the above determinations shall be made based upon the status of each Restricted Mortgage Loan on the Sale and Transfer Date.

(c) The Purchase Price due and payable under this Agreement shall be reduced by an amount equal to $300.00 for each Excluded Mortgage Loan.

3.2 Accounts Receivable. Within five (5) Business Days after Purchaser receives documentation which is reasonably satisfactory to it as to Accounts Receivable on the Mortgage Loans transferred to Purchaser, Purchaser shall pay such documented amount to Seller. Accounts Receivable which are not considered by Purchaser to be recoverable (by way of example, Accounts Receivable considered to be unrecoverable shall include property inspections, default related advances on Mortgage Loans Ninety (90) Days Delinquent or less, advances on Mortgage Loans past Foreclosure sale, advances without proper supporting documentation or any advance not in accordance with Investor Guidelines), will be reimbursed on a monthly basis only if and when recovered by Purchaser and shall be pursued by Purchaser with the same diligence and standard of care that it would use if it were pursuing for its own account.

3.3 Payment of the Purchase Price; Holdback.

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

(a) Within four (4) Business Days after the Sale and Transfer Date, Purchaser shall pay to Seller a sum equal to ninety percent (90%) of the Purchase Price.

(b) The balance of the Purchase Price, which is represented by the Holdback, shall be paid as herein provided; (i) fifty percent (50%) of the Holdback shall be paid to Seller upon Seller’s completion in all material respects of the delivery requirements set forth in the Transfer Instructions and Purchaser’s receipt of seventy-five percent (75%) of the Recorded Assignments, (ii) the remaining balance of the Holdback, less $300,000.00, will be paid to Seller upon Purchaser’s receipt of ninety-five percent (95%) of the Recorded Assignments, and (iii) the balance of the Holdback will be paid to Seller upon Seller’s completion of all delivery requirements set forth in this Agreement. Notwithstanding the foregoing, Purchaser may elect to withhold such portion of the Holdback as Purchaser determines, in good faith, is equivalent to the out-of-pocket damages and expenses it expects to sustain if any of Seller’s representations and warranties are found to be untrue in any material respect or if Seller has otherwise materially defaulted under this Agreement and Seller has been placed on written notice of such misrepresentation or default, and as of the date such

payment of the Holdback is due, such default or defaults have not been cured to the reasonable satisfaction of Purchaser. Provided, however, Purchaser shall fund the Holdback or such portion thereof as is due to Seller at such time as the misrepresentations or defaults have been cured.

(c) Any amounts owed to Purchaser by Seller due to Buy-Down Funds or Related Escrow Accounts shall be transferred to Purchaser by Seller by wire transfer of federal funds within three (3) Business Days after the Sale and Transfer Date, based upon the certification of Seller to Purchaser as provided in paragraph 11 herein.

(d) If, within six (6) months after the Sale and Transfer Date, the outstanding principal balance of any of the Mortgage Loans is found to be in error, or if for any reason the Purchase Price or such other amounts is found to be in error, the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price or such other amounts and shall provide a reconciliation statement and other such documentation to reasonably satisfy the other party concerning the accuracy of such reconciliation. Such amounts shall be paid by the proper party within ten (10) Business Days from receipt of satisfactory written verification of amounts due.

4. COVENANTS OF PURCHASER. Purchaser covenants and agrees with Seller as follows:

(a) Performance of Obligations. Purchaser shall, subject to the terms and conditions of this Agreement, pay, perform and discharge or cause to be paid, performed, and discharged all of the obligations relating to the Servicing and Related Escrow Accounts assigned to Purchaser from and after the Sale and Transfer Date. Purchaser further agrees to accept and assume such obligations relating to the Servicing and the Mortgage Loans as shall be required by the Investors and as provided in the agreements and documents executed by the parties pursuant to subparagraph 2.3 of this Agreement.

(b) Non Solicitation. Purchaser acknowledges that (i) certain of the Mortgage Loans identified on Appendix V hereto (the “Restricted Mortgage Loans”) are subject to a separate agreement by and between Seller and ICBA Mortgage Corporation (“ICBA”) and (ii) as a condition to Seller obtaining the consent of ICBA to the sale contemplated under this Agreement, Purchaser or any of its affiliates, except as set forth below, shall not (a) transfer or sell the Servicing of the Restricted Mortgage Loans unless required by law, or an order, decree, ruling, directive or instruction of any governmental, regulatory, accounting, tax or licensing agency, body or authority or without the consent of ICBA which shall not be unreasonably withheld , (b) solicit Mortgagors of Restricted Mortgage Loans for any purposes, including, but not limited to, for financial services, insurance coverage or prepayment of Restricted Mortgage Loans, on a targeted basis. Without the prior written consent of ICBA, Purchaser shall not sell or distribute any customer list incorporating the names of Mortgagors of Restricted Mortgage Loans and shall not itself use any such list to solicit or promote, or to allow any other person on behalf of Purchaser to solicit or promote, the sale of any services or products to any such Mortgagor. The foregoing restrictions shall not apply to: (i) any advertising or marketing campaign by or on behalf of the Purchaser offering financial services, including mortgages or insurance-related products and services, directed to its own customer base or the general public or any segment thereof provided such segment does not target the Mortgagors of Restricted Mortgage Loans; (ii) a solicitation for financial services to any such Mortgagor with whom Purchaser has a customer relationship unrelated to the Restricted Mortgage Loan; provided that such solicitation is part of a solicitation program not directed primarily to such Mortgagors; (iii) any activities directly related to the servicing of the Restricted Mortgage Loans, including ACH and other electronic payment services for the payment of the Restricted Mortgage Loans; and (iv) responding to an inquiry from any such Mortgagor relating to a refinance or a request for information pertaining to a mortgage loan product.

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

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

(b) Servicing Income. All monies received by Seller after the Sale and Transfer Date relating to the Mortgage Loans and the Accounts Receivable shall be promptly turned over to Purchaser and all servicing fees and Ancillary Income accruing after the Sale and Transfer Date with respect to the Servicing shall inure to the benefit of Purchaser.

(c) Correction of Material Errors. Seller shall, at the request of Purchaser, make a good faith effort and diligently pursue the correction of any material errors or deficiencies in any of the Mortgage Loans or related loan documentation, which errors or deficiencies existed as of the Sale and Transfer Date. For purposes of this provision, “material” shall refer to errors or deficiencies which are required to be corrected by the Investors. Purchaser shall reasonably cooperate in good faith with Seller in connection with any such effort.

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

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

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

(g) Casualty Loss. Seller shall be liable for any actual out-of-pocket loss incurred by Purchaser as the result of a casualty loss to any property subject to a Mortgage Loan where the loss occurs either prior to or on the Sale and Transfer Date for such Mortgage Loan, if such loss is the direct result of the expiration of any such insurance policies prior to the Sale and Transfer Date or is due to the insufficiency (in accordance with Investor Guidelines) of any such insurance coverage. Further, if any insurance coverage is insufficient in accordance with Investor Guidelines, Seller warrants to Purchaser that the costs incurred for providing such insurance are secured by the Mortgage Loan and payable by the Mortgagor under the Mortgage Loan. In the event there is no evidence of insurance coverage on any Mortgage Loan as of the Sale and Transfer Date for such Mortgage Loan, Seller shall provide such evidence within five (5) days of written request by Purchaser or shall be responsible for the cost of Purchaser’s obtaining the necessary insurance coverage to the extent such costs are not otherwise due, collectible, and payable by the Mortgagor under the Mortgage Loan.

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

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

(i) Investor Reports/Remittances. Seller has filed, on a timely basis, all reports and remittances required by Investor Guidelines. As of the Sale and Transfer Date, Seller will be in compliance with all applicable federal, state and municipal laws, regulations and ordinances affecting the Servicing of the Mortgage Loans. Seller shall report the interest payments of the Mortgagors under the Mortgage Loans and other related payments and disbursements made during the period prior to the Sale and Transfer Date, during which period Seller serviced or sub-serviced the Mortgage Loans. Seller shall be responsible for providing Purchaser with accurate Tax Identification Numbers on all of the Mortgagors of the Mortgage Loans.

(j) Investor Approval. The sale and assignment of Servicing under this Agreement is subject to the consent and approval of the Investors. Seller agrees to (i) pay all costs and fees relating to obtaining such approval, and (ii) use due diligence to obtain such approval. Purchaser will assist Seller and complete any documentation and supply any information reasonably required in order to obtain the approval of the Investors. If the unconditional consent of an Investor is not timely received or within such later date as Purchaser may approve in writing, or if such consent is given only upon terms which are not reasonably acceptable to Purchaser, then Purchaser may elect to terminate this Agreement, or to exclude the Mortgage Loans for which Investor Approval was not obtained with a commensurate reduction in the Purchase Price. In the event Purchaser elects to terminate this Agreement as provided above, Purchaser will provide written notice to Seller. Within three (3) Business Days after notice of termination is given by Purchaser, Seller shall

repurchase the Servicing from Purchaser and shall immediately pay to Purchaser the Purchase Price which Purchaser has paid to Seller together with any unreimbursed advances incurred by Purchaser. In the event Investor consent is not granted due to the acts, errors or omissions of a party hereto, then such party shall reimburse the party not at fault for its unreimbursed costs and expenses associated with this Agreement, including its reasonable attorney’s fees and costs.

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

(l) Tax and Flood Reporting Service. Seller shall, at its expense, provide Purchaser with transferable full service lifetime tax and flood servicing contracts with First American Real Estate Tax Service on all Mortgage Loans. Seller shall pay all costs, if any, associated with transferring such contracts to Purchaser.

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

(n) ARM Adjustments. Seller shall audit all Mortgage Loans prior to the Sale and Transfer Date and shall make all appropriate rate and payment adjustments to each Mortgage Note prior to the Sale and Transfer Date.

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

(p) Mortgage Loans in Litigation. On or before ten (10) Business Days prior to the Sale and Transfer Date, Seller shall disclose to Purchaser, in writing, all Litigation relating to any Mortgage Loan.

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

(a) Assignments. As provided for in subparagraph 5(d), Seller shall be responsible for preparing and delivering all documents necessary to legally transfer and assign all right, title and interest in and to the Servicing of the Mortgage Loans, including the Recorded Assignments. With respect to any Mortgage Loan that is not a MERS Loan, Seller shall send the Recorded Assignments for recording within ten (10) Business Days after the Sale and Transfer Date. Seller shall diligently pursue obtaining the Recorded Assignments and shall deliver same to Purchaser immediately upon receipt.

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

(c) Delivery. Seller shall deliver, or cause to be delivered to Purchaser within two (2) days after the Sale and Transfer Date, all Mortgage Files.

7. REPRESENTATIONS AND WARRANTIES OF SELLER.

The representations and warranties of Seller contained in this Agreement shall continue and survive the purchase of the Servicing and the delivery and assignment to Purchaser of such Servicing and shall inure to the benefit of Purchaser, its successors and assigns. Purchaser is purchasing, and any subsequent transferee or assignee will assume or purchase, the Servicing in reliance on the truth and accuracy of each such representation or warranty. In addition to representations and warranties made elsewhere in this Agreement, Seller represents and warrants to Purchaser, as of the Sale and Transfer Date, as follows:

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

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

7.3 Effective Agreement. The execution, delivery and performance of this Agreement by Seller and consummation of the transactions contemplated hereby and thereby have been or will be duly and validly authorized by all necessary corporate, shareholder or other action. This Agreement has been duly and validly executed and delivered by Seller, and this Agreement is a valid and legally binding agreement of Seller enforceable against Seller in accordance with its respective terms, subject to applicable insolvency, bankruptcy, reorganization, moratorium, or similar laws and principles of equity. Any requisite consents or approvals of third parties (including the Investors and any other applicable regulatory authorities) 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 and Transfer Date or such other earlier date as expressly provided herein.

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

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

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

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

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

7.9 The Mortgage Loans.

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

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

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

(d) Priority of Lien. Each Mortgage Loan has been duly acknowledged and recorded and is a valid and subsisting first lien and the mortgaged property is free and clear of all encumbrances and liens having priority over the lien of the Mortgage Loan, except for (i) liens for real estate taxes and special assessments not yet due and payable, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording, acceptable to mortgage lending institutions generally and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage Loan or the use, enjoyment,

value or marketability of the related mortgaged property. There are no mechanics or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the mortgaged property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage Loan. A valid mortgagee’s title policy or attorney’s opinion letter which meets Investor Guidelines has been issued and is and shall remain in full force and effect for each such Mortgage Loan in an amount not less than the original principal amount of such Mortgage Loan, which title policy insures that the related Mortgage Loan is a valid first lien on the mortgaged property therein described and that the mortgaged property is free and clear of all encumbrances and liens having priority over the lien of the Mortgage Loan, subject to the exceptions set forth in this subparagraph, and otherwise in compliance with the requirements of the Investors and the applicable insurer. All tax identifications and property descriptions are legally sufficient; tax segregation, where required, has been completed. The failure of Seller or any servicer to have recorded intervening assignments of the Mortgage Loan will not cause a delay in the subsequent release of any Mortgage Loan or otherwise subject Purchaser to any liabilities or costs.

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

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

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

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

(i) Insurance. All mortgaged properties are currently insured against loss by fire, hazards or extended coverage insurance policies in accordance with Applicable Requirements and in an amount at least equal to the outstanding principal balance of the applicable Mortgage Loans or, where applicable, carry a sufficient amount of guaranteed replacement cost coverage unless prohibited by applicable state law. If required by the Flood Disaster Protection Act of 1973, each such property is covered by a flood insurance policy in an amount not less than the lesser of (i) the outstanding principal balance of the applicable Mortgage Loan, or (in) the maximum amount of insurance that is available under such Act. All such insurance policies are in full force and effect, and all premiums with respect to such policies have been paid. With respect to each FHA Mortgage Loan, the related FHA insurance is in full force and effect. With respect to each VA Mortgage Loan, the related VA guaranty is in full force and effect. All necessary steps have been taken to keep such guaranty or insurance valid, binding and enforceable as of the Sale and Transfer Date.

(j) Damage; Condemnation. There exists no physical damage to the mortgaged property from fire, flood, windstorm, earthquake, tornado, hurricane or any other similar casualty, which physical damage would cause any Mortgage Loan to become delinquent or adversely affect the value or marketability of any Mortgage Loan, the Servicing or the mortgaged property or the eligibility of the Mortgage Loan for insurance benefits, or the amount of insurance benefits, by any Insurer. To the best of Seller’s knowledge, there is no proceeding pending for the total or partial condemnation of, or eminent domain with respect to, the mortgaged property.

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

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

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

(n) Origination, Sale and Collection Practices. The origination, sale and collection practices used by Seller or any prior originator or servicer with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the mortgage lending business and consistent with Applicable Requirements. With respect to escrow deposits and payments in those instances where such were required, there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made, and no escrow deposits or payments or other charges or prepayments due to the Mortgagor have been capitalized under any Mortgage Loan or the related Mortgage Note.

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

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

7.11 Litigation. There is no litigation, claim, demand, proceeding or governmental investigation existing or pending, or to the knowledge of Seller, threatened, or any order, injunction or decree outstanding, against or relating to Seller that could have a material adverse effect upon the Servicing being purchased by Purchaser hereunder with respect to any Mortgage Loan or the performance by Seller of its obligations under Investor Guidelines, or result in loss or liability to Purchaser, nor does Seller know of any basis for any such litigation, claim, demand, proceeding, or governmental investigation.

7.12 No Accrued Liabilities. There are no accrued or contingent liabilities of Seller with respect to the Mortgage Loans or Servicing or circumstances under which such accrued or contingent liabilities will arise against Purchaser, with respect to occurrences prior to the Sale and Transfer Date.

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

7.14 Facts and Omissions. All of the representations and warranties of Seller in this Agreement or furnished to Purchaser in any instrument or document in connection herewith, including, without limitation, the Offering Information, (which instruments or documents shall be deemed to be a part of this Agreement) are true in all material respects as of the date of this Agreement and will be true in all material respects as of the Sale and Transfer Date. None of the written representations, information or documentation furnished or to be furnished by Seller to Purchaser in this Agreement or in the transactions contemplated hereby has materially changed since it was made or furnished, nor is it or will it become materially false or misleading, nor does it or will it contain any material misstatement of fact or omit to state a material fact necessary in order to make the statements in light of the circumstances in which they are made not misleading.

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

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

7.17 Restricted Mortgage Loans. There are no contractual obligations that Purchaser will be required to assume with respect to the Restricted Mortgage Loans except as provided for in subparagraph 4(b) of this Agreement.

8. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

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

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

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

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

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

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

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

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

9. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER.

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

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

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

9.3 Corporate Resolution. Purchaser shall have received a duly executed Secretary’s Certificate certifying that (i) the Board of Directors of Seller has specifically approved the sale of Servicing pursuant to this Agreement, (ii) such approval is reflected in the minutes of the meetings of Seller’s Board of Directors and (iii) Seller’s Board of Directors has authorized certain officers (as listed in an incumbency certificate to be provided to Purchaser) to execute this Agreement and all other documents necessary to consummate the transactions contemplated herein. A copy of such Board resolution shall be attached to the Secretary’s Certificate. In addition, Seller shall have provided to Purchasers the special purpose resolution required under subparagraph 5(d) of the Agreement.

9.4 Xxxxxx Xxx Waiver of Representations and Warranties. Seller, Purchaser and Xxxxxx Mae shall enter into a mutually acceptable tri-party agreement for the purpose of obtaining Xxxxxx Mae’s agreement that Purchaser shall not assume any obligations with respect to origination or selling representations and warranties or any servicing actions or inactions prior to the Sale and Transfer Date related to the Xxxxxx Mae Mortgage Loans.

10. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.

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

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

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

11. DELIVERY OF DOCUMENTS. Within two (2) Business Days following the Sale and Transfer Date, Seller shall deliver to Purchaser via email to xxxxxxx.xxxxx@xxxxxxxxxxxxxxxx.xxx an electronic schedule of the Mortgage Loans in Excel format reflecting the information as of the close of business on the Sale and Transfer Date. The schedule shall contain the following information with respect to each Mortgage Loan: (i) Investor name, (ii) loan number, (iii) the Mortgagor’s name, (iv) address of mortgaged property, (v) unpaid principal balance, (vi) the interest rate provided in the Mortgage Note, (vii) next date on which the mortgage payment is due, (viii) type of loan, (ix) amount held in escrow for the account of the Mortgagor, (x) monthly principal and interest installment, (xi) monthly escrow installment, (xii) Accounts Receivable, (xiii) net Servicing fee, (xiv) Bankruptcy code, as applicable, and (xv) Foreclosure code, as applicable.

12. INDEMNIFICATION OF PURCHASER AND SELLER.

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

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

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

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

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

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

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

Purchaser agrees to promptly notify Seller in writing of the existence of any fact known to Purchaser giving rise to any obligations of Seller under this Paragraph 12 and, in the case of any claim or any litigation brought by a third party which may give rise to any such obligations, Purchaser agrees to promptly notify Seller of the making of such claim or the commencement of such action by a third party as and when the same become known to Purchaser. Seller shall be entitled to participate in the defense of any action brought by a third party against Purchaser which may give rise to an obligation of Seller and, at its election, to direct the defense thereof at its own expense.

All indemnifications, representations, and warranties under this Agreement shall survive termination and/or consummation of this Agreement and may be assigned by Purchaser to any subsequent purchaser of the Servicing.

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

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

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

(c) Acts or omissions of Purchaser relating to the Servicing subsequent to the Sale and Transfer Date including, but not limited to, compliance with all applicable Investor Guidelines, improper escrow disbursements, misquoted payoffs, misapplied payments, failure to file timely notice of default or failure to pay or to provide evidence of payment of taxes, insurance or other charges, including penalties and interest, or hazard insurance claims not covered by insurance;

(d) Any act taken by Purchaser pursuant to any special purpose resolution provided by Seller to Purchaser for the use and purpose as expressly contain therein or any use or misuse of such special purpose resolution in any manner or by any employee of Purchaser not expressly authorized by the Seller; or

(e) any litigation, including without limitation, class action lawsuits due to acts or omissions caused by Purchaser subsequent to the Sale and Transfer Date.

Seller agrees to promptly notify Purchaser in writing of the existence of any fact known to Seller giving rise to any obligations of Purchaser under this Paragraph 12 and, in the case of any claim or any litigation brought by a third party which may give rise to any such obligations, Seller agrees to promptly notify Purchaser of the making of such claim or the commencement of such action by a third party as and when the same become known to Seller. Purchaser shall be entitled to participate in the defense of any action brought by

a third party against Seller which may give rise to an obligation of Purchaser and, at its election, to direct the defense thereof at its own expense.

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

13. MISCELLANEOUS.

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

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

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

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

13.5 Broker’s Fees. Seller represents and warrants to Purchaser that there are no brokers, finders or originators due a fee in this transaction. Seller hereby indemnifies and agrees to defend and hold Purchaser harmless from and against any claim, demand, liability, loss or damage arising from any claim made (including reasonable attorneys’ fees and court costs at trial or on appeal) by any broker, finder, or originator who asserts a claim based upon an engagement by Seller. Purchaser hereby agrees to indemnify and hold Seller harmless from and against any loss or damage arising from any claim made (including reasonable attorneys’ fees and court costs) by any broker, finder, or originator who asserts a claim based upon an engagement by Purchaser.

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

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

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

(a)	If to Purchaser, to:	Xx. Xxxxxxx Xxxxx
		Senior Vice President
		EverBank
		0000 Xxxxxxx Xxx
		Xxxxxxxxxxxx, XX 00000
		Facsimile No. (000) 000-0000

	With a copy to:	Xx. Xxx Xxxxx
		Senior Vice President
		EverBank
		0000 Xxxxxxx Xxx
		Xxxxxxxxxxxx, XX 00000
		Facsimile No. (000) 000-0000

(b)	If to Seller, to:	Xx. Xxxxxx X. Xxxxxxx
		Chief Executive Officer
		NetBank
		0000 Xxx Xxxxx Xxxx
		Xxxxxxxx, Xxxxx Xxxxxxxx 00000
		Facsimile No. (000) 000-0000

	With a copy to:	Xxxxxx Xxxxxxxxx LLP
		0000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxxxxxx, Xxxxxxx 00000
		Attn: Xxxxxx X. Xxxxxxx, XX, Chief Legal Officer
		Facsimile No. (000) 000-0000

		and,

				Xx. Xxxxxxx X. Xxxxxx
				Chief Legal Counsel
				NetBank
				0000 Xxxxxxx Xxxx, Xxx. 000
				Xxxxxxxxxxxx, XX 000000
				Facsimile No. (000) 000-0000

				and,

				Xx. Xxxxx X. Xxxxxxx
				Corporate Counsel
				NetBank
				0000 Xxx Xxxxx Xxxx
				Xxxxxxxx, Xxxxx Xxxxxxxx 00000
				Facsimile No. (000) 000-0000

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

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

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

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

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

13.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements between the parties.

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

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

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

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

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

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

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

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

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

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

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

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

Arbitration pursuant to this subparagraph 13.19 may be initiated by either party to this Agreement by making a written demand for arbitration and giving written notice to the other party of such demand for arbitration, which written notice shall specify the provisions of this Agreement alleged to be in dispute or in breach. The dispute shall be submitted to three arbitrators chosen from a list provided by the AAA, one arbitrator being selected by Seller, one arbitrator being selected by Purchaser, and within ten (10) days after the selection of the

second arbitrator, the two selected arbitrators shall select a third arbitrator. No individual who is, or has at any time been, an officer, employee, representative, attorney or consultant of Seller or Purchaser or any Affiliate of either may serve as an arbitrator without the express written consent of Seller and Purchaser. All arbitration hearings and proceedings shall be held in Jacksonville, Florida. Each of the parties shall submit to discovery and produce documents reasonably required by the arbitrators during arbitration and in accordance with the then current Commercial Arbitration Rules of the AAA. Judgment of the arbitrators shall be final and binding, and may be enforced in any court having jurisdiction. During the pendency of any arbitration proceeding, either party may retain any payments that may relate to the matter in dispute provided that such amounts do not exceed the amount subject to dispute.

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

If to Seller:

Bank: XX Xxxxxx Xxxxx Bank

Address: 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000

Name of Account: NetBank

ABA No.: 000000000

Account No.: 00113324801

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

If to Purchaser:

Bank: EverBank

Address: 0000 Xxxxxxx Xxx, Xxxxxxxxxxxx, Xxxxxxx 00000

Name of Account: EverBank GOA

ABA No.: 000000000

Account No.: 0067601044

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

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

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

Witnesses:	EVERBANK


	By:	/s/ Xxxxxxx Xxxxx
		Its: Senior Vice President

			(CORPORATE SEAL)

NETBANK


By:	/s/ Xxxxxx X. Xxxxxxx
	Its: Chief Executive Officer

		(CORPORATE SEAL)

APPENDIX I - MORTGAGE LOANS

APPENDIX II - ASSIGNMENT OF THE SERVICING OF THE MORTGAGE LOANS

That NETBANK, a federally chartered savings association, whose mailing address is 0000 Xxx Xxxxx Xxxx, Xxxxxxxx, Xxxxx Xxxxxxxx 00000, assignor, in consideration of the sum of TEN DOLLARS, and other valuable considerations, received from or on behalf of EVERBANK, a federal savings association, whose address is 0000 Xxxxxxx Xxx, Xxxxxxxxxxxx, Xxxxxxx 00000, assignee, at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, assign, transfer and set over unto the assignee, all of its right, title and interest in and to the Servicing of those certain Mortgage Loans more particularly described at Appendix I to that certain Agreement for Purchase and Sale of Servicing by and between assignor and assignee dated as of June 15, 2007 (the “Purchase Agreement”, which such Appendix I is incorporated by reference herein, subject to the terms and conditions of such Purchase Agreement.

Together with the notes described in said mortgages, and the moneys due and to become due thereon, with interest from July 2, 2007.

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

IN WITNESS WHEREOF, the assignor has caused these presents to be executed as of June 15, 2007.

Witnesses:
	NETBANK


	By:	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Chief Executive Officer

			(CORPORATE SEAL)

STATE OF

COUNTY OF

The foregoing instrument was acknowledged before me this 15th day of June, 2007, by Xxxxxx X. Xxxxxxx, Chief Executive Officer of NetBank, a federally chartered savings association, on behalf of the corporation, who either is personally known to me or has produced identification in the form of driver’s license.


	Print Name:
	Notary Public, State of
	Commission No.
	My commission expires:

APPENDIX III - TRANSFER OF SERVICING

THIS TRANSFER OF SERVICING, is made as of July 2, 2007, by and between NETBANK, a federally chartered savings association (“Transferor”), and EVERBANK, a federal savings association.

R E C I T A L S:

1. TRANSFEROR and EVERBANK entered into that certain Agreement for Purchase and Sale of Servicing, dated as of June 15, 2007 (the “Purchase Agreement”), providing for, among other things, the sale by TRANSFEROR to EVERBANK and the purchase by EVERBANK from TRANSFEROR of all the right, title and interest of TRANSFEROR in and to the Servicing, Related Escrow Accounts with respect to the Mortgage Loans, Mortgage Files and Accounts Receivable, all as more particularly defined and described in the Purchase Agreement.

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

NOW THEREFORE, in consideration of Ten Dollars and other valuable considerations, the receipt and sufficiency of which are hereby acknowledged, TRANSFEROR, as the lawful owner of the Servicing, Mortgage Files and Accounts Receivable and the custodian of the Related Escrow Accounts and Buy-Down Funds hereby sells, conveys, transfers, assigns and delivers to EVERBANK, all its right, title and interest, as of July 2, 2007, in and to the Servicing under applicable Investor Guidelines, the Related Escrow Accounts and Buy-Down Funds with respect to the Mortgage Loans, Mortgage Files and the Accounts Receivable, subject to the terms and conditions of the Purchase Agreement. TRANSFEROR hereby represents to EVERBANK that it has clear and unencumbered title to all of the assets transferred herein and will warrant and defend such title against the claims of all parties whomsoever. All capitalized terms herein which are not defined shall have the same meaning as set forth in the Purchase Agreement.

IN WITNESS WHEREOF, TRANSFEROR has caused this Transfer of Servicing to be duly executed by its duly authorized officer as of June 15, 2007.

Witnesses:
	NETBANK


	By:	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Chief Executive Officer

			(CORPORATE SEAL)

APPENDIX IV - TRANSFER INSTRUCTIONS

APPENDIX V – RESTRICTED MORTGAGE LOANS

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AGREEMENT FOR PURCHASE AND SALE OF SERVICING BY AND BETWEEN NETBANK SELLER AND EVERBANK PURCHASER DATED AS OF JUNE 15, 2007

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