EXECUTION COPY 

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PUT OPTION AGREEMENT 

PUT OPTION AGREEMENT (this “Agreement”) dated as of March 3, 

2009, between TALF LLC, a Delaware limited liability company (“Buyer”), and 

FEDERAL RESERVE BANK OF NEW YORK (“FRBNY”). 

W I T N E S S E T H :

WHEREAS, pursuant to the MLSA, FRBNY, in its capacity as lender 

thereunder (in such capacity, “Lender”), will make TALF Loans to Borrowers 

from time to time; and 

WHEREAS, the obligations of the Borrowers with respect to the TALF 

Loans made to them pursuant to the MLSA shall be secured by Collateral; and 

WHEREAS, upon a foreclosure on or other enforcement against Collateral 

in accordance with the MLSA and applicable law, Lender may, from time to time, 

(x) exercise its right to sell or otherwise dispose of Collateral (any such Collateral 

as to which Lender has elected to exercise such right (“9-610 Assets”) and (y) 

accept Collateral in full or partial satisfaction of the obligations secured thereby, 

and thereby acquire the applicable Borrower’s ownership interest in such 

Collateral (“9-620 Assets”); and 

WHEREAS, Lender may from time to time acquire an ownership interest 

in Collateral pursuant to a Collateral Surrender (“Surrendered Assets” and, 

together with 9-610 Assets and 9-620 Assets, “Collateral Assets”). 

WHEREAS, subject to the terms and conditions herein, Buyer has agreed, 

from time to time at the sole option of FRBNY, in its capacity as seller hereunder 

(in such capacity, “Seller”), to purchase Collateral Assets together with Related 

Recourse Rights, from Seller (each such purchase, a “Collateral Purchase”); and 

WHEREAS, subject to the terms and conditions herein, Buyer has also 

agreed, from time to time at the sole option of Seller, to acquire by way of 

assignment FRBNY’s interest as Lender in any TALF Loans as to which an 

Insolvency Event exists together with Related Recourse Rights (each such 

assignment, a “TALF Loan Assignment”); 

WHEREAS, in consideration of the foregoing agreements of Buyer, Seller 

has agreed to pay Buyer certain fees from time as set forth herein; 

NOW THEREFORE, the parties hereto agree as follows: 
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ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. 

(a) Terms Defined in the MLSA. The following terms defined in the 

MLSA have, as used herein, the respective meanings provided for therein: 

Term

Administrator 

Adverse Claim 

Applicable Loan Closing Date 

Applicable Primary Dealer 

Auditor Attestation 

Borrower 

Business Day 

Calculation Period 

Collateral 

Collateral Custody and Administration Agreement 

Collateral Enforcement Event 

Collateral Surrender 

Custodian 

Eligible Collateral 

Eligibility Criteria 

Fixed Rate Loan 

Floating Rate Loan 

Indemnity Undertaking 

Lending Agreement 

Loan Accrual Period 

Loan Subscription Date 

Monthly Loan Interest Expense Amount 

Payment Date 

Person 

Primary Dealer 

Required Monthly Amortization Amount 

TALF Standing Loan Facility Procedures 

(b) Terms Defined in the UCC. The following terms defined in the 

UCC have, as used herein, the respective meanings provided for therein: 

Term UCC Section

Financial Asset 8-102 & 103 

Security 8-102 & 103 

Security Entitlement 8-102 
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(c) Additional Definitions. The following terms, as used herein, have 

the following meanings: 

“Applicable Three Year Overnight Index Swap Rate” means, for any 

Fixed Rate Loan, the rate per annum equal to the closing rate for overnight 

indexed swaps having a term of three years published by Bloomberg as of 8:00 

a.m., New York time, on the applicable Loan Subscription Date; provided that if 

such rate is not available at such time from Bloomberg, such rate shall be the rate 

per annum equal to the average midpoint (calculated by FRBNY) of the rates for 

overnight indexed swaps having a term of three years quoted by three financial 

institutions designated by FRBNY on the applicable Loan Subscription Date and 

notified to Buyer. 

“Assignment and Assumption” means an Assignment and Assumption in 

the form of Appendix 4A to the MLSA. 

“Collateral Account” has the meaning specified in the Security 

Agreement. 

“Controlling Party” has the meaning specified in the SPV Credit 

Agreement. 

 “CUSIP Number” means, with respect to any Security, the unique 

identifying number assigned thereto by the CUSIP Service Bureau managed by 

Standard & Poor’s Corporation (or any successor thereto). 

“Description” means (x) with respect to a Collateral Asset, a description 

thereof that shall include, without limitation, in each case if available (i) the 

CUSIP Number assigned thereto, (ii) the descriptive information associated with 

such CUSIP Number and (iii) the aggregate principal amount thereof and accrued 

interest thereon, in each case as of the expected Purchase Date and (y) with 

respect to a TALF Loan, a description thereof that shall include, without 

limitation, (i) the name of the Borrower thereof, (ii) the maturity date and the 

interest rate thereon and (iii) the aggregate principal amount thereof and accrued 

interest thereon, in each case as of the expected Purchase Date. 

“Effective Date” means March 3, 2009. 

“Fixed Rate Loan Monthly Fee” means, for any Loan Accrual Period, 

(x) the sum of (i) the Monthly Loan Interest Expense Amounts in respect of Fixed 

Rate Loans for such Loan Accrual Period plus (ii) without duplication, all unpaid 

interest in respect of Fixed Rate Loans accrued during a previous Loan Accrual 

Period that has been added to such Monthly Loan Interest Expense Amounts 

pursuant to Section 4.5 of the MLSA (in the case of each of clauses (i) and (ii), 

(A) excluding any Required Monthly Amortization Amounts and (B) to the extent 

actually received by Seller (as Lender under the MLSA) during such Loan 

Accrual Period) minus (y) the sum, for each Fixed Rate Loan, of (x) the average 
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principal amount of such Fixed Rate Loan outstanding during such Loan Accrual 

Period multiplied by (y) the Fixed Rate Loan Monthly Rate for such Fixed Rate 

Loan; provided, that such amount shall not be less than zero. 

“Fixed Rate Loan Monthly Rate” means, for any Fixed Rate Loan for 

Loan Accrual Period, (x) the Applicable Three Year Overnight Index Swap Rate 

for such Fixed Rate Loan plus 0.25%, divided by (y) twelve (12). 

“Floating Rate Loan Monthly Fee” means, for any Loan Accrual Period, 

(x) the sum of (i) the Monthly Loan Interest Expense Amounts in respect of 

Floating Rate Loans for such Loan Accrual Period plus (ii) without duplication, 

all unpaid interest in respect of Floating Rate Loans accrued during a previous 

Loan Accrual Period that has been added to such Monthly Loan Interest Expense 

Amounts pursuant to Section 4.5 of the MLSA (in the case of each of clauses (i) 

and (ii), (A) excluding any Required Monthly Amortization Amounts and (B) to 

the extent actually received by Seller (as Lender under the MLSA) during such 

Loan Accrual Period) minus (y) (i) the average principal amount of all Floating 

Rate Loans outstanding during such Loan Accrual Period multiplied by (ii) the 

Floating Rate Loan Monthly Rate for such Loan Accrual Period; provided, that 

such amount shall not be less than zero. 

“Floating Rate Loan Monthly Rate” means, for any Loan Accrual 

Period, (x) the One Month Overnight Index Swap Rate plus 0.25%, divided by (y) 

twelve (12). 

 “Governmental Authority” means any nation or government, any state 

or other political subdivision thereof, any agency, authority, instrumentality, 

regulatory body, court, central bank or other entity exercising executive, 

legislative, judicial, taxing, regulatory or administrative functions of or pertaining 

to government, any securities exchange and any self-regulatory organization. 

“Insolvency Event” means a Collateral Enforcement Event of the type 

described in clause (iv) of the definition thereof. 

“Issuer Certification” means the “Certification as to TALF Eligibility”, 

in the form set forth in the TALF Standing Loan Facility Procedures. 

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit 

arrangement, encumbrance, lien (statutory or other), charge or other security 

interest or any preference, priority or other security agreement or preferential 

arrangement of any kind or nature whatsoever (including any conditional sale or 

other title retention agreement and any capital lease having substantially the same 

economic effect as any of the foregoing). 

“Market Price”, with respect to any 9-610 Asset as of any Testing Date, 

means the market price of such 9-610 Asset, expressed as a percentage of par, 

determined by the Custodian on the basis of the pricing information reported to it 
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by customary pricing services (provided, that the Custodian shall not rely on any 

such pricing information if it determines in good faith that such pricing 

information is not representative of market conditions prevailing as of such 

Testing Date). If pricing information with respect to a 9-610 Asset is not 

available to the Custodian pursuant to the preceding sentence (or if the Custodian 

shall not rely on such pricing information pursuant to the proviso to the preceding 

sentence), the Custodian shall use its reasonable best efforts to secure price 

quotations (“Broker Price Quotations”) from at least three broker-dealers with 

respect to such 9-610 Asset, and the Market Price thereof shall be deemed to be 

the arithmetic average of the Broker Price Quotations received. If pricing 

information with respect to a 9-610 Asset is not available to the Custodian 

pursuant to either of the preceding sentences, then the Market Price thereof shall 

be determined in good faith by Custodian in consultation with the Controlling 

Party. 

“Market Value”, with respect to any 9-610 Asset at any Testing Date, 

means (i) the product of (x) the outstanding principal amount thereof multiplied 

by (y) the Market Price thereof plus (ii) all accrued and unpaid interest thereon, as 

determined by the Custodian. 

“MLSA” means that certain Master Loan and Security Agreement by and 

among FRBNY, as Lender, The Bank of New York Mellon, as Administrator, 

The Bank of New York Mellon, as Custodian, and the Primary Dealers party 

thereto, as amended or supplemented from time to time thereafter (with the 

consent of the Subordinated Lender to the extent expressly required by this 

Agreement). 

“Monthly Fee” means, for any Loan Accrual Period, the sum of (x) the 

Fixed Rate Loan Monthly Fee plus (y) the Floating Rate Loan Monthly Fee. 

 “9-610 Asset Group” has the meaning specified in the definition of 

“Purchase Consideration”. 

“Obligations” has the meaning specified in the SPV Credit Agreement. 

“Obligor” means any Person obligated to make any payment on any 

Collateral Asset or any TALF Loan. 

“One Month Overnight Index Swap Rate” means, for any Loan Accrual 

Period, the rate per annum equal to the closing rate for overnight indexed swaps 

having a term of one month published by Bloomberg two Business Days prior to 

the first day of such Loan Accrual Period (or, in the case of the initial Loan 

Accrual Period, as of 8:00 a.m., New York time, on the applicable Loan 

Subscription Date); provided that if such rate is not available at such time from 

Bloomberg, such rate shall be the rate per annum equal to the average midpoint 

(calculated by FRBNY) of the rates for overnight indexed swaps having a term of 

one month quoted by three financial institutions designated by FRBNY two 
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Business Days prior to the first day of such Loan Accrual Period (or, in the case 

of the initial Loan Accrual Period, as of the applicable Loan Subscription Date) 

and notified to Buyer. 

“Purchase” means a Collateral Purchase or a TALF Loan Assignment. 

“Purchase Consideration” means: 

(i) collectively with respect to all 9-610 Assets securing the same 

TALF Loan (a “9-610 Asset Group”), the aggregate principal amount of such 

TALF Loan, plus accrued interest thereon, calculated as of the Business Day prior 

to the Purchase Date; 

(ii) collectively with respect to (x) all Surrendered Assets that had 

secured the same TALF Loan or (y) all 9-620 Assets that had secured the same 

TALF Loan, the aggregate principal amount of such TALF Loan at the time that 

Lender acquired its ownership interest in such Surrendered Assets or 9-620 

Assets, as the case may be, in each case plus accrued interest thereon through the 

Business Day prior to the Purchase Date; and 

(iii) with respect to any TALF Loan Assignment, the aggregate 

principal amount of the TALF Loan to be assigned to Buyer pursuant to such 

TALF Loan Assignment, plus accrued interest thereon, calculated as of the 

Business Day prior to the Purchase Date. 

The Purchase Consideration with respect to any Purchased Asset shall be 

determined by Custodian on the basis of the information contained in its books 

and records, and such determination shall be conclusive absent manifest error. 

“Purchase Date” means each date on which Buyer acquires assets 

(including by way of an assignment of rights) from Seller pursuant to a Purchase. 

“Put Option Termination Date” means the date of termination of this 

Agreement pursuant to Section 5.04. 

“Related Recourse Rights” means, with respect to any Purchased Asset, 

all rights of recourse that Seller may have pursuant to the MLSA (x) in the case of 

a Collateral Asset, against the Borrower of the TALF Loan secured by (or that 

had been secured by) such Collateral Asset or the Applicable Primary Dealer or 

(y) in the case of a TALF Loan, against the Borrower thereof or the Applicable 

Primary Dealer. 

“Required Documents” means (x) the Lending Agreement and (y) to the 

extent required pursuant to the Eligibility Criteria, the Auditor Attestation and the 

Indemnity Undertaking (with the Issuer Certification attached thereto), in each 

case in the form delivered to Lender in connection with a TALF Loan which is, or 

is or was secured by, a Purchased Asset. 
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“Secured Parties” has the meaning specified in the Security Agreement. 

“Security Agreement” has the meaning specified in the SPV Credit 

Agreement. 

“SPV Administrator” means the “Administrator” as defined in the SPV 

Credit Agreement. 

“SPV Credit Agreement” means that certain Credit Agreement among 

Buyer, as Borrower, FRBNY, as Controlling Party, FRBNY, as Senior Lender, 

and United States Department of the Treasury, as Subordinated Lender. 

“SPV Loan” means a “Loan” as defined in the SPV Credit Agreement. 

“Subordinated Lender” has the meaning specified in the SPV Credit 

Agreement. 

“TALF Loan” has the meaning specified in the SPV Credit Agreement. 

“TALF Termination Date” has the meaning specified in the SPV Credit 

Agreement. 

“Testing Date”, with respect to any proposed Purchase of a 9-610 Asset 

Group, means a date selected by Seller that is not more than five days prior to the 

proposed Purchase Date (or such earlier date as Seller shall specify; provided, that 

such earlier date shall not be more than ten days prior to the proposed Purchase 

Date). 

“Transaction Documents” has the meaning specified in the SPV Credit 

Agreement. 

“UCC” means the Uniform Commercial Code as in effect in the State of 

New York. 

(d) The following terms are defined elsewhere in this Agreement: 

Term Section

Collateral Asset Recitals 

Collateral Purchase Recitals 

9-610 Assets Recitals 

9-620 Assets Recitals 

Purchase Notice 2.02 

Purchased Assets 2.02 

Surrendered Assets Recitals 

TALF Loan Assignment Recitals 
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ARTICLE 2

PURCHASES

Section 2.01. Obligation to Purchase. 

(a) Subject to the terms and conditions set forth herein, at any time and 

from time to time beginning on the Effective Date and ending on the Put Option 

Termination Date, Seller may require Buyer to effect Purchases. 

(b) Provided that Seller has obtained any consent required hereunder or 

under the SPV Credit Agreement, Buyer’s obligation to effect Purchases 

hereunder shall not be released, discharged or otherwise affected by: 

(i) any extension, renewal, settlement, compromise, waiver or 

release in respect of any obligation of any Obligor with respect to any 

Collateral Asset or any TALF Loan, by operation of law or otherwise, 

(ii) any modification or amendment of or supplement to the 

agreements governing any Obligor’s obligations with respect to any 

Collateral Asset or any TALF Loan, 

(iii) any release, impairment, non-perfection or invalidity of any 

direct or indirect security for any obligation of any Obligor with respect to 

any Collateral Asset or any TALF Loan, 

(iv) any invalidity or unenforceability of any of the agreements 

governing the terms of any Collateral Asset or any TALF Loan as against 

any Obligor or any other Person for any reason whatsoever, 

(v) the fact that any Collateral Asset does not satisfy the 

Eligibility Criteria; 

(vi) any change in the corporate existence, structure or 

ownership of any Obligor, or any insolvency, bankruptcy, reorganization 

or other similar proceeding affecting any Obligor or its assets or any 

resulting release or discharge of any obligation of any Obligor with 

respect to any Collateral Asset or any TALF Loan, 

(vii) the existence of any claim, set-off or other rights which 

Buyer or any Obligor may have at any time against Seller, or 

(viii) any act or omission to act or delay of any kind by Seller, 

any Obligor or any other Person or any other circumstance whatsoever 

which might, but for the provisions of this paragraph, constitute a legal or 

equitable discharge of or defense to Buyer’s obligations hereunder. 

Section 2.02. Purchase Notices. With respect to each Purchase that Seller 

shall require Buyer to effect, Seller (or Custodian on behalf of Seller) shall deliver 
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a revocable written notice (each such notice, a “Purchase Notice”) to Buyer, not 

less than two Business Days prior to the proposed Purchase Date (unless Buyer 

shall have agreed to a shorter period), setting forth the following information: 

(i) a Description of each Collateral Asset and each TALF 

Loan to be to be purchased by Buyer (each such Collateral Asset and each 

such TALF Loan, collectively, the “Purchased Assets”); 

(ii) the Purchase Consideration with respect to each Purchased 

Asset; 

(iii) in the case of a 9-610 Asset Group, the aggregate Market 

Value thereof as of the Testing Date; and 

(iv) the Purchase Date. 

A Purchase Notice shall become irrevocable, unless previously withdrawn, 

at 10:00 a.m. Eastern time on the Business Day prior to the Purchase Date 

specified therein. 

Section 2.03. Purchases and Sales. 

(a) Subject to satisfaction of the conditions set forth in Section 2.03(d), 

on each Purchase Date, (x) Buyer shall purchase from Seller and (y) Seller shall 

sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, 

transferred, assigned and delivered to Buyer, all of Seller’s right, title and interest 

in, to and under each Purchased Asset and all Related Recourse Rights. 

(b) The purchase price for each Purchased Asset and Related Recourse 

Rights shall be the Purchase Consideration with respect such Purchased Asset set 

forth in the applicable Purchase Notice. 

(c) All Purchases effected pursuant to this Agreement shall be without 

any recourse whatsoever to Seller, except for any breach of the representations 

and warranties set forth in Section 3.02. 

(d) The obligation of the Buyer to effect Purchases hereunder shall be 

conditioned upon satisfaction of the following conditions on or prior to the 

applicable Purchase Date or the waiver of any such conditions by the Buyer: 

(i) (x) such Purchased Asset is, or was Collateral for, a TALF 

Loan as to which the related Borrower represented, at the time such TALF 

Loan was made, that (1) it was an Eligible Borrower, (2) the related 

Collateral was Eligible Collateral and (3) the related Collateral was not 

subject to any Adverse Claim in favor of any Person other than Lender 

and (y) any waiver, amendment or supplement to such Loan or the MLSA 

was approved by the Subordinated Lender to the extent required by this 

Agreement; 
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(ii) Seller (or Custodian on behalf of Seller) has delivered the 

Required Documents with respect to such Purchased Asset to the SPV 

Administrator; 

(iii) with respect to a 9-610 Asset Group, (A) if the aggregate 

Market Value thereof as of the Testing Date is greater than the Purchase 

Consideration therefor, (x) Seller (or Custodian on behalf of Seller) shall 

have solicited firm bids for such 9-610 Asset Group on or after such 

Testing Date from at least three broker-dealers (each a “Firm Bid”) and 

(y) prior to the Purchase Date, Seller shall not have received a Firm Bid 

for such 9-610 Asset Group in an amount exceeding such Purchase 

Consideration and (B) to the extent required by Section 9-611 of the UCC, 

Seller (or Custodian on behalf of Seller) shall have given not less than 10 

days prior notice to the applicable Borrower of the proposed sale pursuant 

to this Agreement of such 9-610 Asset Group; 

(iv) with respect to Surrendered Assets, the applicable 

Borrower has delivered a Collateral Surrender and Acceptance Notice in 

accordance with the MLSA; 

(v) with respect to a TALF Loan Assignment, an Insolvency 

Event has occurred with respect to the applicable Borrower; 

(vi) Seller’s representations and warranties with respect to such 

Purchased Asset are true and correct in all material respects as of the 

applicable Purchase Date (except to the extent such representations and 

warranties specifically relate to an earlier date, in which case such 

representations and warranties are true and correct in all material respects 

as of such earlier date); and 

(vii) the conditions to funding of the applicable SPV Loan under 

the SPV Credit Agreement have been satisfied. 

Section 2.04. Closings. 

(a) On each Purchase Date, to effect the closing of the applicable 

Collateral Purchases and/or TALF Loan Assignments: 

(i) Buyer shall deliver to Seller the Purchase Consideration 

with respect to each Purchased Asset, in immediately available funds by 

wire transfer to the account of Seller communicated to Buyer from time to 

time; 

(ii) Seller shall cause all Securities, Financial Assets and 

Security Entitlements included in the Purchased Assets to be deposited in 

or credited to the Collateral Account; 
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(iii) with respect to each TALF Loan Assignment, Seller shall 

deliver to Buyer a completed Assignment and Assumption executed by 

Lender, and Buyer shall execute same and deliver a copy of the fully 

executed version thereof to Collateral Agent (with a copy to Lender); and 

(iv) Seller shall instruct the Custodian and the Administrator (x) 

that all documents, instruments, certificates and reports relating to the 

Purchased Assets held by them in their respective capacities pursuant to 

the MLSA or the Collateral Custody and Administration Agreement shall, 

from and after such Purchase Date, be held instead by the Collateral Agent 

for the benefit of the Secured Parties and (y) to take all actions reasonably 

required to effectuate the foregoing. 

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of Buyer. Buyer represents 

and warrants to Seller as of the date hereof that: 

(a) Organization; Powers. Buyer (i) is a limited liability company, duly 

organized, validly existing and in good standing under the laws of the State of 

Delaware, (ii) has all requisite power and authority to own its property and assets 

and to carry on its business as now conducted and as proposed to be conducted, 

(iii) is qualified to do business in, and is in good standing in, every jurisdiction 

where such qualification is required and (iv) has the power and authority to 

execute, deliver and perform its obligations under this Agreement. 

(b) Authorization. The execution, delivery and performance by Buyer 

of this Agreement and the consummation of the transactions contemplated hereby 

(i) have been duly authorized by all requisite limited liability company action and, 

if required, member action of Buyer and (ii) will not result in the violation by 

Buyer of any provision of law, statute, rule or regulation, or of the certificate of 

formation, LLC operating agreement or other constitutive documents of Buyer. 

(c) Enforceability. This Agreement has been duly executed and 

delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer 

enforceable against Buyer in accordance with its terms, subject to applicable 

bankruptcy, insolvency, reorganization, moratorium or other laws affecting 

creditors’ rights generally and subject to general principles of equity, regardless of 

whether considered in a proceeding in equity or at law. 

Section 3.02. Representations and Warranties of Seller. Seller represents 

and warrants to Buyer that: 

(a) subject to exceptions that are, in the aggregate, not material: 
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(i) Seller has not created any lien, pledge, charge, or security 

interest of any nature on or in any Purchased Asset;

(ii) to Seller’s knowledge, no lien, pledge, charge, or security 

interest of any nature exists on or in any Purchased Asset, other than (x) 

liens in favor of Lender pursuant to the MLSA and (y) other liens 

disclosed by Seller to Buyer; 

(iii) Seller has not modified any Purchased Asset in any 

material respect, or satisfied, cancelled or subordinated such Purchased 

Asset in whole or in part or executed any instrument of release, 

cancellation or satisfaction with respect thereto except to the extent 

permitted under the MLSA; 

(b) at the time that the TALF Loan secured by any Purchased Asset was 

made, the conditions precedent to the making of such TALF Loan set forth in 

Section 3.7 of the MLSA were, to Seller’s knowledge at such time (as verified in 

the manner contemplated by the MLSA), satisfied; 

(c) with respect to any Purchased Asset that is a TALF Loan: 

(i) there exists no obligation on the part of Seller, in its 

capacity as lender with respect to such TALF Loan, to make any 

additional extensions of credit thereunder; and 

(ii) Seller has not reduced the interest rate or modified the 

repayment provisions or maturity date applicable to such TALF Loan; and 

(d) Seller has not (1) amended or modified (i) the definitions of Eligible 

Borrower, Eligible Collateral, Classes of Collateral, Haircut Percentages, Market 

Price or the Eligibility Criteria, in each case as in effect on the date of this 

Agreement, in any manner that has had the effect of making such definition or 

Eligibility Criteria less restrictive (including any change allowing for additional 

categories of asset-backed securities to be Eligible Collateral) or (ii) the recourse 

provisions applicable to TALF Loans or (2) increased to an amount in excess of 

$200,000,000,000 the aggregate principal amount of TALF Loans that may be 

borrowed, in each case without the consent of the Subordinated Lender. 

ARTICLE 4

COVENANTS

The parties hereto agree that: 

Section 4.01. Further Assurances. 
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(a) At and after each Purchase Date, Seller shall execute and deliver any 

other documents, and to take any other actions reasonably required to vest, perfect 

or confirm of record or otherwise in Buyer any and all right, title and interest in 

the Purchased Assets acquired or to be acquired by Buyer as a result of, or in 

connection with, each related Purchase. 

(b) Seller shall promptly remit, or cause to be remitted, to the Collateral 

Account any payments or collections in respect of any Purchased Asset received 

by or on behalf of Seller that were not applied in reduction of the Purchase 

Consideration for such Purchased Asset. Seller shall promptly forward, or cause 

to be forwarded, to the SPV Administrator any communications relating to any 

Purchased Asset, including, without limitation, any notices, reports, requests for 

consent or approval or demands, received by or on behalf of Seller after the 

applicable Purchase Date. 

Section 4.02. Fees. 

(a) On each Payment Date, Seller shall pay to Buyer the Monthly Fee 

for the Loan Accrual Period most recently ended. 

(b) Buyer shall cause all amounts received in respect of the Monthly 

Fee to be deposited into the Collateral Account. 

Section 4.03. No Petitions. Seller will not at any time prior to the date 

that is one year and one day after all of the Obligations have been paid in full (a) 

commence or institute against Buyer or join with or facilitate any other Person in 

commencing or instituting against Buyer, any bankruptcy, reorganization, 

arrangement, readjustment of debt, dissolution, receivership, insolvency or 

liquidation proceedings, or other similar proceedings under any United States 

Federal or state, or other jurisdiction, bankruptcy or similar law or statute now or 

hereafter in effect in connection with any obligations relating to the SPV Credit 

Agreement or any of the other Transaction Documents or (b) participate in any 

assignment for benefit of creditors, compositions, or arrangements with respect to 

Buyer’s debts. 

Section 4.04. Information. Seller shall make available (or shall cause 

Custodian or Administrator to make available) to Buyer and the Subordinated 

Lender such documents and information (to the extent in their possession) with 

respect to the Borrowers, the TALF Loans and the Collateral as they may 

reasonably request; provided, that (x) the Subordinated Lender shall not be 

entitled to receive documents or information setting forth the unredacted identity 

of any Borrower pursuant to this Section 4.04 (and Buyer shall not provide to the 

Subordinated Lender any such documents or information provided to it pursuant 

to this Section 4.04 without redacting the identity of any Borrower contained 

therein) and (y) all documents and information made available to Buyer or the 

Subordinated Lender pursuant to this Section 4.04 shall be kept confidential in 
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accordance with the confidentiality provisions applicable to the Lenders set forth 

in Section 9.14 of the SPV Credit Agreement. 

ARTICLE 5

MISCELLANEOUS

Section 5.01. Release of Liens. Effective upon receipt of the Purchase 

Consideration with respect to any Purchased Asset, FRBNY, in its capacities as 

Seller and Lender, releases and forever discharges any and all Liens on such 

Purchased Asset in favor of FRBNY in existence immediately prior to the 

effectiveness of the applicable Purchase. 

Section 5.02. Notices. All notices required or permitted to be given 

hereunder shall be in writing (or by e-mail) and addressed as follows: 

(a) If to Buyer: TALF LLC 

 c/o Federal Reserve Bank of New York, 

 as Managing Member 

 33 Liberty Street 

 New York, NY 10045 

 

 

 

 

 

With a copy to: Federal Reserve Bank of New York 

 33 Liberty Street 

 New York, NY 10045 

 Reference: TALF Put Option Agreement 

 

 

 

 

(b) If to Seller: Federal Reserve Bank of New York 

 33 Liberty Street 

 New York, NY 10045 

 Reference: TALF Put Option Agreement 

 

 

 

 

Section 5.03. Successors and Assigns. The provisions of this Agreement 

shall be binding upon and inure to the benefit of the parties hereto and their 
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respective successors and assigns; provided, that Buyer may not assign any of its 

rights of obligations under this Agreement without the prior written consent of 

Seller; provided further that neither Buyer nor Seller shall assign any of its rights 

or obligations hereunder without the consent of the Subordinated Lender. 

Section 5.04. Termination. This Agreement shall terminate on the earlier 

of (i) the date designated by Seller in its sole discretion upon delivery of written 

notice thereof to Buyer and (ii) the TALF Termination Date. Buyer shall have no 

right to terminate this Agreement. 

Section 5.05. Amendments. No provision of this Agreement may be 

amended or modified except pursuant to an agreement or agreements in writing 

entered into by Buyer and Seller, subject to any consents required under the SPV 

Credit Agreement. 

Section 5.06. Governing Law. THIS AGREEMENT SHALL BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 

FEDERAL LAW OF THE UNITED STATES IF AND TO THE EXTENT 

SUCH LAW IS APPLICABLE, AND OTHERWISE IN ACCORDANCE WITH 

THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO 

CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH 

STATE. 

Section 5.07. Waiver of Jury Trial. EACH PARTY HERETO HEREBY 

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 

LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF 

ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, 

UNDER OR IN CONNECTION WITH THIS AGREEMENT. 

Section 5.08. Jurisdiction; Consent To Service of Process; Waiver. Each 

of the parties hereto hereby irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding 

relating to this Agreement, or for recognition and enforcement of any judgment in 

respect thereof, to the exclusive jurisdiction of the courts of the United States for 

the Southern District of New York, and appellate courts thereof; provided that, 

notwithstanding the foregoing, if there is no basis for federal jurisdiction in 

respect of any such legal action or proceeding or recognition and enforcement 

action, then each party submits for itself and its property in any such legal action 

or proceeding or recognition and enforcement action to the exclusive jurisdiction 

of the courts of the State of New York located in the Borough of Manhattan in 

New York City, and appellate courts thereof; 

(b) consents that any such action or proceeding may be brought only in 

such courts and waives, to the maximum extent not prohibited by law, any 

objection that it may now or hereafter have to the venue of any such action or 
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proceeding in any such court or that such action or proceeding was brought in an 

inconvenient court and agrees not to plead or claim the same; 

(c) (i) agrees that service of process in any such action or proceeding 

may be effected by mailing a copy thereof by registered or certified mail (or any 

substantially similar form of mail), postage prepaid return receipt requested to its 

address set forth in Section 5.02, or to such other address of which the other 

parties hereto shall have been notified pursuant thereto, (ii) agrees that nothing 

herein shall affect the right to effect service of process in any other manner 

permitted by law and (iii) agrees that a final judgment in any such action or 

proceeding shall be conclusive and may be enforced in another jurisdiction by suit 

on the judgment or in any other matter provided by law; and 

(d) waives, to the maximum extent not prohibited by law, any right it 

may have to claim or recover in any legal action or proceeding any special, 

indirect, exemplary, punitive or consequential damages of any kind whatsoever 

(including for lost profits). 

Section 5.09. Severability. In the event that any one or more of the 

provisions contained in this Agreement should be held invalid, illegal or 

unenforceable in any respect, to the extent permitted by applicable law, the 

validity, legality and enforceability of the remaining provisions contained herein 

and therein shall not in any way be affected or impaired thereby (it being 

understood that the invalidity of a particular provision in a particular jurisdiction 

shall not in and of itself affect the validity of such provision in any other 

jurisdiction). The parties shall endeavor in good-faith negotiations to replace the 

invalid, illegal or unenforceable provisions with valid provisions the economic 

effect of which comes as close as possible to that of the invalid, illegal or 

unenforceable provisions. 

Section 5.10. Limited Recourse. 

(a) Except as provided in clause (b) below, each sale, assignment, 

transfer, conveyance and delivery of any Collateral Asset or TALF Loan is made 

to Buyer without recourse to Seller and for Buyer’s own account and risk. Seller 

makes no representation or warranty, express or implied, and assumes no 

responsibility, with respect to (x) the genuineness, authorization, execution, 

delivery, validity, legality, value, sufficiency, perfection, priority, enforceability 

or collectability of any such Collateral Assets or TALF Loans or (y) whether or 

not any such Collateral Assets satisfy the Eligibility Criteria. Seller assumes no 

responsibility for (i) any representation or warranty made by, or the accuracy, 

completeness, correctness or sufficiency of any information (or the validity, 

completeness or adequate disclosure of assumptions underlying any estimates, 

forecasts or projections contained in such information) provided directly or 

indirectly by, any Obligor or any other Person (other than Seller), (ii) the 

performance or observance by any applicable Obligor of any of its obligations 

pursuant to the documents governing any Collateral Asset or TALF Loan, (iii) the 
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financial condition of any such Obligor or any other Person or (iv) (except as 

otherwise expressly provided herein, including as provided in clause (b) below) 

any other matter whatsoever relating to any such Obligor, any other Person (other 

than Seller) or any Purchased Assets. 

(b) Notwithstanding anything else in this Agreement to the contrary, it 

is understood and agreed that the representations and warranties set forth in 

Section 3.02 above shall survive delivery of any Purchased Assets; provided, that 

Buyer’s recourse with respect to any breach of such representation and warranty 

shall be limited to the excess, if any, of (x) the damages sustained by Buyer as a 

result of such breach over (y) the aggregate amount received by Buyer pursuant to 

any right of recourse Buyer may have against any Person other than Seller 

(including pursuant to any Related Recourse Rights) as a result of such breach (it 

being understood that Buyer shall be obligated to pursue any such right of 

recourse). 

Section 5.11. Third Party Beneficiary. The parties hereto agree that the 

Subordinated Lender is a third party beneficiary of this Agreement. 

Section 5.12. Counterparts; Effectiveness. This Agreement may be 

signed in any number of counterparts, each of which shall be an original, with the 

same effect as if the signatures thereto and hereto were upon the same instrument. 

This Agreement shall become effective when each party hereto shall have 

received the counterpart hereof signed by the other party hereto. 
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