EXECUTION COPY

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CREDIT AGREEMENT 

among 

TALF LLC, 

as Borrower, 

FEDERAL RESERVE BANK OF NEW YORK, 

as Controlling Party, 

FEDERAL RESERVE BANK OF NEW YORK, 

as the Senior Lender 

and 

UNITED STATES DEPARTMENT OF THE TREASURY, 

as the Subordinated Lender 

Dated as of March 3, 2009 
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TABLE OF CONTENTS 

PAGE

ARTICLE 1 

DEFINITIONS

Section 1.01. Defined Terms.................................................................................. 1 

Section 1.02. Other Definitional Provisions........................................................ 10 

Section 1.03. Consent Rights of Subordinated Lender. ....................................... 10 

ARTICLE 2 

AMOUNT AND TERMS OF COMMITMENTS

Section 2.01. Commitments.................................................................................. 11 

Section 2.02. Requests for Loans......................................................................... 11 

Section 2.03. Funding of Loans. .......................................................................... 11 

Section 2.04. Repayment of Loans; Termination of Agreement .......................... 12 

Section 2.05. Interest Rates and Payment Dates................................................. 12 

Section 2.06. Computation of Interest ................................................................. 13 

Section 2.07. Promissory Notes........................................................................... 13 

ARTICLE 3 

PAYMENTS

Section 3.01. Payments Generally....................................................................... 14 

Section 3.02. Application of Proceeds................................................................. 14 

ARTICLE 4 

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Borrower......................... 14 

Section 4.02. Representations and Warranties of the Lenders............................ 16 

ARTICLE 5 

CONDITIONS PRECEDENT

Section 5.01. Conditions to Closing Date............................................................ 16 

Section 5.02. Conditions to Each Extension of Loans......................................... 17 

ARTICLE 6 

AFFIRMATIVE COVENANTS

Section 6.01. Financial Statements...................................................................... 19 
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Section 6.02. Other Information .......................................................................... 19 

Section 6.03. Payment of Obligations.................................................................. 19 

Section 6.04. Maintenance of Existence; Compliance......................................... 19 

Section 6.05. Inspection of Property; Books and Records; Discussions............. 20 

Section 6.06. Notices............................................................................................ 20 

Section 6.07. Deposits in Collateral Account; Proceeds..................................... 20 

Section 6.08. Third Party Contracts.................................................................... 21 

Section 6.09. Use of Proceeds of Loans .............................................................. 21 

ARTICLE 7 

NEGATIVE COVENANTS

Section 7.01. Indebtedness................................................................................... 21 

Section 7.02. Liens............................................................................................... 21 

Section 7.03. Fundamental Changes................................................................... 21 

Section 7.04. Disposition of Property.................................................................. 22 

Section 7.05. Restricted Payments....................................................................... 22 

Section 7.06. Investments..................................................................................... 22 

Section 7.07. Limitations on Payments and Expenditures................................... 22 

Section 7.08. Amendments to Transaction Documents........................................ 22 

Section 7.09. Limitations on Activities ................................................................ 22 

Section 7.10. ERISA............................................................................................. 23 

Section 7.11. Accounts......................................................................................... 23 

Section 7.12. Formation of Subsidiaries.............................................................. 23 

ARTICLE 8 

EVENTS OF DEFAULT

Section 8.01. Events of Default............................................................................ 23 

Section 8.02. Actionable Defaults........................................................................ 24 

ARTICLE 9 

MISCELLANEOUS

Section 9.01. Amendments and Waivers.............................................................. 24 

Section 9.02. Notices............................................................................................ 25 

Section 9.03. No Waiver; Cumulative Remedies................................................. 28 

Section 9.04. Survival of Representations and Warranties ................................. 28 

Section 9.05. Payment of Expenses and Taxes. ................................................... 28 

Section 9.06. Successors and Assigns; Participations and Assignments............. 30 

Section 9.07. Subordination................................................................................. 31 

Section 9.08. Counterparts.................................................................................. 33 

Section 9.09. Severability .................................................................................... 34 

Section 9.10. Integration...................................................................................... 34 

Section 9.11. GOVERNING LAW........................................................................ 34 

Section 9.12. Submission to Jurisdiction; Waivers.............................................. 34 
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Section 9.13. Acknowledgements......................................................................... 35 

Section 9.14. Confidentiality................................................................................ 35 

Section 9.15. WAIVERS OF JURY TRIAL........................................................... 36 

Section 9.16. Limited Recourse ........................................................................... 36 

Section 9.17. Certain Tax Matters....................................................................... 36 

Section 9.18. Additional Inspection Rights.......................................................... 36 

Section 9.19. Authority for Subordinated Loan Commitment.............................. 37 
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EXHIBITS: 

A Form of Administration Agreement 

B Form of Borrowing Request 

C Form of Security Agreement 

D Form of Closing Certificate 

E Form of Put Option Agreement 
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CREDIT AGREEMENT (this “Agreement”), dated as of March 3, 2009, among 

TALF LLC, a Delaware limited liability company (the “Borrower”), FEDERAL 

RESERVE BANK OF NEW YORK, in its capacity as Controlling Party, FEDERAL 

RESERVE BANK OF NEW YORK, as Senior Lender, and the UNITED STATES 

DEPARTMENT OF THE TREASURY, as Subordinated Lender. 

The parties hereto hereby agree as follows: 

ARTICLE 1 

DEFINITIONS

Section 1.01. Defined Terms. As used in this Agreement, the terms listed in this 

Section 1.01 shall have the respective meanings set forth in this Section 1.01. 

“Actionable Default”: as defined in Section 8.02(a). 

“Administration Agreement”: the Administration Agreement to be entered into 

by the Borrower, the Managing Member and the Administrator, substantially in the form 

of Exhibit A. 

“Administrator”: The Bank of New York Mellon, in its capacity as 

“administrator” under the Administration Agreement, or any successor in such capacity. 

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in 

control of, is controlled by, or is under common control with, such Person. For purposes 

of this definition, “control” of a Person means the power, directly or indirectly, to direct 

or cause the direction of the management and policies of such Person, whether by 

contract or otherwise. 

“Agreement”: as defined in the preamble hereto. 

“Approved Disposition Plan”: a plan for Disposition of particular assets or of 

assets generally that shall have been approved in writing by both Lenders. 

“Available Senior Loan Commitment”: as of any date with respect to the 

Senior Loan Commitment, an amount equal to (i) the Senior Loan Commitment, minus (ii) 

the aggregate initial principal amount of all Senior Loans made before such date, minus 

(iii) the aggregate amount of all withdrawals of funds from the Cash Collateral Account 

pursuant to Section 5(d) of the Security Agreement made before such date. 

“Available Subordinated Loan Commitment”: as of any date with respect to 

the Subordinated Loan Commitment, an amount equal to (i) the Subordinated Loan 

Commitment, minus (ii) the aggregate initial principal amount of all Subordinated Loans 

made before such date. 
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“Borrower”: as defined in the preamble hereto. 

“Borrowing Request”: a written request by the Borrower for a Senior Loan or a 

Subordinated Loan, substantially in the form of Exhibit B. 

“Business Day”: a day other than a Saturday, Sunday, a Federal holiday or other 

day on which commercial banks in New York City are authorized or required by law to 

close. 

“Capital Stock”: any and all shares, interests, participations or other equivalents 

(however designated) of capital stock of a corporation, any and all equivalent ownership 

interests in a Person (other than a corporation) and any and all warrants, rights or options 

to purchase any of the foregoing. 

“Cash Collateral Account”: as defined in the Security Agreement. 

“Closing Date”: the date on which the conditions precedent set forth in Section 

5.01 shall have been satisfied (or waived in accordance with Section 9.01). 

“Collateral”: all property of the Borrower, now owned or hereafter acquired, 

upon which a Lien is purported to be created by any Security Document. 

“Collateral Account”: as defined in the Security Agreement. 

“Collateral Account Control Agreement”: the Collateral Account Control 

Agreement to be entered into by the Borrower, the Collateral Agent, the Lenders and the 

Controlling Party, substantially in the form of Exhibit A to the Security Agreement. 

“Collateral Agent”: The Bank of New York Mellon, in its capacity as “collateral 

agent” under the Security Agreement, or any successor in such capacity. 

“Commitment”: the Senior Loan Commitment or the Subordinated Loan 

Commitment, as the context may require. 

“Contractual Obligation”: as to any Person, any provision of any security 

issued by such Person or of any agreement, instrument or other undertaking to which 

such Person is a party or by which it or any of its property is bound. 

“Contingent Interest”: as defined in Section 2.05(b). 

“Controlling Party”: Federal Reserve Bank of New York; provided that at all 

times on and after the Senior Obligations Payoff Date, “Controlling Party” shall mean the 

United States Department of the Treasury. 

“Costs and Expenses”: as defined in the Security Agreement. 
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“Default”: any of the events specified in Article 8, whether or not any 

requirement for the giving of notice, the lapse of time, or both, has been satisfied. 

“Disposition”: with respect to any property, any sale, lease, sale and leaseback, 

assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and 

“Disposed of” shall have correlative meanings. 

“Dollars” and “$”: dollars in lawful currency of the United States. 

“EESA”: the Emergency Economic Stabilization Act of 2008 (Pub. L. 110-343, 

enacted October 1, 2008), as amended. 

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

from time to time. 

“ERISA Affiliate”: any trade or business (whether or not incorporated) that, 

together with the Borrower, is treated as a single employer under Section 414 of the 

Internal Revenue Code of 1986, as amended. 

“Event of Default”: any of the events specified in Article 8; provided that any 

requirement for the giving of notice, the lapse of time, or both, has been satisfied. 

“Expense Reimbursement Account”: as defined in the Security Agreement. 

“Fee Letter” means that certain fee letter to be entered into among the Borrower, 

the Administrator and the Collateral Agent in respect of the fee arrangement for the 

Administrator and the Collateral Agent. 

“GAAP”: generally accepted accounting principles in the United States as in 

effect from time to time. 

“Governmental Authority”: 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. 

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any 

obligation, including a reimbursement, counterindemnity or similar obligation, of the 

guaranteeing Person that guarantees or in effect guarantees, or which is given to induce 

the creation of a separate obligation by another Person (including any bank under any 

letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, 

dividends or other obligations (the “primary obligations”) of any other third Person (the 

“primary obligor”) in any manner, whether directly or indirectly, including any 

obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such 

primary obligation or any property constituting direct or indirect security therefor, (ii) to 

advance or supply funds (1) for the purchase or payment of any such primary obligation 
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or (2) to maintain working capital or equity capital of the primary obligor or otherwise to 

maintain the net worth or solvency of the primary obligor, (iii) to purchase property, 

securities or services primarily for the purpose of assuring the owner of any such primary 

obligation of the ability of the primary obligor to make payment of such primary 

obligation or (iv) otherwise to assure or hold harmless the owner of any such primary 

obligation against loss in respect thereof; provided that the term “Guarantee Obligation” 

shall not include endorsements of instruments for deposit or collection in the ordinary 

course of business. The amount of any Guarantee Obligation of any guaranteeing person 

shall be deemed to be the lower of (a) an amount equal to the stated or determinable 

amount of the primary obligation in respect of which such Guarantee Obligation is made 

and (b) the maximum amount for which such guaranteeing person may be liable pursuant 

to the terms of the instrument embodying such Guarantee Obligation, unless such 

primary obligation and the maximum amount for which such guaranteeing person may be 

liable are not stated or determinable, in which case the amount of such Guarantee 

Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability 

in respect thereof as determined by the Borrower in good faith. 

“Indebtedness”: of any Person at any date, without duplication, (a) all 

indebtedness of such Person for borrowed money, (b) all obligations of such Person for 

the deferred purchase price of property or services (other than current trade payables 

incurred in the ordinary course of such Person’s business), (c) all obligations of such 

Person evidenced by notes, bonds, debentures or other similar instruments, (d) all 

indebtedness created or arising under any conditional sale or other title retention 

agreement with respect to property acquired by such Person (even though the rights and 

remedies of the seller or lender under such agreement in the event of default are limited 

to repossession or sale of such property), (e) all capital lease obligations of such Person, 

(f) all obligations of such Person, contingent or otherwise, as an account party or 

applicant under or in respect of acceptances, letters of credit, surety bonds or similar 

arrangements, (g) the liquidation value of all redeemable preferred Capital Stock of such 

Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind 

referred to in clauses (a) through (g) above and (i) all obligations of the kind referred to 

in clauses (a) through (h) above secured by (or for which the holder of such obligation 

has an existing right, contingent or otherwise, to be secured by) any Lien on property 

(including accounts and contract rights) owned by such Person, whether or not such 

Person has assumed or become liable for the payment of such obligation. The 

Indebtedness of any Person shall include the Indebtedness of any other entity (including 

any partnership in which such Person is a general partner) to the extent such Person is 

liable therefor as a result of such Person’s ownership interest in or other relationship with 

such entity, except to the extent the terms of such Indebtedness expressly provide that 

such Person is not liable therefor. 

“Investment Manager”: the Person appointed to act as “investment manager” 

under the Investment Manager Agreement (if any), which Person the Subordinated 

Lender has not objected to after five Business Days’ prior written notice, together with 

such Person’s Affiliates, or any successor investment manager in such capacity. 
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“Investment Manager Agreement”: the agreement, if any, entered into after the 

Closing Date between the Investment Manager and Federal Reserve Bank of New York, 

with the consent of the Subordinated Lender (provided, that (x) such consent shall not be 

unreasonably withheld and (y) the Subordinated shall be deemed to have consented if it 

shall not have notified the Senior Lender within five Business Days after its receipt of a 

copy of the proposed Investment Manager Agreement that it does not consent thereto) 

regarding the management of the Collateral, and any amended and restated, successor or 

replacement agreement entered into by the Investment Manager and Federal Reserve 

Bank of New York regarding the management of the Collateral; provided that any such 

agreement shall be assigned to, or terminable by, the Subordinated Lender on the Senior 

Obligations Payoff Date. 

“Investments”: for any Person, (a) Capital Stock, bonds, notes, debentures or 

other securities of any other Person or any agreement to acquire any Capital Stock, bonds, 

notes, debentures or other securities of any other Person (including any “short sale” or 

any sale of any securities at a time when such securities are not owned by the Person 

entering into such sale); or (b) deposits, advances, loans, capital contributions or other 

extensions of credit (by way of guaranty or otherwise) made to any other Person 

(including purchases of property from another Person subject to an understanding or 

agreement, contingent or otherwise, to resell such property to such Person). 

“Lenders”: the collective reference to the Senior Lender and the Subordinated 

Lender. 

“LIBOR” means, for any period from and including the last Payment 

Determination Date (if there is one) or the Closing Date (if there is none) to but excluding 

the next Payment Determination Date (each such period, an “Interest Period”), the rate 

per annum for one-month deposits in Dollars which appears on the Bloomberg Screen 

BTMM Page under the heading “LIBOR FIX BBAM” as of 11:00 a.m., London time, on 

the second Business Day preceding the first day of such Interest Period; provided, that if 

such rate does not appear on the Bloomberg Screen BTMM Page, “LIBOR” shall be the 

interest rate per annum determined by the Controlling Party (on the basis of quotes from 

two or more major international banks) to be representative of the rates per annum at 

which one-month deposits in Dollars are offered by major international banks to other 

major international banks in the London interbank market as of the second Business Day 

preceding the first day of such Interest Period, and notified to the Borrower and the 

Lenders two Business Days prior to the first day of such Interest Period. 

“Lien”: 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). 

“LLC Agreement”: the limited liability company agreement of TALF LLC, 

executed February 25, 2009 and effective as of February 4, 2009. 
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“Loan Documents”: this Agreement, the Security Documents, the Promissory 

Notes and any amendment, waiver, supplement or other modification to any of the 

foregoing. 

“Loan Proceeds Account”: as defined in the Security Agreement. 

“Loans”: the collective reference to the Senior Loans and the Subordinated 

Loans. 

“Managing Member”: as defined in the LLC Agreement. The Managing 

Member on the Closing Date is Federal Reserve Bank of New York. 

“Material Adverse Effect”: a material adverse effect on the Borrower and its 

assets or upon the rights and remedies of either of the Lenders under the Transaction 

Documents. 

“Maturity Date”: the tenth anniversary of the Closing Date; provided, that the 

date by which final repayment of the Senior Loans and the Subordinated Loans must 

occur may be extended by the Controlling Party with the consent of the Subordinated 

Lender in accordance with the provisos to Sections 2.04(b) and 2.04(c). 

“Membership Interest”: the limited liability company membership interest in 

the Borrower. 

“MLSA”: that certain Master Loan and Security Agreement by and among 

Federal Reserve Bank of New York, as lender, The Bank of New York Mellon, as 

administrator and custodian, and the other financial institutions party thereto, in 

connection with Federal Reserve Bank of New York’s Term Asset-Backed Securities 

Loan Facility. 

“Obligations”: collectively, (i) the unpaid principal of and interest (including 

Contingent Interest, interest accruing after the maturity of the Loans and interest accruing 

after the filing of any petition in bankruptcy, or the commencement of any insolvency, 

reorganization or like proceeding, relating to the Borrower, whether or not a claim for 

post-filing or Post-Petition Amount is allowed in such proceeding) on the Loans and (ii) 

all other obligations and liabilities of the Borrower to the Lenders, the Controlling Party, 

the Collateral Agent, the Administrator and the Investment Manager, whether direct or 

indirect, absolute or contingent, due or to become due, or now existing or hereafter 

incurred, which may arise under, out of, or in connection with, this Agreement, any other 

Transaction Document or any other document made, delivered or given in connection 

herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, 

expenses (including all fees, charges and disbursements of counsel to the Lenders, the 

Controlling Party, the Collateral Agent, the Administrator and the Investment Manager) 

that are required to be paid by the Borrower pursuant hereto or pursuant to the other 

Transaction Documents or otherwise. 
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“Payment Calculation Report”: as defined in the Security Agreement. 

“Payment Date”: the fourth Business Day of each calendar month, or such other 

day as may be specified by the Controlling Party or its designee, pursuant to a Proper 

Instruction; provided that unless the Subordinated Lender shall otherwise consent, there 

shall be a single Payment Date in each calendar month. 

“Payment Determination Date”: the third Business Day prior to each Payment 

Date. 

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to 

Subtitle A of Title IV of ERISA (or any successor). 

“Permitted Liens”: (i) customary rights of setoff and similar Liens in favor of 

depositary institutions, (ii) Liens imposed by law for taxes that are not yet due or that are 

being contested in good faith by appropriate proceedings, (iii) other Liens arising by 

operation of law, and (iv) other Liens granted by the Borrower at the written instruction 

of the Controlling Party with the consent of the Subordinated Lender. 

“Person”: an individual, partnership, corporation, limited liability company, 

business trust, joint stock company, trust, unincorporated association, joint venture, 

Governmental Authority or other entity of whatever nature. 

“Plan”: any employee benefit plan as defined in Section 3(3) of ERISA, 

including any employee welfare benefit plan (as defined in Section 3(1) of ERISA), any 

employee pension benefit plan (as defined in Section 3(2) of ERISA), and any plan which 

is both an employee welfare benefit plan and an employee pension benefit plan. 

“Post-Petition Amount” means any interest or amount that accrues after the 

commencement of any case, proceeding or other action relating to the bankruptcy, 

insolvency or reorganization of the Borrower (or would accrue but for the operation of 

applicable bankruptcy or insolvency laws), whether or not such interest or amount is 

allowed or allowable as a claim in any such proceeding. 

“Proceeds”: as defined in the Security Agreement. 

“Promissory Note”: as defined in Section 2.07 hereof. 

“Proper Instruction”: as defined in the Security Agreement. 

“Purchase”: as defined in the Put Option Agreement. 

“Put Option Agreement”: the Put Option Agreement to be entered into by the 

Borrower, as Buyer, and Federal Reserve Bank of New York, as Seller, substantially in 

the form of Exhibit E. 
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“Regulation U”: Regulation U of the Board of Governors of the Federal Reserve 

System as in effect from time to time. 

“Related Parties”: with respect to any specified Person, such Person’s Affiliates 

and the respective directors, officers, employees, agents, advisors, and controlling 

persons of such Person and such Person’s Affiliates. 

“Representatives”: as defined in Section 9.14. 

“Requirement of Law”: as to any Person, the organizational or governing 

documents of such Person (including, with respect to the Borrower, the LLC Agreement), 

and any law, treaty, rule or regulation or determination of an arbitrator or a court or other 

Governmental Authority, in each case applicable to or binding upon such Person or any 

of its property or to which such Person or any of its property is subject. 

“Responsible Officer”: with respect to the Administrator, means any officer of 

the Administrator with direct responsibility for the administration of the transactions and 

agreements contemplated by this Agreement and the other Transaction Documents and 

the Collateral. 

“Secured Parties”: as defined in the Security Agreement. 

“Security Agreement”: the Security and Intercreditor Agreement to be entered 

into by the Borrower, the Collateral Agent, the Lenders and the Controlling Party, 

substantially in the form of Exhibit C. 

“Security Documents”: the collective reference to the Security Agreement, the 

Collateral Account Control Agreement and all other security documents hereafter 

delivered to the Collateral Agent granting a Lien on any property of the Borrower to 

secure the Obligations. 

“Senior Lender”: Federal Reserve Bank of New York, and any assignee thereof 

permitted pursuant to Section 9.06. 

“Senior Loan”: as defined in Section 2.01. 

“Senior Loan Availability Period”: the period from and including the Senior 

Loan Commitment Availability Date to but excluding the earliest of (i) the Maturity Date, 

(ii) the TALF Termination Date and (iii) the date of termination of the Senior Loan 

Commitment pursuant to Article 8; provided that the Controlling Party may extend the 

Senior Loan Availability Period from time to time with the consent of the Subordinated 

Lender. 

“Senior Loan Commitment”: the obligation of the Senior Lender to make 

Senior Loans to the Borrower in an aggregate principal amount not to exceed 

$180,000,000,000. 
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“Senior Loan Commitment Availability Date”: the date on which the 

aggregate initial principal amount of Subordinated Loans made by the Subordinated 

Lender (excluding any Contingent Interest) equals $20,000,000,000. 

“Senior Obligations”: the unpaid principal of and interest on (including interest 

accruing after the maturity of the Senior Loans and interest accruing after the filing of 

any petition in bankruptcy, or the commencement of any insolvency, reorganization or 

like proceeding, relating to the Borrower, whether or not a claim for post-filing or PostPetition Amount is allowed in such proceeding) the Senior Loans and all other 

obligations and liabilities of the Borrower to the Senior Lender (other than Contingent 

Interest). 

“Senior Obligations Payoff Date”: the first date on which (x) all Senior 

Obligations have been paid in full and (y) (i) the TALF Termination Date has occurred or 

(ii) the Available Senior Loan Commitment is equal to zero. 

“Subordinated Lender”: United States Department of the Treasury, or any 

assignee thereof permitted pursuant to Section 9.06. 

“Subordinated Loan”: as defined in Section 2.01. 

“Subordinated Loan Availability Period”: the period from and including the 

Closing Date to but excluding the earliest of (i) the Maturity Date, (ii) the TALF 

Termination Date and (iii) the date of termination of the Subordinated Loan Commitment 

pursuant to Article 8; provided that the Subordinated Loan Availability Period may be 

extended with the consent of the Subordinated Lender; provided further that the 

Subordinated Loan Availability Period shall not extend past the earliest of (x) the expiry 

of the Senior Loan Availability Period, (y) the Maturity Date and (z) the date of 

termination of the Subordinated Loan Commitment pursuant to Article 8. 

“Subordinated Loan Commitment”: the obligation of the Subordinated Lender 

to make Subordinated Loans to the Borrower in an aggregate principal amount not to 

exceed $20,000,000,000. 

“Subsidiary”: as to any Person, a corporation, partnership, limited liability 

company or other entity of which shares of stock or other ownership interests having 

ordinary voting power (other than stock or such other ownership interests having such 

power only by reason of the happening of a contingency) to elect a majority of the board 

of directors or other managers of such corporation, partnership or other entity that are at 

the time owned, or the management of which is otherwise controlled, directly or 

indirectly through one or more intermediaries, or both, by such Person. 

“TALF Loans”: the loans made by Federal Reserve Bank of New York pursuant 

to the MLSA. 
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“TALF Termination Date” means January 31, 2013 or such later date as 

designated by the Controlling Party with the consent of the Subordinated Lender. 

“Transaction Documents” the Loan Documents, the Put Option Agreement, the 

Administration Agreement, the Fee Letter, the Investment Manager Agreement, the LLC 

Agreement and each other servicing and custodial agreement, in each case in effect from 

time to time with the Borrower as a party thereto in respect of the transactions 

contemplated by the foregoing documents, all schedules, exhibits and annexes thereto, all 

side letters and agreements affecting the terms thereof or entered into in connection 

therewith, all assignments and other instruments or documents entered into in connection 

with the foregoing and any amendment, waiver, supplement or other modification to any 

of the foregoing. 

“United States”: the United States of America. 

“Waterfall”: the order of payments set forth in Section 5(b) of the Security 

Agreement. 

Section 1.02. Other Definitional Provisions. 

(a) As used herein and in the other Loan Documents, and any certificate or 

other document made or delivered pursuant hereto or thereto, (i) accounting terms shall 

have the respective meanings given to them under GAAP, (ii) the words “include”, 

“includes” and “including” shall be deemed to be followed by the phrase “without 

limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, 

become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” 

shall have correlative meanings), (iv)) the words “asset” and “property” shall be 

construed to have the same meaning and effect and to refer to any and all tangible and 

intangible assets and properties, including cash, Capital Stock, securities, revenues, 

accounts, leasehold interests and contract rights, and (v) references to agreements or other 

Contractual Obligations shall, unless otherwise specified, be deemed to refer to such 

agreements or Contractual Obligations as amended, supplemented, restated or otherwise 

modified from time to time, or any successor or replacement agreement which may be 

entered into from time to time, subject in each case to any applicable limitations specified 

herein or therein. 

(b) The words “hereof”, “herein” and “hereunder” and words of similar import, 

when used in this Agreement, shall refer to this Agreement as a whole and not to any 

particular provision of this Agreement, and Section, Schedule and Exhibit references are 

to this Agreement unless otherwise specified. 

(c) The meanings given to terms defined herein shall be equally applicable to 

both the singular and plural forms of such terms. 

Section 1.03. Consent Rights of Subordinated Lender. If at any time the United 

States Department of the Treasury is the Controlling Party, all consent rights reserved to 
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the Subordinated Lender in this Agreement at such time shall instead be exercisable by 

the Senior Lender. 

ARTICLE 2 

AMOUNT AND TERMS OF COMMITMENTS

Section 2.01. Commitments. Subject to the terms and conditions hereof, (a) the 

Senior Lender agrees to make term loans to the Borrower in Dollars from time to time 

during the Senior Loan Availability Period in an aggregate principal amount not to 

exceed the Senior Loan Commitment (each such loan, a “Senior Loan”) and (b) the 

Subordinated Lender agrees to make (i) a term loan to the Borrower on the Closing Date 

in the principal amount of $100,000,000 and (ii) additional term loans to the Borrower in 

Dollars during the Subordinated Loan Availability Period in an aggregate principal 

amount, when combined with the principal amount of the term loan made on the Closing 

Date pursuant to the preceding clause (i), not to exceed the Subordinated Loan 

Commitment (each of the loans described in the preceding clauses (i) and (ii), a 

“Subordinated Loan”). 

Section 2.02. Requests for Loans. To request a Loan, the Borrower shall notify 

the applicable Lender of such request by telephone not later than 11:00 a.m., New York 

City time, one Business Day before the date of the proposed borrowing. Each such 

telephonic Borrowing Request shall be confirmed promptly in writing via delivery of a 

Borrowing Request. Each such telephonic and written request for a Loan shall specify 

the following information: 

(i) the aggregate amount of such Loan (which in the case of the 

Subordinated Loan to be borrowed on the Closing Date, shall be $100,000,000; 

(ii) the date such Loan will be borrowed, which shall be a Business 

Day (provided, that not more than one Subordinated Loan may be borrowed on 

any Business Day); and 

(iii) the location and number of the account to which funds are to be 

disbursed. 

Section 2.03. Funding of Loans. (a) Each applicable Lender shall make each 

Loan to be made by it hereunder on the proposed date thereof by wire transfer of 

immediately available funds in Dollars by 2:00 p.m., New York City time, to the account 

specified by the Borrower. 

(b) Each Lender and the Controlling Party may maintain in accordance with its 

usual practice an account or accounts evidencing the Indebtedness of the Borrower to 

such Lender resulting from the Loan made by such Lender, including the amounts of 

principal and interest payable and paid to such Lender from time to time hereunder; 

provided that the failure of any Lender to maintain such accounts or any error therein 
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shall not in any manner affect the obligation of the Borrower to repay the Loans in 

accordance with the terms of this Agreement and the Security Agreement. 

Section 2.04. Repayment of Loans; Termination of Agreement. (a) The Borrower 

shall make payments on account of the principal of the Loans on the dates and in the 

amounts required by the Waterfall. Amounts paid on account of the principal of the 

Loans may not be reborrowed. 

(b) The Borrower, so long as funds are available in accordance with the 

Waterfall, shall repay the remaining outstanding principal amount of the Senior Loans, 

together with all accrued and unpaid interest (other than Contingent Interest) and other 

amounts due thereon, on the Maturity Date, and pursuant to the requirements of the 

Waterfall (and solely to the extent funds are available in accordance with the Waterfall), 

the Borrower shall prepay the outstanding principal amount of the Senior Loans from 

time to time prior to the Maturity Date; provided that the Controlling Party may, with the 

consent of the Subordinated Lender, at any time and from time to time and 

notwithstanding the provisions of Section 9.01, extend the date of final repayment of the 

Senior Loans to any later date. 

(c) The Borrower, so long as funds are available in accordance with the 

Waterfall, shall repay the remaining outstanding principal amount of the Subordinated 

Loans, together with all accrued and unpaid interest and other amounts due thereon (other 

than Contingent Interest), on the Maturity Date, and pursuant to the requirements of the 

Waterfall (and solely to the extent funds are available in accordance with the Waterfall), 

the Borrower shall prepay the outstanding principal amount of the Subordinated Loans 

from time to time prior to the Maturity Date; provided that the Controlling Party may, 

with the consent of the Subordinated Lender, at any time and from time to time, extend 

the date of final repayment of the Subordinated Loans to any later date. 

(d) Notwithstanding the foregoing and regardless of whether or not any 

Obligations remain outstanding, all Obligations then due and owing shall be terminated 

and extinguished on the first date on which (x) (i) no Lender has any remaining 

commitment to make any Loans or (ii) the TALF Termination Date has occurred and (y) 

all Collateral has been fully liquidated and Disposed of and all proceeds thereof, 

including all amounts on deposit in the Collateral Account, have been distributed in 

accordance with the Waterfall (it being understood that for this purpose the Collateral 

shall be deemed to not have been fully liquidated unless and until all claims pursuant to 

Related Recourse Rights (as defined in the Put Option Agreement) which in the 

reasonable judgment of either Lender merit prosecution shall have been prosecuted to 

final resolution). 

Section 2.05. Interest Rates and Payment Dates. (a) The Senior Loans shall bear 

interest at a rate per annum equal to LIBOR plus 1.0%. The Subordinated Loans shall 

bear interest at a rate per annum equal to LIBOR plus 3.0%. 
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(b) The Senior Loans and the Subordinated Loans shall also be entitled to 

additional contingent interest in amounts equal to any proceeds of the Collateral that are 

available for distribution pursuant to clause ninth of the Waterfall (“Contingent 

Interest”). 

(c) Interest (other than Contingent Interest) shall accrue on a daily basis during 

each Interest Period on the outstanding principal amount of each Loan at the rate set forth 

in Section 2.05(a) for such Interest Period, until the outstanding principal amount of each 

Loan together with all accrued and unpaid interest (other than Contingent Interest) is paid 

in full. Interest will be payable on the dates and in the amounts required by the Waterfall. 

(d) Accrued but unpaid interest on each Loan shall continue to accrue interest at 

the interest rate applicable to such Loan, and shall be compounded on a quarterly basis. 

Section 2.06. Computation of Interest. (a) Interest (other than Contingent Interest) 

payable pursuant hereto shall be calculated by the Collateral Agent on the basis of a 365-

day year for the actual days elapsed. Any change in the interest rate on a Loan resulting 

from a change in LIBOR shall become effective as of the opening of business on the day 

on which such change becomes effective. The Collateral Agent shall, as part of each 

Payment Calculation Report, notify the Borrower, the Collateral Agent, the Investment 

Manager, the Lenders and the Controlling Party of the amount of interest accrued on the 

outstanding principal amount of each Loan during the preceding month and remaining 

unpaid immediately prior to each Payment Date. 

(b) Each determination of the interest rate and each calculation of the amount of 

accrued interest, in each case by the Collateral Agent pursuant to any provision of this 

Agreement, shall be conclusive and binding on the Borrower, the Lenders and the 

Controlling Party in the absence of manifest error. 

(c) All payments to be made by the Borrower in respect of the Loans shall be 

made in such amounts, without set-off or counterclaim, as may be necessary in order that 

every such payment (after deduction or withholding for or on account of any present or 

future taxes, levies, imposts, duties or other charges of whatever nature imposed by the 

jurisdiction in which the Borrower is organized or any political subdivision or taxing 

authority therein or thereof) shall not, as a result of any such deductions or withholdings, 

be less than the amounts otherwise specified to be paid under this Agreement. All 

payments under the Loans will be made by the Borrower without any deduction or 

withholding for or on account of any tax unless such deduction or withholding is required 

by any applicable law, as modified by the practice of any relevant governmental revenue 

authority, then in effect. 

Section 2.07. Promissory Notes. Any Lender may request that Loans made by it 

hereunder, or the Contingent Interest due to it hereunder, be evidenced by a promissory 

note. In such event, the Borrower shall execute and deliver to such Lender a promissory 

note payable to such Lender and its registered assigns and in form and substance 

reasonably acceptable to such Lender (each, a “Promissory Note”). 
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ARTICLE 3 

PAYMENTS

Section 3.01. Payments Generally. Notwithstanding anything to the contrary 

contained in this Agreement or in any other Transaction Document, the Borrower shall 

not make any payments on account of principal, interest, Contingent Interest, fees or 

otherwise in respect of the Loans other than in accordance with the Waterfall. 

Section 3.02. Application of Proceeds. All amounts available in the Collateral 

Account (other than amounts available in the Loan Proceeds Account) as of each 

Payment Determination Date shall be distributed by the Collateral Agent on the first 

following Payment Date in accordance with a Payment Calculation Report delivered to, 

and approved by, the Controlling Party in accordance with the Administration Agreement 

prior to such Payment Date, in accordance with the Waterfall. 

ARTICLE 4 

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Borrower. The Borrower 

hereby represents and warrants to the Lenders, as of the Closing Date and the date of 

each Loan, that: 

(a) Existence; Compliance with Law. The Borrower (i) is a limited liability 

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

State of Delaware, (ii) has the power and authority, and the legal right, to own its assets 

and to transact the activities in which it is permitted to engage, (iii) is duly qualified as a 

foreign organization and in good standing under the laws of each jurisdiction where the 

character of its property, the nature of its business and the performance of its obligations 

made such qualification necessary and (iv) is in compliance in all material respects with 

all Requirements of Law. 

(b) Power; Authorization; Enforceable Obligations. The Borrower has the 

power and authority, and the legal right, to make, deliver and perform the Transaction 

Documents to which it is, or will become, a party and to borrow the Loans hereunder. 

The Borrower has taken all necessary organizational action to authorize the execution, 

delivery and performance of the Transaction Documents to which it is, or will become, a 

party and to authorize the borrowings of the Loans on the terms and conditions of this 

Agreement. No consent or authorization of, filing with, notice to or other act by or in 

respect of, any Governmental Authority or any other Person is required in connection 

with the transactions contemplated under the Transaction Documents and the borrowings 

hereunder or with the execution, delivery, performance, validity or enforceability of this 

Agreement or any of the Transaction Documents to which the Borrower is, or will 

become, a party, except (i) consents, authorizations, filings and notices as have been 

obtained or made and are in full force and effect and (ii) the filings referred to in the 

Security Documents. Each Transaction Document to which the Borrower is, or will 
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become, a party has been duly executed and delivered on behalf of the Borrower. This 

Agreement constitutes, and each other Transaction Document to which the Borrower is, 

or will become, a party, upon execution, will constitute, a legal, valid and binding 

obligation of the Borrower, enforceable against the Borrower in accordance with its terms, 

except as enforceability may be limited by applicable bankruptcy, insolvency, 

reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights 

generally and by general equitable principles (whether enforcement is sought by 

proceedings in equity or at law). 

(c) No Legal Bar. The execution, delivery and performance of this Agreement 

and the other Transaction Documents to which the Borrower is, or will become, a party, 

the borrowings hereunder and the use of the proceeds thereof will not violate any 

Requirement of Law or any Contractual Obligation of the Borrower and will not result in, 

or require the creation or imposition of any Lien on any of its properties, assets or 

revenues pursuant to any Requirement of Law or any such Contractual Obligation (other 

than the Liens created by the Security Documents). 

(d) Litigation. As of the Closing Date, no litigation, investigation or 

proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the 

knowledge of the Borrower, threatened by or against the Borrower or against any of its 

properties, assets or revenues. 

(e) No Defaults. No Actionable Default has occurred and is continuing. No 

other Default known to the Borrower has occurred and is continuing except any such 

Default as to which the Borrower shall have notified the Lenders pursuant to Section 

6.06(a). 

(f) Federal Regulations. No part of the proceeds of the Loans will be used for 

“buying” or “carrying” any “margin stock” within the respective meanings of each of the 

quoted terms under Regulation U as now and from time to time hereafter in effect for any 

purpose that violates the provisions of the Regulations of the Board of Governors of the 

Federal Reserve System. 

(g) ERISA. The Borrower neither maintains, participates in, or is otherwise 

deemed an “employer” (as defined in Section 3(5) of ERISA) with respect to, any Plans, 

and neither the Borrower nor any ERISA Affiliate has any liability to the PBGC under 

ERISA. 

(h) Investment Company Act. The Borrower is not required to be registered as 

an “investment company” under the Investment Company Act of 1940, as amended. 

(i) Subsidiaries. The Borrower has no Subsidiaries. 

(j) Use of Proceeds. The proceeds of the Loans shall be used solely for the 

purpose of financing the acquisition of assets (including by assignment) pursuant to the 

Put Option Agreement; provided that (x) proceeds of Loans shall be held in the Loan 
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Proceeds Account pending such use and (y) the proceeds of the Subordinated Loan 

borrowed on the Closing Date shall be applied in the manner set forth in Section 6.07. 

(k) Accuracy of Information, Etc. No statement or information contained in 

this Agreement, any other Transaction Document or any other document, certificate or 

statement furnished by or on behalf of the Borrower to the Lenders or the Controlling 

Party, or any of them, for use in connection with the transactions contemplated by this 

Agreement or the other Transaction Documents, contained as of the date such statement, 

information, document or certificate was so furnished, any untrue statement of a material 

fact or omitted to state a material fact necessary to make the statements contained herein 

or therein not misleading. 

(l) Activities. The Borrower has not engaged in activities since its formation 

other than those incidental to its formation and other appropriate actions incidental to the 

Transaction Documents. 

Section 4.02. Representations and Warranties of the Lenders. Each Lender 

hereby represents and warrants to each other and to the Borrower that (x) such Lender 

has the power and authority, and the legal right, to make, deliver and perform this 

Agreement and has taken all necessary action to authorize the execution, delivery and 

performance of this Agreement and the extensions of credit to be made by it hereunder, 

(y) this Agreement has been duly executed and delivered on behalf of such Lender and (z) 

this Agreement constitutes a legal, valid and binding obligation of such Lender, 

enforceable against such Lender in accordance with its terms, except as enforceability 

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or 

similar laws affecting the enforcement of creditors’ rights generally and by general 

equitable principles (whether enforcement is sought by proceedings in equity or at law). 

ARTICLE 5 

CONDITIONS PRECEDENT

Section 5.01. Conditions to Closing Date. The agreement of each Lender to 

make the Loans hereunder shall not become effective until the date on which each of the 

following conditions has been satisfied: 

(a) Agreements; Security Documents. The Lenders and the Controlling Party 

shall have received (i) this Agreement, executed and delivered by each other party hereto 

and (ii) each of the other Loan Documents, the Put Option Agreement and the 

Administration Agreement, executed and delivered by each other party thereto. 

(b) Closing Certificate; Certified Certificate of Formation; Good Standing 

Certificates. The Lenders and the Controlling Party shall have received (i) a certificate of 

the Borrower, dated the Closing Date, substantially in the form of Exhibit D, with 

appropriate insertions and attachments, including incumbency, the certificate of 

formation certified by the Secretary of State of the State of Delaware and the LLC 
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Agreement, and (ii) a long form good standing certificate for the Borrower from the 

Secretary of State of the State of Delaware. 

(c) Promissory Notes. The Subordinated Lender shall have received 

Promissory Notes evidencing (i) the Subordinated Loans to be made by it hereunder and 

(ii) the Contingent Interest due to it hereunder. 

(d) Legal Opinions. Each Lender and the Controlling Party shall have received 

the following executed legal opinions: 

(i) the legal opinion of Davis Polk & Wardwell, special counsel to the 

Borrower as to certain matters of New York law; 

(ii) the legal opinion of Morris, Nichols, Arsht & Tunnell LLP, 

counsel to the Borrower, as to certain matters of Delaware law; and 

(iii) the legal opinion of Emmet, Marvin & Martin, LLP, counsel to 

The Bank of New York Mellon. 

Each such legal opinion shall cover such matters incident to the transactions 

contemplated by this Agreement as each Lender or the Controlling Party may reasonably 

require. 

(e) Filings, Registrations and Recordings. Each document (including any 

Uniform Commercial Code financing statement) required by the Security Documents or 

under law or reasonably requested by the Controlling Party to be filed, registered or 

recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured 

Parties, a perfected Lien on the Collateral described therein, prior and superior in right to 

any other Person, shall be in proper form for filing, registration or recordation. 

(f) Representations and Warranties. Each of the representations and 

warranties made by the Borrower in the Loan Documents shall be true and correct on and 

as of the Closing Date as if made on and as of the Closing Date. 

(g) No Default. No Default or Event of Default shall have occurred and be 

continuing on the Closing Date. 

Section 5.02. Conditions to Each Extension of Loans. The agreement of each 

Lender to make each Loan requested to be made by it is subject to the satisfaction, prior 

to or concurrently with the making of such Loan, of the following conditions precedent: 

(a) Borrowing Request. The applicable Lender shall have received a 

Borrowing Request. 

(b) Availability. (i) With respect to any request for a Senior Loan, the 

aggregate principal amount of such requested Senior Loan shall not exceed the Available 

Senior Loan Commitment and (ii) with respect to any request for a Subordinated Loan, 
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the aggregate principal amount of such requested Subordinated Loan shall not exceed the 

Available Subordinated Loan Commitment. For avoidance of doubt, the Borrower shall 

not be permitted to request the borrowing of a Senior Loan unless the Senior Loan 

Commitment Availability Date shall have occurred.

(c) Representations and Warranties. Each of the representations and 

warranties made by the Borrower in the Loan Documents shall be true and correct on and 

as of the date of the Borrowing Request as if made on and as of the date of such 

Borrowing Request (except to the extent any such representation and warranty by its 

terms is made only as of an earlier date, in which case such representation and warranty 

shall be true and correct as of such earlier date), except to the extent that the inaccuracy 

of the foregoing could not, in the aggregate, reasonably be expected to have a Material 

Adverse Effect. 

(d) No Default. No Actionable Default shall have occurred and be continuing 

on the date the Borrowing Request has been made or after giving effect to the borrowings 

to be made on the date the Borrowing Request has been made. No other Default known 

to the Borrower shall have occurred and be continuing except any such Default as to 

which the Borrower shall have notified the Lenders pursuant to Section 6.06(a). 

(e) Put Option Agreement. Subject to the exceptions below, the proceeds of 

such Loan will be used within one Business Day of the making of such Loan to purchase 

Purchased Assets. This condition is subject to the exceptions that (i) $15,750,000 of the 

proceeds of the Subordinated Loan to be made on the Closing Date shall be deposited in 

the Expense Reimbursement Account and the balance of such proceeds shall be deposited 

in the Loan Proceeds Account for subsequent application to finance the purchase of 

Purchased Assets; (ii) a portion of any Loan may be retained in the Loan Proceeds 

Account so long as after giving effect thereto and to any purchase of Purchased Assets 

within one Business Day of deposit of such amount in the Loan Proceeds Account, the 

aggregate balance of cash and cash investments in the Collateral Account (including the 

Loan Proceeds Account and the Cash Collateral Account but excluding the Expense 

Reimbursement Account) shall not exceed $100,000,000; and (iii) no Loan may exceed 

an amount equal to (x) the aggregate amount required to finance purchases of Purchased 

Assets within one Business Day of the date of such Loan plus (y) $100,000,000 minus (z) 

the aggregate amount of cash and cash investments held in the Collateral Account 

(including the Cash Collateral Account and the Loan Proceeds Account but excluding the 

Expense Reimbursement Account). Any purchase of Purchased Assets contemplated by 

the foregoing shall be made pursuant to and in accordance with the Put Option 

Agreement without waiver or modification of any of the conditions to purchase set forth 

therein. 

 Each Borrowing Request shall be deemed to constitute a representation and 

warranty by the Borrower on and as of the date thereof as to the matters specified in 

paragraphs (b), (c), (d) and (e) of this Section. 
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ARTICLE 6 

AFFIRMATIVE COVENANTS

The Borrower hereby agrees to: 

Section 6.01. Financial Statements. Furnish to each Lender and the Controlling 

Party: 

(a) as soon as available, but in any event within 120 days after the end of each 

fiscal year of the Borrower, a copy of the audited balance sheet of the Borrower as at the 

end of such year and the related audited statements of income and of cash flows for such 

year, reported on by an independent certified public accounting firm of nationally 

recognized standing; and 

(b) as soon as available, but in any event within 60 days after the end of each of 

the first three fiscal quarters of the Borrower, a copy of the unaudited balance sheet of the 

Borrower as at the end of such quarter and the related unaudited statements of income for 

such quarter, in each case excluding footnotes. 

Section 6.02. Other Information. Furnish to each Lender, the Controlling Party 

and the Investment Manager: 

(a) promptly upon receipt thereof, duplicates or copies of all reports, notices, 

requests, demands, certificates, financial statements and other instruments and similar 

writings furnished to or received by the Borrower (i) under each Transaction Document 

and (ii) relating to any TALF Loan or any of the Collateral; provided, that the 

Subordinated Lender shall not be entitled to receive information concerning the identity 

of any borrower of any TALF Loan pursuant to this Section 6.02(a) (and the Borrower 

shall not provide to the Subordinated Lender any such information provided to it pursuant 

to this Section 6.02(a)); and 

(b) promptly, such additional financial and other information as either Lender 

or the Controlling Party, as the case may be, may from time to time reasonably request 

(in the case of the Subordinated Lender, other than information concerning the identity of 

any borrower of any TALF Loan). 

Section 6.03. Payment of Obligations. Subject to the limitations set forth in the 

Waterfall, pay, discharge or otherwise satisfy at or before maturity or before they become 

delinquent, as the case may be, all its material obligations of whatever nature, except 

where the amount or validity thereof is currently being contested in good faith by 

appropriate proceedings and reserves in conformity with GAAP with respect thereto have 

been provided on the books of the Borrower. 

Section 6.04. Maintenance of Existence; Compliance. (a) (i) Preserve, renew and 

keep in full force and effect its organizational existence and (ii) take all reasonable action 

to maintain all rights, privileges and franchises necessary or desirable in the normal 
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conduct of its business; (b) comply with all material Requirements of Law and (c) 

punctually perform and observe all of its obligations and agreements contained in the 

Transaction Documents to which it is a party (it being understood that such performance 

or observance may be undertaken by the Administrator or the Collateral Agent on the 

Borrower’s behalf). The Borrower may contract with other Persons to assist it in 

performing its duties under the Transaction Documents and its other Contractual 

Obligations, and any performance of such duties by a Person identified to the Lenders 

and the Controlling Party shall be deemed to be action taken by the Borrower. Initially, 

the Borrower has contracted with the Administrator and the Collateral Agent to assist the 

Borrower in performing its duties under the Transaction Documents. 

Section 6.05. Inspection of Property; Books and Records; Discussions. (a) Keep 

proper books of records and account in which full, true and correct entries in conformity 

with GAAP and all Requirements of Law shall be made of all dealings and transactions 

in relation to its business and activities and (b) permit any officers, employees, agents, 

representatives or third-party contractor designated by the Controlling Party, any Lender 

or the Investment Manager to visit, audit and inspect the Borrower’s financial records, 

collateral and properties from time to time during normal business hours as requested and 

to make extracts from and copies of such financial records, and permit any Person 

designated by the Controlling Party or any Lender to discuss the affairs, finances and 

condition of the Borrower with the Managing Member, the Administrator and the 

Borrower’s independent certified public accountants; provided, that the Borrower shall 

not be required to disclose (or to permit the disclosure of) any information to the extent 

setting forth the unredacted identities of the borrowers of TALF Loans pursuant to this 

Section 6.05. 

Section 6.06. Notices. Promptly give notice to each Lender, the Controlling 

Party and the Investment Manager of: 

(a) the occurrence of any Default or Event of Default; 

(b) any (i) default or event of default under any material Contractual Obligation 

of the Borrower or (ii) material litigation, investigation or proceeding affecting the 

Borrower, including any litigation, investigation or proceeding (x) in which injunctive or 

similar relief is sought or (y) which relates to any Transaction Document; and 

(c) any development or event that has had or could reasonably be expected to 

have a Material Adverse Effect. 

Each notice pursuant to this Section 6.06 shall be accompanied by a statement of a 

Responsible Officer of the Administrator setting forth details of the occurrence referred 

to therein and stating what action the Borrower proposes to take with respect thereto. 

Section 6.07. Deposits in Collateral Account; Proceeds. 
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(a) Cause (i) $15,750,000 of the proceeds of the Subordinated Loan borrowed 

on the Closing Date to be deposited in the Expense Reimbursement Account and (ii) (x) 

$84,250,000 of the proceeds of the Subordinated Loan borrowed on the Closing Date and 

(y) all proceeds of other Loans that are not required to be applied on the date of 

borrowing to effect Purchases to be deposited in the Loan Proceeds Account. 

(b) Cause all amounts due and to become due to the Borrower under or in 

connection with the Collateral or otherwise constituting Proceeds to be paid directly to 

the Collateral Agent for deposit into the Collateral Account. 

Section 6.08. Third Party Contracts. Cause each party to any Transaction 

Document with the Borrower (other than ordinary course trading contracts or agreements) 

to covenant and agree in such contract that such party will not at any time prior to a year 

and a day after all of the Obligations have been paid in full (a) commence or institute 

against the Borrower or join with or facilitate any other Person in commencing or 

instituting against the Borrower, 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 or (b) participate in any 

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

Borrower’s debts. 

Section 6.09. Use of Proceeds of Loans. Use the proceeds of each Loan solely in 

accordance with Section 4.01(j). 

ARTICLE 7 

NEGATIVE COVENANTS

The Borrower hereby agrees not to, unless it shall have received the prior written 

consent of, or otherwise been directed to do so in writing by the Controlling Party and the 

Subordinated Lender: 

Section 7.01. Indebtedness. Create, issue, incur, assume, become liable in 

respect of or suffer to exist any Indebtedness, except (a) Indebtedness pursuant to any 

Transaction Document and (b) any liabilities contemplated by this Agreement or any 

other Transaction Document. 

Section 7.02. Liens. Create, incur, assume or suffer to exist any Lien upon any of 

its property, assets or revenues, whether now owned or hereafter acquired, or assign or 

otherwise convey or encumber any existing or future right to receive any income or 

payments, except for Liens created pursuant to the Security Documents and Permitted 

Liens. 

Section 7.03. Fundamental Changes. Enter into any merger, consolidation or 

amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or 
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dissolution), or Dispose of all or substantially all of its property or business; provided that 

the Borrower may be liquidated, wound up, dissolved or all or substantially all of its 

property or business Disposed of in accordance with an Approved Disposition Plan, so 

long as the proceeds of such Disposition, liquidation, wind-up or dissolution are 

distributed in accordance with the Waterfall. 

Section 7.04. Disposition of Property. Dispose of any of its property, whether 

now owned or hereafter acquired, except in accordance with an Approved Disposition 

Plan. 

Section 7.05. Restricted Payments. Declare or pay any dividend (whether in cash 

or in additional Capital Stock) on, or make any payment on account of, or set apart assets 

for a sinking or other analogous fund for, the purchase, redemption, defeasance, 

retirement or other acquisition of, any of its Capital Stock, whether now or hereafter 

outstanding, or make any other distribution in respect thereof, either directly or indirectly, 

whether in cash or property or in obligations of the Borrower except in accordance with 

the Waterfall. 

Section 7.06. Investments. Make any Investment, except pursuant to the Put 

Option Agreement or the Security Agreement. 

Section 7.07. Limitations on Payments and Expenditures. Make any payment to 

any Person (including pursuant to any Transaction Document) or make any expenditure 

(by long term or operating lease or otherwise) for any assets, in each case except (a) in 

accordance with the Waterfall, (b) out of the Expense Reimbursement Account, the Cash 

Collateral Account or the Loan Proceeds Account, in each case in accordance with 

Section 5 of the Security Agreement and (c) any Investments permitted under this 

Agreement. 

Section 7.08. Amendments to Transaction Documents. Amend or modify any of 

the Transaction Documents to which it is a party or any other agreement or instrument 

pursuant to which any of the Collateral has been created unless directed to do so in 

writing by the Controlling Party; provided that unless any such amendment or 

modification is required by any Requirement of Law, without the prior written consent of 

the Subordinated Lender (which consent shall not be unreasonably withheld or delayed), 

none of the Transaction Documents shall be amended or modified in a manner that would 

have a material adverse effect on the Subordinated Lender (or, if the Subordinated Lender 

is the Controlling Party, on the Senior Lender). 

Section 7.09. Limitations on Activities. Engage in any activity of any kind or 

enter into a transaction, indenture, mortgage, instrument, agreement, contract, lease or 

other undertaking which is not directly or indirectly related to the transactions 

contemplated by this Agreement and the other Transaction Documents. 
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Section 7.10. ERISA. Establish, maintain, sponsor or contribute to or assume any 

liability under, or become obligated to establish, maintain, sponsor or contribute to or 

assume any liability under, any Plans. 

Section 7.11. Accounts. Open or maintain any deposit or securities account 

unless such deposit or securities account is included within the Collateral Account. 

Section 7.12. Formation of Subsidiaries. Form any new Subsidiary or invest in 

or acquire any new Subsidiary. 

ARTICLE 8 

EVENTS OF DEFAULT

Section 8.01. Events of Default. The following events are “Events of Default” 

for purposes of this Agreement: 

(a) the Borrower shall fail to pay any principal of, or interest on, any Loan or 

other amount due hereunder or under any other Loan Document when the same shall 

become due, in each case in accordance with the Waterfall; or 

(b) any representation or warranty made or deemed made by the Borrower 

herein or in any other Loan Document or that is contained in any certificate, document or 

financial or other statement furnished by it at any time under or in connection with this 

Agreement or any other Loan Document shall prove to have been inaccurate on or as of 

the date made or deemed made, except to the extent that the inaccuracy of the foregoing 

could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; or 

(c) the Borrower shall default in the observance or performance of any other 

covenant, agreement or undertaking contained in this Agreement or any other Transaction 

Document; except, with respect to any default under a Transaction Document other than a 

Loan Document or the Put Option Agreement, to the extent that such default could not 

reasonably be expected to have a Material Adverse Effect; or 

(d) (i) the Borrower shall commence any case, proceeding or other action (A) 

under any existing or future law of any jurisdiction, domestic or foreign, relating to 

bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for 

relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or 

seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, 

composition or other relief with respect to it or its debts, or (B) seeking appointment of a 

receiver, trustee, custodian, conservator or other similar official for it or for all or any 

substantial part of its assets; or (ii) there shall be commenced against the Borrower any 

case, proceeding or other action of a nature referred to in clause (i) above that (A) results 

in the entry of an order for relief or any such adjudication or appointment or (B) remains 

undismissed or undischarged for a period of 90 days; or (iii) there shall be commenced 

against the Borrower any case, proceeding or other action seeking issuance of a warrant 
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of attachment, execution, distraint or similar process against all or any substantial part of 

its assets that results in the entry of an order for any such relief that shall not have been 

vacated, discharged, or stayed or bonded pending appeal within 90 days from the entry 

thereof; or (iv) the Borrower shall take any action in furtherance of, or indicating its 

consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or 

(iii) above; or (v) the Borrower shall generally not, or shall be unable to, or shall admit in 

writing its inability to, pay its debts as they become due; or (vi) the Borrower shall make 

a general assignment for the benefit of its creditors; or 

(e) any of the Security Documents shall cease, for any reason, to be in full 

force and effect, or the Borrower shall so assert, or any Lien created by any of the 

Security Documents shall cease to be enforceable and of the same effect and priority 

purported to be created thereby, 

Section 8.02. Actionable Defaults. (a) An “Actionable Default” is (i) any Event 

of Default under Section 8.01(d) and (ii) any other Event of Default as to which either 

Lender shall have given notice to the Borrower and to the other Lender that such Event of 

Default is an Actionable Default for purposes of this Agreement; provided that in the 

event such notice is given by the Subordinated Lender, such notice shall be effective only 

upon expiration of (x) in the case of an Event of Default under Section 8.01(a), 10 days, 

(y) in the case of an Event of Default under Section 8.01(b) or 8.01(c) that arises from a 

breach of or the Borrower’s failure to comply with Section 4.01(k), 6.02, 6.05(b), 6.06, 

6.07, 7.02, 7.04 or 7.08, 20 days and (z) in the case of any other Event of Default, 30 

days (or, in the case of this clause (z), if the Borrower is diligently pursuing a cure of 

such Event of Default which is capable of cure, such longer period as may be required to 

effect such cure but not more than 90 days), in each case if such Event of Default is 

continuing at the end of such period. 

(b) Upon the occurrence of an Event of Default under Section 8.01(d), the 

Commitments shall automatically terminate and the Loans (with accrued interest thereon) 

and all other amounts owing under this Agreement and the other Loan Documents shall 

automatically become and be due and payable. Upon the occurrence of any other 

Actionable Default, either Lender may, by notice to the Borrower and the other Lender, 

declare the Loans made by it (with accrued interest thereon) and all other amounts owing 

to it under this Agreement and the other Loan Documents to be due and payable 

forthwith, whereupon the same shall immediately become due and payable. Except as 

expressly provided above in this Section, presentment, demand, protest and all other 

notices of any kind are hereby expressly waived by the Borrower. 

ARTICLE 9 

MISCELLANEOUS

Section 9.01. Amendments and Waivers. Neither this Agreement nor any other 

Transaction Document, nor any provision hereof or thereof, may be waived, amended, 

modified or supplemented except pursuant to an agreement or agreements in writing 
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entered into by the Borrower and the Lenders, other than such provisions hereof or 

thereof which by its express terms may be waived, amended or modified by the 

Controlling Party without consent of the Subordinated Lender; provided, that upon not 

less than five Business Days advance notice to the Subordinated Lender, any Transaction 

Documents that is not a Loan Document or the Put Option Agreement may be waived, 

amended, modified or supplemented without the consent of the Subordinated Lender, 

unless such waiver, amendment, modification or supplement could have a material 

adverse effect on the Subordinated Lender. 

Section 9.02. Notices. All notices, requests, consents and demands to or upon the 

respective parties hereto to be effective shall be in writing (including by telecopy or other 

electronic mail transmission) and, unless otherwise expressly provided herein, must be 

delivered by messenger, overnight courier service, telecopy or electronic mail, and shall 

be deemed to have been duly given or made when delivered, or notice by electronic mail 

transmission, or, in the case of telecopy notice, when received, addressed as follows or to 

such other recipient or address as may be hereafter notified by the respective parties 

hereto: 

Borrower: 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 10045-0001 

 

and: 

Federal Reserve Bank of New York 

33 Liberty Street 

New York, NY 10045-0001 
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Controlling Party 

(until the 

Subordinated 

Lender becomes 

the Controlling 

Party pursuant to 

the terms hereof): Federal Reserve Bank of New York 

33 Liberty Street 

New York, NY 10045-0001 

with a copy to: 

Federal Reserve Bank of New York 

33 Liberty Street 

New York, NY 10045-0001 

Senior Lender: Federal Reserve Bank of New York 

33 Liberty Street 

New York, NY 10045-0001 

 

with a copy to: 

Federal Reserve Bank of New York 

33 Liberty Street 

New York, NY 10045-0001 

 
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Subordinated 

Lender: United States Department of the Treasury 

1500 Pennsylvania Avenue, NW 

Washington, DC 20220 

Attention: Chief Counsel, Office of Financial Stability 

Telecopy: (202) 927-9225 

Email: ofschiefcounselnotices@do.treas.gov 

 

Each other Lender: Such address and other information as shall have been 

provided by such Lender to each other Lender, the Controlling 

Party and the Borrower at the time of any assignment of Loans 

to such Lender. 

 

provided that any notice, request or demand to or upon the Lenders and the Controlling 

Party shall not be effective until received. 

Notices and other communications to the Lenders, the Controlling Party and the 

Borrower hereunder may be delivered or furnished by electronic communications. 

Section 9.03. No Waiver; Cumulative Remedies. No failure to exercise and no 

delay in exercising, on the part of either Lender, any right, remedy, power or privilege 

hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall 

any single or partial exercise of any right, remedy, power or privilege hereunder preclude 

any other or further exercise thereof or the exercise of any other right, remedy, power or 

privilege. The rights, remedies, powers and privileges herein provided are cumulative 

and not exclusive of any rights, remedies, powers and privileges provided by law. 

Section 9.04. Survival of Representations and Warranties. All representations 

and warranties made hereunder, in the other Loan Documents and in any document, 

certificate or statement delivered pursuant hereto or in connection herewith shall survive 

the execution and delivery of this Agreement and the making of the Loans hereunder. 

Section 9.05. Payment of Expenses and Taxes. The Borrower agrees (a) to pay or 

reimburse, in accordance with the Waterfall, each of the Lenders and the Controlling 

Party for all of its reasonable out- of- pocket costs and expenses incurred in connection 

with the development, preparation and execution of, and any amendment, supplement or 

modification to, this Agreement and the other Transaction Documents and any other 

documents prepared in connection herewith or therewith (other than those agreements 

documenting the non-recourse term loan facility to be made available by Federal Reserve 

Bank of New York in connection with its Term Asset-Backed Securities Loan Facility), 

and the consummation and administration of the transactions contemplated hereby and 

thereby, including the reasonable fees and disbursements of counsel to each of the 

Lenders and the Controlling Party and filing and recording fees and expenses; provided, 

that the aggregate amount to be reimbursed by the Borrower pursuant to this clause (a) in 

respect of out- of- pocket costs and expenses incurred in connection with (1) the 

formation of the Borrower, (2) the development, preparation and execution of the 
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Transaction Documents and any document prepared in connection therewith in the form 

executed on the Closing Date, (3) the consummation of the transactions contemplated 

hereby on the Closing Date and (4) recording fees, filing fees and taxes of the type set 

forth in clause (c) paid in connection with the Transaction Documents executed on the 

Closing Date shall not exceed $750,000, (b) to pay or reimburse, in accordance with the 

Waterfall, each of the Lenders and the Controlling Party for all their respective 

reasonable costs and expenses incurred in connection with the enforcement or 

preservation of any rights under this Agreement, the other Transaction Documents and 

any such other documents, including the reasonable fees and disbursements of counsel to 

each of the Lenders and the Controlling Party, (c) to pay, indemnify, and hold each of the 

Lenders and the Controlling Party and their respective Related Parties harmless from, any 

and all recording and filing fees and any and all liabilities with respect to, or resulting 

from any delay in paying, stamp, excise and other taxes (other than those of the nature of 

an income tax), if any, that may be payable or determined to be payable in connection 

with the execution and delivery of, or consummation or administration of any of the 

transactions contemplated by, or any amendment, supplement and modification of, or any 

waiver or consent under or in respect of, this Agreement, the other Transaction 

Documents and any such other documents and (d) to pay, indemnify, and hold each of the 

Lenders and the Controlling Party and their respective Related Parties (each, an 

“Indemnitee”) harmless and defend them from and against any and all other liabilities, 

obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses 

(including, subject to the second succeeding proviso, the reasonable fees and 

disbursements of legal counsel) or disbursements of any kind or nature whatsoever with 

respect to the execution, delivery, enforcement, performance and administration of this 

Agreement, the other Transaction Documents and any such other documents, including 

any of the foregoing relating to the use of proceeds of the Loans (all the foregoing in this 

clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall 

have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to 

the extent such Indemnified Liabilities are found by a final and nonappealable decision of 

a court of competent jurisdiction to have resulted from the gross negligence, bad faith or 

willful misconduct of such Indemnitee; provided, further, that the Borrower shall not be 

obligated to pay, indemnify or hold harmless any Indemnitee if (i) such Indemnitee does 

not provide reasonably prompt notice to the Borrower (with a copy to the Controlling 

Party) of any claim for which indemnification is sought; provided that the failure to 

provide notice shall only limit the indemnification provided hereby to the extent of any 

incremental expense or actual prejudice as a result of such failure or (ii) makes any 

admissions of liability or incurs any significant expenses after receiving actual written 

notice of the claim, or agree to any settlement without the written consent of the 

Borrower, which consent shall not be unreasonably withheld. The Indemnitee may, in its 

sole discretion, and at its expense, control the defense of the claim including, without 

limitation, designating counsel for such Indemnitee (which counsel shall be reasonably 

satisfactory to the Borrower) controlling all negotiations, litigation, arbitration, 

settlements, compromises and appeals of any claim; provided that (i) the Indemnitee may 

not agree to any settlement involving any Indemnitee without the prior written consent of 

the Borrower and (ii) the Borrower shall engage and pay the reasonable expenses of 
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separate counsel for the Indemnitee to the extent that the interests of the Indemnitee are 

in conflict with those of the Borrower. The Borrower shall be responsible to pay the 

reasonable fees of such separate legal counsel if such a conflict exists. All amounts due 

under this Section 9.05 shall be payable in accordance with the Waterfall. In order to be 

paid such amounts on any particular Payment Date in respect of any losses, claims, 

damages, liabilities or related expenses, in each case incurred no later than two Business 

Days prior to the Payment Determination Date immediately preceding such Payment 

Date, the request for payment under this Section 9.05 must be received by the Borrower, 

the Collateral Agent and the Administrator no later than such Payment Determination 

Date. The agreements in this Section 9.05 shall survive repayment of the Loans and all 

other amounts payable hereunder. 

Section 9.06. Successors and Assigns; Participations and Assignments. The 

provisions of this Agreement shall be binding upon and inure to the benefit of the parties 

hereto and their respective successors and assigns permitted hereby, except that (1) the 

Borrower may not assign or otherwise transfer (including through participation) any of its 

rights or obligations hereunder without the prior written consent of each Lender and the 

Controlling Party (and any attempted assignment or transfer by the Borrower without 

such consent shall be null and void), (2) the Subordinated Lender may not assign or 

otherwise transfer (including through participation) any of its rights or obligations 

hereunder without the prior written consent of Federal Reserve Bank of New York (and 

any attempted assignment or transfer by the Subordinated Lender without such consent 

shall be null and void), (3) the Senior Lender may not assign or otherwise transfer 

(including through participation) any of its obligations or rights hereunder without the 

prior written consent of the Subordinated Lender (and any attempted assignment or 

transfer by the Senior Lender without such consent shall be null and void), (4) the 

Controlling Party may not assign or otherwise transfer (including through participation) 

any of its rights or obligations hereunder without the prior written consent of the 

Subordinated Lender (and any attempted assignment or transfer by the Controlling Party 

without such consent shall be null and void) and (v) Federal Reserve Bank of New York 

may not assign or otherwise transfer (including through participation) any of its rights or 

obligations as Managing Member or its Membership Interest in Borrower without the 

prior written consent of the Subordinated Lender (and any attempted assignment or 

transfer by Federal Reserve Bank of New York without such consent shall be null and 

void). All assignments permitted hereunder shall be effected pursuant to documentation 

reasonably satisfactory to the Controlling Party. From and after the date of effectiveness 

of any assignment of the rights and obligations of a Lender hereunder, the assignee 

thereunder shall be a party hereto and have the rights and obligations of the assigning 

Lender under this Agreement (to the extent of the interest so assigned) and the other Loan 

Documents, and the assigning Lender thereunder shall be released from its obligations 

under this Agreement (to the extent of the interest so assigned) and, to the extent the 

entire amount of its Loans have been assigned or transferred, such Lender shall cease to 

be a party hereto but shall continue to be entitled to the benefits of Section 9.05. 

Notwithstanding the foregoing, at no time shall there be more than 75 Lenders. Any 
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assignment or transfer by a Lender or the Controlling Party of rights or obligations under 

this Agreement that does not comply with this Section 9.06 shall be null and void. 

Section 9.07. Subordination. (a) All Obligations owing to the Subordinated 

Lender hereunder and under the other Loan Documents (including in respect of principal 

and interest (including Contingent Interest) on the Subordinated Loans) (subject to 

subsection (p) below, collectively, the “Junior Debt”) are subordinate and junior in right 

of payment to all the Obligations owing to the Senior Lender hereunder and under the 

other Loan Documents (including in respect of principal and interest on the Senior Loans, 

but excluding the Contingent Interest) (subject to subsection (p) below, collectively, the 

“Senior Debt”) to the extent and in the manner provided herein and in the Security 

Agreement. 

(b) The Borrower shall not, directly, or indirectly, make or agree to make any 

payment (in cash or property, by set-off or otherwise), direct or indirect, except in 

accordance with the Waterfall. 

(c) Upon (i) any acceleration of the principal amount due on any Junior Debt or 

(ii) any payment or distribution of assets of the Borrower of any kind or character, 

whether in cash, property or securities, to creditors upon any dissolution or winding up or 

total or partial liquidation or reorganization of the Borrower, whether voluntary or 

involuntary or in bankruptcy, insolvency, receivership or other statutory or common law 

proceedings or arrangements, then and in any such event all principal and interest and all 

other amounts due or to become due upon the Senior Debt shall first be paid in full in 

cash before the Subordinated Lender shall be entitled to retain any assets so paid or 

distributed in respect of the Junior Debt (for principal, interest or otherwise); and, upon 

any such dissolution or winding up or liquidation or reorganization, any payment or 

distribution of assets of the Borrower of any kind or character, whether in cash, property 

or securities, to which the Subordinated Lender would be entitled, except as otherwise 

provided herein, shall be paid by the Borrower or by any receiver, trustee in bankruptcy, 

liquidating trustee, agent or other Person making such payment or distribution, or by the 

Subordinated Lender if received by them, to the Collateral Agent for distribution to the 

Senior Lender, to the extent necessary to pay all Senior Debt in full in cash, after giving 

effect to any concurrent payment or distribution to or for the Senior Lender, before any 

payment or distribution is made to the Subordinated Lender. 

(d) Until the Senior Debt shall have been paid in full in cash, the Subordinated 

Lender irrevocably authorizes and empowers (without imposing any obligation on) the 

Senior Lender and its representatives, under the circumstances set forth in paragraph (c) 

above, to demand, sue for, collect and receive every such payment or distribution 

described therein and give acquittance therefor and to file claims and proofs of claims in 

any statutory or nonstatutory proceeding. The Subordinated Lender shall execute and 

deliver to the Senior Lender and its representatives all such further instruments 

confirming the foregoing authorization, and all such powers of attorney, proofs of claim, 

assignments of claim and other instruments, and shall take all such other action as may be 
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requested by the Senior Lender or its representatives in order to enable the Senior Lender 

to enforce all claims upon or in respect of the Junior Debt. 

(e) Until the Senior Debt shall have been paid in full in cash, should any 

payment or distribution be collected or received by the Subordinated Lender, the 

Subordinated Lender shall forthwith turn over the same to the Collateral Agent in the 

form received (except for the endorsement or the assignment of the Subordinated Lender 

when necessary) and, until so turned over, the same shall be held in trust by the 

Subordinated Lender as the property of the Senior Lender. 

(f) The Subordinated Lender shall not, without the prior written consent of the 

Controlling Party, institute any proceedings to enforce, the Junior Debt until the Senior 

Debt is paid in full in cash. For the avoidance of doubt, no payments may be made by the 

Borrower in respect of the Junior Debt except as permitted by the Waterfall. 

(g) Until the Senior Debt shall have been paid in full in cash, the Subordinated 

Lender agrees that it will not, without the prior written consent of the Controlling Party, 

commence or join with or facilitate any other Person in commencing any proceeding 

against the Borrower or any other Person under any bankruptcy, reorganization, 

readjustment of debt, dissolution, receivership, liquidation or insolvency law or statute 

now or hereafter in effect in any jurisdiction, nor shall the Subordinated Lender, without 

the prior written consent of the Controlling Party participate in any assignment for the 

benefit of creditors, compositions, or arrangements with respect to the Borrower’s debts. 

(h) Subject to the payment in full in cash of all Senior Debt, the Subordinated 

Lender shall be subrogated to the rights of the Senior Lender to receive payments or 

distributions of assets of the Borrower made on the Senior Debt until the Junior Debt 

shall be paid in full in cash. 

(i) The above provisions are not intended to impair as between the Borrower, 

its creditors other than the Senior Lender, and the Subordinated Lender, the obligation of 

the Borrower, which is absolute and unconditional, to pay to the Subordinated Lender the 

Subordinated Loans, as and when the same shall become due and payable in accordance 

with its terms, principal and interest thereon, subject to the rights of the Senior Lender as 

provided in the above provisions, or to affect the relative rights of the Subordinated 

Lender and other creditors of the Borrower, other than the Senior Lender. 

(j) Application of the foregoing provisions to the Junior Debt, the 

subordination effected thereby and the rights of the Senior Lender shall not be affected by 

(i) any permitted amendment of or addition or supplement to this Agreement or any other 

Loan Document or any Senior Debt or any instrument or agreement relating thereto or 

providing collateral security for any Senior Debt, (ii) any exercise or non-exercise of any 

right, power or remedy under or in respect of this Agreement or any other Loan 

Document or any Senior Debt or any instrument or agreement relating thereto, or any 

release of any collateral securing any Senior Debt, or (iii) any permitted waiver, consent, 

release, indulgence, extension, renewal, modification, delay or any other action, inaction 
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or omission in respect of this Agreement or any Security Document or any Senior Debt or 

any instrument or agreement relating thereto or providing collateral security for any 

Senior Debt; in each case whether or not the Subordinated Lender shall have had notice 

or knowledge of any of the foregoing. 

(k) Upon any payment or distribution of assets of the Borrower, the 

Subordinated Lender shall be entitled to rely upon any order or decree entered by any 

court of competent jurisdiction in which an insolvency, bankruptcy, receivership, 

liquidation, reorganization, dissolution, winding up or similar case or proceeding is 

pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, 

custodian, assignee for the benefit of creditors, agent or other Person making such 

payment or distribution, delivered to the Subordinated Lender, for the purpose of 

ascertaining the Persons entitled to participate in such payment or distribution, the Senior 

Lender and other Indebtedness of the Borrower, the amount thereof or payable thereon, 

the amount or amounts paid or distributed thereon and all other facts pertinent thereto. 

(l) The Subordinated Lender hereby waives notice of or proof of reliance by 

the Senior Lender upon the provisions hereof, and the Senior Debt shall conclusively be 

deemed to have been created, contracted, incurred or maintained in reliance upon the 

provisions hereof. 

(m) The Borrower hereby waives diligence, presentment, demand, protest and 

notice of any kind whatsoever. The non-exercise by the Controlling Party or the 

Collateral Agent of any of its rights hereunder or under any Security Document in any 

particular instance shall not constitute a waiver thereof in that or any subsequent instance. 

(n) The subordination provisions contained herein are for the benefit of the 

Senior Lender and its successors and assigns and may not be rescinded or cancelled or 

modified in any way without the prior written consent of the Controlling Party. 

(o) Notwithstanding any other provision of this Section 9.07, nothing in this 

Section 9.07 shall in any manner be deemed or interpreted so as to restrict any payment 

to the Subordinated Lender otherwise authorized by the Waterfall. 

(p) Consistent with the Waterfall, interest on the Senior Debt is senior only to 

interest on the Junior Debt and not to principal of the Junior Debt. 

Section 9.08. Counterparts. This Agreement may be executed by one or more of 

the parties to this Agreement on any number of separate counterparts, and all of said 

counterparts taken together shall be deemed to constitute one and the same instrument. 

Delivery of an executed signature page of this Agreement by email or facsimile 

transmission shall be effective as delivery of a manually executed counterpart hereof. A 

set of the copies of this Agreement signed by all the parties shall be lodged with the 

Borrower, each Lender and the Controlling Party. 
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Section 9.09. Severability. Any provision of this Agreement that is prohibited or 

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent 

of such prohibition or unenforceability without invalidating the remaining provisions 

hereof, and any such prohibition or unenforceability in any jurisdiction shall not 

invalidate or render unenforceable such provision in any other jurisdiction. 

Section 9.10. Integration. This Agreement and the other Transaction Documents 

represent the entire agreement of the Borrower, the Lenders and the Controlling Party 

with respect to the subject matter hereof and thereof, and there are no promises, 

undertakings, representations or warranties by either Lender or the Controlling Party 

relative to the subject matter hereof not expressly set forth or referred to herein or in the 

other Transaction Documents. 

Section 9.11. GOVERNING LAW. THIS AGREEMENT WILL 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 9.12. Submission to Jurisdiction; Waivers. The Borrower hereby 

irrevocably and unconditionally: 

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

to this Agreement and the other Loan Documents to which it is a party, or for recognition 

and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of (i) 

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

City, and appellate courts thereof, or (ii) the courts of the United States for the Southern 

District of New York, and appellate courts thereof; 

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

courts and waives any objection that it may now or hereafter have to the venue of any 

such action or 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) 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, to the Borrower at its address set forth in Section 

9.02 or at such other address of which the Lenders or the Controlling Party shall have 

been notified pursuant thereto; 

(d) agrees that nothing herein shall affect the right to effect service of process 

in any other manner permitted by law; 
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(e) 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 

(f) 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 9.13. Acknowledgements. The Borrower hereby acknowledges that: 

(a) none of the Lenders nor the Controlling Party has any fiduciary relationship 

with or duty to the Borrower arising out of or in connection with this Agreement or any 

of the Transaction Documents, and the relationship between the Lenders and the 

Controlling Party, on one hand, and the Borrower, on the other hand, in connection 

herewith or therewith is solely that of debtor and creditor; and 

(b) no joint venture is created hereby or by the other Transaction Documents or 

otherwise exists by virtue of the transactions contemplated hereby among the Lenders 

and the Controlling Party or among the Borrower and the Lenders and the Controlling 

Party. 

Section 9.14. Confidentiality. The Lenders agree to keep confidential all nonpublic information provided to them by the Borrower (or the Administrator on behalf of 

the Borrower), the Collateral Agent, the Investment Manager, the Controlling Party or 

any other Person pursuant to or in connection with this Agreement, the other Transaction 

Documents or the MLSA; provided that nothing herein shall prevent the Lenders from 

disclosing any such information: (a) to its employees, directors, agents, attorneys, 

accountants and other professional advisors or those of any of its affiliates who have a 

need to know such information (collectively, its “Representatives”), (b) in response to 

any order, subpoena or other form of legal process issued by any court, administrative, 

legislative, regulatory or governmental body, or by the Special Inspector General of the 

Troubled Asset Relief Program to the extent such order, subpoena or other legal process 

is authorized by EESA or by other applicable law, or by any other person purporting to 

have authority to subpoena or otherwise request such information, or as otherwise 

required by law, (c) that has already been publicly disclosed other than by the Lenders or 

any of their Representatives in violation of this Section 9.14 or if agreed to by the 

Controlling Party in its sole discretion, (d) that the United States Department of the 

Treasury determines is required to be disclosed under EESA, or (e) if necessary to 

enforce their rights and remedies under this Agreement; provided further that pursuant to 

clauses (b) and (d) above, prior to any disclosure of such information, the Lenders shall 

notify the Borrower and the Controlling Party, unless legally prohibited from doing so, of 

any proposed disclosure as far in advance of such disclosure as practicable so that 

Borrower and/or the Controlling Party may seek a protective order or other appropriate 

remedy, and, upon the Borrower’s or the Controlling Party’s written request, the Lenders 

shall take all reasonable actions (in the case of information to be disclosed by the 

Subordinated Lender pursuant to clause (b) or (d) above, at the Controlling Party’s 
36 

(NY) 07865/007/LLC/SPV.Credit.Agreement.doc

expense) to ensure that any information disclosed shall be accorded confidential 

treatment. The Lenders further agree that they shall be responsible for compliance by 

each of their Representatives and that their Representatives will be bound by the terms of 

this Section 9.14. 

Section 9.15. WAIVERS OF JURY TRIAL. THE BORROWER, THE 

LENDERS AND THE CONTROLLING PARTY IRREVOCABLY AND 

UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR 

PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER 

SECURITY DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

Section 9.16. Limited Recourse. Notwithstanding anything to the contrary 

contained in this Agreement and the other Transaction Documents, the obligations of the 

Borrower under this Agreement and all other Transaction Documents are solely the 

obligations of the Borrower and shall be payable solely to the extent of funds received by 

and available to the Borrower in accordance with the Security Agreement. No recourse 

shall be had for the payment of any amount owing in respect of any obligation of, or 

claim against, the Borrower arising out of or based upon this Agreement or any other 

Transaction Document against any holder of a membership interest, employee, officer or 

Affiliate thereof and, except as specifically provided herein and in the other Transaction 

Documents, no recourse shall be had for the payment of any amount owing in respect of 

any obligation of, or claim against, the Borrower arising out of or based upon this 

Agreement against the Administrator, the Investment Manager or any holder of the 

membership interests of the Borrower or any Related Party of any thereof; provided that 

the foregoing shall not relieve any such person or entity from any liability they might 

otherwise have as a result of willful misconduct, gross negligence or fraudulent actions 

taken or omissions by them or, in the case of the Administrator or the Investment 

Manager or any Related Party thereof, the foregoing or its negligence in the performance 

of its duties under the Administration Agreement or the Investment Manager Agreement, 

as the case may be. The provisions of this Section 9.16 shall survive the termination or 

expiration of this Agreement and the Obligations. 

Section 9.17. Certain Tax Matters. It is the intention of the parties that for U.S. 

federal income tax purposes the Borrower shall be treated as the owner of the Collateral. 

The terms of this Agreement and the other Transaction Documents shall be interpreted 

consistently with this intention and neither the Borrower nor any holder of either a Senior 

Loan or a Subordinated Loan shall take a contrary position for any tax purpose, except as 

required by law. No election under Treasury Regulation Section 301.7701-3 shall be 

made that the Borrower be classified as a corporation. 

Section 9.18. Additional Inspection Rights. At all times while any Subordinated 

Loans are outstanding, each of the Borrower and the Managing Member (solely in its 

capacity as such) shall permit (i) the Subordinated Lender and its agents, consultants, 

contractors and advisors, (ii) the Special Inspector General of the Troubled Asset Relief 

Program, and (iii) the Comptroller General of the United States access to personnel and 

any books, papers, records or other data (other than any of the foregoing to the extent 
37 

(NY) 07865/007/LLC/SPV.Credit.Agreement.doc

containing unredacted information regarding the identities of the borrowers of TALF 

Loans) delivered to it pursuant to the Transaction Documents or otherwise in its 

possession, custody or control (in the case of the Managing Member, solely in its 

capacity as such), in each case to the extent relevant to ascertaining compliance with the 

terms and conditions set forth in the Loan Documents, during normal business hours and 

upon reasonable notice to the Borrower or the Managing Member, as the case may be; 

provided that prior to disclosing any information pursuant to clause (i), (ii) or (iii), the 

Subordinated Lender, the Special Inspector General of the Troubled Asset Relief 

Program and the Comptroller General of the United States shall have agreed, with respect 

to documents obtained under this agreement in furtherance of their respective functions, 

to follow applicable law and regulation (and the applicable customary policies and 

procedures, including those for inspectors general) regarding the dissemination of 

confidential materials, including redacting confidential information from the public 

version of its reports, as appropriate, and soliciting input from the Borrower as to 

information that should be afforded confidentiality. The Subordinated Lender represents 

that it has been informed by the Special Inspector General of the Troubled Asset Relief 

Program and the Comptroller General of the United States that they, before making any 

request for access or information pursuant to their oversight and audit functions, will 

establish a protocol to avoid, to the extent reasonably possible, duplicative requests. 

Nothing in this Section 9.18 shall be construed to limit the authority that the Special 

Inspector General of the Troubled Asset Relief Program or the Comptroller General of 

the United States have under law. 

Section 9.19. Authority for Subordinated Loan Commitment. The Borrower, the 

Senior Lender and the Subordinated Lender acknowledge and agree that the Subordinated 

Loan Commitment is hereby made by the Subordinated Lender pursuant to the authority 

granted to it by and under EESA. 




Exhibit A – Page 1 

(NY) 07865/007/LLC/SPV.Credit.Agreement.doc

Exhibit A—Form of Administration Agreement 
Exhibit B – Page 1 

(NY) 07865/007/LLC/SPV.Credit.Agreement.doc

Exhibit B—Form of Borrowing Request 

Dated as of [ ] 

Pursuant to Section 2.02 of the Credit Agreement dated as of March 3, 

2009 (as amended, modified or supplemented from time to time, the “Credit 

Agreement”; the terms defined therein being used herein as therein defined) among 

TALF LLC, as Borrower, Federal Reserve Bank of New York, as Controlling Party, 

Federal Reserve Bank of New York, as Senior Lender, and United States Department of 

the Treasury, as Subordinated Lender, the undersigned [Full Name], [Title], of the 

Managing Member of TALF LLC, hereby requests a drawdown under the [Senior Loan 

Commitment] [Subordinated Loan Commitment] on behalf of the Borrower as follows: 

1. The proposed Loan is a [Senior Loan] [Subordinated Loan]. 

2. The proposed [Senior Loan] [Subordinated Loan] date is 

________________________ (or if that day is not a Business Day, the 

next Business Day). 

3. The aggregate principal amount requested is $____________ 

4. Each condition specified in Section 5.02 of the Credit Agreement is 

satisfied on the date of this Borrowing Request. 

Disbursement Instructions: [ ] 

 [signature page follows] 
Exhibit B - Page 2 

(NY) 07865/007/LLC/SPV.Credit.Agreement.doc

IN WITNESS WHEREOF, the undersigned has caused this Borrowing 

Request to be executed in its name and behalf by its duly authorized representative as of 

the date first above-written. 

 TALF LLC, as Borrower 

By: FEDERAL RESERVE BANK OF NEW YORK, as 

its Managing Member 

By: 

Name: 

Title: 
Exhibit C – Page 1 

(NY) 07865/007/LLC/SPV.Credit.Agreement.doc

Exhibit C—Form of Security Agreement 
Exhibit D – Page 1 

(NY) 07865/007/LLC/SPV.Credit.Agreement.doc

Exhibit D—Form of Closing Certificate 

CLOSING CERTIFICATE 

Dated as of March 3, 2009 

Pursuant to Section 5.01(b) of the Credit Agreement dated as of 

March 3, 2009 (as amended, modified or supplemented from time to time, the 

“Credit Agreement”; the terms defined therein being used herein as therein 

defined) among TALF LLC, as Borrower, Federal Reserve Bank of New York, as 

Controlling Party, Federal Reserve Bank of New York, as Senior Lender, and 

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

undersigned , of the Managing Member of 

TALF LLC, hereby certifies on behalf of the Borrower as follows: 

1. Attached hereto as Annex 1 is a true and complete copy of a Certificate of 

Good Standing from the Borrower’s jurisdiction of organization dated as 

of a recent date prior to the date hereof. 

2. Attached hereto as Annex 2 is a true and complete copy of the Limited 

Liability Company Agreement (the “LLC Operating Agreement”) of the 

Borrower executed February 25, 2009 and effective as of February 4, 2009, 

and such LLC Operating Agreement has not been amended, repealed, 

modified or restated since February 25, 2009. 

3. Attached hereto as Annex 3 is a true and complete certified copy of the 

Certificate of Formation of the Borrower as in effect on the date hereof, 

and such Certificate of Formation has not been amended, repealed, 

modified or restated. 

4. Each of the individuals set forth below (a) is a duly appointed and acting 

officer of the Managing Member, holding the offices set forth opposite 

his/her name, and the signature set forth opposite his/her name is the 

signature of such persons as of the date hereof, and (b) is authorized on 

behalf of the Managing Member acting in any capacity, including as the 

sole Managing Member of the Borrower, to execute and deliver on behalf 

of the Borrower, and to cause the Borrower to perform its obligations 

under, each of the Transaction Documents to which it is a party. 
Exhibit D – Page 3 

(NY) 07865/007/LLC/SPV.Credit.Agreement.doc

Name Title Signature

[signature page follows]
Exhibit D – Page 3 

(NY) 07865/007/LLC/SPV.Credit.Agreement.doc

IN WITNESS WHEREOF, the undersigned has caused this Closing 

Certificate to be executed in its name and behalf by its duly authorized 

representative as of the date first above-written. 

 TALF LLC, as Borrower 

By: Federal Reserve Bank of New York, as its 

Managing Member 

By: 
Exhibit E – Page 1 

(NY) 07865/007/LLC/SPV.Credit.Agreement.doc

Exhibit E—Form of Put Option Agreement