SFR 2010-1
 

MORTGAGE LOAN CONTRIBUTION AND SALE AGREEMENT
 

BY AND BETWEEN
 

THE FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER
 

FOR THE FAILED BANKS
 

AND
 

MULTIBANK 2010-1 SFR VENTURE, LLC
 

Dated as of April 1, 2010
 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

TABLE OF CONTENTS 

Article I Definitions and Construction 2
 

Section 1.1 Definitions ...............................................................................................................2
 

Section 1.2 Construction ...........................................................................................................6
 

Article II Contribution and Sale of Mortgage Loans 6
 

Section 2.1 Terms and Conditions ...........................................................................................6
 

Section 2.2 Liabilities Assumed by the Company...................................................................7
 

Section 2.3 Allocation of Payments; Advances .......................................................................8
 

Section 2.4 Adjustments ............................................................................................................8
 

Section 2.5 Rebates and Refunds .............................................................................................9
 

Section 2.6 Interest Conveyed ................................................................................................10
 

Section 2.7 Retained Claims ...................................................................................................10
 

Section 2.8 Transfer Taxes .....................................................................................................10
 

Article III Transfer of Mortgage Loans, Underlying Collateral Documents and Servicing 11
 

Section 3.1 Delivery of Documents.........................................................................................11
 

Section 3.2 Recordation of Documents. .................................................................................13
 

Section 3.3 Transfer of Servicing. ..........................................................................................14
 

Section 3.4 Grant of Power of Attorney by Company .........................................................16
 

Article IV Covenants, Duties and Obligations of the Company 17
 

Section 4.1 Servicing of Mortgage Loans ..............................................................................17
 

Section 4.2 Collection Agency/Contingency Fee Agreements .............................................17
 

Section 4.3 Insured or Guaranteed Mortgage Loans ...........................................................17
 

Section 4.4 Reporting to or for the Applicable Taxing Authorities ....................................17
 

Section 4.5 Mortgage Loans in Litigation. ............................................................................18
 

Section 4.6 Mortgage Loans in Bankruptcy..........................................................................21
 

Section 4.7 Mortgage Loan Related Insurance.....................................................................22
 

Section 4.8 Mortgage Loans with Escrow Accounts ............................................................22
 

Section 4.9 [Reserved] .............................................................................................................23
 

Section 4.10 Contracts for Deed ...............................................................................................23
 

Section 4.11 Acquired Property ...............................................................................................23
 

Section 4.12 Leases ....................................................................................................................23
 

Section 4.13 Notice to Borrowers .............................................................................................23
 

Section 4.14 Notice of Claims ...................................................................................................23
 

Section 4.15 Use of the FDIC’s Name and Reservation of Statutory Powers ......................24
 

Section 4.16 Prior Servicer Information .................................................................................24
 

Section 4.17 Release of Initial Member ...................................................................................24
 

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Mortgage Loan Contribution and Sale Agreement
 

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Article V Mortgage Loans Sold “As Is” and Without Recourse 25 

Section 5.1 Mortgage Loans Conveyed “As Is” ....................................................................25
 

Section 5.2 No Warranties or Representations with Respect to Escrow Accounts ...........25
 

Section 5.3 No Warranties or Representations as to Amounts of Unfunded Principal ....25
 

Section 5.4 Disclaimer Regarding Calculation or Adjustment of Interest on any
 

Mortgage Loan .............................................................................................................................25
 

Section 5.5 No Warranties or Representations With Regard to Information ...................26
 

Section 5.6 Intervening or Missing Assignments ..................................................................26
 

Section 5.7 No Warranties or Representations as to Documents ........................................26
 

Article VI Repurchase by the Initial Member at the Company’s Option 26
 

Section 6.1 Repurchases at Company’s Option ....................................................................26
 

Section 6.2 Notice to Initial Member .....................................................................................28
 

Section 6.3 Re-delivery of Notes, Files and Documents .......................................................29
 

Section 6.4 Waiver of Company’s Repurchase Option........................................................29
 

Article VII Notices 30
 

Section 7.1 Notices ...................................................................................................................30
 

Section 7.2 Article VI Notice ..................................................................................................30
 

Section 7.3 Transfer Documents ............................................................................................31
 

Section 7.4 All Other Notices ..................................................................................................31
 

Article VIII Miscellaneous Provisions 32
 

Section 8.1 Severability ...........................................................................................................32
 

Section 8.2 Governing Law.....................................................................................................32
 

Section 8.3 Cost, Fees and Expenses ......................................................................................33
 

Section 8.4 Waiver; Amendment and Assignment ...............................................................33
 

Section 8.5 No Presumption....................................................................................................34
 

Section 8.6 Entire Agreement .................................................................................................34
 

Section 8.7 Jurisdiction; Venue and Service .........................................................................34
 

Section 8.8 Waiver of Jury Trial ............................................................................................36
 

Section 8.9 Counterparts; Facsimile Signatures...................................................................36
 

Section 8.10 Headings................................................................................................................36
 

Section 8.11 Compliance with Law ..........................................................................................36
 

Section 8.12 Right to Specific Performance ............................................................................36
 

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Mortgage Loan Contribution and Sale Agreement
 

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Attachments and Schedule 

Attachment A — Mortgage Loan Schedule .................................................................. A-1
 

Attachment B — Mortgage Loan Value Schedule.........................................................B-1
 

Attachment C — Affidavit and Assignment of Claim ...................................................C-1
 

Attachment D — Allonge.............................................................................................. D-1
 

Attachment E — Assignment and Lost Instrument Affidavit........................................E-1
 

Attachment F-1 — Assignment of Real Estate Mortgage ................................................ F-1
 

Attachment F-2 — Assignment of Real Estate Deed of Trust .......................................... F-1
 

Attachment G — Assignment of Assignment of Leases and Rents .............................. G-1
 

Attachment H — Limited Power of Attorney ............................................................... H-1
 

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Mortgage Loan Contribution and Sale Agreement
 

Pool Nos. 24020 and 24021
 
MORTGAGE LOAN CONTRIBUTION AND SALE AGREEMENT
 

THIS MORTGAGE LOAN CONTRIBUTION AND SALE AGREEMENT (as the same 

shall be amended or supplemented, this “Agreement”) is made and entered into as of the 1st day 

of April, 2010 (the “Closing Date”) by and between THE FEDERAL DEPOSIT INSURANCE 

CORPORATION (acting in any capacity, the “FDIC”) AS RECEIVER (including its successors 

and assigns thereto, the “Initial Member”), and MULTIBANK 2010-1 SFR VENTURE, LLC, a 

Delaware limited liability company (the “Company”). 

RECITALS 

WHEREAS the FDIC separately has been appointed as receiver for each of the Failed 

Banks; and 

WHEREAS the Initial Member owns the Mortgage Loans (as that term is hereinafter 

defined) described on the Mortgage Loan Schedule attached hereto as Attachment A to this 

Agreement (the “Mortgage Loan Schedule”); and 

WHEREAS the Initial Member has determined to liquidate the Mortgage Loans; and 

WHEREAS the Initial Member has formed the Company and holds the sole membership 

interest in the Company (the “LLC Interest”); and 

WHEREAS the Initial Member desires to transfer the Mortgage Loans to the Company, 

partly as a capital contribution and partly as a sale, in the manner and on the terms and 

conditions more fully set forth herein; and 

WHEREAS the Initial Member and the Company desire that, in consideration of the 

transfer of the Mortgage Loans to the Company to the extent such transfer constitutes a sale, the 

Company will issue, execute and deliver to the Initial Member the Company’s Purchase Money 

Note dated as of the date hereof (the “Purchase Money Note”), as guaranteed by the FDIC 

pursuant to that certain Guaranty Agreement dated as of the date hereof between the FDIC in its 

corporate capacity and the Receiver (the “Purchase Money Note Guaranty”); and 

WHEREAS the Company will be obligated to reimburse the FDIC for any guaranty 

payments made pursuant to the Purchase Money Note Guaranty, and such reimbursement 

obligation will be secured by the assets of the Company and the Underlying Collateral 

Documents, all pursuant to the Guaranty, Reimbursement and Security Agreement dated as of 

the date hereof between the Company and the FDIC (the “Guaranty, Reimbursement and 

Security Agreement”); 

WHEREAS, pursuant to the Limited Liability Company Interest Sale and Assignment 

Agreement dated as of even date herewith (the “Transferred LLC Interest Sale Agreement”) 

by and between the Initial Member and RoundPoint Ventures I, LLC, a Florida limited liability 

company (the “Private Owner”), the Initial Member has agreed to sell and transfer 50% of the 

issued and outstanding membership interests in the Company (the “Transferred LLC Interest”) 

to the Private Owner for a purchase price set forth in the Transferred LLC Interest Sale 

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Agreement (the “Transferred LLC Interest Sale Price”), the completion of such sale being 

referred to as the “Closing”; and 

WHEREAS the Transferred LLC Interest Sale Price has been allocated among the 

Mortgage Loans by the Private Owner (such allocated amount with respect to a Mortgage Loan, 

the “Mortgage Loan Value”), as set forth on Attachment B to this Agreement (the “Mortgage 

Loan Value Schedule”); and 

WHEREAS the Initial Member and the Company desire to memorialize their agreement 

relating to the contribution and sale of the Mortgage Loans to the Company and certain other 

matters as set forth in this Agreement; 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and 

agreements hereinafter contained, and for other good and valuable consideration the receipt and 

sufficiency of which are hereby acknowledged, the Initial Member and the Company hereby 

agree as follows: 

Article I
 

Definitions and Construction
 

Section 1.1 Definitions. For purposes of this Agreement, certain terms used in this 

Agreement shall have the meaning and definitions set forth in that certain Agreement of 

Common Definitions dated of even date herewith among the Initial Member, the Company and 

others. In addition, for purposes of this Agreement, the following terms shall have the meanings 

and definitions hereinafter respectively set forth: 

“Accounting Records” means the general ledger, supporting subsidiary ledgers and 

schedules, and loan servicing system records of the Initial Member. 

“Action” means any claim, action, suit, arbitration or proceeding, whether at law or in 

equity, before or by a Governmental Authority. 

“Adjusted Cut-Off Date Unpaid Principal Balance” means, with respect to any 

Mortgage Loan, the Cut-Off Date Unpaid Principal Balance adjusted higher or lower, as 

appropriate, to reflect the actual Unpaid Principal Balance of the Mortgage Loan as of the CutOff Date on the Accounting Records and to correct errors reflected in the Cut-Off Date Unpaid 

Principal Balance due to (i) miscalculations, misapplied payments, unapplied payments, 

unrecorded advances of principal or other disbursements, or other accounting errors with respect 

to the period ending on the Cut-Off Date, (ii) the effect of any final court decree, unappealable 

regulatory enforcement order or other similar action of a legal or regulatory nature effective on 

or before the Cut-Off Date, (iii) a foreclosure sale that occurred on or before the Cut-Off Date for 

which the Redemption Period, if any, expired on or before the Cut-Off Date or (iv) the portion of 

any Dishonored Check that was applied to (and reflected in) the Cut-Off Date Unpaid Principal 

Balance. 

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“Adjusted Escrow Balance” means, with respect to any Mortgage Loan, the Escrow 

Balance adjusted higher or lower, as appropriate, to reflect the actual balance of the Escrow 

Account as reflected on the Accounting Records as of the Cut-Off Date and to correct errors 

reflected in the Escrow Balance due to (i) miscalculations, misapplied payments, unapplied 

payments, unrecorded disbursements or other accounting errors with respect to the period ending 

on the Cut-Off Date, (ii) the effect of any final court decree, unappealable regulatory 

enforcement order or other similar action of a legal or regulatory nature effective on or before the 

Cut-Off Date, (iii) a foreclosure sale that occurred on or before the Cut-Off Date for which the 

Redemption Period, if any, expired on or before the Cut-Off Date, or (iv) the portion of any 

Dishonored Check that was applied to (and reflected in) the Escrow Balance. 

“Adjustment Percentage” means, with respect to any Mortgage Loan, the quotient 

(expressed as a decimal) of the Mortgage Loan Value for such Mortgage Loan divided by the 

Cut-Off Date Unpaid Principal Balance of such Mortgage Loan. 

“Advances” means the sum of all unreimbursed amounts advanced by or on behalf of a 

Failed Bank, the Initial Member or the Company for the benefit of a Borrower or a third-party 

advanced to meet required scheduled payments, or to protect the Failed Bank’s or the Initial 

Member’s lien position or the Collateral, including payment of ad valorem taxes and premiums 

for hazard and forced placed insurance as permitted by the terms of any Mortgage Loan 

Document. Advances do not include Funding Draws or Corporate Advances. 

“Affected Mortgage Loan” has the meaning given that term in Section 4.5(d). 

“Affidavit and Assignment of Claim” means an Affidavit and Assignment of Claim in 

the form of Attachment C to this Agreement. 

“Agreement” has the meaning given that term in the preamble to this Agreement and 

includes all exhibits, schedules and attachments to this Agreement. 

“Assignment and Lost Instrument Affidavit” means an Assignment and Lost 

Instrument Affidavit in the form of Attachment E to this Agreement. 

“Bankruptcy Rule” means any of the rules set forth under the Federal Rules of 

Bankruptcy Procedure, as the same may be amended from time to time. 

“Bid” has the meaning given that term in the Transferred LLC Interest Sale Agreement. 

“Bidder” means the entity or individual who submitted the Bid. 

“Company Acquired Property” means (i) Underlying Collateral to which title is 

acquired by or on behalf of the Company or any Ownership Entity by foreclosure, by deed in lieu 

of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, (ii) the 

equity interests in any Ownership Entity holding any such Underlying Collateral and (iii) the 

assets held directly or indirectly by any such Ownership Entity. 

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“Corporate Advances” means the payment of appraisal fees, broker opinion fees, 

attorney fees and associated legal fees, foreclosure fees, trustee fees, property inspection fees, 

property preservation and operating cost fees, tax penalties, premiums for title insurance policies, 

lien search fees or any other cost that can be directly associated with the collection and servicing 

of a Mortgage Loan. 

“Cut-Off Date Unpaid Principal Balance” means, with respect to any Mortgage Loan, 

the estimate of the Unpaid Principal Balance of the Mortgage Loan as of the Cut-Off Date as 

stated on the Mortgage Loan Schedule. 

“Dishonored Check” means any check or similar instrument that has been returned due 

to insufficient funds or a stop payment order. 

“Escrow Balance” means, with respect to any Mortgage Loan, the positive escrow 

balance (if any) in the Escrow Account with respect to that Mortgage Loan, as reflected on the 

Mortgage Loan Schedule. 

“Excess Damage Liability” has the meaning given that term in Section 4.5(d). 

“Excess Principal” has the meaning given that term in Section 2.4(c). 

“Excluded Liabilities” has the meaning given that term in Section 2.2. 

“Excluded Liabilities Litigation” has the meaning given that term in Section 4.5(a)(i). 

“Foreign Jurisdiction” means any jurisdiction other than the United States, and any 

subdivision of or in such other jurisdiction. 

“Foreign Loan” means a Mortgage Loan with respect to which the Borrower or any of 

the Underlying Collateral is located in any Foreign Jurisdiction. 

“Limited Power of Attorney” means the Limited Power of Attorney in the form of 

Attachment H to this Agreement. 

“MERS Registered Mortgages” has the meaning given that term in Section 3.1(c). 

“Mortgage Loan Value” has the meaning given that term in the recitals. 

“Mortgage Loan Value Schedule” has the meaning given that term in the recitals. 

“Obligations” means all obligations and commitments of the Initial Member relating to 

a Mortgage Loan pursuant to and in accordance with any of the related Notes, Underlying 

Collateral Documents, Mortgage Loan Documents or Related Agreements. 

“Order” has the meaning given that term in Section 6.1. 

“Principal Deficiency” has the meaning given that term in Section 2.4(c). 

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“Receiver Acquired Property” means (i) Underlying Collateral title to which has been 

acquired by or on behalf of the Initial Member or any Failed Bank by foreclosure, by deed in lieu 

of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, in any 

such case in accordance with the Mortgage Loan Documents if the foreclosure or other 

acquisition event occurs after the Cut-Off Date, or occurred on or before the Cut-Off Date but 

the Redemption Period had not expired on or before the Cut-Off Date, (ii) the equity interests in 

any Ownership Entity holding any such Underlying Collateral and (iii) the assets held directly or 

indirectly by any such Ownership Entities. 

“Redemption Period” means the statutory time period, if any, during which a foreclosed 

owner may buy back foreclosed real property from the foreclosure sale purchaser under the Law 

of the jurisdiction in which the property is located, which period (if the jurisdiction provides for 

the same) may vary among the jurisdictions that do provide for a Redemption Period. 

“Released Parties” has the meaning given that term in Section 4.17(b). 

“Repurchase Loan Value” means, with respect to any Mortgage Loan, the sum of (i) the 

product of the Mortgage Loan Value of such Mortgage Loan multiplied by 2 and (ii) the product 

of (x) the aggregate original principal face amount of the Purchase Money Note and (y) the 

quotient (expressed as a decimal) of the Mortgage Loan Value of such Mortgage Loan divided by 

the Transferred LLC Interest Sale Price. 

“Repurchase Percentage” means, with respect to any Mortgage Loan, the quotient 

(expressed as a decimal) of the Repurchase Loan Value for such Mortgage Loan divided by the 

Adjusted Cut-Off Date Unpaid Principal Balance of such Mortgage Loan 

“Repurchase Price” means, with respect to any Mortgage Loan, an amount equal to (i) 

the Repurchase Percentage multiplied by the Unpaid Principal Balance of the Mortgage Loan as 

of the date of the repurchase plus (ii) unreimbursed Servicing Expenses that have been advanced 

by the Company with respect to such Mortgage Loan (excluding any expenses described in 

Section 12.7(b) of the LLC Operating Agreement) as of the date of the repurchase, minus (iii) the 

amount of any positive Escrow Balance with respect to the Mortgage Loan as of the date of the 

repurchase that is not transferred to the Initial Member at the time of the repurchase. 

“Transfer Taxes” means any taxes, assessments, levies, imposts, duties, deductions, 

fees, withholdings or other charges of whatever nature (other than any taxes imposed on or 

measured by net income or any franchise taxes), including interest and penalties thereon, 

required to be paid to any taxing authority with respect to the transfer of the Mortgage Loans, the 

Underlying Collateral and the Underlying Collateral Documents or the rights in the Underlying 

Collateral or the assignment and assumption of the Obligations thereunder. 

“Transferred LLC Interest” has the meaning given that term in the recitals. 

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Section 1.2 Construction. This Agreement shall be construed and interpreted in 

accordance with the following: 

(a) References to “Affiliates” include only other Persons that from time to 

time constitute “Affiliates” of such specified Person, and do not include, at any particular time, 

other Persons that might have been, but at such time have ceased to be, “Affiliates” of such 

specified Person, except to the extent that any such reference specifically provides otherwise. 

(b) The term “or” is not exclusive. 

(c) A reference to a Law includes any amendment, modification or 

replacement to such Law. 

(d) Accounting terms have the meanings assigned to them by GAAP applied 

on a consistent basis by the accounting entity to which they refer. 

(e) References to any document, instrument or agreement (i) are deemed to 

include all appendices, exhibits, schedules and other attachments thereto and all documents, 

instruments or agreements issued or executed in replacement thereof, and (ii) mean such 

document, instrument or agreement, or replacement thereto, as amended, modified and 

supplemented from time to time in accordance with its terms and as the same is in effect at any 

given time. 

(f) Unless otherwise specified, the words “hereof,” “herein” and “hereunder” 

and words of similar import refer to this Agreement as a whole and not to any particular 

provision of this Agreement. 

(g) The words “include” and “including” and words of similar import are not 

limiting and are to be construed to be followed by the words “without limitation,” whether or not 

they are in fact followed by such words. 

(h) The word “during,” when used with respect to a period of time, is to be 

construed to mean commencing at the beginning of such period and continuing until the end of 

such period. 

(i) Unless the context otherwise requires, singular nouns and pronouns when 

used herein are deemed to include the plural and vice versa and impersonal pronouns are deemed 

to include the personal pronoun of the appropriate gender. 

Article II
 

Contribution and Sale of Mortgage Loans
 

Section 2.1 Terms and Conditions. The Initial Member hereby conveys to the 

Company, and the Company hereby acquires and accepts from the Initial Member, without 

recourse, by way of a sale to the extent of the initial principal amount of the Purchase Money 

Note and otherwise as a capital contribution, all right, title and interest of the Initial Member in 

and to: 

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(a) the Mortgage Loans (including all Receiver Acquired Property, equity and 

other interests in Ownership Entities formed by the Receiver or any predecessor in interest, 

Notes, the other Mortgage Loan Documents and Related Agreements), including all future 

advances made with respect thereto, effective as of the Closing Date, and all rights in the 

Underlying Collateral pursuant to the Underlying Collateral Documents; 

(b) all amounts payable to the Initial Member under the Mortgage Loan 

Documents and all obligations owed to the Initial Member in connection with the Mortgage 

Loans and the Mortgage Loan Documents after the Closing Date; 

(c) all claims, suits, causes of action and any other right of the Initial Member, 

whether known or unknown, against a Borrower or any Obligor or any of their respective 

Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in 

connection with the Mortgage Loans or the Mortgage Loan Documents or that is in any way 

based on or related to any of the foregoing, including contract claims, tort claims, malpractice 

claims, statutory claims and all other claims at law or in equity arising under or in connection 

with the Mortgage Loan Documents or the transactions related thereto or contemplated thereby, 

excluding, however, any and all claims, suits, causes or action and other rights retained by the 

Initial Member pursuant to Section 2.7; 

(d) all cash, securities and other property received or applied by or for the 

account of the Initial Member under the Mortgage Loans after the Closing Date, including all 

distributions received through redemption, consummation of a plan of reorganization, 

restructuring, liquidation or otherwise of a Borrower or Obligor under or with respect to the 

Mortgage Loans, and any securities, interest, dividends or other property that may be distributed 

or collected with respect to any of the foregoing; and 

(e) any and all distributions on, or proceeds or products of or with respect to, any of 

the foregoing, and the rights to receive such proceeds thereof. 

Section 2.2 Liabilities Assumed by the Company. The Company hereby assumes 

and agrees as of the Cut-Off Date to perform and pay all of the Obligations. The Initial Member 

and the Company agree that the conveyance contemplated by Section 2.1 and the other 

provisions of this Agreement is intended to be an absolute conveyance and transfer of ownership 

of the Mortgage Loans in part by capital contribution and in part by sale. Notwithstanding 

anything to the contrary in this Agreement, however, it is understood and agreed that, except for 

the Obligations, the Initial Member shall not assign and the Company shall not assume or be 

liable for any of the following liabilities (the “Excluded Liabilities”): 

(a) any monetary liability or monetary obligation of the Initial Member to the 

extent attributable to an act, omission or circumstances that occurred or existed prior to the CutOff Date and that constitutes a breach or default under any contract (including any contract 

included in the Obligations), a tort, willful misconduct, fraud or a violation of Law by the Initial 

Member or a Failed Bank; 

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(b) any monetary claim against or monetary liability of the FDIC in its 

capacity as receiver for a Failed Bank that, was, is or will be subject to or is required to be 

asserted through the receivership administrative claims process administered by the FDIC in its 

capacity as receiver for a Failed Bank pursuant to 12 U.S.C. § 1821(d)(3) through (13); and 

(c) any monetary claim against or monetary liability based on any alleged act 

or omission of a Failed Bank that is not provable or allowable, or is otherwise barred against 

FDIC as receiver for a Failed Bank under applicable Law, including claims and liabilities that are 

barred under 12 U.S.C. §§ 1821(c), (d), (e) (including § 1821(e)(3)), (i), (j); 12 U.S.C. § 1822; 

12 U.S.C. § 1823; or 12 U.S.C. § 1825. 

Section 2.3 Allocation of Payments; Advances. 

(a) All payments and other amounts received on account of any of the 

Mortgage Loans or Underlying Collateral on or before the Cut-Off Date shall be retained by and 

shall belong to the Initial Member. Any and all Mortgage Loan Proceeds received at any time 

after the Cut-Off Date shall be allocated and distributed to and shall belong to the Company. 

(b) The Initial Member shall be paid or reimbursed on the Servicing Transfer 

Date for Advances that an Existing Servicer pays after the Cut-Off Date through the Closing 

Date out of its own funds (rather than using Mortgage Loan Proceeds to pay for the respective 

expenses for which the Advances are made). In addition, the Initial Member shall be paid or 

reimbursed on the Servicing Transfer Date for Servicing Expenses or Pre-Approved Charges that 

an Existing Servicer pays after the Closing Date through the Servicing Transfer Date out of its 

own funds (rather than withdrawing such funds from the Collection Account or the Liquidity 

Account or otherwise using Mortgage Loan Proceeds to pay for the respective Servicing 

Expenses or Pre-Approved Charges). Any such amounts for Advances paid after the Cut-Off 

Date through the Closing Date or for Servicing Expenses or Pre-Approved Charges paid after the 

Closing Date through the Servicing Transfer Date owed to but not reimbursed to the Initial 

Member on the Servicing Transfer Date for the respective Mortgage Loan shall be reimbursed by 

the Company to the Initial Member on demand. 

(c) The Initial Member shall be responsible for reimbursing each third-party 

Existing Servicer for any payments made by such third-party Existing Servicer to fund Servicing 

Expenses or Pre-Approved Charges with respect to a Mortgage Loan, as well as for any advances 

of principal or interest with respect to a Mortgage Loan made by such third-party Existing 

Servicer. The Initial Member also shall be responsible for paying any fee owing to an Existing 

Servicer in connection with the termination of any servicing agreement with such Existing 

Servicer. 

Section 2.4 Adjustments. 

(a) The Private Owner shall, and shall cause the Servicer to, cooperate with 

the Initial Member in reconciling the amounts of Advances made with respect to each Mortgage 

Loan prior to the Servicing Transfer Date for such Mortgage Loan to fund Servicing Expenses, 

Pre-Approved Charges or otherwise. On the respective Servicing Transfer Date, the Initial 

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Member shall provide the Company with a statement setting forth, for each Mortgage Loan that 

is the subject of such Servicing Transfer Date, the amount of all Advances made with respect to 

such Mortgage Loan prior to the Servicing Transfer Date for such Mortgage Loan and the 

amount of any reimbursement of Advances that the Initial Member has received from the 

respective Borrower or other Obligor. 

(b) On the respective Servicing Transfer Date, the Initial Member shall 

provide the Company with a statement setting forth, for each Mortgage Loan that is the subject 

of such Servicing Transfer Date, the Adjusted Cut-Off Date Unpaid Principal Balance, Adjusted 

Escrow Balance and the Unpaid Principal Balance as of the Servicing Transfer Date. Each such 

statement shall be accompanied by an explanation of the reasons for any adjustment to any CutOff Date Unpaid Principal Balance or Escrow Balance. 

(c) If the Adjusted Cut-Off Date Unpaid Principal Balance of any Mortgage 

Loan exceeds the Cut-Off Date Unpaid Principal Balance of such Mortgage Loan (such excess, 

the “Excess Principal”), the Private Owner shall be liable to the Initial Member for an amount 

equal to the Adjustment Percentage multiplied by the Excess Principal. If the Cut-Off Date 

Unpaid Principal Balance of any Mortgage Loan exceeds the Adjusted Cut-Off Date Unpaid 

Principal Balance of any Mortgage Loan (such deficiency, the “Principal Deficiency”), the 

Initial Member shall be liable to the Private Owner for an amount equal to the Adjustment 

Percentage multiplied by the Principal Deficiency. No adjustment will be made for any 

miscalculation of interest on any Mortgage Loan. 

(d) On each Servicing Transfer Date, the aggregate amount owed by the 

Private Owner to the Initial Member pursuant to Section 2.4(c) (excluding the amount of any 

Advances due to the Initial Member) shall be subtracted from the aggregate amount owed to the 

Private Owner by the Initial Member pursuant to Section 2.4(c). If the resulting amount is a 

positive number, the Initial Member shall pay such amount to the Private Owner, and if the 

resulting amount is a negative number, the Private Owner shall pay the absolute value of such 

amount to the Initial Member. In addition, an amount equal to the positive balance of any 

Escrow Accounts with respect to the relevant Group of Mortgage Loans as of each Servicing 

Transfer Date shall be remitted to the Servicer (and shall not be considered to constitute 

Mortgage Loan Proceeds under the LLC Operating Agreement or Custodial and Paying Agency 

Agreement). Any monies due to the Private Owner or the Initial Member pursuant to this 

Section with respect to a given Mortgage Loan shall be paid on the respective Servicing Transfer 

Date. The Company shall adjust its records to reflect the Adjusted Cut-Off Date Unpaid 

Principal Balances, the Adjusted Escrow Balances and the Unpaid Principal Balances with 

respect to the Mortgage Loans. 

Section 2.5 Rebates and Refunds. The Company is not entitled to any rebates or 

refunds from the Initial Member or the Failed Banks from any pre-computed interest Mortgage 

Loan regardless of when the Note matures. Further, on pre-computed interest Mortgage Loans, 

neither the Initial Member nor the Failed Banks will refund any unearned discount amounts to 

the Company. 

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Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
Section 2.6 Interest Conveyed. In the event a foreclosure occurs after the Cut-Off 

Date, or occurred on or before the Cut-Off Date but the Redemption Period had not expired on or 

before the Cut-Off Date, the Initial Member shall convey to the Company the Deficiency 

Balance, if any, together with the net proceeds, if any, of such foreclosure sale. If the Initial 

Member was the purchaser at such foreclosure sale, the Initial Member shall convey to the 

Company the Deficiency Balance, if any, together with a special warranty deed to the Receiver 

Acquired Property purchased at such foreclosure sale. The Company acknowledges and agrees 

that the Company shall not acquire any interest in or to (a) any such Underlying Collateral that 

was foreclosed by the Initial Member or any of its predecessors-in-interest on or before the CutOff Date and for which the Redemption Period, if any, had expired on or before the Cut-Off Date 

and (b) any performance or completion bond or letter of credit or other assurance filed with any 

Governmental Authority with respect to any Mortgage Loan for the purpose of ensuring that 

improvements constructed or to be constructed are completed in accordance with any 

governmental regulations or building requirements applicable to the proposed or completed 

improvement to the extent that any such performance or completion bond or letter of credit or 

other assurance constitutes a promise or obligation of the Initial Member or any Failed Bank to 

make any payment or otherwise provide any performance or satisfaction. 

Section 2.7 Retained Claims. Notwithstanding anything to the contrary in this 

Agreement, the Company and the Initial Member agree that the contribution and sale of the 

Mortgage Loans pursuant to this Agreement will exclude the transfer to the Company of any 

right, title and interest of the Initial Member, any Failed Bank and any predecessors-in-interest 

thereto in and to any and all claims of any nature whatsoever that now might exist or hereafter 

might arise, whether known or unknown, that the Initial Member, any Failed Bank or 

predecessors-in-interest thereto have or had or that any might have or might have had, regardless 

of when any such claim is discovered, against any of the following: (a) officers, directors, 

employees, insiders, accountants, attorneys, other persons employed by the Initial Member, any 

Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who 

might have caused a loss to the Initial Member, any Failed Bank or any of its predecessors-ininterest in connection with the initiation, origination, servicing or administration of a Mortgage 

Loan; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan 

brokers, deposit brokers, securities dealers or other professional individuals or Persons who 

performed services for the Initial Member, any Failed Bank or any of its predecessors-in-interest 

relative to the initiation, origination, servicing or administration of a Mortgage Loan; (c) any 

third parties for alleged fraud, misrepresentation or other misconduct in connection with the 

initiation, origination or servicing of a Mortgage Loan; or (d) any appraiser or other Person with 

whom the Initial Member, any Failed Bank or any of their predecessors-in-interest or any 

servicing agent contracted for services or title insurance in connection with the initiation, 

origination, insuring or servicing of a Mortgage Loan. 

Section 2.8 Transfer Taxes. Except as otherwise provided herein, the Company shall 

pay, indemnify and hold harmless the Initial Member from and against any Transfer Taxes, and 

shall timely file any returns required to be filed with respect to such Transfer Taxes; provided, 

however, that the Initial Member shall pay (and shall not be entitled to be reimbursed for) any 

Transfer Taxes in the nature of mortgage recording taxes and shall timely file any returns 

required to be filed with respect to such Transfer Taxes. Taxes paid by the Company pursuant to 

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Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

 


 

this Section shall constitute Pre-Approved Charges for purposes of the Custodial and Paying 

Agency Agreement. 

Article III
 

Transfer of Mortgage Loans, Underlying Collateral Documents and Servicing
 

Section 3.1 Delivery of Documents. The Company and the Initial Member agree to 

execute and deliver to one another the following: 

(a) On the Closing Date, such Transfer Documents executed by the Initial 

Member as the Initial Member elects to deliver to the Company. 

(b) Subject to the provisions of the LLC Operating Agreement, the Initial 

Member shall deliver the Notes, other Custodial Documents and Underlying Collateral 

Documents for each Mortgage Loan to the Custodian as soon as is practicable after the Closing 

Date and shall deliver the Mortgage Loan Files for such Mortgage Loan to either the Company 

or the Servicer (as directed by the Company), in either case on or within a reasonable period of 

time after the Servicing Transfer Date with respect to such Mortgage Loan. 

(c) For any of the mortgages and/or other Underlying Collateral Documents 

securing the Mortgage Loans that are registered on the MERS System (collectively, the “MERS 

Registered Mortgages”), the Company shall cause the MERS Registered Mortgages to be 

transferred on the MERS® System on or within a reasonable time after the Servicing Transfer 

Date with respect to the applicable Mortgage Loans. To the extent the cost of transferring the 

MERS Registered Mortgages is a cost imposed by MERS on the transferor of a mortgage loan, 

that cost shall be borne by the Initial Member. Otherwise, the costs imposed by MERS with 

respect to the transfer of the MERS Registered Mortgages shall be borne by the Company and all 

such costs shall constitute Pre-Approved Charges for purposes of the Custodial and Paying 

Agency Agreement, provided that any such expenses with respect to MERS Registered 

Mortgages as to which the Company has not initiated the transfer on the MERS System (in 

cooperation with the applicable Existing Servicer during the period prior to the applicable 

Servicing Transfer Date) within six months of the Closing Date shall not constitute PreApproved Charges for purposes of the Custodial and Paying Agency Agreement and such 

charges shall be borne by the Private Owner alone. The Company shall provide a report to the 

Initial Member on the progress and status of the transfers on the MERS System of the MERS 

Registered Mortgages on the first day of the seventh month following the Closing Date and again 

on the first anniversary of the Closing Date. 

(d) (i) In the event that the Initial Member does not deliver all the 

Transfer Documents on the Closing Date, (A) the Company will prepare on behalf of the Initial 

Member, within the period specified in Section 3.1(d)(iii), all such Transfer Documents not 

delivered by the Initial Member to the Company on the Closing Date and (B) on or within a 

reasonable time following the Closing Date, the Initial Member will grant a Limited Power of 

Attorney to selected representatives of the Company for the purpose of executing on behalf of 

the Initial Member such Transfer Documents prepared by the Company pursuant to Section 

3.1(d)(i)(A). The Limited Power of Attorney will be in the form attached to this Agreement as 

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Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
Attachment H. Reasonable and customary expenses paid to third parties actually incurred by the 

Company in complying with the obligations set forth in the preceding sentence shall constitute 

Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement, provided 

that any such expenses with respect to a Transfer Document that is not properly prepared and 

submitted for recordation or filing within six months of the Closing Date shall not constitute PreApproved Charges for purposes of the Custodial and Paying Agency Agreement and shall be 

borne by the Private Owner alone. Such six-month period for the preparation and submission of 

a Transfer Document for recordation shall be extended if the delay is due to a matter noted as an 

“Exception” on the “Collateral Certificate” (as such terms are defined in the Custodial and 

Paying Agency Agreement), provided that the Private Owner is working diligently to locate the 

missing information or otherwise take such steps as might be necessary or appropriate to 

complete and submit the Transfer Documents. All Transfer Documents prepared by the 

Company shall be in appropriate form suitable for filing or recording (if applicable) in the 

relevant jurisdiction and otherwise subject to the limitations set forth herein, and the Company 

shall be solely responsible for the preparation, contents and form of such documents. The 

Company hereby releases the Initial Member from any loss or damage incurred by the Company 

due to the contents or form of any documents prepared by the Company pursuant to this Section 

3.1(d) (the form of which was not provided by the Initial Member) and the Private Owner shall 

indemnify, defend and hold harmless the Initial Member from and against any claim, action or 

cause of action asserted by any Person, including the Company, arising out of the contents or 

form of any Transfer Document (the form of which was not provided by the Initial Member), 

including any claim relating to the adequacy or inadequacy of any such document or instrument 

for the purposes thereof, and the use (or purported use) by the Company of the Limited Power of 

Attorney in any way not expressly permitted by its terms. 

(ii) The Company shall use the forms set forth in Attachments D to G, 

inclusive, in preparing the Transfer Documents. All documents of assignment, conveyance or 

transfer (not including special warranty deeds to the Receiver Acquired Property, which shall 

contain the special warranty included therein but no other warranties or representations, but 

including all other Transfer Documents) shall contain the following sentence: “This assignment 

is made without recourse, and without representation or warranty, express or implied, or by 

operation of law of any kind and nature whatsoever by the Federal Deposit Insurance 

Corporation in its corporate capacity or as Receiver for [Insert Name of Appropriate Failed 

Bank.]” 

(iii) The Company will complete all Transfer Documents, and record or 

file them if and as appropriate in accordance with Section 3.2, as soon as is practicable following 

the Closing Date but in any event within six months after the Closing, except if the delay is due 

to a matter noted as an “Exception” on the “Collateral Certificate” (as such terms are defined in 

the Custodial and Paying Agency Agreement), provided that the Private Owner is working 

diligently to locate the missing information or otherwise take such steps as might be necessary or 

appropriate to complete and submit the relevant documentation. The Company shall provide a 

report to the Initial Member and the Purchase Money Note Guarantor on the progress and status 

of the preparation, execution, recording and/or filing and delivery of the original documents to 

the Custodian as required by this Agreement promptly following a request therefor from the 

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Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
Initial Member and in any event upon the first day of the seventh month following the Closing 

Date and again on the first anniversary of the Closing Date. 

(e) As to Foreign Loans (if any), the Company, at its own expense, must 

retain counsel licensed in the Foreign Jurisdictions involved with the Foreign Loans. Such 

foreign counsel must draft the documents necessary to assign the Foreign Loans to the Company. 

Reasonable and customary expenses paid to third parties and actually incurred by the Company 

in complying with the obligations set forth in the preceding sentence shall constitute PreApproved Charges for purposes of this Agreement. Documents presented to the Initial Member 

to assign Foreign Loans to the Company must be accompanied by a letter on the foreign 

counsel’s letterhead, signed by the foreign counsel preparing those documents, certifying that 

those documents conform to the Law of the Foreign Jurisdiction. Each such document and 

instrument shall be delivered to the Initial Member in the English language; provided, however, 

that any document required for its purposes to be executed by the Initial Member in a language 

other than the English language shall be delivered to the Initial Member in such language, 

accompanied by a translation thereof in the English language, certified as to its accuracy by an 

executive officer or general counsel of the Company and, if such executive officer or general 

counsel shall not be fluently bilingual, by the translator thereof. 

(f) Nothing contained herein or elsewhere in this Agreement shall require the 

Initial Member to make any agreement, representation or warranty or provide any indemnity in 

any such document or instrument or otherwise (except with respect to the special warranty 

contained in a special warranty deed to any Receiver Acquired Property), nor is the Initial 

Member obligated to obtain any consents or approval to the sale or transfer of the Mortgage 

Loans or the related servicing rights, if any, or the assumption by the Company of the 

Obligations. 

(g) The Initial Member agrees to execute any additional documents required 

by applicable Law or necessary to effectively transfer and assign all of the Initial Member’s 

right, title and interest in and to any and all Mortgage Loans to the Company (subject to the 

rights of the Initial Member pursuant to the LLC Operating Agreement). The Initial Member 

shall have no obligation to provide, review or execute any such additional documents unless the 

same shall have been requested of the Initial Member within 365 calendar days after the Closing 

Date. 

Section 3.2 Recordation of Documents. 

(a) With respect to all recordable Transfer Documents prepared by the 

Company pursuant to Section 3.1(d), the Company shall promptly submit all such Transfer 

Documents for recordation or filing in the appropriate land, chattel, Uniform Commercial Code, 

and other records of the appropriate county, state or other jurisdictions (including any Foreign 

Jurisdiction) to effect the transfer of the Mortgage Loans to the Company. All Transfer 

Documents shall provide that all recorded documents be returned to the Custodian at its notice 

address set forth in Section 7.3, as such address might be modified in the manner provided in the 

Custodial and Paying Agency Agreement. The Company shall be responsible for diligently and 

promptly following up with respect to any non-conforming Transfer Documents that are returned 

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Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
and not recorded, gaps in the chain of title and the like to ensure that each and all of the Transfer 

Documents are properly filed or recorded as appropriate. The Company shall include in the 

reports described in and required pursuant to Section 3.1(d)(iii) all required information 

concerning the recording and/or filing and return of all recordable Transfer Documents. 

(b) Reasonable and customary expenses paid to third parties and actually 

incurred by the Company in complying with the obligations set forth in this Section 3.2 shall 

constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement; 

provided, however, that any such expenses with respect to a Transfer Document that is not 

properly prepared and submitted for recordation or filing within six months of the Closing Date 

shall not constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency 

Agreement and shall be borne by the Private Owner alone. Such six-month period for the 

preparation and submission of a Transfer Document for recordation shall be extended if the delay 

is due to a matter noted as an “Exception” on the “Collateral Certificate” (as such terms are 

defined in the Custodial and Paying Agency Agreement), provided that the Private Owner is 

working diligently to locate the missing information or otherwise take such steps as may be 

necessary or appropriate to complete and submit the Transfer Document(s). The Initial Member 

shall, if such is affirmatively required under the applicable Law of a relevant Foreign 

Jurisdiction, take such actions as are necessary in such Foreign Jurisdiction to effect the purposes 

of this Article III. 

Section 3.3 Transfer of Servicing. 

(a) The Mortgage Loans are conveyed to the Company on a servicingreleased basis as of the Closing Date. From and after the Closing Date, all rights, obligations, 

liabilities and responsibilities with respect to the servicing of the Mortgage Loans shall inure to 

the benefit of and be assumed by the Company, and the Initial Member shall be discharged from 

all responsibility and liability therefor, including any liability arising from any interim servicing 

provided by the Initial Member pursuant to this Section 3.3. The Company shall assume on and 

as of the Closing Date all obligations and liabilities with respect to any and all asset management 

and special servicing functions with respect to the Mortgage Loans, notwithstanding any interim 

servicing that the Initial Member and the Existing Servicers might perform during the Interim 

Servicing Period. Without limiting the generality of the foregoing, the Company shall assume on 

and as of the Closing Date all obligations with respect to funding any Funding Draws and shall 

consult and coordinate with the Paying Agent concerning any advances from the Liquidity 

Account to fund any such Funding Draws. To facilitate communication among the Company, 

the Initial Member and the Existing Servicers, (i) the Company shall designate (and the Private 

Owner shall cause the Company to designate) a principal contact person to whom the Initial 

Member and the Existing Servicer will be authorized to refer during the respective Interim 

Servicing Period all asset management or special servicing inquiries and matters and all 

circumstances outside the scope of the Initial Member’s and the Existing Servicers’ limited 

interim servicing responsibilities and (ii) the Initial Member shall designate one or more 

principal contact persons whom the Company and the Servicer will be authorized to contact with 

inquiries, guidance or directions concerning the Initial Member’s and the Existing Servicers’ 

limited interim servicing responsibilities. Prior to the Closing Date, the Initial Member will 

establish protocols with respect to those servicing inquiries, matters and circumstances that are to 

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Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
be referred to the Company’s designated principal contact person or that are to be handled by the 

Initial Member and the Existing Servicers as part of the limited interim servicing described in 

Section 3.3(b). 

(b) To provide for the orderly transfer of the servicing to the Company, the 

Initial Member will provide interim servicing of the Mortgage Loans, or will maintain 

agreements with third-party Existing Servicers to provide interim servicing of the Mortgage 

Loans, on the Company’s behalf beginning on the day after the Closing Date and ending, with 

respect to each Mortgage Loan, on the Servicing Transfer Date for such Mortgage Loan (the 

“Interim Servicing Period”), including provisions requiring that the Existing Servicers 

continue: (i) to receive payments and post them to the system of record; (ii) to maintain records 

reflecting payments received; (iii) to provide the Company, on request, a schedule of payments 

processed; and (iv) to make payments (whether from its own funds or otherwise) to fund 

Servicing Expenses and Pre-Approved Charges. The foregoing shall not limit the actions that 

the Initial Member may take with respect to any Mortgage Loan prior to the Servicing Transfer 

Date. In addition, unless the Company and the Initial Member agree otherwise, the Initial 

Member shall prepare and deliver the Monthly Reports (including the Distribution Date Reports) 

in accordance with the LLC Operating Agreement and the Custodial and Paying Agency 

Agreement for all Due Periods ending on or before April 30, 2010. The Initial Member may 

engage agents of the Initial Member’s own choosing to perform such interim servicing. Each 

Existing Servicer shall be (and hereby is) authorized by the Company to use and withdraw funds 

from the Collection Account, the Liquidity Account and the Escrow Accounts and to request 

Excess Liquidity Advances (if necessary) in the performance of the interim servicing duties 

pursuant to this Section 3.3 during the Interim Servicing Period if it so chooses (including with 

respect to the payment and satisfaction of any Servicing Expenses or Pre-Approved Charges in 

full if the amount of Mortgage Loan Proceeds it has collected and is retaining is insufficient to 

pay and satisfy such Servicing Expenses or Pre-Approved Charges in full). Subject to the 

provisions of Sections 4.5(a) and 4.6, the Initial Member’s performance of this interim servicing 

shall cease with respect to each Group of Mortgage Loans on the Servicing Transfer Date for 

such Group of Mortgage Loans. On the Servicing Transfer Date with respect to each Group of 

Mortgage Loans, the Initial Member will provide (or will cause the applicable Existing Servicer 

to provide) the Company with a statement setting forth for the period from the effective date of 

the most recent regular monthly report that the Initial Member has delivered to the Company and 

the Servicing Transfer Date (i) the amount of payments and other amounts received for each 

Mortgage Loan to which such Servicing Transfer Date relates and (ii) the amount of payments 

made to fund Servicing Expenses made but not reimbursed by the applicable Borrower or 

Obligor (including payments made from the applicable Existing Servicer’s own funds), which 

amounts are to be reimbursed in accordance with Section 2.3(b). Each such statement also shall 

include any amounts to be paid to the Initial Member on the respective Servicing Transfer Date 

pursuant to Sections 2.3 and 2.4. 

(c) During the Interim Servicing Period, the Initial Member shall cause all 

Mortgage Loan Proceeds with respect to any Group of Mortgage Loans for which the Servicing 

Transfer Date has not occurred (including any recoveries of Advances) remaining after 

reimbursement or payment of Servicing Expenses and Pre-Approved Charges to be remitted to 

the Collection Account on a monthly basis not later than two Business Days prior to the 

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Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
Distribution Date (as such term is defined in the Custodial and Paying Agency Agreement) for 

such month. The Existing Servicers shall be (and hereby are) authorized by the Company to use 

Mortgage Loan Proceeds with respect to any Group of Mortgage Loans for which the Servicing 

Transfer Date has not occurred, prior to the time Mortgage Loan Proceeds are required to be 

remitted to the Collection Account for payment or reimbursement of Servicing Expenses and 

Pre-Approved Charges (including for the reimbursement of any Advances that the Initial 

Member might make during the Interim Servicing Period). 

(d) In consideration of the services provided by the Initial Member with 

respect to each Group of Mortgage Loans pursuant to this Section 3.3, the Company shall pay the 

Interim Servicing Fee to the Initial Member for each Due Period in which the Initial Member 

provides interim servicing with respect to such Group of Mortgage Loans (including the Due 

Period in which the Servicing Transfer Date with respect to such Group of Mortgage Loans 

occurs) in the manner described in the Custodial and Paying Agency Agreement. The Interim 

Servicing Fee with respect to each Group of Mortgage Loans will be calculated, earned and due 

as of the first day of each Due Period in which the Initial Member provides interim servicing 

with respect to such Group of Mortgage Loans and will be payable on each Distribution Date 

pursuant to the provisions of the Custodial and Paying Agency Agreement. For the avoidance of 

doubt, any such Interim Servicing Fee payable in connection with a Due Period including a 

Servicing Transfer Date shall be prorated for the actual number of days such Interim Servicer 

services the related Mortgage Loan. 

(e) The Company hereby ratifies any and all actions taken by the Initial 

Member in performance of interim servicing activities and functions prior to the Closing Date, 

including any oversight of the Existing Servicers and in connection with its role of Existing 

Servicer with respect to a Group of Mortgage Loans. The Company acknowledges and agrees 

that the Initial Member is performing interim servicing functions for the Company as an 

accommodation to the Company and that the Initial Member shall not have any liability for any 

acts or omissions taken in connection therewith (other than to correct calculation, allocation or 

distribution errors). Except for amounts for which the Company may be reimbursed as provided 

in the LLC Operating Agreement and the Custodial and Paying Agency Agreement, the 

Company hereby releases and forever discharges the Initial Member, the FDIC, the Failed Banks 

and their predecessors-in-interest and all of their respective officers, directors, employees, 

agents, attorneys, contractors and representatives and all of their respective successors, assigns 

and Affiliates, from any and all claims (including any counterclaim or defensive claim), 

demands, causes of action, judgments or legal proceedings and remedies of whatever kind or 

nature that the Company had, has or might have in the future, whether known or unknown, that 

are related in any manner whatsoever to the servicing of the Mortgage Loans at any time prior to 

the last Servicing Transfer Date. 

(f) The Initial Member and the Private Owner shall cooperate in their efforts 

to cause all Servicing Transfer Dates to occur prior to April 30, 2010 to the extent reasonably 

practicable, unless a later date is consented to by the Initial Member. 

Section 3.4 Grant of Power of Attorney by Company. The Company hereby 

irrevocably appoints the Initial Member its lawful attorney-in-fact, with full authority in the 

16 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

 


 

place and stead of the Company and in the name of the Company, the Initial Member or 

otherwise, and with full power of substitution in the premises (which power of attorney, being 

coupled with an interest, is irrevocable for so long as the Company is in existence), from time to 

time in the Initial Member’s discretion, following a failure by the Company to satisfy promptly 

its obligations pursuant to Section 3.1, Section 3.2, Section 4.10 or Section 4.11 as they relate to 

the preparing, furnishing, executing and/or recording of any of the Transfer Documents or any 

other relevant matter set forth in any such provision to prepare, furnish, execute and/or record all 

relevant Transfer Documents and other documents as might be reasonably necessary to satisfy 

the transfer and recording obligations of the Company pursuant to Section 3.1, Section 3.2, 

Section 4.10 or Section 4.11. 

Article IV
 

Covenants, Duties and Obligations of the Company
 

Section 4.1 Servicing of Mortgage Loans. From and after the Servicing Transfer 

Date, the Company shall service the Mortgage Loans in compliance with the LLC Operating 

Agreement. 

Section 4.2 Collection Agency/Contingency Fee Agreements. The Company 

acknowledges and agrees that it accepts and acquires the Mortgage Loans subject to any 

agreements with collection agencies or contingency fee agreements with attorneys (in either case 

that are outstanding and in effect as of the Servicing Transfer Date) that relate only to the 

Mortgage Loans (or any of them) and are assignable, and assumes and agrees to fulfill all 

Obligations of the Initial Member and the Failed Banks thereunder. 

Section 4.3 Insured or Guaranteed Mortgage Loans. If any Mortgage Loans being 

transferred pursuant to this Agreement are insured or guaranteed by any Governmental 

Authority, and such insurance or guaranty is not being specifically terminated by the Initial 

Member, the Company acknowledges and agrees that such Mortgage Loans must be serviced by 

a servicer, lender or mortgagee approved by such Governmental Authority, if such approval is 

required. The Company further acknowledges and agrees that, upon assumption of the 

Obligations with respect to the Mortgage Loans, it assumes full responsibility for determining 

whether or not any such insurance or guarantees are in effect on the date of this Agreement and, 

with respect to those Mortgage Loans with respect to which any such insurance or guarantee is in 

effect on the date of this Agreement, the Company acknowledges and agrees that, upon 

assumption of the Obligations with respect to the Mortgage Loans, it assumes full responsibility 

for taking any and all actions as might be necessary to insure such insurance or guarantees 

remain in full force and effect. The Company acknowledges and agrees that, upon assumption of 

the Obligations with respect to the Mortgage Loans, it assumes and agrees to fulfill all of the 

Initial Member’s and the Failed Banks’ Obligations under the contracts of insurance or guaranty. 

Any out-of-pocket fees due to any insurer or guarantor incurred by the Company to fulfill its 

obligations set forth in the preceding sentence shall constitute Pre-Approved Charges for 

purposes of the Custodial and Paying Agency Agreement. 

Section 4.4 Reporting to or for the Applicable Taxing Authorities. With respect to 

each Mortgage Loan, the Initial Member shall be responsible for submitting all tax information 

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Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
returns with all applicable Governmental Authorities for all applicable periods prior to the 

respective Servicing Transfer Date, and the Company shall be responsible for submitting all tax 

information returns with all applicable Governmental Authorities for all applicable periods 

commencing with the respective Servicing Transfer Date. Information returns include reports on 

Internal Revenue Service Forms 1098 and 1099. The Company shall be responsible for 

submitting all information returns required under applicable Law of any Foreign Jurisdiction, to 

the extent such information returns are required to be filed by the Company or the Initial 

Member under such Law, relating to the Mortgage Loans, for the calendar or tax year in which 

the Closing Date falls and thereafter. 

Section 4.5 Mortgage Loans in Litigation. 

(a) (i) With respect to any Mortgage Loan that is the subject of any type 

of pending litigation as of the Closing Date that consists solely of claims or actions based upon, 

arising out or involving Excluded Liabilities (“Excluded Liabilities Litigation”), the Company 

shall have no obligation to substitute its counsel to represent the Company’s interests in the 

Excluded Liabilities Litigation. In such case, the Initial Member shall retain all rights and 

obligations, and shall remain the real party-in-interest, with respect to and shall retain control 

over the Excluded Liabilities Litigation. With respect to any Mortgage Loan that is the subject 

of any type of pending litigation that consists of both Excluded Liabilities Litigation and other 

claims or actions, that portion of any litigation that consists of Excluded Liabilities Litigation 

shall be bifurcated from such other claims or actions, with the Initial Member retaining all rights 

and obligations, and remaining the real party-in-interest, with respect to and shall retain control 

over the Excluded Liabilities Litigation and the Company substituting itself as the real party in 

interest and taking control of the remaining claims in the litigation as is provided otherwise in 

this Section 4.5. The Initial Member shall pay all of the costs and expenses incurred by it in 

connection with any such Excluded Liabilities Litigation, including all legal fees and expenses 

and court costs. The Initial Member’s determination whether or not pending litigation consists 

of Excluded Liabilities Litigation and the extent to which pending litigation consists of both 

Excluded Liabilities Litigation and other claims or actions shall be conclusive and binding for all 

purposes with respect to this Agreement. 

(ii) With respect to any Mortgage Loan that is the subject of any type 

of pending litigation as of the Closing Date other than pending litigation that consists entirely of 

Excluded Liabilities Litigation, the Company shall notify the FDIC’s Regional Counsel, 1601 

Bryan Street, Dallas, Texas 75201-4586, within fifteen Business Days before the respective 

Servicing Transfer Date or such other date as is agreed to by the Initial Member and the 

Company, of the name of the attorney selected by the Company to represent the Company’s 

interests in the litigation. Before such date, the Company shall notify the clerk of the court or 

other appropriate official and all counsel of record that ownership of the Mortgage Loan was 

transferred from the Initial Member to the Company. Subject to the provisions of Sections 4.5(c) 

and 4.5(d), the Company shall have its attorney file appropriate pleadings and other documents 

and instruments with the court or other appropriate body before the respective Servicing Transfer 

Date, substituting the Company’s attorney for the Initial Member’s attorney, removing the Initial 

Member and the applicable Failed Bank as a party to the litigation and substituting the Company 

as the real party-in-interest. Nothing contained in this Agreement shall preclude the Company 

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Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
from retaining the same attorney retained by the Initial Member (or the applicable Failed Bank) 

to handle such litigation with respect to the Mortgage Loans, provided that, with respect to 

litigation referred to in Section 4.5(c), the Company shall not retain the same counsel that 

represents the Initial Member in connection with such litigation unless the FDIC’s Regional 

Counsel (referred to above) agrees in writing to such dual representation. Subject to the 

provisions of Section 4.5(b) (and the Company’s compliance with its obligations therein) and 

Section 4.5(d), in the event the Company fails, prior to the respective Servicing Transfer Date, to 

remove the Initial Member and the applicable Failed Bank as parties to the litigation and 

substitute the Company as the real party-in-interest, (i) the Initial Member may, but shall have no 

obligation to, continue to pursue or defend such litigation on behalf of the Company and (ii) in 

the event the Initial Member does continue to pursue or defend such litigation, the Company 

shall be liable for and hereby agrees to pay all costs and expenses incurred by the Initial Member 

in connection therewith, which expenses shall constitute Servicing Expenses. 

(b) If the Company is unable, as a matter of applicable Law or due to delays 

in court procedures and practices outside the control of the Company, to cause the Initial 

Member and the applicable Failed Bank to be replaced by the Company as party-in-interest in 

any pending litigation as required by Section 4.5(a), the Company shall so notify the FDIC’s 

Regional Counsel, at the address specified above, no less than five Business Days before the 

respective Servicing Transfer Date and shall provide such evidence to such effect and stating the 

reasons for such failure. In any such event, (i) the Company shall cause its attorney to conduct 

such litigation at the Company’s expense, which expense shall constitute Servicing Expenses; 

(ii) the Company shall cause the removal of the Initial Member and the applicable Failed Bank 

and substitution of the Company as party-in-interest in such litigation at the earliest time possible 

under applicable Law; (iii) the Company shall use commercially reasonable efforts to cause such 

litigation to be resolved by judgment or settlement in as reasonably efficient a manner as 

practical; (iv) the Initial Member shall cooperate with the Company and the Company’s attorney 

as reasonably required in the Initial Member’s sole judgment to bring such litigation or any 

settlement relating thereto to a reasonable and prompt conclusion; and (v) no settlement shall be 

agreed upon by the Company or its agents or counsel without the express prior written consent of 

the Initial Member, unless such settlement includes an irrevocable and complete waiver and 

release of any and all potential claims against the Initial Member and the applicable Failed Bank 

(and any predecessor thereto) in relation to such litigation or the subject Mortgage Loans or 

Obligations by any Person asserting any claim in the litigation and any Borrower, and any and all 

losses, liabilities, claims, causes of action, damages, demands, taxes, fees, costs and expenses 

relating thereto shall be paid by the Company without recourse of any kind to the Initial Member 

or the applicable Failed Bank (other than to the extent the same constitute Servicing Expenses). 

The Company shall provide to the Initial Member no later than twenty Business Days following 

the Closing Date a report showing the status of each pending litigation with respect to the 

replacement of the Company as the party-in-interest. The Company shall pay all of the costs and 

expenses incurred by it in connection with the actions required to be taken by it pursuant to 

Section 4.5(a) and this Section 4.5(b) (which expenses shall constitute Servicing Expenses), 

including all legal fees and expenses and court costs (which expenses shall constitute Servicing 

Expenses), and shall reimburse the Initial Member, upon demand, for all legal expenses the 

Initial Member incurs on or after the Cut-Off Date with respect to any such litigation, including 

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costs incurred with the dismissal thereof or withdrawal therefrom (which costs incurred by the 

Initial Member shall constitute Servicing Expenses for purposes of the Custodial and Paying 

Agency Agreement). 

(c) In the event that there exists or is asserted against the Company after the 

Closing Date any Excluded Liability (and such claim or action is not based upon and does not 

arise out of any act or omission of or on behalf of the Company, the Private Owner or the 

Servicer), (i) the Company shall (A) notify the Initial Member, in writing in accordance with the 

notice provisions of Article VII, of such claim or action and (B) subject to the rights of the Initial 

Member set forth below, be responsible for and control and assume the investigation and/or 

defense of such claim or action on behalf of the Company and the Company’s interest in the 

Mortgage Loan(s), at the Company’s expense and with counsel appointed by the Company; and 

(ii) the Initial Member shall be responsible for and control and assume any investigation and/or 

defense of the Initial Member and the applicable Failed Bank, at the Initial Member’s own 

expense and with Initial Member’s own counsel. The Initial Member’s determination whether or 

not any claim or liability in any such litigation is an Excluded Liability and the extent to which 

any such litigation relates to both Excluded Liabilities and other claims or liabilities shall be 

conclusive and binding for all purposes with respect to this Agreement. The Company and the 

Initial Member shall cooperate in the defense of any such claim or action to the extent their 

interests are not in conflict and shall use commercially reasonable efforts to work together to 

resolve or settle such claims or action in a manner that is mutually agreeable and in their 

respective best interests. The Company shall obtain the prior written approval of the Initial 

Member before ceasing to defend against any such claims or action. Notwithstanding the 

foregoing, the Initial Member may at any time assume and control the defense of the Company 

in connection with any such claim or action at the Initial Member’s expense. Subject to the 

provisions of Sections 4.5(d)(i) and (ii) below, the costs and expenses incurred by the Company 

in connection with its defense of any claim or action described in this Section 4.5(c), including 

(I) reasonable attorneys’ fees and expenses incurred to defend against (or investigate) the same 

or pursue counterclaims or cross-claims against other parties, (II) awards or judgments assessed 

against the Company with respect to any such claim or action, or (III) the costs of any 

settlements described in Section 4.5(d)(ii) below of such claim or action, shall constitute 

Servicing Expenses for purposes of the Custodial and Paying Agency Agreement. 

(d) If, as a result of any claim or action subject to the provisions of Section 

4.5(c) above: 

(i) there is entered against the Company either (A) a final, nonappealable monetary judgment holding the Company liable for damages in excess of an amount 

equal to the Repurchase Loan Value of the Mortgage Loan relating to or that is the subject of 

such claim (such Mortgage Loan, the “Affected Mortgage Loan”) (such excess amount, the 

“Excess Damage Liability”), or (B) a final monetary judgment that is appealable, which the 

Initial Member agrees in writing need not be appealed further by the Company, and that imposes 

an Excess Damage Liability on the Company, or 

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(ii) the Company enters into a final settlement agreement with the 

consent of the Initial Member (such consent not to be unreasonably withheld), pursuant to which 

the Company is obligated to pay an Excess Damage Liability, 

then, in any such case described in Clause (i) or (ii) above, the Initial Member shall reimburse 

the Company for the Excess Damage Liability and the Initial Member shall be entitled, at its 

option, to repurchase the Affected Mortgage Loan at its Repurchase Price in accordance with the 

repurchase provisions of Article VI; provided, however, that the Initial Member shall not be 

liable pursuant to this sentence for any liability imposed upon the Company that arises as a result 

of any act or omission of the Company or the Private Owner. 

(e) The provisions of Sections 4.5(a), 4.5(b), 4.5(c) and 4.5(d) are subject to 

the right of the Initial Member to retain claims pursuant to Section 2.7 of this Agreement, 

including any such claims as may have been asserted in litigation pending as of the Closing Date, 

and (ii) do not modify in any manner the limitations on liabilities assumed by the Company 

pursuant to Section 2.2 or the definition of Excluded Liabilities. At the Initial Member’s 

discretion, litigation involving any such claims shall be bifurcated, with the Initial Member 

remaining the real party in interest and retaining control over (and being responsible for pursuing 

and bearing the related costs to pursue) claims retained by it pursuant to Section 2.7 and the 

Company substituting itself as the real party in interest and taking control of (and being 

responsible for pursuing and bearing the cost of pursuing) the remainder of the litigation. The 

Initial Member’s determination whether or not litigation consists of any such claims and the 

extent to which litigation consists of any such claims shall be conclusive and binding for all 

purposes with respect to this Agreement. 

(f) Notwithstanding any provision to the contrary in this Agreement, any 

payments by the Company of Servicing Expenses pursuant to Section 4.5(c) shall be subject to 

the obligation of the Private Owner to reimburse the Initial Member under Section 4.6 of the 

LLC Operating Agreement. 

(g) Further notwithstanding any provision to the contrary in this Agreement, 

in the event that there is instituted any litigation challenging the repudiation of any obligation 

with respect to any Mortgage Loan by the Initial Member and asserting that the Company has 

any liability arising from such repudiation, the Initial Member shall control and defend such 

litigation (including any claims or actions against the Company) and pay all costs and expense in 

respect thereof. 

Section 4.6 Mortgage Loans in Bankruptcy. In accordance with Bankruptcy Rules 

3001 and 3002, the Company shall take all actions necessary to file, prior to the respective 

Servicing Transfer Dates (i) proofs of claims in pending bankruptcy cases involving any 

Mortgage Loans for which the Initial Member or the Failed Banks have not already filed a proof 

of claim, and (ii) all documents required by Rule 3001 of the Federal Rules of Bankruptcy 

Procedure and to take all such similar actions as might be required in any relevant jurisdiction in 

any pending bankruptcy or insolvency case or proceeding in such jurisdiction involving any 

Mortgage Loan in order to evidence and assert the Company’s rights. The Company shall 

prepare and provide to the Initial Member, on or prior to the respective Servicing Transfer Date, 

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an Affidavit and Assignment of Claim in the form attached to this Agreement as Attachment C 

or any similar forms as might be required in any relevant Foreign Jurisdiction and shall be 

acceptable to the Initial Member, for each Mortgage Loan where a Borrower under such 

Mortgage Loan is in bankruptcy as of the Closing Date. The Company hereby releases the Initial 

Member, the FDIC and the Failed Banks from any claim, demand, suit or cause of action the 

Company might have as a result of any action or inaction on the part of the Initial Member, the 

FDIC or the Failed Banks with respect to such Mortgage Loan. In the event the Company fails, 

prior to the respective Servicing Transfer Date, to take the actions required by this Section 4.6, 

(a) the Initial Member may, but shall have no obligation to, file proofs of claim or other 

documents as the Initial Member determines to be necessary or appropriate to evidence and 

assert the Company’s rights and, (b) in the event the Initial Member does take any such actions, 

the Company shall be liable for and hereby agrees to pay all costs and expenses incurred by the 

Initial Member in connection therewith (which costs incurred by the Initial Member shall 

constitute Servicing Expenses for purposes of the Custodial and Paying Agency Agreement). 

The provisions of this Section are subject to the right of the Initial Member to retain claims 

pursuant to Section 2.7 of this Agreement, including any such claims as might have been 

asserted in litigation pending as of the Closing Date. At the Initial Member’s discretion, 

litigation involving any such claims shall be bifurcated, with the Initial Member remaining the 

real party-in-interest and retaining control over (and being responsible for pursuing and bearing 

the related costs to pursue) claims retained by it pursuant to Section 2.7 and the Company 

substituting itself as the real party-in-interest and taking control of (and being responsible for 

pursuing and bearing the cost of pursuing) the remaining claims in the litigation. 

Section 4.7 Mortgage Loan Related Insurance. On the Closing Date, (a) the Initial 

Member shall cause to be assigned, to the extent assignable, all existing insurance policies in 

respect of the Underlying Collateral for each Mortgage Loan; (b) the Company shall be 

responsible for having itself substituted as loss payee on all Mortgage Loan related insurance in 

which any Failed Bank or the Initial Member is currently listed as a loss payee; and (c) the 

Company shall cause to be put into place such insurance for the Underlying Collateral with 

respect to each Mortgage Loan with respect to which the Borrower has failed to maintain 

required insurance, fire, hurricane, flood and hazard insurance with extended coverage as is 

customary in the area in which the Underlying Collateral is located and in such amounts and with 

such deductibles as, in the reasonable judgment of the Company, are prudent. Upon the 

cancellation after the Cut-Off Date of any insurance policy maintained by the Initial Member or 

any Failed Bank with respect to any Mortgage Loan and the receipt by the Company or the 

Initial Member of any refund of any premiums previously paid with respect thereto, such 

refunded amount shall inure to the benefit of the Borrowers with respect to the affected 

Mortgage Loans, and such refunded amount shall be remitted to (or retained by) the Company 

and applied as appropriate to adjust the Escrow Accounts, if any, or other records with respect to 

such affected Mortgage Loans. 

Section 4.8 Mortgage Loans with Escrow Accounts. Amounts or balances related to 

the Mortgage Loans on deposit in Escrow Accounts held or controlled by the Initial Member or 

an Existing Servicer shall be transferred to the Company on the respective Servicing Transfer 

Date. As of each Servicing Transfer Date, any negative escrow balances shall be netted against 

the amount of any positive escrow balances held in the Escrow Accounts transferred to the 

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Company. The Company agrees to assume, undertake and discharge any and all Obligations of 

the holder of the Mortgage Loans with respect to any Escrow Account and the maintenance of 

such Escrow Account and the Escrow Payments paid by or on account of the related Borrower. 

Section 4.9 [Reserved]. 

Section 4.10 Contracts for Deed. The Company agrees to comply with all Obligations 

set forth in any Contract for Deed contained in any Mortgage Loan subject to this Agreement. 

Pursuant to the provisions of Section 3.1 hereof, the Initial Member may require the Company to 

prepare and furnish special warranty deeds for the Initial Member’s approval, conveying the real 

property subject to any such contract to the Company. The costs and expenses of any title 

curative work, if required, shall constitute Pre-Approved Charges. 

Section 4.11 Acquired Property. The Company agrees to comply with all Obligations 

set forth in any Underlying Collateral Document relating to Acquired Property unless, in the 

opinion of the Company, complying with the Obligations under such Underlying Collateral 

Documents would not be in the best interest (in terms of maximizing the value of the Mortgage 

Loan) of the Company and the Initial Member. Pursuant to the provisions of Section 3.1 hereof, 

the Initial Member may require the Company to prepare and furnish special warranty deeds and 

other applicable Transfer Documents, for the Initial Member’s approval, to convey the Receiver 

Acquired Property to the Company. 

Section 4.12 Leases. The Company agrees to comply with all Obligations set forth in 

any lease related to any Mortgage Loan unless, in the opinion of the Company, complying with 

the Obligations under such lease would not be in the best interests (in terms of maximizing the 

value of the Mortgage Loan) of the Company and the Initial Member. Pursuant to the provisions 

of Section 3.1 hereof, the Initial Member may require the Company to prepare and furnish 

applicable Transfer Documents for the Initial Member’s approval and execution. 

Section 4.13 Notice to Borrowers. 

(a) The Company shall, on a timely basis in accordance with any applicable 

Laws, and pursuant to the Limited Powers of Attorney granted to it pursuant to Section 3.1(d)(i), 

prepare and transmit to each Borrower a joint “hello” and “goodbye” letter, at the Company’s 

expense, which letter shall be subject to the review and reasonable approval of the Initial 

Member. 

(b) The Company shall, on a timely basis in accordance with the Helping 

Families Save Their Home Act of 2009 (the “HFSH Act”) and any other applicable United States 

federal or state legislation or regulation, prepare and transmit to each Borrower the notice 

required by such HFSH Act and any other legislation or regulation. 

Section 4.14 Notice of Claims. The Company shall immediately notify the Initial 

Member, in accordance with the notice provisions of Section 7.4, of any claim, threatened claim 

or litigation against the Initial Member or a Failed Bank arising out of any Mortgage Loan. 

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Section 4.15 Use of the FDIC’s Name and Reservation of Statutory Powers. The 

Company shall not use or permit the use by its agents, successors or assigns of any name or 

combination of letters that is similar to “FDIC” or “Federal Deposit Insurance Corporation.” 

The Company will not represent or imply that it is affiliated with, authorized by or in any way 

related to the FDIC except that, for so long as the FDIC is a member of the Company, the 

Company may represent that fact. The Company shall be entitled to assert (and claim the benefit 

of) the statute of limitations established under 12 U.S.C. § l82l(d)(14). The Company 

acknowledges and agrees, however, that the assignment of any Mortgage Loan or Underlying 

Collateral Document pursuant to the terms of this Agreement shall not constitute the assignment 

of any other rights, powers or privileges granted to the Initial Member pursuant to the provisions 

the Federal Deposit Insurance Act, including those granted pursuant to 12 U.S.C. § 182l(d), 12 

U.S.C. § l823(e) and 12 U.S.C. § 1825, all such rights and powers being expressly reserved by 

the Initial Member; nor shall the Company assert or attempt to assert any such right, power or 

privilege in any pending or future litigation involving any Mortgage Loan transferred or 

purchased hereunder. 

Section 4.16 Prior Servicer Information. The Company acknowledges and agrees 

that the Initial Member might not have access to information from servicers of a Mortgage Loan 

prior to the appointment of the FDIC as receiver of the applicable Failed Bank and that the Initial 

Member has not requested any information not in the possession of the Initial Member or its 

servicing contractor from any prior servicer of a Mortgage Loan. The Company acknowledges 

and agrees that the Initial Member will not be required under the terms of this Agreement to 

request any information from any prior servicer. 

Section 4.17 Release of Initial Member. 

(a) Except as otherwise specifically provided in Article VI of this Agreement 

or in the LLC Operating Agreement or any other Ancillary Document, the Company hereby 

releases and forever discharges the Initial Member, the FDIC, the Failed Banks and all of their 

respective officers, directors, employees, agents, attorneys, contractors and representatives, and 

all of their respective successors, assigns (other than the Company) and Affiliates, from any and 

all claims (including any counterclaim or defensive claim), demands, causes of action, judgments 

or legal proceedings and remedies of whatever kind or nature that the Company had, has or 

might have in the future, whether known or unknown, which are related in any manner 

whatsoever to the Mortgage Loans, the servicing of the Mortgage Loans (before or after the CutOff Date) by the Initial Member, the Failed Banks or their predecessors-in-interest, the FDIC or 

any Person acting on behalf of the Initial Member, the FDIC or the Failed Banks or their 

predecessors-in-interest, or the acquisition of the Mortgage Loans (other than gross negligence or 

willful misconduct); provided, however, that nothing contained in this Section 4.17(a) shall 

constitute or be interpreted as a waiver of any express right that the Company has under this 

Agreement or any of the Ancillary Documents. 

(b) The Company agrees that it will not renew, extend, renegotiate, 

compromise, settle or release any Note or Mortgage Loan or any right of the Company founded 

upon or growing out of this Agreement, except upon payment in full thereof, unless all 

Borrowers on said Note or Mortgage Loan shall first release and discharge the FDIC, the Initial 

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Member and the applicable Failed Banks with respect to such Mortgage Loan, and their 

respective agents and assigns, other than the Company (the “Released Parties”), from all claims, 

demands and causes of action that any such Borrower may have against any such Released Party 

arising out of or resulting from any act or omission occurring prior to the date of such release. 

Article V
 

Mortgage Loans Sold “As Is” and Without Recourse
 

Section 5.1 Mortgage Loans Conveyed “As Is”. THE MORTGAGE LOANS 

(INCLUDING ANY OWNERSHIP ENTITIES AND RECEIVER ACQUIRED PROPERTY) 

ARE CONVEYED AND ASSIGNED TO THE COMPANY “AS IS” AND “WITH ALL 

FAULTS,” WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY 

WHATSOEVER, INCLUDING AS TO COLLECTABILITY, ENFORCEABILITY, VALUE 

OF COLLATERAL, ABILITY OF ANY OBLIGOR TO REPAY, CONDITION, FITNESS 

FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR FITNESS FOR A 

SPECIFIC PURPOSE, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, 

BY ANY PERSON, INCLUDING THE INITIAL MEMBER, THE FAILED BANKS OR THE 

FDIC, OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE INITIAL 

MEMBER, THE FAILED BANKS OR THE FDIC, OR ANY OF THEIR RESPECTIVE 

OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. THE INITIAL 

MEMBER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR 

REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, 

CONCERNING THE MORTGAGE LOANS, THE UNDERLYING COLLATERAL OR THE 

UNDERLYING COLLATERAL DOCUMENTS. 

Section 5.2 No Warranties or Representations with Respect to Escrow Accounts. 

Without limiting the generality of Section 5.1, the Initial Member makes no warranties or 

representations of any kind or nature as to the sufficiency of funds held in any Escrow Account 

to discharge any obligations related in any manner to an escrow obligation, as to the accuracy of 

the amount of any monies held in any Escrow Account or as to the propriety of any previous 

disbursements or payments from any Escrow Account. 

Section 5.3 No Warranties or Representations as to Amounts of Unfunded 

Principal. Without limiting the generality of Section 5.1, the Initial Member makes no 

warranties or representations of any kind or nature as to the amount of any additional or future 

advances of principal the Company may be obligated to make under the Mortgage Loan 

Documents. 

Section 5.4 Disclaimer Regarding Calculation or Adjustment of Interest on any 

Mortgage Loan. Without limiting the generality of Section 5.1, the Initial Member makes no 

warranties or representations of any kind or nature as to the accuracy of any calculation or 

adjustment of interest on any Mortgage Loan, including any adjustable rate Mortgage Loan, 

whether such calculation or adjustment is made by the FDIC, a Failed Bank, the Initial Member, 

an Existing Servicer or any Affiliate, agent or contractor of any of the foregoing, or any 

predecessor-in-interest of the Initial Member or any other party. 

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Section 5.5 No Warranties or Representations With Regard to Information. The 

Initial Member makes no warranties or representations of any kind or nature as to the 

completeness or accuracy of any information provided with respect to any Mortgage Loan. The 

Company acknowledges that, for example, and not by way of limitation, some Mortgage Loan 

Files might be missing forms or notices, or might contain incomplete or inaccurate forms or 

notices, that might be required by one or more federal or state consumer protection statutes. The 

Company’s exclusive remedies with respect to any inaccurate or incomplete information 

provided by the Initial Member are an adjustment in accordance with Section 2.4 or an option to 

repurchase under Article VI, and such exclusive remedies are available only if all other 

conditions theretofore expressed in this Agreement have been met. 

Section 5.6 Intervening or Missing Assignments. The Company acknowledges and 

agrees that the Initial Member shall have no obligation to secure or obtain any missing 

intervening Mortgage Assignment or other assignment to the Initial Member or a Failed Bank 

that is not contained in the Mortgage Loan File or among the Underlying Collateral Documents. 

Neither the absence of any intervening Mortgage Assignment or any Mortgage Assignment to 

the Initial Member, the FDIC or a Failed Bank, nor the existence of any Lien on the Mortgage 

Loan or its Underlying Collateral, nor any defect in the Lien or priority of the Initial Member’s 

or the applicable Failed Bank’s security interest in the Underlying Collateral shall give rise to 

any claim for re-purchase under Article VI. The Company shall bear all responsibility and 

expense of securing from the appropriate source any intervening Mortgage Assignment or any 

other assignment to the Initial Member, the FDIC or a Failed Bank that might be missing from 

the Underlying Collateral Documents, but the costs thereof shall constitute Pre-Approved 

Charges for purposes of the Custodial and Paying Agency Agreement. 

Section 5.7 No Warranties or Representations as to Documents. The Initial 

Member makes no warranties or representations of any kind or nature as to the effectiveness or 

enforceability in any Foreign Jurisdiction of this Agreement or any other document or instrument 

delivered or prepared in connection herewith, whether or not prepared and executed in the forms 

provided herewith, all of such forms being provided for reference only. 

Article VI
 

Repurchase by the Initial Member at the Company’s Option
 

Section 6.1 Repurchases at Company’s Option. The Company may, at its option, 

and upon satisfaction of the procedures and other requirements set forth below, require the Initial 

Member to repurchase a Mortgage Loan, if, and only if, (x) prior to the Closing Date, one of the 

events described in Section 6.1(a) through (h) has occurred or (y) after the Closing Date, there is 

issued by a court of competent jurisdiction with respect to such Mortgage Loan a final, nonappealable order or judgment or there is entered into, with the consent of the Initial Member, a 

final settlement of any claim, action or litigation (the “Order”) that requires the assignment and 

transfer of such Mortgage Loan back to the Initial Member (unless the Initial Member has agreed 

in writing that no appeal need be taken). IN NO EVENT SHALL THE OCCURRENCE OF 

ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE A MORTGAGE LOAN 

HEREUNDER BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE 

PART OF THE INITIAL MEMBER, THE FDIC OR THE FAILED BANKS OR ANY 

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PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR 

RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, 

EVEN IF IT IS SHOWN THAT THE INITIAL MEMBER, THE FDIC OR THE FAILED 

BANKS OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR 

ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS 

OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY 

FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH 

EVENT OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES 

RESULTING THEREFROM. 

(a) The Borrower had been discharged in a no asset bankruptcy proceeding, 

there is no Underlying Collateral securing such Mortgage Loan and out of which such Mortgage 

Loan may be satisfied, and all guarantors or sureties of the Note, if any, or the obligations 

contained therein, have similarly been discharged in no asset bankruptcies. 

(b) A court of competent jurisdiction had entered a final, non-appealable 

judgment or order (unless the Initial Member has agreed in writing that no appeal need be taken 

other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower 

nor any Obligors, sureties or other obligors owe an enforceable obligation to pay the holder of 

the Note or its assignees. 

(c) The Initial Member or the applicable Failed Bank had executed and 

delivered to the Borrower a release of liability from all obligations under the Note. 

(d) A title defect exists in connection with the property that is the subject of a 

Contract for Deed, which title defect requires a prior order or judgment of a court to enable the 

Company to convey title to such property in accordance with the terms and conditions set forth 

in the Contract for Deed. 

(e) The Initial Member is not the owner of the Mortgage Loan and such is not 

curable by the Initial Member so as to permit ownership of the Mortgage Loan to be transferred 

to the Company. 

(f) There exists Environmental Hazards, in which case the Company’s 

recourse with respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of 

Environmental Hazards not being disclosed in the Mortgage Loan, Mortgage Loan File or other 

material provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such 

Mortgage Loan having an Adjusted Cut-Off Date Unpaid Principal Balance greater than 

$250,000.00; and (iii) the Company delivering, along with the notice required by Section 6.2, the 

following, each of which must be satisfactory in form and substance to the Initial Member in its 

discretion: 

(i) A Phase I environmental assessment, from a qualified and 

reputable firm, of the Mortgaged Property securing the Mortgage Loan; and 

(ii) A Phase II environmental assessment or lead-based paint survey of 

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such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm 

(A) the existence of Environmental Hazards on such Underlying Collateral and (B) that the 

regulator is likely to require such remediation; and, 

(iii) written certification of the Company under penalty of perjury that 

no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings 

or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Mortgage Loan. 

(g) The Initial Member or the applicable Failed Bank, or their respective 

officers, directors or employees, fraudulently caused the Borrower to receive less than all of the 

proceeds and benefits of a Note. The Company’s recourse with respect to this Section 6.1(g) 

shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, 

written evidence of such fraud, which evidence must be satisfactory in form and substance to the 

Initial Member in its discretion. 

(h) There is instituted after the Cut-Off Date any Action that (i) is asserted by 

more than one Borrower and any Affiliates (with multiple Borrowers with respect to Mortgage 

Loans secured by the same Underlying Collateral being considered a single Borrower for 

purposes of this Section) with respect to more than one Mortgage Loan (with multiple Mortgage 

Loans secured by the same Underlying Collateral being considered a single Mortgage Loan for 

purposes of this Section), (ii) includes allegations of fraud on the part of the Initial Member or 

the applicable Failed Bank in connection with the Initial Member’s or the Failed Bank’s 

origination of such Mortgage Loans and (iii) names the Initial Member or any Failed Bank as a 

defendant and that asserts liability on the part of the Initial Member or any Failed Bank for 

which the Company is not liable as assignee, as a matter of law, with respect to such Mortgage 

Loans. 

Section 6.2 Notice to Initial Member. The Company shall notify the Initial Member 

of each Mortgage Loan with respect to which the Company seeks to exercise its rights under 

Section 6.1. Such notice shall be on the Company’s letterhead and include the following 

information: (a) the Company’s tax identification number, (b) the Company’s wire transfer 

instructions, (c) the loan number and other identifying information related to the Mortgage Loan, 

(d) the subsection of Section 6.1 under which the Company is seeking to require the Initial 

Member to repurchase the Mortgage Loan, (e) a summary of the reasons the Company believes 

that the Mortgage Loan should be repurchased by the Initial Member and (f) a certification by 

the Company that the request for repurchase is being submitted in good faith and is complete and 

accurate in all respects to the best of the Company’s knowledge. The notice shall be 

accompanied by evidence supporting the basis for the Initial Member’s repurchase of such 

Mortgage Loan. Promptly upon request by the Initial Member, the Company shall supply the 

Initial Member with any additional evidence that the Initial Member may reasonably request. 

The Initial Member shall have no obligation to repurchase any Mortgage Loan pursuant to this 

Article VI for which notice and all supporting evidence reasonably required by the Initial 

Member have not been received by the Initial Member at the addresses specified in Article VII 

no later than the first Business Day after the expiration of (x) in the case of any purchase demand 

pursuant to Section 6.1(a) through (h), 180 calendar days after the Closing Date, or in the case of 

a Contract for Deed, the first Business Day after the expiration of 360 calendar days after the 

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Closing Date, and (y) in the case of any purchase demand with respect to the issuance of an 

Order, thirty (30) days after the issuance of the Order. 

Section 6.3 Re-delivery of Notes, Files and Documents. For any Mortgage Loan 

that qualifies for re-purchase under this Article, the Company shall: (a) re-endorse and deliver 

the Note to the Initial Member (or its designee); (b) assign all Underlying Collateral Documents 

associated with such Mortgage Loan and reconvey any real property subject to a Contract for 

Deed or any related Receiver Acquired Property or Company Acquired Property, together with 

such other documents or instruments as shall be necessary or appropriate to convey the Mortgage 

Loan (including any related Receiver Acquired Property or Company Acquired Property) back to 

the Initial Member (or its designee); (c) deliver to the Initial Member (or its designee) the 

Mortgage Loan File, along with any additional records compiled or accumulated by the 

Company pertaining to the Mortgage Loan; (d) take such actions as are necessary to transfer 

from the Company to the Initial Member any litigation or bankruptcy action involving the 

subject Mortgage Loan, including substituting the duties of the Company for the Initial Member 

and the Initial Member for the Company, and with respect to the Affidavit and Assignment of 

Claim, the form of which is attached to this Agreement as Attachment C, substituting the duties 

of the Assignor (as defined therein) for the Assignee (as defined therein) and the Assignee for the 

Assignor; and (e) deliver to the Initial Member (or its designee) a certification, notarized and 

executed under penalty of perjury by a duly authorized representative of the Company, certifying 

that as of the date of purchase by the Initial Member none of the conditions relieving the Initial 

Member of its obligation to purchase the Mortgage Loan as specified in Section 6.4 has 

occurred. The documents evidencing the conveyance of the Mortgage Loan to the Initial 

Member shall be substantially the same as those executed pursuant to Article III of this 

Agreement to convey the Mortgage Loan to the Company. In all cases in which the Company 

recorded or filed among public records any document or instrument evidencing a transfer of the 

Mortgage Loan to the Company, the Company shall cause to be recorded or filed among such 

records a similar document or instrument evidencing the conveyance of the Mortgage Loan to 

the Initial Member. Upon compliance by the Company with the provisions hereof, the Initial 

Member shall pay to the Company the Repurchase Price, and such Repurchase Price shall 

constitute Mortgage Loan Proceeds for purposes of the Custodial and Paying Agency 

Agreement. 

Section 6.4 Waiver of Company’s Repurchase Option. The Initial Member will be 

relieved of its obligation to purchase any Mortgage Loan for any reason set forth in Section 6.1 if 

the Company: (a) modifies any of the terms of the Mortgage Loan (including the terms of any 

Underlying Collateral Document or Contract for Deed); (b) exercises forbearance with respect to 

any scheduled payment on the Mortgage Loan; (c) accepts or executes new or modified lease 

documents; (d) sells, assigns or transfers the Mortgage Loan or any interest therein; (e) fails to 

comply with the LLC Operating Agreement in the maintenance, collection, servicing and 

preservation of the Mortgage Loan, including delinquency prevention, collection procedures and 

protection of collateral as warranted; (f) initiates any litigation in connection with the Mortgage 

Loan or the Mortgaged Property securing the Mortgage Loan other than litigation to force 

payment or to realize on the Underlying Collateral securing the Mortgage Loan; (g) completes 

any action with respect to foreclosure on, or accepts a deed-in-lieu of foreclosure for any 

Underlying Collateral securing the Mortgage Loan; (h) causes, by action or inaction, the priority 

29 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
of title to the Mortgage Loan, Mortgaged Property and other security for the Mortgage Loan to 

be less than that conveyed by the Initial Member; (i) causes, by action or inaction, the security 

for the Mortgage Loan to be different than that conveyed by the Initial Member, except as might 

be required by the terms of the Underlying Collateral Documents; (j) causes, by action or 

inaction, a claim of third parties to arise against the Company that, as a result of purchase under 

this Agreement, might be asserted against the Initial Member; (k) causes to arise, by action or 

inaction, a Lien of any nature to encumber the Mortgage Loan; (l) is the Borrower or any 

Affiliate thereof under such Mortgage Loan; or (m) makes any disbursement of principal or 

otherwise incrementally funds any Mortgage Loan. 

Article VII 

Notices 

Section 7.1 Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be in writing and shall be given by certified or registered mail, postage prepaid, 

delivered by hand or by nationally recognized air courier service, or sent via electronic mail 

followed up by a hard copy of such notice, in any case directed to the address of such Person as 

set forth in the applicable Section of this Article VII. Any such notice shall become effective 

when received (or when receipt is refused) by the addressee, provided that any notice or 

communication that is received (or refused) other than during regular business hours of the 

recipient shall be deemed to have been given at the opening of business on the next Business 

Day of the recipient. From time to time, any Person may designate a new address for purposes 

of notice hereunder by notice to such effect to the other Persons identified in this Article VII. 

Section 7.2 Article VI Notice. Any notice, request, demand or other communication 

required or permitted to be given to the Initial Member pursuant to the provisions of Article VI 

shall be delivered to: 

Initial Member: Manager, Capital Markets & Resolutions 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email Address: RMalami@fdic.gov 

with a copy to: Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, VA 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

30 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
	 
 


 


 


 


 

	 
 


 


 


 


 


 

	 

	 

	 

Section 7.3 Transfer Documents. For purposes of designating the Custodian as the 

return addressee on Transfer Documents, the following address shall be used: 

Custodian:	 Wells Fargo Bank, NA
 

9062 Old Annapolis Road
 

Columbia, Maryland 21045
 

Attention: Client Services Manager
 

Reference: Multibank 2010-1 SFR Venture, LLC
 

Section 7.4 All Other Notices. Any notice, request, demand or other communication 

required or permitted to be given pursuant to any provision of this Agreement and that is not 

governed by the provisions of Section 7.2 or 7.3 shall be delivered to: 

Company before Closing:	 Manager, Capital Markets & Resolutions
 

c/o Federal Deposit Insurance Corporation
 

550 17th Street, NW (Room F-7014)
 

Washington, D.C. 20429-0002
 

Attention: RMalami@fdic.gov
 

Email Address: RMalami@fdic.gov
 

with a copy to:	 Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, VA 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

Company after Closing:	 MULTIBANK 2010-1 SFR VENTURE, LLC 

5032 Parkway Plaza Blvd. 

Charlotte, NC 28217 

Attention: Shaun Ahmad 

Email Address: Shaun.Ahmad@RoundPointMortgage.com 

with a copy to:	 RoundPoint Mortgage Servicing Corporation 

5032 Parkway Plaza Blvd. 

Charlotte, NC 28217 

Attention: Peter Schancupp 

Email Address: Peter.Schancupp@RoundPointMortgage.com 

31 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
	 
 


 


 


 


 


 

	 


 


 

Initial Member:	 Manager, Capital Markets & Resolutions
 

c/o Federal Deposit Insurance Corporation
 

550 17th Street, NW (Room F-7014)
 

Washington, D.C. 20429-0002
 

Attention: Ralph Malami
 

Email Address: RMalami@fdic.gov
 

with a copy to:	 Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

Article VIII
 

Miscellaneous Provisions
 

Section 8.1 Severability. Any provision of this Agreement that is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (a) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (b) without limitation of clause (a), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (c) without limitation of clauses (a) 

or (b), such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (p) modify such provision (including without limitation, 

to the extent applicable, by limiting the duration or scope of such provision and/or the Persons 

against whom, and/or the circumstances under which, such provision shall be effective in such 

jurisdiction) for purposes of such proceeding to the minimum extent necessary so that such 

provision, as so modified, may then be enforced in such proceeding and (q) enforce such 

provision, as so modified pursuant to clause (p), in such proceeding. Nothing in this Section is 

intended to, or shall, limit (x) the ability of any party to this Agreement to appeal any court 

ruling or the effect of any favorable ruling on appeal or (y) the intended effect of Section 8.2. 

Section 8.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY 

AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW, BUT IF FEDERAL LAW 

DOES NOT PROVIDE A RULE OF DECISION, IT SHALL BE GOVERNED BY AND 

32 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, 

EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER 

THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW 

OF ANOTHER JURISDICTION. NOTHING IN THIS AGREEMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 8.3 Cost, Fees and Expenses. Except as otherwise provided herein, each 

party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or 

incidental to the matters contained in this Agreement, including fees and disbursements to its 

accountants, brokers, financial advisors and counsel. 

Section 8.4 Waiver; Amendment and Assignment. 

(a) No provision of this Agreement may be amended or waived except in 

writing executed by all of the parties to this Agreement. This Agreement and the terms, 

covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof shall be 

binding upon, and shall inure to the benefit of the undersigned parties and their respective heirs, 

executors, administrators, representatives, successors and permitted assigns, and no other Person 

or Persons (including Borrowers or any co-lender or other Person with any interest in or liability 

under any of the Mortgage Loans) shall have any rights or remedies under or by reason of this 

Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned 

without the express prior written consent of the Initial Member and any attempted assignment 

without such consent shall be void ab initio. 

(b) Notwithstanding anything to contrary contained elsewhere in this Agreement 

(including the foregoing Section 8.4(a)) or in any Ancillary Document, in order to facilitate the 

possible restructuring and sale of the Purchase Money Note, the FDIC, without the consent of the 

Private Owner or the Company, may at any time that the FDIC is the holder of 100 percent of the 

Purchase Money Note or beneficial interest therein cause the Company to replace or reissue such 

Purchase Money Note (or any promissory note reissued in respect thereof) and make related 

changes, modifications or amendments to this Agreement and the Ancillary Documents as 

permitted therein; provided, however, that (i) the outstanding principal amount of such 

replacement or reissued Purchase Money Note at the time of its replacement or reissuance shall 

equal (1) the outstanding principal amount of such Purchase Money Note minus (2) the aggregate 

amount paid to the holders of the Purchase Money Note pursuant to the Custodial and Paying 

Agency Agreement and (ii) no modification contained in such replacement or reissued Purchase 

Money Note shall adversely affect in any material respect (A) the amount or timing of any 

payments or distributions to the Private Owner or any permitted successor or assign pursuant to 

the Priority of Payments, or (B) any other rights or obligations of, or the need for any advances, 

contributions or payments from, the Private Owner or its Affiliates or any permitted successor or 

assign pursuant to this Agreement or any Ancillary Document or otherwise. Prior to effecting 

any such changes, amendments or modifications, the FDIC shall notify each of the Private 

Owner and the Company of any such contemplated changes, amendments or modifications, and 

the Private Owner and the Company agree that they will cooperate in good faith with the FDIC 

in effecting all such changes, amendments or modifications. 

33 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
Section 8.5 No Presumption. This Agreement shall be construed fairly as to each 

party hereto and, if at any time any such term or condition is desired or required to be interpreted 

or construed, no consideration shall be given to the issue of who actually prepared, drafted or 

requested any term or condition of this Agreement or any agreement or instrument subject 

hereto. 

Section 8.6 Entire Agreement. This Agreement and the Ancillary Documents 

contain the entire agreement between the Initial Member and the Company and its Affiliates with 

respect to the subject matter hereof and supersede any and all other prior agreements, whether 

oral or written provided that any Confidentiality Agreement between the FDIC and the Private 

Owner or any Affiliates of the Private Owner (including by way of joinder) with respect to the 

transaction that is the subject of this Agreement and the Ancillary Documents shall remain in full 

force and effect to the extent provided therein, except that the Company’s rights under Article VI 

shall not be deemed a repurchase option for purposes of Section 2 of any such Confidentiality 

Agreement. In the event of a conflict between the terms of this Agreement and the terms of any 

Transfer Document or other document or instrument executed in connection herewith or in 

connection with the transactions contemplated hereby, including any translation into a foreign 

language of this Agreement for the purpose of any Transfer Document, or any other document or 

instrument executed in connection herewith which is prepared for notarization, filing or any 

other purpose, the terms of this Agreement shall control, and furthermore, the terms of this 

Agreement shall in no way be or be deemed to be amended, modified or otherwise affected in 

any manner by the terms of such Transfer Document or other document or instrument. 

Section 8.7 Jurisdiction; Venue and Service. 

(a) The Company, on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Ancillary Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum (other than the court in which the Initial Member files the 

action, suit or proceeding) without the consent of the Initial Member; 

(B) assert that venue is improper in either the United States 

District Court for the Southern District of New York or the United States District Court for the 

District of Columbia; or 

34 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York, County of New York, for any suit, action or proceeding against it or any of its 

Affiliates commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Ancillary Document (other than the LLC Operating Agreement), and waives 

any right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of the Initial Member); 

(B) assert that venue is improper in the Supreme Court of the 

State of New York, County of New York; or 

(C) assert that the Supreme Court of the State of New York, 

County of New York, is an inconvenient forum; 

(iii) agrees to bring any suit, action or proceeding by the Company, or 

its Affiliate against the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Ancillary Document, in only the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia, and waives 

any right to remove or transfer such suit, action or proceeding to any other court or disputeresolution forum without the consent of the Initial Member, and agrees to consent thereafter to 

transfer of the suit, action or proceeding to either the United States District Court for the 

Southern District of New York or the United States District Court for the District of Columbia at 

the option of the Initial Member; and 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 8.7(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court of the State of New York, County of 

New York, and waives any right to remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of the Initial Member. 

(b) Each of the Private Owner and the Company, on behalf of itself and its 

Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against 

it in any suit, action or proceeding falling within Section 8.7(a) may be enforced in any court of 

competent jurisdiction; 

(c) Subject to the provisions of Section 8.7(d), each of the Private Owner and 

the Company, on behalf of itself and its Affiliates, and the Initial Member hereby irrevocably 

and unconditionally agrees that service of all writs, process and summonses in any suit, action or 

proceeding pursuant to Section 8.7(a) or Section 8.7(b) may be effected by the mailing of copies 

thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to 

35 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
Sections 7.1 and 7.4 (with copies to such other Persons as specified therein); provided, however, 

that nothing contained in this Section 8.7(c) shall affect the right of any party to serve process in 

any other manner permitted by Law; and 

(d) Nothing in this Section 8.7 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 8.7(a)(iii) and Section 8.7(a)(iv), 

or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to 

any suit, action, or proceeding against it in any forum. 

Section 8.8 Waiver of Jury Trial. EACH OF THE COMPANY, FOR ITSELF AND 

ITS AFFILIATES, AND THE INITIAL MEMBER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

Section 8.9 Counterparts; Facsimile Signatures. This Agreement may be executed 

in two (2) or more counterparts, each of which shall be deemed an original but all of which 

together shall constitute but one and the same agreement. This Agreement and any amendments 

hereto, to the extent signed and delivered by facsimile or other electronic means, shall be treated 

in all manner and respects as an original agreement and shall be considered to have the same 

binding legal effect as if it were the original signed version thereof delivered in person. No 

signatory to this Agreement shall raise the use of a facsimile machine or other electronic means 

to deliver a signature or the fact that any signature or agreement was transmitted or 

communicated through the use of a facsimile machine or other electronic means as a defense to 

the formation or enforceability of a contract and each such Person forever waives any such 

defense. 

Section 8.10 Headings. Article, section or paragraph titles or captions contained in this 

Agreement are inserted only as a matter of convenience and for reference and in no way define, 

limit, extend or describe the scope of this Agreement or the intent of any provisions hereof. All 

article, section and paragraph references contained in this Agreement shall refer to articles, 

sections and paragraphs in this Agreement unless otherwise specified. 

Section 8.11 Compliance with Law. Except as otherwise specifically provided in this 

Agreement, each party to this Agreement shall, at its own cost and expense, obey and comply 

with all Laws, as they may pertain to such party’s performance of its obligations hereunder. 

Section 8.12 Right to Specific Performance. THE COMPANY HEREBY 

ACKNOWLEDGES AND AGREES THAT THE DAMAGES TO BE INCURRED BY THE 

INITIAL MEMBER AS A RESULT OF THE COMPANY’S BREACH OF THIS 

AGREEMENT WILL BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN, THAT 

DAMAGES WILL NOT BE AN ADEQUATE REMEDY AND THAT ANY BREACH OR 

THREATENED BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT BY THE 

COMPANY MAY CAUSE IMMEDIATE IRREPARABLE HARM FOR WHICH THERE 

MAY BE NO ADEQUATE REMEDY AT LAW. ACCORDINGLY, THE PARTIES AGREE 

36 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
THAT, IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, THE 

INITIAL MEMBER SHALL BE ENTITLED TO (I) IMMEDIATE AND PERMANENT 

EQUITABLE RELIEF (INCLUDING INJUNCTIVE RELIEF AND SPECIFIC 

PERFORMANCE OF THE PROVISIONS OF THIS AGREEMENT) FROM A COURT OF 

COMPETENT JURISDICTION (IN ADDITION TO ANY OTHER REMEDY TO WHICH IT 

MAY BE ENTITLED AT LAW OR IN EQUITY), AND (II) SOLELY IN THE CASE OF A 

BREACH OF SECTION 4.15 HEREOF, LIQUIDATED DAMAGES IN THE AMOUNT OF 

$25,000 FOR EACH BREACH OF SUCH SECTION. THE PARTIES AGREE AND 

STIPULATE THAT THE INITIAL MEMBER SHALL BE ENTITLED TO EQUITABLE 

(INCLUDING INJUNCTIVE) RELIEF WITHOUT POSTING A BOND OR OTHER 

SECURITY, AND THE COMPANY FURTHER WAIVES ANY DEFENSE IN ANY SUCH 

ACTION FOR SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF THAT A REMEDY 

AT LAW WOULD BE ADEQUATE AND ANY REQUIREMENT UNDER LAW TO POST 

SECURITY AS A PREREQUISITE TO OBTAINING EQUITABLE RELIEF. NOTHING 

CONTAINED IN THIS SECTION SHALL LIMIT EITHER PARTY’S RIGHT TO ANY 

REMEDIES AT LAW, INCLUDING THE RECOVERY OF DAMAGES FOR BREACH OF 

THIS AGREEMENT. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

37 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

as ofthe day and year first above written. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS SEPARATE 

CAPACITIES AS RECEIVER FOR EACH OF 

THE FAILED BANKS. as Initial Member 

By: 

MULTIBANK 2010-1 SFR VENTURE, LLC 

By: 	 Federdl Deposit Insurance Corporation, in 

its separate capacities as receiver for each 

ofthe Failed Banks, as Sole Member and 

Manager 

By: 

arne: Ralph Malami 

Title: Attorney-in-Fact 

FDIC SFR 2010-1 

Mortgage Lean Contribution and Sale Agreement 

Pool Nos. 24020 and 2402 I 
ATTACHMENT A 


to 


Mortgage Loan Contribution and Sale Agreement 


MORTGAGE LOAN SCHEDULE 

OMITTED 


FDIC- SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
ATTACHMENT B 


to 


Mortgage Loan Contribution and Sale Agreement 


MORTGAGELOANVALUESCHEDULE 


OMITTED 


FDIC- SFR2010-l 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

 


 


 


 

ATTACHMENT C

to
 

Mortgage Loan Contribution and Sale Agreement
 

(For use with Mortgage Loans in Bankruptcy)
 

(Note to Preparer: When preparing the actual Affidavit and Assignment, delete this instruction 

and the reference to Attachment C above.) 

State of 

County of 

§ 

§ 

§ 

AFFIDAVIT AND ASSIGNMENT OF CLAIM 

The undersigned, being first duly sworn, deposes and states as follows: 

Federal Deposit Insurance Corporation as Receiver for ___________________ 

(“Assignor”), acting by and through its duly authorized officers and agents, for good and 

valuable consideration, the receipt and sufficiency of which are hereby acknowledged does 

hereby sell, transfer, assign and set over to MULTIBANK 2010-1 SFR VENTURE, LLC, a 

Delaware limited liability company (“Assignee”) of 5032 Parkway Plaza Blvd., Charlotte, NC 

28217 and his/her/its successors and assigns, all of the Assignor’s interest in any claim in the 

bankruptcy case commenced by or against {insert Obligor’s name} (“Obligor”) in the 

{insert appropriate U. S. Bankruptcy Court, including the district of the court, such as for the 

Western District of Texas, being designated as Case Number {insert docket number assigned 

case} (“Bankruptcy Claim”), or such part of said Claim as is based on the promissory note of 

{insert the names of the makers of the note exactly as they appear on the note}, dated {insert the 

date the note was made}, and made payable to {insert the name of the payee on the note exactly 

as it appears on the note}, provided, however, that this assignment is made pursuant to the terms 

and conditions as set forth in that certain Mortgage Loan Contribution and Sale Agreement 

between the Assignor and the Assignee dated April 1, 2010 (the “Agreement”). 

For purposes of Rule 3001 of the Federal Rules of Bankruptcy Procedure (“Bankruptcy 

Rule 3001”), this assignment and affidavit represent the unconditional transfer of the Bankruptcy 

Claim or such part of the Claim as is based on the promissory note or notes above and shall 

constitute the statement of the transferor acknowledging the transfer and stating the consideration 

therefore as required by Bankruptcy Rule 3001. 

This transfer was not for the purpose of the enhancement of any claim in a pending 

bankruptcy. The transfer of the debt was pursuant to the Agreement, through which numerous 

debts were sold; no specific amount of the total consideration was assigned to the debt that forms 

the basis of claim. 

This assignment also shall evidence the unconditional transfer of the Assignor’s interest 

in any security held for the claim. 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
_________________________________ 


 


 


 


 


 

IN WITNESS WHEREOF, the Assignor has caused this Affidavit and Assignment of 

Claim to be executed this __ day of , . 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

By:
 

Name:
 

Title: Attorney-in-Fact
 

ACKNOWLEDGMENT 

STATE OF § 

§ 

COUNTY OF § 

Before me, the undersigned authority, a Notary Public in and for the county and state 

aforesaid, on this day personally appeared ______________________________, known to me 

to be the person whose name is subscribed to the foregoing instrument, as Attorney-in-Fact of 

the Federal Deposit Insurance Corporation as Receiver for _______________________, acting 

in the capacity stated above, and acknowledged to me that s/he executed the same as the act of 

the Federal Deposit Insurance Corporation as Receiver for ___________________________, for 

the purposes and consideration therein expressed, and in the capacity therein stated. 

Given under my hand and seal of office on this the day of , ____. 

Notary Public
 

[SEAL] My Commission expires:
 

2 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
__________________________________ 


 


 


 


 


 


 


 


 


 


 


 


 


 

ATTACHMENT D
 

to
 

Mortgage Loan Contribution and Sale Agreement
 

(Note to Preparer: When preparing an actual Allonge, delete this instruction and the reference 

to Attachment D above.) 

ALLONGE 

THIS ALLONGE IS TO BE ATTACHED TO AND MADE AN INTEGRAL PART of 

the following instrument: 

Note [Insert proper name of Note]
 

Dated: [Insert Date of Execution of Note]
 

Payable by _______________________ [Insert Name of Borrower], a _______________
 

[Insert State of Formation] [Kind of Entity] [If known]
 

Payable to the Order of: [Insert name of Original Payee]
 

Original Principal Amount: ____________________ Dollars [Insert Original Principal
 

Amount in words] ($____________________) [Insert amount in numerals.]
 

PAY TO THE ORDER OF MULTIBANK 2010-1 SFR VENTURE, LLC, A 

DELAWARE LIMITED LIABILITY COMPANY, WITHOUT RECOURSE AND 

WITHOUT REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR BY 

OPERATION OF LAW, OF ANY KIND AND NATURE WHATSOEVER. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

By:
 

Name:
 

Title: Attorney in Fact
 

Dated as of ________________, 2010 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

 


 


 

ATTACHMENT E

to
 

Mortgage Loan Contribution and Sale Agreement
 

(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference 

to Attachment E above.) 

STATE OF § 

§ 

COUNTY OF § 

ASSIGNMENT AND LOST INSTRUMENT AFFIDAVIT 

Before me, the undersigned authority, personally appeared _______________________, 

who upon being duly cautioned and sworn, deposes and says, to the best of his/her knowledge, as 

follows: 

1. That s/he is the _____________ for the Federal Deposit Insurance Corporation as 

Receiver for ______________________________________, whose address is 550 17th Street 

NW, Washington, DC 20429 (the “Initial Member”). 

2. That at the time of the preparation of transfer to MULTIBANK 2010-1 SFR 

VENTURE, LLC, a Delaware limited liability company (the “Company”), the Initial Member 

was the owner of that certain loan, obligation or interest in a loan or obligation evidenced by a 

promissory note, evidencing an indebtedness or evidencing rights in an indebtedness (the 

“Instrument”), as follows: 

Loan Number: 

Name of Maker: 

Original Principal Balance: 

Date of Instrument: 

3. That the original Instrument has been lost or misplaced. The Instrument was not 

where it was assumed to be, and a search to locate the Instrument was undertaken, without 

results. Prior to the transfer to the Company the Instrument had not been assigned, transferred, 

pledged or hypothecated. 

4. That if the Initial Member subsequently locates the Instrument, the Initial Member 

shall use reasonable efforts to provide written notice to the Company and deliver and endorse the 

Instrument to the Company in accordance with written instructions received from the Company 

(or such other party designated in writing by the Company). 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
______________________________________ 


 


 


 


 


 

5. That the purpose of this affidavit is to establish such facts. This affidavit shall not 

confer any rights or benefits, causes or claims, representations or warranties (including, without 

limitation, regarding ownership or title to the Instrument or the obligations evidenced thereby) 

upon the Company, its successors or assigns. All such rights, benefits, causes or claims, 

representations and warranties (if any) shall be as set forth in the Mortgage Loan Contribution 

and Sale Agreement between the Company and the Initial Member dated as of April 1, 2010 (the 

“Contribution Agreement”). 

6. That pursuant to the terms and conditions of the Contribution Agreement, the 

Instrument (including, without limitation, any and all rights the Initial Member might have to 

enforce payment and performance of the Instrument, including any rights under Section 3-309 of 

the Uniform Commercial Code) is hereby assigned effective as of the date hereof, without 

recourse, representation or warranty, to the Company. A copy of the Instrument is attached to 

this affidavit, if available. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

By:
 

Name:
 

Title: Attorney-in-Fact
 

Signed and sworn to before me this day of , 2010. 

Notary Public
 

[SEAL] My Commission expires:
 

FDIC – Mortgage Loan Contribution and Sale Agreement 

FDIC - SFR 2010-1 

Pool Nos. 24020 and 24021 

 


 


 


 


 


 

ATTACHMENT F-1
 

to
 

Mortgage Loan Contribution and Sale Agreement
 

Upon recordation, return to: 

[Insert name and address of Person to whom recorded original Assignment is to be returned. 

Note to preparer, delete this instruction upon completion of documentation and prior to 

submission for execution.] 

Name: 

Address: 

Tax Map No. or Tax Parcel Identification No.: ____________________
 

[Insert if local recording office requires.] [Note to preparer, delete the instruction upon
 

completion of documentation and prior to submission for execution.]
 

ASSIGNMENT OF REAL ESTATE MORTGAGE 

(Book _____, Page ____) 

KNOW ALL MEN BY THESE PRESENTS: 

THAT, THE FEDERAL DEPOSIT INSURANCE CORPORATION (acting in any 

capacity, the “FDIC”) AS RECEIVER FOR _____________________, at 550 17th Street, NW, 

Washington, D.C. 20429-0002 (hereinafter referred to as “Assignor” or “Grantor”), for value 

received, does by these presents, grant, bargain, sell, assign, transfer and set over to the 

MULTIBANK 2010-1 SFR VENTURE, LLC, a Delaware limited liability company, its 

successors and assigns (hereinafter referred to as “Assignee” or “Grantee”), at 5032 Parkway 

Plaza Blvd., Charlotte, NC 28217, all right, title and interest in and to that certain: 

Note and Real Estate Mortgage, each dated [Insert Date], executed by [Insert Name of 

Borrower], a [Insert Kind of Entity] (the “Grantor”), each being in the original principal 

sum of [Write out amount] and /100 Dollars ($[Insert Numerals]) and which Note 

was made payable to [Insert name of original lender] and which Mortgage was recorded 

on [Insert Date], in Book _____, Page _____ with the [Register of Deeds, [Insert] 

County, State of [Insert]] (“Register’s Office”). 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
[Insert the following paragraph only if original real estate mortgage was originated by 

and executed in favor of another lender and then transferred to the applicable Failed 

Bank. Note to preparer, delete this instruction upon completion of documentation and 

prior to submission for execution: 

Such Note and Mortgage were assigned by [Name of original lender] to [Insert Name of 

Failed Bank] pursuant to that certain Assignment of Real Estate Mortgage dated [Insert 

Date] and recorded on [Insert Date] in Book _____, Page _____ in the Register’s Office 

(“Assignment”).] 

[Insert the following paragraph only if the Real Estate Mortgage was modified or 

amended and a document was recorded to reflect the modification and amendment. Note 

to preparer, delete this instruction upon completion of documentation and prior to 

submission for execution: 

Such Note and Real Estate Mortgage were modified pursuant to that certain [Insert 

Correct Name of Document, e.g., Modification and Ratification of Note and Real Estate 

Mortgage Agreement] dated [Insert Date] and recorded on [Insert Date] in Book _____, 

Page _____ in the Register’s Office (“Modification”).] 

The Mortgage, as such may have been assigned and modified, covers the following described 

property: 

SEE ATTACHED EXHIBIT A 

TO HAVE AND TO HOLD the same unto said MULTIBANK 2010-1 SFR 

VENTURE, LLC, ITS SUCCESSORS AND ASSIGNS. 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR 

WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY THE FDIC AS 

RECEIVER FOR [INSERT NAME OF FAILED BANK] OR IN ITS CORPORATE 

CAPACITY. THE LOAN IS CONVEYED “AS IS” AND “WITH ALL FAULTS,” WITHOUT 

ANY REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING AS TO 

COLLECTABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY 

OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, BY ANY 

PERSON, INCLUDING THE FDIC OR ITS OFFICERS EMPLOYEES, AGENTS OR 

CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

2 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
_______________________________ 

____________________________________ 


 


 

IN WITNESS WHEREOF, FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR __________________ has caused this instrument to be executed this ______ 

day of _________, 2010, effective as of the ________ day of ________________, 2010. 

ASSIGNOR: 

Signed, sealed and delivered FEDERAL DEPOSIT INSURANCE 

in the presence of: CORPORATION AS RECEIVER FOR 

ATTEST: By: ___________________________________ 

Print Name:__________________________ Name: _________________________________ 

Title:_______________________________ Title: Attorney-in-Fact 

____________________________________ SEAL 

Witness #1 

Print Name:__________________________ 

Witness #2
 

Print Name:__________________________
 

Note: State law has various execution requirements, including attestations or witnesses or both. 

Preparer delete foregoing note once local requirements are determined. 

3 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
____________________________________ 

ACKNOWLEDGMENT 

[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form of Acknowledgement prior to execution. Use only one of the two 

acknowledgements: this designation or the California form.] 

STATE OF ____________________ ) 

) SS: 

COUNTY OF __________________ ) 

On this ______ day of _______________, 2010, before me personally appeared 

___________________, known to me or proved to me on the basis of satisfactory evidence to be 

the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name of Notary:______________________ 

My commission expires:________________ 

4 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
[CALIFORNIA FORM OF ACKNOWLEDGMENT] Note to Preparer, delete the 

designation, California Form of Acknowledgement prior to execution if you using this 

acknowledgement. Use only one of the two acknowledgements: this designation or the Universal 

form.] 

STATE OF CALIFORNIA 

COUNTY OF __________________ 

) 

) 

) 

SS: 

On ______________________ before me, (here insert name and title of the officer), personally 

appeared __________________ who proved to me on the basis of satisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their 

signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws of the State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature ____________________________ (Seal) 

5 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

 


 


 
 


 


 

EXHIBIT A
 

(Legal Description)
 

6
 FDIC - SFR 2010-1
 

Mortgage Loan Contribution and Sale Agreement
 

Pool Nos. 24020 and 24021
 

 


 


 


 


 


 

ATTACHMENT F-2
 

to
 

Mortgage Loan Contribution and Sale Agreement
 

Upon recordation, return to: 

[Insert name and address of Person to whom of recorded original Assignment is to be returned. 

Note to preparer, delete this instruction upon completion of documentation and prior to 

submission for execution.] 

Name: 

Address: 

Tax Map No. or Tax Parcel Identification No.: ____________________
 

[Insert if local recording office requires.] [Note to preparer, delete the instruction upon
 

completion of documentation and prior to submission for execution.]
 

ASSIGNMENT OF REAL ESTATE DEED OF TRUST 

(Book _____, Page ____) 

KNOW ALL MEN BY THESE PRESENTS: 

THAT, THE FEDERAL DEPOSIT INSURANCE CORPORATION (acting in any 

capacity, “FDIC”) AS RECEIVER FOR _____________________, at 550 17th Street, NW, 

Washington, D.C. 20429-0002, (hereinafter referred to as “Assignor” or “Grantor”), for value 

received, does by these presents, grant, bargain, sell, assign, transfer and set over to the 

MULTIBANK 2010-1 SFR VENTURE, LLC, a Delaware limited liability company, its 

successors and assigns (hereinafter referred to as “Assignee” or “Grantee”), at 5032 Parkway 

Plaza Blvd., Charlotte, NC 28217, all right, title and interest in and to that certain: 

Real Estate Deed of Trust executed by [Insert name of Borrower], a [Insert Kind of 

Entity], organized and existing under the laws of [Insert State], dated [Insert Date of 

Execution], in the original principal sum of [Insert Amount in words] and __/100 Dollars 

($[Insert Numbers]) of Deed of Trust in favor of [Name of Trustee], a resident of 

___________, _____________ [if more than one Trustee and [Name of Trustee], a 

resident of ______________, __________________,] Trustee [or Trustees] for, and on 

behalf of, [Insert Name of Failed Bank] (the “Mortgage”), which Mortgage was recorded 

on [Insert Date], in the Clerk’s Office [of the Circuit Court of the City of 

______________, or of the Court of ] [State] (“Clerk’s Office”) in Book _____, 

Page _____. 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
[Insert the following paragraph only if original real estate date of trust was originated by 

and executed in favor of another lender and then transferred to the applicable Failed 

Bank. Note to preparer, delete this instruction upon completion of documentation and 

prior to submission for execution: 

Such Mortgage was assigned by [original lender] to [Insert Name of Failed Bank] 

pursuant to that certain Assignment of Real Estate Deed of Trust dated [Insert Date] 

(“Assignment”), which Assignment was recorded on [Insert Date] in the Clerk’s Office in 

Book _____, Page _____.] 

[Insert the following paragraph only if the Real Estate Deed of Trust was modified or 

amended and a document was recorded to reflect the modification and amendment. Note 

to preparer, delete this instruction upon completion of documentation and prior to 

submission for execution: 

The Mortgage was modified by that certain [Insert Correct Name of Document, e.g., 

Modification and Ratification of Note and Real Estate Deed of Trust] dated 

__________________ (“Modification”), which Modification was recorded on 

________________ in the Clerk’s Office in Book _____, Page _____.] 

The Mortgage, as such may have been assigned and modified, covers the following described 

property: 

SEE ATTACHED EXHIBIT A 

TO HAVE AND TO HOLD the same unto said MULTIBANK 2010-1 SFR VENTURE, 

LLC, ITS SUCCESSORS AND ASSIGNS. 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR 

WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY THE FDIC AS 

RECEIVER FOR [INSERT NAME OF FAILED BANK] OR IN ITS CORPORATE 

CAPACITY. THE MORTGAGE LOAN, AS ASSIGNED AND MODIFIED, IS CONVEYED 

“AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION OR 

WARRANTY WHATSOEVER, INCLUDING AS TO COLLECTABILITY, 

ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY OBLIGOR TO 

REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, BY ANY 

PERSON, INCLUDING THE FDIC OR ITS OFFICERS, EMPLOYEES, AGENTS OR 

CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

2 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
________________________________ 

____________________________________ 

____________________________________ 


 


 


 


 


 


 


 


 


 

IN WITNESS WHEREOF, FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR _____________________. has caused this instrument to be executed this 

______ day of _________, 2010, to be effective as of the ____ day of ___________, 2010. 

Signed, sealed and delivered
 

in the presence of:
 

ATTEST:
 

Print Name:__________________________
 

Title:_______________________________
 

Witness #1
 

Print Name:__________________________
 

Witness #2
 

Print Name:__________________________
 

ASSIGNOR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

By: _____________________________________ 

Name: __________________________________ 

Title: Attorney-in-Fact 

SEAL 

Note: State law has various execution requirements, including attestations or witnesses or both. 

Prepare delete foregoing note once local requirements are determined. 

3 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
____________________________________ 

ACKNOWLEDGMENT 

[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form of Acknowledgement prior to execution. Use only one of the two 

acknowledgements: this designation or the California form.] 

STATE OF ____________________ ) 

) SS: 

COUNTY OF __________________ ) 

On this ______ day of _______________, 2010, before me personally appeared 

___________________, known to me or proved to me on the basis of satisfactory evidence to be 

the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name of Notary:______________________ 

My commission expires:________________ 

4 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
[CALIFORNIA FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form of Acknowledgement prior to execution. Use only one of the two 

acknowledgements: this designation or the Universal form.] 

STATE OF CALIFORNIA ) 

) SS: 

COUNTY OF __________________ ) 

On ______________________ before me, (here insert name and title of the officer), personally 

appeared __________________ who proved to me on the basis of satisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their 

signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws of the State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature ____________________________ (Seal) 

5 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

 


 


 
 


 


 

EXHIBIT A
 

(Legal Description)
 

6
 FDIC - SFR 2010-1
 

Mortgage Loan Contribution and Sale Agreement
 

Pool Nos. 24020 and 24021
 

 


 


 


 


 


 

ATTACHMENT G
 

to
 

Mortgage Loan Contribution and Sale Agreement
 

Upon recordation, return to: 

[Insert name and address of Person to whom recorded original Assignment is to be returned. 

Note to preparer, delete this instruction upon completion of documentation and prior to 

submission for execution.] 

Name: 

Address: 

Tax Map No. or Tax Parcel Identification No.: ____________________
 

[Insert if local recording office requires.] [Note to preparer, delete the instruction upon
 

completion of documentation and prior to submission for execution.]
 

ASSIGNMENT OF ASSIGNMENT OF LEASES AND RENTS 

[Note to Preparer, insert correct name of instrument here and in body of Assignment below. 

Delete this instruction prior to execution.] 

(Book _____, Page ____) 

KNOW ALL MEN BY THESE PRESENTS: 

THAT, THE FEDERAL DEPOSIT INSURANCE CORPORATION (acting in any 

capacity, the “FDIC”) AS RECEIVER FOR ____________________, at 550 17th Street, NW, 

Washington, D.C. 20429-0002, (hereinafter referred to as “Assignor” or “Grantor”), for value 

received, does by these presents, grant, bargain, sell, assign, transfer and set over to 

MULTIBANK 2010-1 SFR VENTURE, LLC, a Delaware limited liability company, its 

successors and assigns, (hereinafter referred to as “Assignee” or “Grantee”), at 5032 Parkway 

Plaza Blvd., Charlotte, NC 28217, all right, title and interest in and to that certain: 

1. Assignment of Leases and Rents, dated [Insert Date] (“Assignment of Leases”), 

made by [Insert Name of Borrower], a [Insert Kind of Entity] (the “Borrower”), in favor 

of [Insert name of original lender] and which Assignment of Leases was recorded on 

[Insert Date], in Book _____, Page _____ with [the Register of Deeds, [Insert] County, 

State of [Insert] (“Register’s Office”) as Document No. _____________________;] and 

2. Any notes and or other agreements evidencing the indebtedness and/or the 

obligations secured by the Assignment of Leases; and 

3. Any and all other documents and instruments evidencing, securing and or relating 

to the indebtedness and or obligations secured by the Assignment of Leases. 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
[Insert the following paragraph only if original assignment of leases and rents was 

originated by and executed in favor of another lender and then transferred to the 

applicable Failed Bank. Note to preparer, delete this instruction upon completion of 

documentation and prior to submission for execution: 

The Assignment of Leases was assigned by [Name of original lender] to [Insert Name of 

Failed Bank] pursuant to that certain Assignment of Assignment of Leases and Rents 

dated [Insert Date] and recorded on [Insert Date] in Book _____, Page _____ in the 

Register’s Office as Document No.________________.] 

[Insert the following paragraph only if the original Assignment of Leases and Rents 

Mortgage was modified or amended and a document was recorded to reflect the 

modification and amendment. Note to preparer, delete this instruction upon completion 

of documentation and prior to submission for execution: 

Such Assignment of Leases and Rents was modified pursuant to that certain 

[Modification of Assignment of Leases] [Insert Correct Name of Document] dated [Insert 

Date] and recorded on [Insert Date] in Book _____, Page _____ in the Register’s Office 

as Document No. ____________(“Modification”).] 

SEE ATTACHED EXHIBIT A 

TO HAVE AND TO HOLD the same unto said MULTIBANK 2010-1 SFR VENTURE, 

LLC, ITS SUCCESSORS AND ASSIGNS. 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR 

WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY THE FDIC AS 

RECEIVER FOR [INSERT NAME OF FAILED BANK] OR IN ITS CORPORATE 

CAPACITY. THE MORTGAGE LOAN IS CONVEYED “AS IS” AND “WITH ALL 

FAULTS,” WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, 

INCLUDING AS TO COLLECTABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, 

ABILITY OF ANY OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY 

PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, 

EXPRESS OR IMPLIED, BY ANY PERSON, INCLUDING THE FDIC OR ITS OFFICERS 

EMPLOYEES, AGENTS OR CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

2 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
____________________________________ 

____________________________________ 


 


 

IN WITNESS WHEREOF, FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR _______________. has caused this instrument to be executed this ______ day 

of _________, 2010, effective as of the ______ day of ______________, 2010. 

ASSIGNOR: 

Signed, sealed and delivered FEDERAL DEPOSIT INSURANCE 

in the presence of: CORPORATION AS RECEIVER FOR 

ATTEST: By: ____________________________________ 

Print Name:__________________________ Name: _________________________________ 

Title:_______________________________ Title: Attorney-in-Fact 

____________________________________ SEAL 

Witness #1 

Print Name:__________________________ 

Witness #2
 

Print Name:__________________________
 

Note: State law has various execution requirements, including attestations or witnesses or both. 

Preparer delete foregoing note once local requirements are determined. 

3 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
____________________________________ 

ACKNOWLEDGMENT 

[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form of Acknowledgement prior to execution. Use only one of the two 

acknowledgements: this designation or the California form. ] 

STATE OF ____________________ ) 

) SS: 

COUNTY OF __________________ ) 

On this ______ day of _______________, 2010, before me personally appeared 

___________________, known to me or proved to me on the basis of satisfactory evidence to be 

the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name of Notary:______________________ 

My commission expires:________________ 

4 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
[CALIFORNIA FORM OF ACKNOWLEDGMENT] Note to Preparer, delete the 

designation, California Form of Acknowledgement prior to execution if you using this 

acknowledgement. Use only one of the two acknowledgements: this designation or the Universal 

form.] 

STATE OF CALIFORNIA 

COUNTY OF __________________ 

) 

) 

) 

SS: 

On ______________________ before me, (here insert name and title of the officer), personally 

appeared __________________ who proved to me on the basis of satisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their 

signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws of the State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature ____________________________ (Seal) 

5 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

 


 


 
 


 


 

EXHIBIT A
 

(Legal Description)
 

6
 FDIC - SFR 2010-1
 

Mortgage Loan Contribution and Sale Agreement
 

Pool Nos. 24020 and 24021
 

 


 


 


 


 

ATTACHMENT H
 

to
 

Mortgage Loan Contribution and Sale Agreement
 

(Note to FDIC Preparer: When preparing the actual Limited Power of Attorney, delete this 

instruction and the reference to Attachment H above) 

LIMITED POWER OF ATTORNEY
 

Multibank Structured Sale SFR 2010-1
 

KNOW ALL PERSONS BY THESE PRESENTS that the FEDERAL DEPOSIT 

INSURANCE CORPORATION, a corporation organized and existing under an Act of Congress, 

hereafter called the “FDIC,” pursuant to the applicable resolutions of the Board of Directors of 

the FDIC, and redelegations thereof, hereby designates the individual(s) set forth on Exhibit A, 

attached hereto and made a part hereof (the “Attorney(s)-in-Fact”), to act on behalf of the FDIC 

in any of its Receivership or Corporate capacities related to the various failed financial 

institutions listed on Exhibit B, attached hereto and made a part hereof, for the sole purpose of 

executing the documents outlined below; and 

WHEREAS the undersigned has full authority to execute this Limited Power of Attorney 

on behalf of the FDIC. 

NOW THEREFORE, the FDIC grants to the Attorney(s)-in-Fact the authority, subject to 

the limitations herein, as follows: 

1. To execute, acknowledge, seal and deliver on behalf of the FDIC, individually 

and not jointly by and through the FDIC, acting in any capacity, any and all instruments of 

transfer and conveyance, appropriately completed, with all ordinary or necessary endorsements, 

acknowledgments, affidavits and supporting documents as may be necessary or appropriate to 

evidence the sale and transfer of any asset contained in the Structured Transaction enumerated 

above. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

 


 


 

The form which the Attorney(s)-in-Fact shall use for endorsing promissory notes or preparing 

allonges to promissory notes is as follows: 

Pay to the order of 

MULTIBANK 2010-1 SFR VENTURE, LLC 

Without Recourse 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR [insert 

name of applicable failed financial institution] 

By:
 

Name: _______________
 

Title: Attorney-in-Fact
 

All documents of assignment, conveyance or transfer shall contain this sentence: “This 

assignment is made without recourse and without representation or warranty, express, implied or 

by operation of law of any kind and nature whatsoever, by the Federal Deposit Insurance 

Corporation in any capacity. 

2. To grant to each Attorney-in-Fact full power and authority to do and perform all 

acts necessary to carry into effect the powers granted by this Limited Power of Attorney as fully 

as the FDIC in any capacity might or could do with the same validity as if all and every such act 

had been herein particularly stated, expressed and especially provided for. 

This Limited Power of Attorney shall be effective from April 1, 2010 and shall continue 

in full force and effect through April 1, 2011, unless otherwise terminated by an official of the 

FDIC or its successors and assigns authorized to do so (“Revocation”). At such time this 

Limited Power of Attorney will be automatically revoked. Any third party may rely upon this 

document as the named individual(s)’ authority to continue to exercise the powers herein granted 

unless a Revocation has been recorded in the public records of the jurisdiction where this 

Limited Power of Attorney has been recorded, or unless a third party has received actual notice 

of a Revocation. 

IN WITNESS WHEREOF, the FDIC by its duly authorized officer empowered to act on 

its behalf by appropriate resolution of its Board of Directors, or redelegations thereof, has 

caused these presents to be executed and subscribed in its name this day of , 2010. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

2 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
FEDERAL DEPOSIT INSURANCE 

CORPORATION 

By: 

Name: Ralph Malami 

Title: Manager, Capital Markets and 

Resolutions, National Sales A 

Signed, sealed and delivered 

in the presence of 

By: 

Name: 

Witness 

By: 

Name: 

Witness 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

3 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
______________________________ 

_______________________________ 


 


 

ACKNOWLEDGMENT 

UNITED STATES OF AMERICA ) 

) 

DISTRICT OF COLUMBIA ) 

_____________________, affiant, for himself says that he is a Manager, Capital Markets and 

Resolutions, National Sales A, Division of Resolutions and Receiverships, of the Federal Deposit 

Insurance Corporation, the Corporation in whose name the foregoing Limited Power of Attorney 

has been subscribed, that the said Limited Power of Attorney was subscribed on behalf of the 

said Corporation by due authority of the Corporation’s Board of Directors, and that the said 

Manager, Capital Markets and Resolutions, National Sales A, acknowledges the said Limited 

Power of Attorney to be the free act and deed of the said Corporation. 

Notary Public, District of Columbia
 

United States of America
 

My Commission Expires: 

4 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

 


 


 


 


 


 


 

EXHIBIT A
 

TO LIMITED POWER OF ATTORNEY
 

Attorneys-in-Fact
 

[list names and organizations of Attorney(s)–in-Fact]
 

FDIC - SFR 2010-1
 

Mortgage Loan Contribution and Sale Agreement
 

Pool Nos. 24020 and 24021
 

 


 


 

EXHIBIT B

TO LIMITED POWER OF ATTORNEY
 

Failed Financial Institutions
 

Institution Name City State Fund Closing Date 

Columbian Bank & Trust Topeka Kansas 10011 8/22/2008 

Silver State Bank Henderson Nevada 10013 9/5/2008 

Freedom Bank Bradenton Florida 10019 10/31/2008 

Franklin Bank, SSB Houston Texas 10021 11/7/2008 

The Community Bank Loganville Georgia 10022 11/21/2008 

First Georgia Community Bank Jackson Georgia 10025 12/5/2008 

Sanderson State Bank Sanderson Texas 10026 12/12/2008 

Haven Trust Bank Duluth Georgia 10027 12/12/2008 

Bank of Clark County Vancouver Washington 10029 1/16/2009 

1st Centennial Bank Redlands California 10030 1/23/2009 

MagnetBank Salt Lake City Utah 10031 1/30/2009 

Ocala National Bank Ocala Florida 10032 1/30/2009 

FirstBank Financial Services McDonough Georgia 10036 2/6/2009 

Corn Belt Bank & Trust Co. Pittsfield Illinois 10037 2/13/2009 

Riverside Bank of the Gulf Coast Cape Coral Florida 10038 2/13/2009 

Silver Falls Bank Silverton Oregon 10041 2/20/2009 

Security Savings Bank Henderson Nevada 10043 2/27/2009 

FirstCity Bank Stockbridge Georgia 10047 3/20/2009 

Omni National Bank Atlanta Georgia 10048 3/27/2009 

FDIC - SFR 2010-1 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021