SFR 2010-1 

LIMITED LIABILITY COMPANY INTEREST SALE AND ASSIGNMENT
 

AGREEMENT
 

by and among
 

ROUNDPOINT VENTURES I, LLC,
 

FEDERAL DEPOSIT INSURANCE CORPORATION,
 

AS RECEIVER WITH RESPECT TO THE SEPARATE RECEIVERSHIPS FOR
 

EACH OF THE FAILED BANKS
 

and
 

MULTIBANK 2010-1 SFR VENTURE, LLC
 

Dated as of April 1, 2010 

FDIC SFR 2010-1 

LLC Interest Sale Agmt 

Pool Nos. 24020 and 24021 

 


 

LIMITED LIABILITY COMPANY INTEREST

SALE AND ASSIGNMENT AGREEMENT
 

THIS LIMITED LIABILITY COMPANY INTEREST SALE AND 

ASSIGNMENT AGREEMENT (this “Agreement”) is made as of April 1, 2010, by and 

among RoundPoint Ventures I, LLC, a limited liability company organized and existing 

under the laws of Florida (the “Private Owner”), and the Federal Deposit Insurance 

Corporation (in any capacity, the “FDIC”), in its separate capacities as receiver with 

respect to each of the Failed Banks (including its successors and assigns thereto) 

(collectively, the “Initial Member”), and MULTIBANK 2010-1 SFR VENTURE, LLC, 

a limited liability company organized and existing under the laws of Delaware (the 

“Company”). Capitalized terms used and not defined in this Agreement shall have the 

respective meanings set forth in the Agreement of Common Definitions dated of even 

date herewith among Initial Member, Company and others. To the extent such 

capitalized terms are not defined in such Agreement of Common Definitions, such 

capitalized terms used and not defined in this Agreement shall have the respective 

meanings set forth in the LLC Operating Agreement. 

RECITALS 

WHEREAS, the FDIC has separately been appointed receiver for each of the 

Failed Banks; and 

WHEREAS, the Initial Member formed the Company by causing the Certificate 

of Formation of the Company to be filed with the Secretary of State of the State of 

Delaware on March 17, 2010, holds the sole limited liability company interest (as such 

term is defined in the Act) in the Company (an “LLC Interest”), and has entered into that 

certain Agreement dated as of March 17, 2010 with the Company as the “limited liability 

company agreement” (as such term is defined in the Act) of the Company (the “Original 

LLC Operating Agreement”); and 

WHEREAS, the Initial Member and the Company have entered into a Mortgage 

Loan Contribution and Sale Agreement dated of even date hereof (the “Contribution 

Agreement”), pursuant to which the Initial Member has contributed in part and sold in 

part to the Company all of the Initial Member’s right, title and interest in and to the 

Mortgage Loans (as defined in the Contribution Agreement, and as so defined, the 

“Mortgage Loans”); and 

WHEREAS, after conducting a sealed bid sale for a fifty percent (50%) LLC 

Interest (the “Transferred LLC Interest”), the FDIC selected RoundPoint Mortgage 

Servicing Corporation, a Florida corporation (the “Sponsor”) as the successful bidder 

pursuant to the bid submitted by it (the “Bid”) and, in accordance with the instructions 

governing the sealed bid sale, the Sponsor has deposited $3,436,231.00 (the “Earnest 

Money Deposit”) with the FDIC; and 

WHEREAS, following its selection as the successful bidder, the Sponsor formed 

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FDIC SFR 2010-1 

LLC Interest Sale Agmt 

Pool Nos. 24020 and 24021 
the Private Owner as a Qualified Transferee; and 

WHEREAS, the Initial Member desires to transfer the Transferred LLC Interest to 

the Private Owner (upon which the Initial Member will retain a fifty percent (50%) LLC 

Interest (the “Initial Member’s LLC Interest”)) and enter into the Amended and 

Restated Limited Liability Company Operating Agreement among the Company, the 

Private Owner and the Initial Member dated as of the date hereof attached hereto as 

Exhibit A (the “LLC Operating Agreement”), and the Private Owner desires to acquire 

the Transferred LLC Interest and enter into the LLC Operating Agreement; and 

WHEREAS, as a requirement of the LLC Operating Agreement, the Private 

Owner shall, on the Closing Date, deliver to the Initial Member the Qualifying Letter of 

Credit in an amount at least equal to the Required Special Reserve Amount and establish 

the Special Reserve Account. 

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, the 

Private Owner and the Company hereby agree as follows: 

1. Sale and Assignment; Purchase Price; Closing. 

(a) Sale and Assignment. Subject to the terms and conditions of this 

Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner 

hereby purchases from the Initial Member, all of the Initial Member’s right, title and 

interest in and to the Transferred LLC Interest for a purchase price of $34,362,310.00 

(the “Transferred LLC Interest Sale Price”). On the date hereof, in satisfaction of its 

obligation to pay the Transferred LLC Interest Sale Price, the Private Owner shall remit 

to the Initial Member, by wire transfer of immediately available funds, to such account as 

the Initial Member may direct in writing, an amount (the “Purchase Price Payment”) 

equal to the positive difference (if any) between (x) the Transferred LLC Interest Sale 

Price and (y) the Earnest Money Deposit. 

(b) Closing Procedure. Upon (i) (x) the receipt by the Initial Member 

of (x) the Purchase Price Payment, (y) evidence of the establishment of the Special 

Reserve Account in accordance with the provisions of Section 3.5 of the Custodial and 

Paying Agency Agreement, and (z) confirmation of receipt of the Special Reserve 

Account Deposit by the Paying Agent, (ii) the delivery of the executed LLC Operating 

Agreement by the parties thereto (as required by Section 2), (iii) the delivery of the 

Additional Security (as required by Section 3), (iv) the delivery of the completed 

Mortgage Loan Value Schedule, in the form attached hereto as Exhibit B allocating the 

Transferred LLC Interest Sale Price among the Mortgage Loans (the “Mortgage Loan 

Value Schedule”), which shall be appended to the Contribution Agreement as the 

Mortgage Loan Value Schedule thereunder, (v) the delivery of the executed Transferee 

Acknowledgment and Certification, in the form attached hereto as Exhibit C, and (vi) the 

delivery of the executed Joinder and Consent Agreement, in the form attached hereto as 

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FDIC SFR 2010-1 

LLC Interest Sale Agmt 

Pool Nos. 24020 and 24021 
Exhibit D, the sale and assignment of the Transferred LLC Interest to the Private Owner 

and the closing of the other transactions contemplated hereby (collectively, the 

“Closing”) shall be effective. 

2. LLC Operating Agreement. Contemporaneously with the execution and 

delivery of this Agreement, the Private Owner shall execute and deliver to the Company 

and the Initial Member the LLC Operating Agreement. 

3. Special Reserve Account; Qualifying Letter of Credit. 

Contemporaneously with the execution of this Agreement and the LLC Operating 

Agreement, the Private Owner shall, pursuant to the applicable provisions in the LLC 

Operating Agreement and the Custodial and Paying Agency Agreement, establish the 

Special Reserve Account and deliver (or cause to be delivered) to the Initial Member the 

Additional Security, in the form of a Qualifying Letter of Credit. In the event that the 

Private Owner shall fail to post the Qualifying Letter of Credit on the Closing Date in an 

amount equal to the Required Special Reserve Amount, distributions of Interest Proceeds 

pursuant to Section 5.1(b)(viii) and Principal Proceeds pursuant to Section 5.1(c)(ii)(2) of 

the Custodial and Paying Agency Agreement otherwise distributable to the Private 

Owner shall be deposited into the Special Reserve Account until an amount equal to the 

Required Special Reserve Amount has been deposited therein. 

4. Representations and Warranties of Private Owner. The Private Owner 

hereby represents and warrants separately to each of the Initial Member and the Company 

as follows: 

(a) The Private Owner is a “Qualified Transferee,” as such term is 

defined in the LLC Operating Agreement, and as such, represents and warrants that each 

item included in such definition is true and correct in all respects as of the date hereof as 

if set forth herein. 

(b) All information and documents provided to the Initial Member or 

its agents by or on behalf of the Private Owner or any Affiliate thereof (including the 

Sponsor) in connection with this Agreement and the transactions contemplated hereby, 

including, but not limited to, the Purchaser Eligibility Certification, the Bid Certification, 

the Structured Transaction Qualification Request, the Bidder Qualification Request and 

the Confidentiality Agreement, are true and correct in all respects as of the date hereof 

and do not fail to state any fact necessary to make the information contained therein not 

misleading. 

5. Exclusivity of Representations. THE TRANSFERRED LLC 

INTEREST IS SOLD “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY 

REPRESENTATION, WARRANTY, GUARANTY OR RECOURSE WHATSOEVER, 

INCLUDING AS TO ITS VALUE (OR THE VALUE, COLLECTABILITY OR 

CONDITION OF THE MORTGAGE LOANS HELD BY THE COMPANY OR ANY 

OF THE COLLATERAL FOR SUCH MORTGAGE LOANS), FITNESS FOR ANY 

PARTICULAR PURPOSE, MERCHANTABILITY, FITNESS FOR A SPECIFIC 

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FDIC SFR 2010-1 

LLC Interest Sale Agmt 

Pool Nos. 24020 and 24021 
PURPOSE OR ANY OTHER MATTER, WHETHER EXPRESS OR IMPLIED OR BY 

OPERATION OF LAW OR OTHERWISE, AND INITIAL MEMBER SPECIFICALLY 

DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR 

WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE 

TRANSFERRED LLC INTEREST, THE MORTGAGE LOANS, OR THE 

COLLATERAL SECURING THE MORTGAGE LOANS. 

6. Assignment. This Agreement and all of the provisions hereof shall be 

binding upon and inure to the benefit of the parties hereto and their respective heirs (in 

the case of any individual), successors and permitted assigns; provided, however, that the 

Private Owner may not assign this Agreement or any of its rights, interests or obligations 

hereunder. Any purported assignment or delegation in violation of this Agreement shall 

be null and void ab initio. 

7. Beneficiaries. This Agreement shall inure to the benefit of, and may be 

enforced by, the Initial Member, the Private Owner and the Company and their respective 

successors and assigns. Except for the FDIC (in its corporate capacity), which shall be 

considered a third party beneficiary to this Agreement, there shall be no other third party 

beneficiaries hereunder. 

8. Waivers and Amendments. No amendment or waiver of any provision 

of this Agreement shall be effective unless the same shall be in writing and executed by 

the Initial Member, the Private Owner, the Company and the FDIC (in its corporate 

capacity). 

9. Failure to Consummate Transaction. If for any reason, without fault of 

the Initial Member, the Private Owner fails to consummate the purchase of the 

Transferred LLC Interest, upon the terms and conditions set forth in this Agreement, the 

Initial Member’s liquidated damages, and sole and exclusive remedy, shall be to retain 

the Earnest Money Deposit. The Private Owner and the Initial Member agree that the 

failure or refusal of the Initial Member to alter or modify, in any way, the terms or 

conditions of this Agreement, the LLC Operating Agreement or any Ancillary Document 

shall not constitute fault on the part of the Initial Member. The Private Owner shall not 

be liable for any of the foregoing damages if the Private Owner is forced to withdraw its 

Bid after award as the result of a supervisory directive given by the FDIC or any other 

federal or state financial regulatory agency, provided that the Initial Member shall be 

satisfied that such supervisory directive is legally effective. In such event, the Initial 

Member shall refund the Earnest Money Deposit. 

10. 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 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 

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FDIC SFR 2010-1 

LLC Interest Sale Agmt 

Pool Nos. 24020 and 24021 
Agreement shall require any unlawful action or inaction by any party hereto. 

11. Jurisdiction; Venue and Service. 

(a) Each of the Private Owner and the Company, in each case 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 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 

(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 it or any of 

its Affiliates against the Initial Member arising out of, relating to, or in connection with 

this Agreement or any Ancillary Document (other than the LLC Operating Agreement) 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 dispute-resolution forum 

without the consent of the Initial Member, and agrees to consent thereafter to transfer of 

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FDIC SFR 2010-1 

LLC Interest Sale Agmt 

Pool Nos. 24020 and 24021 
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 11(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, in each case 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 

11(a) may be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 11(d), each of the Private 

Owner and the Company, in each case 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 11(a) or Section 

11(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 Section 11 (with copies to such 

other Persons as specified therein); provided, however, that nothing contained in this 

Section 11(c) shall affect the right of any party to serve process in any other manner 

permitted by Law. 

(d) Nothing in this Section 11 shall constitute consent to jurisdiction in 

any court by the FDIC, other than as expressly provided in Section 11(a)(iii) and Section 

11(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 the FDIC in any forum. 

12. Waiver of Jury Trial. EACH OF THE PRIVATE OWNER AND 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. 

13. 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, by delivery by hand or by nationally recognized courier service, or by electronic 

mail, in each case mailed or delivered to the applicable address or electronic mail address 

specified in, or in the manner provided in, this Section 13 below. All such notices, 

requests, demands and other communications shall be deemed to be given or made upon 

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FDIC SFR 2010-1 

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Pool Nos. 24020 and 24021 

 


 


 


 


 


 


 


 


 


 


 


 

the earlier to occur of (i) actual receipt (or refusal thereof) by the relevant party hereto 

and (ii) (A) if delivered by hand or by nationally recognized courier service, when signed 

for (or refused) by or on behalf of the relevant party hereto; (B) if delivered by mail, 

when delivered (or refused), and (C) if delivered by electronic mail (which form of 

delivery is subject to the provisions of this paragraph), when delivered and capable of 

being accessed from the recipient’s office computer, provided that any notice, request, 

demand or other communication that is received 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. In no event shall a voice mail message be effective as a 

notice, communication or confirmation hereunder. From time to time, any party may 

designate a new address for purposes of notice to it hereunder by notice to such effect to 

the other parties hereto in the manner set forth in this Section 13. 

If to the Initial Member, to: 

Manager, Capital Markets & Resolutions
 

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: DGearn@FDIC.gov 

If to the Private Owner or to the Company, to: 

RoundPoint Ventures I, LLC
 

9350 Conroy Windermere Rd.
 

Windermere, FL 34786
 

Attention: Michael I. Wood
 

Email Address: MWood@Tavistock.com
 

Facsimile No.: 407-909-9955
 

with a copy to: 

RoundPoint Mortgage Servicing Corporation 

5032 Parkway Plaza Blvd. 

8 

FDIC SFR 2010-1 

LLC Interest Sale Agmt 

Pool Nos. 24020 and 24021 
Attention: Peter Schancupp 

Email Address: Peter.Schancupp@RoundPointMortgage.com 

Facsimile No. 704-426-8808 

14. Counterparts; Facsimile Signatures. This Agreement may be executed 

in any number of counterparts, each of which shall be an original and all of which shall 

together constitute one and the same instrument. It shall not be necessary for any 

counterpart to bear the signature of all parties hereto. 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. 

15. Headings. 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 

Section and paragraph references contained herein shall refer to Sections and paragraphs 

in this Agreement unless otherwise specified. 

16. Compliance with Law; Rules of Construction. Except as otherwise 

specifically provided herein, 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 1.2 of the Contribution Agreement 

(Construction) is hereby incorporated by reference into this Agreement. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

9 

FDIC SFR 2010-1 

LLC Interest Sale Agmt 

Pool Nos. 24020 and 24021 
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as 

ofthe date first written above. 

ROUNDPOINT VENTURES I, LLC, as 

Private Owner 

Title: 	 Vice President 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS SEPARATE 

CAPACITIES AS RECEIVER FOR EACH OF 

THE FAILED BANKS, as Initial Member 

By._______________________________ 

Name: Ralph Malami 

Title: Attorney-in-Fact 

MULTIBANK 2010-1 SFR VENTURE, LLC 

By: 	 Federal Deposit Insurance Corporation, in 

its separate capacities as receiver for each 

of the Failed Banks 

By:__________________________ 

Name: Ralph Malami 

Title: Attorney-in-Fact 

FDIC SFR 2010-1 

LLC Interest Sale and Assignment Agreement 

Pool Nos. 24020 and 24021 
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as 

of the date first written above. 

ROUNDPOINT VENTURES I, LLC, as 

Private Owner 

By: _______________________________ 

Name: 

Title: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS SEPARATE 

CAPACITIES AS RECEIVER FOR EACH OF 

THE FAILED BANKS, as Initial Member 

By: 

Malami 

Title: Attomey-in'-Fact 

MULTIBANK 2010-1 SFR VENTURE, LLC 

By: 	 Federal Deposit Insurance Corporation, in 

its separate capacities as receiver for each 

of the Failed Banks 

Title: Attorney-in-Fact 

FDIC SFR 2010-1 

LLC Interest Sale and Assignment Agreement 

Pool Nos. 24020 and 24021 

 


 


 

FDIC SFR 2010-1

LLC Interest Sale Agmt

Pool Nos. 24020 and 24021
 

Exhibit A 

Form of LLC Operating Agreement 

 


 


 

Exhibit B 

Form of Mortgage Loan Value Schedule 

FDIC SFR 2010-1
 

LLC Interest Sale Agmt
 

Pool Nos. 24020 and 24021
 

 


 


 

Exhibit C 

[FORM OF TRANSFEREE ACKNOWLEDGMENT AND CERTIFICATION] 

TRANSFEREE ACKNOWLEDGMENT AND CERTIFICATION 

Reference is made to the Limited Liability Company Interest Sale and 

Assignment Agreement dated April 1, 2010 (the “Transferred LLC Interest Sale 

Agreement”) by and among RoundPoint Ventures I, LLC, a Florida limited liability 

company (the “Private Owner”), the Federal Deposit Insurance Corporation, as in its 

separate capacities as receiver for each of the Failed Banks (including its successors and 

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

LLC, a Delaware limited liability company (the “Company”). Capitalized terms used, 

and not otherwise defined, in this Transferee Acknowledgement and Certification have 

the meanings given in the Transferred LLC Interest Sale Agreement. 

The undersigned, the Private Owner, hereby acknowledges and certifies to the 

Initial Member that it has read and understands, and is prepared to cause the Company to 

comply with, the obligations imposed upon the Company under the Contribution 

Agreement and the Ancillary Documents (as defined in the Contribution Agreement by 

reference to the Agreement of Common Definitions described in such Contribution 

Agreement). Without limiting the foregoing, and subject to the provisions of the 

Contribution Agreement and the Ancillary Documents, the Private Owner is aware of and 

prepared to cause the Company to comply with the obligations as specified in the 

Contribution Agreement (i) to remove the Initial Member and the Failed Bank as a party 

to any litigation or actions with respect to the Mortgage Loans (as defined in the 

Contribution Agreement by reference to the Agreement of Common Definitions 

described in such Contribution Agreement) (including without limitation the actions on 

the List (as defined below)), and to substitute the Company as the real party-in-interest in 

any such litigation or actions and (ii) to take all actions necessary to file (x) proofs of 

claims in pending bankruptcy cases involving any Mortgage Loans for which the Initial 

Member or the Failed Bank has not already filed a proof of claim, and (y) all documents 

required by Rule 3001 of the Federal Rules of Bankruptcy Procedure and to take all such 

similar actions as may be required in any relevant jurisdiction in any pending bankruptcy 

or insolvency case or proceeding in such jurisdiction involving any Mortgage Loans in 

order to evidence and assert the Company’s rights. 

Attached hereto as Schedule I is a list of litigation made available with respect to 

the Mortgage Loans (the “List”). The undersigned acknowledges that the Initial Member 

makes no representation or warranty as to the completeness or accuracy of the List or the 

information contained or referred to therein and that (without limitation of the foregoing) 

there may be additional litigation or bankruptcy actions pending against the Failed Bank 

or the Initial Member with respect to the Mortgage Loans or with respect to other parties 

with respect to the Mortgage Loans. 

ROUNDPOINT VENTURES I, LLC, as Private 

Owner 

By: ________________________________
 

Name:
 

Title:
 

FDIC SFR 2010-1 

LLC Interest Sale Agmt 

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SCHEDULE I TO TRANSFEREE ACKNOWLEDGEMENT AND

CERTIFICATION

LIST OF LITIGATION
 

The Initial Member makes no representation or warranty as to the completeness or 

accuracy of the List or the information contained or referred to therein. Without 

limitation of the foregoing, there may be additional litigation or bankruptcy actions 

pending against the Failed Bank or the Initial Member with respect to the Mortgage 

Loans or with respect to other parties with respect to the Mortgage Loans. 

FDIC SFR 2010-1 

LLC Interest Sale Agmt 

Pool Nos. 24020 and 24021 
Exhibit D 

[FORM OF JOINDER AND CONSENT AGREEMENT] 

JOINDER AND CONSENT AGREEMENT 

THIS JOINDER AND CONSENT AGREEMENT, dated as of April 1, 2010, is delivered 

pursuant to Section 1(b) of the Limited Liability Company Interest Sale and Assignment 

Agreement, dated as of April 1, 2010, by and among RoundPoint Ventures I, LLC, a limited 

liability company organized and existing under the laws of Florida (the “Private Owner”), the 

Federal Deposit Insurance Corporation (in any capacity, the “FDIC”), in its separate capacities 

as receiver with respect to the each of the Failed Banks (including its successors and assigns 

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

a limited liability company organized and existing under the laws of Delaware (the “Company”) 

(the “Transferred LLC Interest Sale Agreement”). Capitalized terms used herein without 

definition are used as defined in the Transferred LLC Interest Sale Agreement. 

By executing and delivering this Joinder and Consent Agreement, the Private Owner 

hereby becomes a party to the Mortgage Loan Contribution and Sale Agreement, dated as of the 

date of this Joinder and Consent Agreement, by and between the Initial Member and the 

Company (the “Contribution Agreement”) with the same force and effect as if originally 

named as a party to the Contribution Agreement and, without limiting the generality of the 

foregoing, consents to and assumes all obligations and liabilities imposed upon the Private 

Owner pursuant to the Contribution Agreement. The Private Owner hereby agrees to be bound 

for all intents and purposes as a party to the Contribution Agreement. 

(remainder of page blank) 

 


 


 

	 


 


 


 

IN WITNESS WHEREOF, the Private Owner has caused this Joinder and Consent 

Agreement to be duly executed and delivered as of the date first above written. 

ROUNDPOINT VENTURES I, LLC, as Private 

Owner 

By: ______________________________________
 

Name:
 

Title:
 

ACKNOWLEDGED AND AGREED as of the date 

first above written: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as receiver for the Failed 

Banks, as the Initial Member 

By: ______________________________________ 

Name: Ralph Malami 

Title: Attorney-in-Fact 

MULTIBANK 2010-1 SFR VENTURE, LLC, as the Company 

By:	 Federal Deposit Insurance Corporation as 

Receiver for the Failed Banks, as Sole 

Member and Manager 

By: ________________________________
 

Name: Ralph Malami
 

Title: Attorney-in-Fact
 

FDIC SFR 2010-1 

LLC Interest Sale Agmt 

Pool Nos. 24020 and 24021