!I 

I. 

(lC' t
 

EXECUTION VERSION
 

SERVICING AGREEMENT 

by and between
 

CCV MAAGING MEMBER, LLC
 

and
 

TRIMONT REAL ESTATE ADVISORS, INC. 

Dated as of October 16, 2009
 

.(~ 

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TABLE OF CONTENTS
 

Page 

ARTICLE I DEFINITIONS AND CONSTRUCTION ...................................................................1
 

Section 1. I Definitions................... ....... ................... ............. ......... ........ ............ ............. I
 

ARTICLE II SERVICING OBLIGATIONS OF THE SERVICER..............................................1 I
 

Section 2.1
 Appintment and Acceptance ac; Servicer ....... ............ ....... ................. ...... i I
 

... ......................... ...................... ..... ...... ...........1 I
 

........................................... ....................................... ...........1 I
 

......... ............ ............ ........ ............ .......................... ...... i I
 

................... ................................................................. 12
 

....................... .......................................................... ......12
 

.................................................................... ...................... I 3
 

Section 2.2
 Limited Power of Attorney

Section 2.3
 Servicing Fee

Section 2.4
 Servicing Standard

Section 2.5
 Collection Account 

Section 2.6
 Escrow Accounts

Section 2.7
 Other Accounts

Section 2.9
 Expenses ......................... ........... ................................. ............................. ..14
 

Section 2. 10
 Insured or Guarteed Loans.................................................................... .15
 

Maintenance of Insurance Policies; Errors and Omissions and
 

Fidelity Coverage................................................................. ...................... 13
 

Section 2.8
 

ARTICLE II LOAN DEFAULTS; ACQUISITION OF COLLATERA................................... 15
 

Section 3. i Delinquency Control.... ............ ...................... ............ .......... ............ .......... 15
 

Section 3.2 Discretion of the Servicer in Responding to Defaults of Borrower. ..........15
 

Section 3.3 Acquisition of Acquired Collateral.... .......................... ............. ............ ..... 15
 

ARTICLE IV SUBSERVICING ...................................................................................................16
 

Section 4.1 Retention of Subservicer............................................................................16
 

Section 4.2 Subservicing Agreement Requirements..................................................... 16
 

Section 4.3 Servicer Liable for Subservicers................................................................18
 

Section 4.4 Managing Member Approval Required......... ...................... ...................... 19
 

Section 4.5 Regulation AB Requirements ............ ...................... ........... ......... ........ ...... 19
 

ARTICLE V REPRESENTATIONS, WARRNTIES AND COVENANTS OF THE
 

SERVICER ....................................................................................................................................19
 

Section 5.1
 Representations and Waranties....................................................... .......... 19
 

.................... .20
 

.........................................................................................................23
 

.....................................................................................................23
 

...........................24
 

................ .... ......... ................ .......... .......... ............ .......... .24
 

....................................................................................................25
 

........................................... ......................................25
 

Section 5.2
 Reporting, Books and Records and Compliance Covenants 

Section 5.3
 Audits

Section 5.4
 No Liens

Section 5.5
 Servicer's Duty to Advise; Delivery of Certain Notices 

Section 5.6
 Notice of Breach 

Section 5.7
 Advances

Section 5.8
 Financial Information

ARTICLE VI MANAGING MEMBER CONSENT ....................................................................25
 

Section 6.1 Actions Requiring Managing Member Consent.... ..................... ............. ..25
 

Section 6.2 Amendments, Modification and Waivers ..................................................27
 

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Section 6.3 Consents Considered Obtained Through Approved Business Plan.... .......27
 

ARTICLE VII DEFAULTS; TERMINATION; TERMINATION WITHOUT CAUSE.............27
 

Section 7.1 Defaults................. .....................................................................................2 7
 

Section 7.2 Termination with Cause.............................................................................28
 

Section 7.3 Termination without Cause........................................................................29
 

Section 7.4 Effective Date ............................................................................................29
 

Section 7.5 Accounting................................................................................................. 30
 

ARTICLE VII INDEPENDENCE OF PARTIES; INDEMNIFICATION..................................30
 

Section 8. I Indepcndencc of Parties........................................................ ......................30
 

Section 8.2 Indemnification ..........................................................................................30
 

Section 8.3 Procedure for Indemnification ...................................................................3 I
 

Section 8.4 Pre-Effective Date Liabilities ....................................................................31
 

ARTICLE ix NOTICES................................................................................................................32
 

ARTICLE X GOVERNING LAW; JURISDICTION ...................................................................34
 

Section I O. I Governing Law ..........................................................................................34
 

Section 10.2 Jurisdiction; Venue and Service.................................................................34
 

Section 10.3 Waiver of Jury Trial.................................................................................36
 

ARTICLE XI MISCELLANEOUS ...............................................................................................36
 

Section I 1. i No Assignment by Servicer; No Transfer of Owncrship Interests in
 

Servicing Rights.........................................................................................36
 

Section I 1.2 Legal Fees ..................................................................................................37
 

Section I 1.3 Entire Agreement .......................................................................................37
 

Section 11.4 Counterpars; Facsimile Signatures ...........................................................37
 

Section i 1.5 Ileadings ....................................................................................................37
 

Section 11.6 Constrction...... ........ .............. ....................... ........ .............. .............. ....... .38
 

Section 1 1.7 Compliance with Law................................................................................38
 

Section 1 1.8 Severability ................................................................................................38
 

Section 11.9 Third Pary Beneficiaries ...........................................................................39
 

Section 1 I. i 0 Protection of Confidential Information. ......... ................ ..... .......... ............ .39
 

Section 11.1 Time of Essence .........................................................................................40
 

Section i 1.12 No Presumption .........................................................................................40
 

Section i I. i 3 No Right of Setoff......................................................................................40
 

Section i i. i 4 Release of Initial Member and Others .......................................................40
 

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Exhibits 

Exhibit A 

Schedules 

Schedule I 

Schedule 2
 

Schedule 3
 

Schedule 4
 

Schedule 5
 

SCHEDULES AND EXHIBITS
 

Loan Schedule 

Fee Schedule 

Servicing Obligations
 

Reimbursement of Servicer Advances 

Form of Electronic Report on the Loans and Collateral 

Termination Without Cause 

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SERVICING AGREEMENT 

THIS SERVICING AGREEMENT (as the same shall be amended or supplemented, this 

"Agreement") is made and entered into as of the 16th day of October, 2009 (the "Effective 

Date"), by and between CCV MANAGING MEMBER, LLC, a Delaware limited liability 

company (including its successors and assigns), the "Managing Member"), and TRIMONT 

REAL EST ATE ADVISORS, INC., a Georgia corporation (including those of its successors and 

assigns as are expressly permitted pursuant to this Agreement, the "Servicer"). 

RECITALS 

WHEREAS, Corus Construction Ventùre, LLC (the "Company") owns the Loans (as 

defined below) described on the Loan Schedule attached hereto as Exhibit A (the "Loan 

Schedule"); 

WHEREAS, the Managing Member is the managing member of the Company and is 

obligated to manage the Loans and related Collateral (as dcfined below) pursuant to that certain 

Amended and Restated Limited Liability Company Operating Agreement dated as of the 

Effective Date (the "LLC Operating Agreement"), by and between the Company, the 

Managing Member and the Federal Deposit Insurance Corporation, as receiver ("Receiver") for 

Corus Ban, N.A., including its successors and assigns (the "Initial Member"); and 

WHEREAS, the Managing Member and the Servicer desire that the Sericer service and 

administer the Loans and Collateral on behalf of the Company and the Managing Member in a 

manner that is, at all times, consistent with the requirements of this Agreement. 

the foregoing and the mutual promises and 

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

suffciency of which arc hcrcby acknowlcdged, the Managing Member and the Servicer hereby 

NOW, THEREFORE, in consideration of 


agree as follows:
 

ARTICLE i
 

DEFINITIONS AND CONSTRUCTION
 

this Agreement, the following terms 

shall have the meanings and definitions hereinafter respectively set forth. 

Section 1. Definitions. For purpses of 


"Acceptable Rating" shall mean (i) a rating of 
 "Average (Select Servicer List)" for 

construction loan servicers by Standard and Poor's Ratings Service, a division of The McGrawHill Companies, Inc., (ii) a rating of 
 "Acceptable" for construction loan servicers by Fitch, Inc.,

or (iii) a rating of "Approved" for construction loan servicers by Moody's Investors Service.

"Acquired Collateral" shall mean Collateral to which title is or, prior to the Effective 

Date was, acquired by or on behalf of the Company or any Ownership Entity, the Failed Ban or 

the Receiver 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 Loan Documents and 

this Agreement; (ii) the equity interests in the Ownership Entities and (iii) the assets held directly 

or indirectly by the Owncrship Entitics. 

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"Advance Facilty" shall mean that certain Advance Facility Agreement dated as of the 

Effective Date between the Company, as borrower, the lenders par thereto, and Receiver, as the 

Administrative Agent (the Receiver in such capacity, together with its successors and assigns, 

"Advance Facilty Agent"). 

"Affiiate" shall mean, with respect to any specified Person, (i) any other Person directly
 

or indirectly controlling or controlled by or under common control with such specified Person, 

(ii) any Person owning or controlling ten percent (l 0%) or more of the outstanding voting 

securities, voting equity intcrests, or beneficial interests of the Person specified, (iii) any offcer, 

director, general parner, managing member, trstee, employee or promoter of the Person 

such offcer, director, general parner, managing 

member, trstee, employee or promoter, (iv) any corporation, parership, limited liability 

company or trust for which any Person referred to in clause (ii) or (iii) acts in that capacity, or (v) 

specified or any Immediate Family Member of 


any Person who is an officer, director, general parer, managing member, trustee or holder of 

ten percent (i 0%) or more of the outstanding voting securties, voting equity interests or 

beneficial interests of any Person described in clauses (i) through (iv); provided, however, that 

for puroses of this Agreement, none of the Initial Member, the Note Guarantor, the Advance 

Facility Agent, the initial Lender undcr the Advance Facility or the Collateral Agent shall be 

deemed to be an Affliate of the Company or of any Affliate of the Company. For the purposes 

of this definition, the tcrm "control" (including the phrases "controlled by" and "under 

common control with") when used with respect to any specified Person means the possession, 

direct or indirect, of the power to direct or cause the direction of the management and policies of 

voting securities or interests, by contract or 

otherwisc. 

such Person, whether though the ownership of 


"Agreement" shall have the meanng given in the preamble. 

"Ancilary Documents" shall have the meaning given in the LLC Operating Agreement. 

"Approved Business Plan" shall have the meaning given in the Advance Facility. 

"Borrower" shall mean any borrower or other obligor with respect to any Loan. 

"Bulk Salc" shall mean the sale or other disposition, in a single transaction or series of 

related transactions, of (i) Loans having an aggregate Unpaid Principal Balance of $ i 00,000,000 

or more as of the time of such sale or disposition or (ii) Acquired Collateral (including REO 

Property), or any portion thereof, having an aggregate value of $1 00,000,000 or more (based on 

the most recent appraisal price or broker opinion) as of 
 the time of such sale or disposition. 

"Business Day" shall mean any day except a Saturday, Sunday or other day on which 

commercial banks in New York, New York, Atlanta, Georgia or United States federal 

governent offces are required or authorized by Law to close. 

"Change of ControI" shall mean the acquisition by any Person (other than Ernest Joseph 

Davis, John Charles or Jessie Gregory Winchester) of more than 50% of 
 the total outstanding 

common equity or other voting interests of the Servicer.
 

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"Collateral" shall mean any and all real or personal propert, whether tangible or 

intangible, securing or pledged to secure a Loan, including any account, equipment, guarantee or 

contract right, or other interest that is the subject of any Collateral Document and, as the context 

requires, includes Acquired CollateraL, whether or not expressly so specified. 

"Collateral Agent" shall mean the Receiver, as the Collateral Agent under the Securty 

Agreement, and any successor Collateral Agent thereunder. 

"Collateral Document" shall mean any pledge agreement, security agreement, personal 

or corporate guaranty, deed of trust, trust deed, deed to secure debt, mortgage, contract for the 

sale of real propert, assignment, collateral agreement, stock power or other agreement or 

document of any kind, whether an original or a copy, whether similar or different from those 

enumerated, (i) securing in any maner the performance or payment by any Borrower of its 

obligations or the obligations of any other Borrower under any of the Loans or the Notes 

evidencing the Loans or (ii) evidencing any Acquired Collatcral. 

"Collection Account" shall mean the Collection Account cstablished by the Company 

pursuant to the Custodial and Paying Agency Agreement. 

"Contribution Agreement" shall mean the Loan Contribution and Sale Agreement dated 

as of the Effective Date between the Initial Member and the Company.

"Company" shall have the meaning given in the recitals of 
 this Agreement.

"Custodial and Paying Agencv Agreement" shall have the meaning givcn in the LLC 

Operating Agreement. 

"Custodian" shall mean Wells Fargo Ban, N.A., or any successor thereto. 

"Debtor Relief Laws" shall mean Title 1 i of the United States Code (1 i V.S.c. §§ 101, 

et seq.), and all other liquidation, conservatorship, banptcy, assignment for the bencfit of 

creditors, moratorium, rearangcmcnt, receivership, insolvency, reorganization, or similar debtor 

relief Laws of the United States or other applicable jurisdictions from time to time in effect and 

affecting the rights of creditors generally.
 

"Default" shall have the meaning given in Scction 7. i. 

"Effective Date" shall haw the meaning given in the preamble of this Agreement.
 

"Eligible Account" shall mean one or more segregated trust or custodial account or 

accounts established and maintained with an Eligible Institution, each of which shall be entitlcd 

for the benefit of 
 the Company and thc Collateral Agent as required by Aricle II.

"Eligible Institution" shall mean a Pcrson that is not an Affliate of the Managing 

Member and that is a federally insured depository institution that is well capitalized; provided 

that an Affliate of the Managing Member may be deemed to be an Eligible Institution if the 

Initial Member, the Note Guarantor and the Advance Facility Agcnt provide a writtcn consent 

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(which may be witheld in each such person's sole and absolute discretion), which consent may 

be withdrawn upon written notification to the Managing Member, in which case such Affliate of 

the Managing Member shall no longer constitute an Eligible Institution as of the receipt of such 

notice and any accounts maintained pllsuant to ths Agreement at such institution shall be 

moved to an Eligible Institution within three (3) Business Days after the receipt of such notice. 

"Electronic Report" shall have the meaning given in Scction 5.2(e). 

"Environmental Hazard" shall have the meaning givcn to such term in the Security 

Agreement. 

"Escrow Account" shall have the meaning given in Section 2.6. 

"Escrow Advance" shall mean any advance made to pay taxes or insurance premiums or 

any other cost or expense that, but for a shortfall in the Borrower's Escrow Account, is payablc 

using funds in the Borrower's Escrow Account. 

"Excess Working Capital Advance" shall have the meaning given in the Advance 

Facility. 

"Excluded Expenses" shall mcan fees, costs, expenses or indemnified amounts that: 

the relcvant amounts provided for in an Approved 

Business Plan (assuming that the applicable category offees, cost or expenses arc included in the 

applicable Approved Business Plan) or that are not otherwise permitted to be incurred by the 

Company or the Managing Member under the Advance Facility; 

(a) are in excess of 


(b) are not incurred in accordance with the Servicing Standard;
 

(c) are paid to any Affliate of the Managing Member or the Company, or any
 

Affliate of 
 the Servicer or any Subservicer, except that Excluded Expcnscs shall not include (i) 

any fees paid to any Affiliate of 
 the Managing Member, the Company, the Servicer or any 

Subservicer that is a property manager of an REO Propert provided that the terms and 

conditions of the property management agreement pursuant to which such fees are payable 

(including the amount of thc fees thcrcunder) are arm's-length terms and conditions that are not 

less favorable to the applicable Ownership Entity than thc terms and conditions of property 

management agreements with unrelated third paries would be and such arangement was 

contemplated by an Approved Business Plan, and (ii) any other payments to such Affliates 

expressly permitted pursuant to this Agrccmcnt; 

(d) are incurred to pay fecs or othcr compensation to or expcnses of financial
 

advisers, except to the extent the same are incurred as brokerage fees or sales commissions 

incured (x) to market or sell the Loans or any Acquired Collateral in a Bulk Sale the terms of 

which Bulk Sale (including the financial adviser's or broker's fees or sales commissions) are 

approved in advance by the Initial Member, the Note Guarantor and the Advance Facility Agent 

or (y) in connection with the marketing or sale of any Acquired Collateral (including any REO 

Property) or any portion thereof on an individual basis; 

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penalty, late fee, service charge, 

interest or similar charge, costs to release Liens or any other costs or expenses (including legal (e) are incurred to pay any fine, ta or other 


fees and expenses) incurred by or on behalf of the Servicer or any Subsericer as a result of the 

Servicer's or any Subservicer's failur~ to service any Loan or Collateral properly in accordance 

with the applicable Loan Documents, this Agreement, any Subsericing Agreement or otherwise, 

or failure to make a payment in a timely maner, or failure otherwise to act in a timely maner; 

(f) are incurred to pay any interest on any amounts paid by any Person with
 

respect to any Servicing Expenses or Pre-Approved Charges (as such term is defined in the 

Contribution Agreement); 

(g) constitute or are incurred to pay any overhead or administrative costs
 

incurred by the Servicer or Subservicer or any other Person (including any expenses incurred to 

comply with Section 5.2); or 

(h) are incurred to pay any servicing, management or similar fees paid to any
 

Subservicer or any other Person, except that Excluded Expenses shall not include (subject to 

clause (c ) above) any fees paid to any propery managers of any REO Properties. 

"Failed Bank" shall mean Corns Ban,N.A. 

"Fannie Mae" shall mean the Federal National Mortgage Association of the United 

States or any successor thereto. 

"Fee Schedule" shall mean Schedule I, as the same may be amcndcd from time to time 

by the Managing Member and the Servicer without the consent of the Note Guarantor, the 

Advance Facility Agent or the Initial Member. 

"FDIC" shall mean the Federal Deposit Insurance Corporation, in any capacity. 

"GAAP" shall mean United States generally acceptcd accounting principles as in effect 

from time to time. 

"Governmental Authoritv" shall mean any United States or non-United States national, 

federal, state, local, municipal or provincial or international governcnt or any political 

subdivision of any governental, regulatory or administrative authority, agency or commission, 

or judicial or arbitral body. 

"Guarantor" shall mean any guarantor of all or any portion of any Loan or all or any of 

any Borrower's obligations set forth and described in the Loan Documents and shall include thc 

guarantor under any completion guaranty or similar document. 

"Immediate Family Member" shall mean, with respect to any individual, his or her 

spouse, parents, parcnts-in-Iaw, grandparents, descendants, nephews, nieces, brothers, sisters, 

brothers-in-law, sisters-in-law, children (whether natural or adopted), children-in-Iaw, 

stepchildn:n, grandchildren and grandchildren-in-law. 

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"Indemnified Parties" shall have the meaning given in Section 8.2. 

"Initial Member" shall have the meaning given in the recitals of this Agreement. 

"Insolvency Event" shall meån, with respect to any specified Person, the occurence of 

any of the following events:

(1) the specified Person makes an assignment for the benefit of creditors;
 

(2) the specified Person fies a voluntar petition for relief in any Insolvency
 

Proceeding; 

(3) the specified Person is adjudged banpt or insolvent or there is entered 

against the spccificd Pcrson an order for relief in any Insolvency Proceeding; 

(4) thc specificd Pcrson files a petition or answer seeking for the specified
 

Person any reorganization, argement, composition, readjustment, liquidation, dissolution, or 

similar relief under any Law; 

(5) the specified Person seeks, consents to, or acquiesces in the appointment
 

of a trustee, receiver or liquidator of the specified Person or of all or any substantial part of the 

spccified Person's properties; 

(6) thc spccificd Pcrson fies an answer or other pleading admitting or failing
 

to contest the material allegations of a petition filed against the specified Person in any 

proceeding described in clauses (1) through (5); 

(7) the specified Person becomes unable to pay its obligations as they become

due; or '. 

(8) at least sixty (60) days have passed following the commencement of any
 

proceeding against the specified Person seeking reorganization, arrangement, composition, 

under any Law and such proceeding has 

not been dismissed, or at least sixty (60) days have passed following the appointment of a 

readjustment, liquidation, dissolution or similar relief 


trustee, receiver or liquidator for the specified Person or all or any substantial part of the 

specified Person's properties without the specified Pcrson's agreement or acquiescence, and such 

appointment is not vacated or stayed, or if such appointment is stayed, at least sixty (60) days 

have passed following the expiration of such stay if such appointment is not vacated. 

"Insolvency Proceeding" shall mean any proceeding under Title 1 i of the United States 

Code (II U.S.c. §§lOi, et seq.) or any proceeding under any other Debtor Relief Law. 

"LLC Interest Sale Agreement" shall mean that certain Limited Liability Company 

Intcrcst Salc and Assignent Agreement dated the date hereof bctween the Initial Member and 

the Managing Member. 

"LLC Operating Agreement" shall have the meaning given in the recitals of this 

Agreement. 

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"Law" shall mean any applicable statute, law, ordinance, regulation, rule, code, 

injunction, judgment, decree or order (including any executive order) of any Governental 

Authority. 

"Lien" shall mean any mortgage, deed of trst, deed to secure debt, trust deed, pledge,
 

security interest, charge, restriction on or condition to transfer, voting or exercise or enjoyment 

of any right or beneficial interest, option, right of first refusal and any other lien, claim or 

encumbrance of any nature whatsoever. 

"Loan" shall mean any loan, loan paricipation, Ownership Entity or Acquired Collateral 

listed on the Loan Schedule, and any loan into which any asset listed on the Loan Schedule is 

refinanced or modified, including all rights, powers or Liens of the Company in or under the 

Collateral and the Collateral Documents and in and to Acquired Collateral (including all 

Ownership Entities and REO Propert held by any Ownership Entity). 

"Loan Documents" shall mean all documents, agreements, certificates, instruments and 

other writings (including all Collateral Documents) now or hereafter executed by or delivercd or 

caused to be delivered by any Borrower, any Guarantor or any other obligor evidcncing, 

creating, guarteeing or securing, or otherwise executed or delivered in respect of, all or any 

par of a Loan or any Acquired Collateral or evidencing any transaction contemplated thereby, 

and all Modifications thereto. 

"Loan Proceeds" shall mean all of 
 the following: (i) any and all proceeds (net of such

proceeds as are payable to others under any loan paricipation) with respect to any or all of the 

Loans and any or all of the Collateral, including principal, interest, default interest, prepayment 

fees, premiums and charges, extension and exit fees, late fees, assumption fees, other fees and 

charges, insurance proceeds and condemnation payments (or any portion thereof) that are not 

used and disbursed to repair, replace or restore the related Collatcral in accordance with the 

terms of the Loan Documents and the Ancillary Documents, and, with respect to any Acquired 

Collateral, operating cash flow realized from such Acquired Collateral net of Servicing 

Expenses, whether paid directly to the Company or distrbuted by an Ownership Entity; (ii) any 

and all proceeds from sales or other dispositions or refinancings of any or all of the Loans 

(including Acquired Collateral) net of Servicing Expenses incurred in connection with such sale 

or other disposition or refinancing; (iii) any proceeds from making a draw under any letter of 

credit or certificate of deposit held with respect to any Loan, provided that such draw is 

the Loan Documcnts; (iv) any recoveries from Borrowers or 

Guarantors of any kind or nature with respect to the Loans; (v) any deposits or down payments 

forfeited by prospective purchasers or lessees of aparments or other units for space at any 

permitted by the terms of 


Collateral; and (vi) any interest or other earnings accrued and paid on any of the amounts 

dcscribed in the foregoing clauses (i) through (v) while held in the Collection Account or any 

other account. 

"Loan Schedule" shall have the meaning given in the recitals of this Agreement. 

"Managing Member" shall have the meaning given in the preamble. 

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"Modification" shall mean any extension, renewal, substitution, replacement, 

supplement, amendment or modification of any agreement, certificate, document, instruent or 

other writing, whether or not contemplated in the original agreement, document or instrent. 

"Note" shall mean each note or promissory note, lost instrment affdavit, loan 

agreement, shared credit, co-lending or loan paricipation agreement, intercreditor agreement, 

reimbursement agreement, any other evidence of indebtedness of any kind, or any other 

agreement, document or instruent evidencing a Loan, and all Modifications to the foregoing. 

"Note Guarantor" shall mean the FDIC, in its corporate capacity, as Purchase Money 

Note Guarantor under the Purchase Money Notes Guaranty (as such terms are defined in the 

LLC Operating Agreement). 

"Other Accounts" shall have the meaning given in Section 2.7. 

"Ownership Entity" shall mean any direct wholly-owned subsidiary of the Company 

satisfying the requirements of an "Ownership Entity" as such term is defined in the LLC 

Operating Agreement, whether contributed by the Initial Member to the Company on the 

Effective Date or formed or acquircd by thc Company thereafter. 

"Person" shall mcan any individual, corporation, parnership (general or limited), limited 

liability company, limited liability partership, firm, joint venture, association, joint-stock 

company, trust, estate, unincorporated organization, governental or regulatory body or other 

entity. 

"Qualified Servicer" shall mean any Person that (i) is properly licensed and qualified to 

conduct business in each jurisdiction in which such licenscs and qualifications to conduct 

business are necessar for the servicing of the Loans and management of the Collateral and the 

Acquired Collateral, (ii) has the management capacity and experience to service Loans of the 

type held by the Company, cspecially performing and non-performing construction loans secured 

by multi-family rcsidential propcrtics or commercial properties, as applicable, including the 

number and types ofloans serviced, and the ability to track, process and post payments, to 

furnish tax reports to Borrowers, to monitor construction, and to approve and disburse 

construction draws, and (iii) either (x) has an Acceptable Rating or (y) is acceptable to and 

approved by the Managing Member in its sole discretion (it being understood that the Managing 

Member will not be permitted to consent unless the Initial Member also consents). 

"Receiver" shall have the meaning given in the recitals of 
 this Agreement. 

"Regulation AB" shall mean the regulations at 17 C.F.R. §§229. 1100, et seq., as the 

same may be amended from time to time. 

"Related Party" shall mean with respect to any Person, any pary related to such Person 

in the manner delineated in 26 U.S.C.A § 267(b) and the regulations promulgated thercundcr, as 

such law and regulations may be amended from time to time. 

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"REO Property" shall mean real propert and related personal propert to which title is 

the Company, the Failed Ban or the Receiver 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, whether before or after the Effective Datc. 

acquired by or on behalf of 


"Security Agreement" shall mean the Reimburscment, Security and Guaranty 

the Effective Date among the FDIC, acting in its corporate capacity, and 

as Receiver, as Collateral Agent and as Advance Facility Agent, the Company and the guarantors 

pary thereto. 

Agreement dated as of 


"Servicer" shall have the meaning given in the preamble.
 

"Servicer Advances" shall mean advances made by or on behalf of thc Servicer to fund 

Servicing Expenscs. 

"Servicing Expenses" shall mean all customar and reasonablc out-of-pocket fees, costs, 

expenses and indemnified amounts incurred in connection with servicing the Loans and the 

Acquired Collateral, including (i) any and all out-of-pocket fees, costs, expenses and indemnified 

amounts which a Borrower is obligated to pay to any Person or to reimbursc to thc lender, in 

each case pursuant to the applicable Note or any other Loan Documents, including Escrow 

Advances, (ii) any and all reasonable out-of-pocket expenses necessar to protect or preserve the 

value of the Collateral or the priority of the Liens and security interests created by the Loan 

Documents relating thereto, including taxes, insurance premiums (including forced place 

insurance premiums), payment of ground rent, the costs of prcvention of waste, repairs and 

maintenance, foreclosure expenses and legal fees and expenses relating to foreclosure or other 

litigation with respect to the Loans, (iii) any and all direct expenses related to the preservation, 

operation, management, leasing and sale ofthc Acquircd Collateral (including real estate 

the LLC Operating Agreement, to the extent not 

covered by any of clauses (i) through (iii), legal fees and expcnses (including judgments, 

settlements and reasonable attorneys' fees) incurred by the Company in its defense of claims 

brokerage fees), (iv) subject to Section 4.6 of 


the Business (as 

defined in the LLC Operating Agreement) in accordance with the LLC Operating Agreement and 

the Ancillar Documents and allege, as the basis for such claims, any act or omission of the 

Company (or the Managing Member under the LLC Operating Agreement or the Servicer 

hereunder) but only if (x) such claims arc dccided and there are final non-appealable orders or 

judgments (unless the Initial Mcmber has agreed in writing that no appeal needs to be taken) in 

asserted against the Company that relate to one or morc Loans or the conduct of 


favor of 
 the Company (or the Managing Member under the LLC Operating Agreement or the 

Servicer hereunder) or if decided against the Company (or the Managing Mcmbcr under the LLC 

Operating Agreement or the Scrviccr hereunder) without any finding of bad faith, gross 

negligence or willful misconduct on the part of any of the foregoing or (y) there is entered into a 

final settlement of any such claim with the prior wrtten consent of the Initial Member, (v) 

subject to Section 4.6 of 
 the LLC Operating Agreement, expenses incurred in accordance with

the Contribution Agreement and expenses incurred in connection with any 

litigation (including any bankptcy action) included in the Obligations (as defined in the 

Section 4.5(c) of 


Contribution Agreement) and assumed pursuant to Section 4.5(a) or (b) or Section 4.6 of the 

Contribution Agreement and (vi) thc costs of 
 preparing, negotiating and recording any REO

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9 

Do#: lJSI :5765J8Jv6 
Mortgage (as defined in the Security Agreement), including mortgage recording taxes, and the 

costs associated with the additional documentation required pursuant to Section 8.11 of the 

Security Agrement, in each case pursuant to Section 8.1 i of the Security Agreement; provided, 

however, that Servicing Expenses shall not include (A) any Excluded Expenses or (B) costs of 

constrction or any other costs or expenses to be funded using the proceeds of the Term Loans 

under the Advance Facility. 

"Servicing Fee" shall have the meaning given in Scction 2.3. 

"Servicing Obligations" shall have the meaning given in Section 2.4. 

"Servicing Standard" shall have the meaning givcn in Section 2.4. 

"Site Assessment" sha1l have the meaning given in Scction 3.3. 

"Specified Date" shall mean the i Oth day of each month, or such othcr day as is agreed 

to by the Servicer and the Managing Member, provided, however, that, in any case, if such day is 

not a Business Day, the Specified Date shall be the immediately preceding Business Day. 

"Subservicer" shall have the meaning given in Section 4.1. 

"Subservicing Agreement" shall have the mcaning given in Section 4.2. 

"Term Loans" shall have the meanng given in the Advance Facility. 

"Termination Notice" shall mean any written notice of 
 termination required pursuant to 

Article VII.
 

"Uniform Commercial Code" shall mean the Uniform Commercial Code as in effect in 

any applicable jurisdiction, as amended from time to time. 

"Unpaid Principal Balance" shall mean, at any time, (a) when used in connection with 

multiple Loans, an amount equal to the aggregatc thcn outstanding principal balance of such 

Loans, and (b) when used with respect to a single Loan, an amount equal to the then outstanding 

principal balance of such Loan; provided, however, that: 

(i) with respect to any Loan Paricipation (as defined in the LLC Operating
 

Agreement) (and any related Acquired Collateral), the Unpaid Principal Balance of such Loan 

Participation shall include only the Company's allocable share thereof in accordance with the 

applicable Loan Paricipation Agreement (as defined in the LLC Operating Agreement); 

(ii) with respect to any Acquired Collateral that has been included among the Loans
 

on the Effective Date, the Unpaid Principal Balance of such Acquired Collateral shall initially be 

the amount set forth on the Cut-Off Date Loan Schedule (as defined in the LLC Intcrcst Sale 

Agreement), adjustcd as of 
 the Effective Date to its Adjusted Unpaid Principal Balance (as 

defined in the LLC Interest Sale Agreement), and thereafter determined in the same maner as 

all other Acquired Collateral; 

Corus . Servicing Agreement 

10 Doc#: USI.5765383v6 
(iii) in the case of a Loan for which some or all of the related Collateral has been 

convcrtcd to Acquired Collateral (including REO Propert), until such time as the Acquired 

Collateral (or any portion thereof) is liquidated, the unpaid principal balance of such Loan shall 

be deemed to equal the amount of the unpaid principal balance of such Loan (adjusted pro rata 

for debt forgiveness or retained indebtedness) at the time at which such Loan was converted to 

Acquired Collateral, less the net proceeds of any sales of any portions of the Acquired Collateral 

effective after such conversion; and 

(iv) the Unpaid Principal Balance with respect to any Acquired Collateral wil be
 

increased by the amount of (A) any Term Loan applied with respect thereto in accordance with 

the Advance Facility, (B) any Servicing Expenses capitalized thereto in accordance with 

applicable Law to the extent that capitalizing such Servicing Expenses would have been 

permitted under thc applicable Loan Documents prior to the conversion of the Loan to the 

Acquired Collateral and (C) Excess Working Capital Advanccs uscd for the purposes for which 

the proceeds of 
 Term Loans may be used under the Advance Facility. 

"Working Capital Loans" shall have the meaning given in the Advance Facility. 

ARTICLE II
 

SERVICING OBLIGATIONS OF THE SERVICER
 

Section 2. i Appointment and Acceptance as Servicer. Effective as of the date 

hereof, the Managing Member appoints the Servicer to service, administer, manage and disposc 

of the Loans and thc Collateral on behalf of and as an agent of the Managing Member. 

Section 2.2 Limited Power of Attorney. The Managing Member hereby grants
 

to the Servicer a limited power of attorney to execute all documents on its behalf in accordance 

with the Servicing Standard set forth below and as may be necessar to effectuate the Servicer's 

obligations undcr this Agrcemcnt until such time as the Managing Member revokes said limited 

power of attorney. Revocation of 
 the limited power of attorney shall take effect upon: (i) the 

receipt by the Servicer of written notice thereof from or on behalf of the Managing Member, or 

this Agreement pursuant to Aricle VII. (ii) termination of 


Scction 2.3 Servicing Fee. As consideration for servicing the Loans and the
 

Collateral, the Managing Member 
 shall pay the Servicer a servicing fee in the amount and at. 

such times as are set forth on the Fee Schedule (the "Servicing Fee"). 

Section 2.4 Servicing Standard. The Servicer shall take such actions and 

perform such duties in connection with the servicing, administration, management and 

disposition of the Loans and Collateral as are set forth on Schedule 2, as the same may be 

amended from time to time by the Managing Member and the Servicer (the "Servicing 

Obligations"). The Servicer shall perform its Servicing Obligations (i) in the best interests and 

for the benefit of the Company, (ii) in accordance with the terms of 
 the Loans (and related Loan 

Documents), (iii) in accordance with the terms of 
 this Agreement (including this Ariclc II), (iv) 

in accordance with all applicable Law, (v) in accordance with the requirements of the LLC 

Operating Agreement, the Advance Facility and the other Ancillary Documents, and (vi) to the 

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11 

Ooc#: üSI:5765383v6 
extent consistent with the foregoing terms, in the same maner in which a prudcnt sericer would 

service and administcr similar loans and in which a prudent servicer would manage and 

administer similar properties for its own portfolio or for other Persons, whichever standard is 

higher, but using no less care and diligence than would be customarly employed by a prudent 

servicer following customar and usu"al standards of pratice of prudent mortgage lenders, loan 

servicers and asset managers servicing, managing and administering similar loans and properties 

on an ars' length basis (thc requirements in clauses (i) through (vi) collectively, the "Servicing 

Standard"). In addition, the Servicer shall perform its Servicing Obligations without regard to 

(a) any relationship that the Servicer, the Company, the Managing Member or any Subscrvicer or 

their respective Affliates may have to any Borrower, Guarantor or other obligor or any of 

their respective Affliates, including any other baning or lending relationship, (b) the 

Company's, the Managing Member's, the Servicer's or any Subserviccr's obligation to make 

disbursements and advances with respect to the Loans and the Collateral, (c) any relationship 

that the Servicer or any Subservicer may have to each other or to the Company, the Managing 

any of 


Member or any of their respective Affiiates, or any relationship that any of 
 their respective 

Affliates may have to thc Company, thc Managing Member or any of 
 their respective Affliates 

(other than the contractual relationship evidenced by this Agreement or any Subservicing 

Agreement), and (d) the Servicer's or any Subservicer's right to rcccive compensation (including 

the Servicing Fcc) for its services under this Agreement or any Subservicing Agreement. 

Section 2.5 Collection Account.
 

(a) The Scrvicer shall deposit into the Collection Account all Loan Proceeds
 

on a daily basis (without deduction or setoff as provided in Section 1 I. I 3 hereof) within two 

Business Days after receipt thereof by the Servicer. The Servicer shall not cause funds from any 

other source (other than interest or earings on the Loan Proceeds and the proceeds of Working 

Capital Loans puruant to the terms of 
 the Advance Facility) to be commingled in the Collection 

Account. 

(b) Except as otherwise directed by the Managing Member, any and all
 

amounts on deposit in (or that are required to have been deposited into) the Collection Account 

(including interest and earings thereon) shall be disbursed strictly in accordance with this 

Agreement; provided, however, that if 
 the Servicer or any Subservicer erroneously deposits any 

amounts into thc Collection Account, it may withdraw such erroneously deposited amount. 

(c) Except as otherwise directed by the Managing Member, any and all
 

amounts required to be remitted by the Servicer to the Collection Account under this Agreement 

shall be remitted by wire transfer, in immediately available funds. 

(d) The Collection Account (and all funds therein) will be subject to an 

acc0tVt control agreement among the Company, the Collateral Agent and the Custodian. 

Section 2.6 Escrow Accounts. Except as otherwise directcd by the Managing 

Member, the Servicer shall establish and maintain one or more Eligible Accounts, each of which 

shall be held in trust for the benefit of the Company and the Collateral Agent (each, an "Escrow 

Account", which term shall include all so-called "lockbox" accounts maintained under the Loan 

C oms. Serv icing Agreement 

12 

Ooc#: USI:5 7ó5J83v6 
Documents and any other accounts maintained by the Company under the Loan Documents for 

amounts deposited or required to be depoisted therein by the applicable Borrower). Except as 

otherwise directed by the Managing Member, the Servicer shall deposit into the applicable 

Escrow Account on a daily basis all cpllections from the Borrowers for the payment of 	 taxes, 

assessments, hazard insurancc premiums, and comparable items for the account of the 

Borrowers, and all other amounts required tobe deposited in such Escrow Account pursuant to 

the applicable Loan Documents. The Servicer shall pay to the Borrowers interest on funds in 

Escrow Accounts to the extent rcquired by Law or the applicable Loan Documents. 

Section 2.7 Other Accounts. At the direction of 
 the Managing Member, the 

Servicer shall establish and maintain such other Eligible Accounts as may be directed by the 

Managing Member, each of which shall be held in trust for thc benefit of the Company and the 

Collateral Account, and shall be funded and disbursed only in accordance with such instructions 

as are provided by the Managing Member ("Other Accounts"). 

Section 2.8	 Maintenance of Insurance Policies; Errors and Omissions and 

Fidelity Coverage. 

(a) The Servicer and each Subservicer shall cause insurance coverage to be
 

maintained for the Collateral (including any Acquired Collateral) as required under the Advance 

Facility and the Security Agreement. 

(b) The Servicer and each Subservicer shall maintain each of the following
 

types of insurance coverage having such limits as described below: 

(i) Errors & Omissions Liability with limits of not less than $ I 0,000,000 pcr claim and $ 10,000,000 in the aggregatc. The Managing Member shall be notified 

immediately upon the reduction of or potential reduction of 50% of the limits. 

The Managing Member may require that Servicer and each Subservicer purchase 

additional limits to provide back to the required limits as stated above. "Potential 

reduction of 50%" shall mean any knowledge by the Servicer or Subservicer, as 

applicable, that a claim or the sum of all claims, current or initiated after effective 

date of policy which would reduce the limits by 50%. 

(ii) Dircctors & Offcers Liability with limits of not less than $ i 0,000,000 each claim
 

and $ i 0,000,000 in the aggregate. 

(iii) Crime Insurance or a Fidelity Bond in an amount of not less than $ I 0,000,000
 

covering employee theft, forgery & alteration, wire/funds transfer, computer 

fraud, client coverage. Such coverage shall insure all employees or any other 

persons authorized by Servicer to handle any funds, money, documcnts and 

papers relating to any Loan, and shall protect the Servicer or Subservicer, as 

applicable, against losses arising out of 
 theft, embezzlemt:nt, fraud, misplacement, 

and other similar causes. The Managing Member shall be named as loss payee 

with respect to claims arising out of assets handled undcr this agreement. 

Coms - Servicing Agreement 

13 

Do# USI :5765.18Jv6 
(iv) General Liability with limits of not less than $ i ,000,000 each occurrence,
 

$2,000,000 in the aggrcgate, including coverage for products/completed
 

operations, advertising and personal injury. The Managing Member shall be 

named as additional insured. Policy shall include a Waiver of Subrogation in 

favor of 
 the Managing Member. 

(v) Auto Liability with a combined single limit of not less than $1,000,000 to provide 

coverage for any owned, hired, or non-owned vehicles. 

(vi) Workers Compensation in such amount as required by the states in which the 

Servicer or Subservicer, as applicable, operates, including coverage for Employer's 

Liability in an amount not less than, $1,000,000. Policy shall include a Waiver of 

Subrogation in favor of 
 the Managing Member.

(vii) Umbrella Liability in an amount of not less than $10,000,000 each occurrence and
 

in the aggregate. 

All such policies shall be written with carers having a minimum insurer rating of A- VII from 

A.M. Best and A from Standard & Poor's. All such policies shall have a minimum notice of 

cancellation of thirt (30) days, except for non-payment of premium whereby a ten (10) day 

notice of cancellation is acceptable. Within ten (i 0) days of execution of this Agreement, and 

anually upon the renewal of each policy when requested by the Managing Member, the Servicer 

and each Subservicer shall deliver to the Managing Member copies of certificates evidcncing all 

such policics. In addition, within ninety (90) days of execution of this Agreement, and thereafter 

when requested by the Managing Member, Servicer shall deliver to the Managing Member 

complete copies of such policies. Certificates shall show the Managing Member as Certificate 

Holder, or as otherwise designated by the language in Section 2.8(b)(iHvii) above. 

(c) Copies of fidelity bonds and insurance policies required to be maintained
 

pursuant to this Section 2.8 shall be made available to the Managing Member, the Note 

Guarantor, the Advance Facility Agent, the Initial Member and their respective representatives 

upon request. 

Section 2.9 Expenses. Except as otherwise directed by the Managing Member,
 

the Servicer shall use its reasonable best efforts to recover from Borrowers and Guarantors all 

amounts of Servicing Expenses that are advanced as Servicer Advances by the Servicer to the 

extent that the Borrowers and Guarantors are responsible for such Servicing Expenses under the 

Loan Documents. All such amounts not recovered from Borrowers or Guarantors and all other 

Servicer Advances shall be reimbursed only in accordance with the terms set forth on Schedule 

1, as the same may be amended from time to time by the Managing Member (without the consent 

of the Initial Member) and the Servicer. In no event may any Servicer Advances be deductible 

from or netted against any Loan Proceeds. In the event the Servicer is reimbursed for any 

amount that does not qualify as a Servicing Expense, the Servicer shall be obligated to refund 

such amounts to the Company on the Specified Date immediately following the Servicer's 

coms . Servicing Agreement 

14 

Do#.I;SU765JRlv6 
receipt of 
 notice from the Managing Member requesting the same. No Servicer Advances shall 

bear interest chargeable in any way to the Company or deductible from any Loan Proceeds. 

Section 2.10 Insured or Guaranteed Loans. If any Loans being serviced
 

pursuant to this Agreement are insured or guaranteed by any Goverental Authority, the 

the Managing Member so directs pursuant to the 

Servicing Obligations with respect to such Loans, it shall take any and all actions as may be 

necessar to insure that such insurance or guarantees remain in full force and effect. The 

Servicer acknowledges and agrees that, upon assumption of the Servicing Obligations with 

Servicer acknowledges and agrees that, if 


respect to the Loans pursuant to this Agreement, it agrees to fulfill all of the Company's

obligations under the contracts of insurance or .guaranty. 

ARTICLE III
 

LOAN DEFAULTS; ACQUISITION OF COLLATERAL
 

Section 3.1 Delinquency Control. Except as otherwise directed by the 

Managing Member, the Servicer shall maintain a collection departmcnt that substantially 

complies with the Servicing Standard and protects the Company's interests in the Loans and thc 

Collateral in accordance with the Servicing Stadard. 

Section 3.2 Discretion of the Servicer in Responding to Defaults of Borrower. 

Upon the occurrence of an event of default undcr any of the Loan Documents, but subject to the 

other terms and conditions of this Agreement, including the Servicing Obligations of the Servicer 

and such direction as the Managing Member may otherwise provide that is consistent with the 

Servicer's compliance with the Servicing Standard, the Servicer, with the consent of the 

Managing Member, shall cause to be determined the response to such default and course of 

action with respect to such default, including (a) the selection of attorneys to be used in 

connection with any action, whether judicial or otherwise, to protect the interests of the 

Company in the Loan and the Collateral, (b) the declaration and recording of a notice of such 

default and the acceleration of the maturity of the Loan, (c) the institution of proceedings to 

foreclose the Loan Documents, Collateral or Acquired Collateral securing thc Loan pursuant to 

thc power of sale contained therein or though a judicial action, (d) the institution of proceedings 

against any Guarantor, (e) the acceptance of a deed in lieu of foreclosure, (t) the purchase of the 

real propert Collateral at a foreclosure sale or trstee's sale or the purchase ofthc pcrsonal 

propert CC'llateral at a Uniform Commercial Code sale, and (g) the institution or continuation of 

proceedings to obtain a deficiency judgment against such Borrower or any Guarantor and the 

collection of such judgment. Notwithstanding anything to the contrary containcd herein, the 

Servicer shall not, in connection with any such default or otherwise, take (or refrain from taking) 

any action if the taking (or refraining from taking) of such action is inconsistent with the terms of 

the Advance Facility, the LLC Operating Agreement or any other Ancillar Documents or any 

applicablc Approved Business Plans without the prior written consent of 
 the Managing Member.

Section 3.3 Acquisition of Acquired CollateraL. Any acquisition of Collateral 

shall conform with the terms and conditions of 
 this Agreement (including the Servicing

Obligations of the Servicer). With respect to any Loan as to which the Servicer has received
 

actual notice of, or has actual knowledge of, any Environmental Hazard with respect to the 

Coms. Servicing Agreement 

15 

Doc#: us 1:76538Jv6 
related Collateral, the Servicer shall immediately provide written notice of same to the Managing 

Member. In addition, if the Managing Member so directs, prior to the acquisition of title to any 

Collateral, the Servicer shall cause to be commssioned with respect to such Collateral (i) a 

Transaction Screen Process consistent with ASTM Standard E 1528-06, by an environmental 

professional or (ii) such other site inspections and assessments by a Person who regularly 

conducts environmental audits using customar industry standards as would customarly be 

undertaken or obtained by a prudent lender in order to ascertain whether therc are any actual or 

theatened Environmental Hazards (a "Site Assessment"), and the cost of such Site Assessment 

shall be deemed to be a Servicing Expense as long as the costs for such Site Assessment were not 

paid to any Affliate of the Managing Member or any Affliate of thc Servicer or any 

Subservicer. Except as is otherwise directed by the Managing Member, the Servicer or any 

Subservicer shall not acquire or otherwise cause the Company or any subsidiar or other entity in 

which the Company owns any interest to acquire all or any portion of any Collateral having any 

actual or threatened Environmental Hazard by foreclosure, deed in lieu of foreclosure, power of 

sale or sale pursuant to the Uniform Commercial Code or otherwise. If 
 title to any Collateral that 

constitutes real property is to be acquired by foreclosure, by dccd in lieu of foreclosurc, by power 

of sale or by sale pursuant to the Uniform Commercial Code, or otherwise, title to such Acquired 

Collateral shall be taken by and held in the name of an Ownership Entity; provided, however, 

that for any Collateral which becomes Acquired Collateral after the Effective Date and with 

respect to which there exists any Environmental Hazard, the Ownership Entity that holds such 

Collateral may hold title only to the relevant Collateral with respect to which the Environmental 

Hazard exists. 

ARTICLE iv
 

SUBSERVicING 

Section 4. i Rctcntion of Subservicer. The Servicer may engage or retain one
 

or more subservicers, including Affliates of 
 the Managing Member or of the Servicer 

(individually and collectively, "Subservicer"), as it may deem necessary and appropriate, 

provided that any Subservicer meets thc requirements set forth in the definition of Qualified 

Scrvicer. 

Section 4.2 Subservicing Agreement Requirements. Any subservicing
 

agreement with any Subservicer ("Subservicing Agreement") shall, among other things: 

(a) provide for the servicing of the Loans and management of the Collatcral 

by the Subservicer in accordance with the Servicing Standard and the other terms of this 

Agreement and the LLC Operating Agreement; 

(b) be terminable upon no more than thirty (30) days prior notice in the event 

of any Default under this Agreement or any default under the Subservicing Agreement as set 

forth in Section 4.2(m) below; 

(c) provide that the Servicer as well as the Managing Membcr and the Initial
 

Member shall each be entitlcd to cxcrcise termination rights thereunder; 

Coms . Scrvicing Agreement 

16 DocU: USI-5765383v6 
(d) provide that the Subservicer and the Servicer acknowledge that the
 

Subservicing Agreement constitutes a personal services agreement betwecn the Servicer and the 

Subservicer; 

the Initial Member and the Managing Member is a 

third par beneficiar under the Subservicing Agreement for all puroses and is entitled to (e) provide that eath of 


the Note Guarantor the Advance Facility 

Agent and the Company is a third par beneficiar thereunder to the extent of any rights 

expressly granted to such Person under the Subservicing Agreement and is entitled to enforce the 

Subservicing Agreement with respect to such rights; 

enforce the Subservicing Agreement, and that each of 


(f) provide that (i) upon notÌcc from the Initial Member or the Managing
 

Member of the occurrence of any Event of 
 Default (as defincd in the LLC Operating Agreement) 

under the LLC Operating Agreement and removal of the Managing Member, the Initial Member 

may exercise all of the rights of the Managing Member under this Agreement and cause the 

termination or assignmcnt to any other Person of the same, without penalty or payment of any 

fee and that (ii) upon the occurrence of any Default under this Agreement, each of the Managing 

Member and the Initial Member may exercise all of the rights of the Servicer under the 

Subscrvicing Agreement and cause the termination or assignment of the Subservicing Agrecment 

to any other Person, without penalty or payment of any fee; 

(g) provide that the Managing Member, the Note Guarantor, the Advance
 

Facility Agent and the Initial Membcr (and each of 
 their respective representatives) shall each 

have access to and the right to review, copy and audit the books and records otthe Subservicer 

and that the Subservicer shall make available its offcers, directors, employees, accountants and 

attorneys to answer the Managing Member's, the Note Guarantor's, the Advance Facility 

Agent's and thc Initial Member's (and each of their respective representatives) questions or to 

discuss any matter relating to the Subservicer's affairs, finances and accounts, as they relate to 

the Loans, the Collateral, the Servicing Obligations, the Collection Account, the Escrow 

Accounts or any Oter Accounts established or maintained pursuant to this Agreement or the 

Subservicing Agrccmcnt, accounts created under the Advance Facility or any matters relating to 

this Agreement or the Subservicing Agreement or the rights or obligations thereunder; 

(h) provide that all Loan Proceeds are to be deposited into the Collection
 

Account on a daily basis (without reduction or setoff as provided in Section I I. i 3 hereof) within 

two Business Days after receipt thereof and that under no circumstances are any funds, other 

than Loan Proceeds and interest and earnings thereon and the proceeds of 
 Working Capital 

Loans pursuant to the terms of 
 the Advance Facility, to be commingled into the Collection 

Account; 

(i) provide that the Subservicer shall not sell, transfer or assign its rights
 

under the Subservicing Agreement with the Servicer and that any prohibited transaction shall be 

void ab initio; 

(j) provide that the Subservicer consents to the immediate tennination of the
 

Subservicer pursuant to Section 7.2 of 
 this Agreement; 

C oms . Servicing Agreement 

17 Doc"' USI :5765J83v6 
(k) provide that there shall be no right of setoff on the par of the Subservicer,
 

(1) provide for such other matters as are necessar or appropriate to ensure
 

that the Subservicer is obligated to comply with the Servicing Obligations of the Scrvicer 

hereunder in the conduct of such matters as are delegated to the Subservicer, 

(m) (i) contain default provisions that relate to the actions of the Subservicer 

that correspond to the provisions of Sections 7.1 (a), D2,.cÜ (i, il, il, úù and (h) of this 

Agreement, and (ii) provide that each of the Managing Member and the Initial Member has the 

right (x) to terminate the Subservicing Agreement by providing written notice upon the 

occurcnce of any such default, without any cure period other than as may be provided for in 

such default provisions under such Subservicing Agreement (which cure periods shall be no 

longer than the cure provisions in the corresponding provisions of Section 7. i of this 

Agreement), and upon the occurrence of any Default under this Agreement, and (y) otherwise to 

enforce the rights of the Servicer under the Subservicing Agreement; 

(n) provide that (i) the Subservicer consents to its immediate termination
 

under the Subservicing Agreement upon a Default under Section 7 .l(b) of this Agreement and 

upon the occurrence of any Insolvency Event with respect to the Subservicer or any of its 

Related Paries, and (ii) the occurrence of any Insolvency Event with respect to the Subservicer 

or any of its Related Parties constitutcs a default under the Sub 
 servicing Agreement; 

the Initial Member, the FDIC, the 

Failed Ban and any predecessor-in-interest thereof, any Ownership Entities existing as ofthe (0) provide a full release and discharge of 


Effective Date, and all of 
 their respective offcers, directors, employees, agents, attorneys, 

contractors and representatives, and all of their respective successors and assigns and Atlliates 

(but excluding, in all cases, the Managing Member), 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 Subservicer had, has or might have in the future, 

whether known or unkown, which are related in any manner whatsoever to the servicing of the 

Loans prior to the Effective Date by the Initial Member, the FDIC, the Failed Ban or its 

predecessors-in-interest or any Ownership Entities existing as of the Effective Date (other than 

due to gross negligence, violation of law or wilful misconduct of the Initial Member, the FDIC, 

the Failed Bank or its predecessors-in-interest or any Ownership Entities existing as of the 

Effective Date); and 

(P) not conflict with the Servicing Standard or any other terms or provisions
 

of this Agreement, the LLC Operating Agreement or the Advance Facility or any of the othcr 

Ancilar Documents insofar as such other terms or provisions apply to the Subservicer or the 

Servicing Obligations. Nothing contained in any Subservicing Agreement shall alter any 

obligation of the ServiceI' under this Agreement or the Mananging Member under the LLC 

Operating Agreement and, in the event of any inconsistency between the Subservicing 

Agreement and the terms of either this Agrccment or the LLC Operating Agreement, the temis of 

this Agreement or the LLC Operating Agreement, as applicable, shall apply. 

Section 4.3 Servicer Liable for Subservicers. Notwithstanding anything to the
 

contrary contained herein, the use of any Subservicer shall not release the Serviccr froID any of 

Cams. Servicing Agr~~m~nt 

18 Doc# us i :5765383v6 
its Servicing Obligations or other obligations under this Agreement, and the Servicer shall 

remain responsible and liable for all acts and omissions of each Subservicer as fully as if such 

acts and omissions were those of the Servicer. All actions of any Subservicer performed 

pursuant to the Subservicing Agreement with the Servicer shall be performed as an agcnt of the 

Servicer. No Subservicer shall be paid any fees or indemnified out of any Loan Proceeds, it 

being understood that all fees and related costs and liabilities of retaining any Subservicers shall 

be the sole responsibility of the Servicer.
 

Section 4.4 Managing Member Approval Required. Each Subservicing
 

Agreement and all amendments and modifications thereto and the selection of the Subservicer, 

regardless of whether the Subservicer is an Affliate of 
 the Servicer, shall be subject to the prior 

the Managing Member (which approval shall not be unreasonably witheld, 

delayed or conditioned so long as the provisions required under Section 4.2 are not modified or 

deleted). A copy of all Subservicing Agrecments, as executed and delivered and all amendments 

written approval of 


thereto, shall be provided to the Managing Member. 

Section 4.5 Regulation AB Requirements. The Servicer shall use
 

commercially reasonable efforts to confirm, where applicable, that each Subservicer (a) has in 

place policies and proccdurcs to comply with the provisions of Section I I 
 22(d)(l )(i), (ii) and (iv) 

of Regulation AB, and provide to the Servicer at the Subservicer's expense the anual reports 

(including the independent accountant report) required under Section 1122 of Regulation AB 

(regardless of whether any such requiremcnts apply, by their terms, only to companies registered 

or required to fie reports with the Securities and Exchange Commission) and (b) complies with 

Section 1122(d)(2)(i) through (vii), Section i 122(d)(3)(i) though (iv) and Section I l22(d)(4)(i) 

through (xiv) of 
 Regulation AB. 

ARTICLE V 

REPRESENT A TIONS, WARRTIES AND COVENANTS OF THE SERVICER 

Section 5. I Representations and Warranties. The Servicer hereby makes the
 

following representations and waranties as of the date hereof: 

(a) The Servicer (i) is a corporation, duly organized, validly existing and in 

good standing under the laws of the State of Georgia, (ii) has qualified or will qualify to transact 

business as a foreign entity and will rcmain so qualified, in the state or states and other 

the Serviccr's activities under this Agreement 

makes such qualification necessar; (iii) has al1licenses and other governental approvals 

jurisdictions whcre the Loans or the nature of 


necessar to can on its business as now being conducted and to pcrform its obligations 

hereundcr; and (iv) has established and shall maintain its principal place of business in the 

United States. 

(b) The Servicer has all requisite power, authority and legal right to service 

each Loan, and to execute, deliver and perform, and to enter into and consummate the 

transactions contemplated by, this Agreement, and this Agrccment has been duly authorized by 

all requisite corporate action on the par of the Servicer. 

Coms . Servicing Agreement 

J9 Do#' us i :5765J8.Jv6
 
(c) This Agreement and all agreements contemplated hereby to which the
 

Servicer is or will be a pary constitute the valid, legal, binding and enforceable obligations of 

the Servicer, except as such enforcement may be limited by banptcy, insolvency, 

reorganization or other similar laws affecting the enforcement of creditors' rights generally, and 

by general principles of equity (regardless of whether such enforcement is considered in a 

proceeding in equity or at law); and all requisite corporatc action has been taken by the Servicer 

to make this Agreement and all agreements contemplated hcreby to which the Servicer is or will 

be a party valid and binding upon the Servicer in accordance with their terms and conditions. 

(d) The Persons executing this Agreement on behalf ofthe Servicer are duly
 

authorized to do so. 

(e) The exccution and delivery of this Agreement by the Servicer, the
 

servicing of the Loans and the Collateral under this Agreement, the consummation of any othcr 

of the transactions contemplated by this Agreement, and the fulfillment of or compliance with 

the terms hereof are in the ordinary course of business of the Servicer and will not (i) result in a 

breach of any term or provision of the aricles or charter or bylaws or other organizational 

documents of 
 the Servicer; (ii) conflict with, result in a breach, violation or acceleration of, or 

result in a default (or an event which, with notice or lapse of time, or both, would constitute a 

default) under the terms of any agreement or other instrument to which thc Servicer is a party or 

by which it may be bound; or (iii) constitute a violation of any Law applicable to the Servicer, 

and the Servicer is not in breach or violation of any agreement or instrument, or in violation of 

any Law of any Governental Authority having jurisdiction over it which breach or violation 

may impair the Servicer's ability to perform or meet any of its obligations under this Agreement. 

(f) No litigation is pending or, to Servicer's knowledge, threatened, against
 

the Servicer that would prohibit the Servicer from entering into this Agreement or is likely to 

materially and adversely affect either the ability of the Servicer to pcrform its obligations under 

this Agrccment or the financial condition of the Servicer. 

(g) Any consent, approval, authorization or order of any Governental 

Authority required for the execution, delivery and performance by the Servicer of or compliance 

by the Servicer with this Agreement or the consummation of the transactions contemplated by 

this Agreement has been obtained and is effective. 

(h) Neither the Servicer nor any SubservIcer or thcir respective Affliates
 

shall, at any time, (i) be a partner or joint venturer with any Borrower, (ii) be an agent of any 

Borrower, or allow any Borrower to be an agent of the Servicer or any Subservicer, or (iii) have 

any interest whatsoever in any Borrower, Guarantor or other obligor with respect to any Loan or 

any of the CollateraL.
 

(i) The Serviccr is, and all times so long as this Agreement is in effect shall
 

rcmain, a Qualified Servicer. 

Section 5.2 Reporting, Books and Records and Compliance Covenants. The
 

Servicer covenants to the Managing Member as follows: 

Coms . Servicing Agreement 

20 Do#: USI:765J8Jv6
 
(a) The Servicer shall be responsible for submitting all Internal Revenue
 

Service information returns related to the Loans for all applicable periods commencing with the 

Effective Date. Information returns include reports on Forms 1098 and i 099 and any other 

reports required by Law. The Servicer shall be responsible for submitting all information returns 

required under applicable Law of any' foreign Governental Authority, to the extent such are 

required to be fied by the Company under such Law, relating to the Loans, for the calendar or 

tax year in which the Effective Date falls and thereaftcr. 

(b) The Servicer shall cause to bc kept and maintained (including records
 

transferred by the Managing Member to the Scrvicer), at all times, at the Servicer's principal 

place of business, a complete and accurate set of fies, books and records regarding the Loans 

and the Collateral, and the Company's interests in the Loans and thc Collateral, including records 

relating to the Collection Account, the Escrow Accounts and any Other Accounts maintained in 

connection with the Loans and Servicer Advances and the disbursement of the Loan Proceeds. 

The books of account shall be maintained in a maner that provides suffcient assurance that: 

(a) transactions are executed in accordance with the gencral or specific authorization of the 

Managing Member consistcnt with the provisions of the LLC Operating Agreement; and 

the Company are recorded in such form and maner as will: (i) permit 

preparation of federal, state and local income and franchise tax returns and information rcturns in 

accordance with the LLC Operating Agreement and as rcquired by Law; (ii) permit preparation 

(b) transactions of 


of the Company's financial statements in accordance with GAAP and the LLC Operating 

Agreement and the provisions of the reports required to be provided thereunder; and 

(iii) maintain accountability for the Company's assets. 

( c) The Servicer shall cause all such books and records to be maintained and
 

retained until the date that is the later of ten (i 0) years aftcr the Effective Date of this Agrecment 

and three (3) years after the date on which the final Loan Proceeds are distributed to the 

Company, which date shall be established by notice to the Servicer from the Managing Member. 

All such books and records shall be available during such period for inspection by the Managing 

Member, the Note Guarantor, the Advance Facility Agent and the Initial Member (and their 

respective reprascntatives, including any applicable Governental Authority) at all reasonable 

times during business hours on any Business Days (or, in the case of any such inspection after 

the term hereof, at such other location as is provided by notice to the Managing Member, the 

Note Guarantor, the Advance Facility Agent and thc Initial Member, as applicable), in each 

instance upon not less than two (2) Business Days' prior notice to the Servicer. Upon request by 

the Managing Member, the Servicer, at the sole cost and expense of the Managing Member, shall 

promptly send copies (the number of copies of which shall be reasonable) of such books and 

records to the Managing Member. The Servicer shall provide the Managing Member with 

reasonable advance notice ofthc Servicer's intention to destroy or dispose of any documents or 

files relating to the Loans and, upon the request of 
 the Managing Member, shall allow the 

Managing Member, at its own expense, to recover the samc from the Servicer. The Servicer 

shall also maintain complete and accurate records reflecting the status of taxes, ground rents and 

other recurrng charges which could become a Lien on any CollateraL. 

(d) Thc covenants set forth in Section 5.2(b) and (ç above to maintain a
 

complctt and accurate set of records shall encompass all fies in the Servicer's custody, 

Corn - Servicing Agreement 

21 Doc. USI5765383v6
 
possession or control pertaining to the Loans and the Collateral, including (except as required to 

be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original 

and other documentation pertaining to the Loans and thc Collateral, all documentation relating to 

items of income and expense pertaining to the Loans and the Collateral, and all of the Servicer's 

(and any Subservicer's) internal memoranda pertaining to the Loans and the CollateraL. 

(e) The Servicer shall cause to be furnshed to the Managing Member, each
 

month on the Specified Date, commencing the first month following the Effective Date, a 

monthly Electronic Report on the Loans and Collateral containing such information and 

substantially in the form set fort on Schedule 4 as the same may be amended from time to time 

by the Managing Member (without the consent of 
 the Initial Member) and the Scrvicer (the 

"Electronic Report"). The Electronic Report shall include, but not be limited to, the 

information required for the Managing Member to prepare, in accordance with the LLC 

Operating Agreement, the "Distrbution Date Report" and the "Monthly Report" (each as defined 

in the LLC Operating Agreement), and such other reports and information ac; the Managing 

Member shall reasonably require, to the extent such information is reasonably available to the 

Servicer. Notwithstanding the above, until the ninetieth (90th) day following the Closing Date, 

the applicable Electronic Reports may exclude certain of the information otherwise required to 

be included therein if and to the extent the Initial Member is obligated to provide such 

information (or other information that is a prerequisite to the Servicer being able to provide such 

information) to the Servicer and the Managing Member pursuant to the interim servicing and 

asset management support obligation set forth in Section 4. I of the Contribution Agreement and 

the Initial Member fails to timely deliver such information to the Servicer and the Managing 

Member. 

(f) The Scrvicer shall deliver, and shall cause each Subscrviccr to deliver, to
 

the Managing Member, on or before March ioth of each year, or such other day as the Managing 

Member and the Scrvicer may agree, commencing in the year 20 i 0, an officer's certificate 

stating, as to the signer thereof, that (i) a review of such pary's activities during the preceding 

calendar year (or portion thereof) and of its performance under this Agreement (or, as applicable, 

any Subservicing Agreement) has been made under such offcer's supervision, and (ii) to the best 

of such offcer's knowledge and belief, based on such review, such part has fulfilled all of its 

obligations under this Agreement (or, as applicable, any Sub 
 servicing Agreement) in all material 

respects throughout such year or portion thereof or, if there has been a failure to fulfill any such 

obligation in any material respect, specifying each such failure and the nature and status thereof. 

In the event any Subservicer was terminated, resigned or otherwise performcd in such capacity 

for only part of a year, such party shall providc such anual compliance certificate with respect 

to such portion of the year. 

(g) On or before March 10th of each year, or such other day as the Managing
 

Member and the Sericer agree, commencing in the year 20 i 0, the Servicer shall, and shall cause 

each Subservicer to, each at its own expense or the expense ofthc Managing Member, provide a 

report prepared by a nationally recognized firm of independent certificd public accountants to the 

effect that, with respect to the most recently ended fiscal year, such firm has examined certain 

records and documents relating to compliance with the servicing requirements in this Agreement 

and that, on the basis of such examination conducted substantially in compliance with either the 

Coms. Servicing Agreement 

22 Doc#. US 1:7653~3v6 
Uniform Single Attestation Program for Mortgage Baners or item 1122 of Regulation AB, such 

firm is of 
 the opinion that the Servicer (or Subservicer's) activities have been conducted in 

compliance with ths Agreement (including, to the extent applicable, Regulation AB), or that 

such examination has disclosed no material itcms of noncompliance except for (i) such 

exceptions as such firm believes to be immaterial, and (ii) such other exceptions as are set fort
 

in the report. 

Section 5.3 Audits. Until the later of the date that is ten (l0) years after the 

Effective Date and the date that is three (3) years after the date on which the final Loan Proceeds 

are distributed to the Company, which date shall be established by notice to the Servicer from the 

Managing Member, the Servicer shall, and shall cause each Subservicer to, (a) provide the 

Managing Member, the Note Guarantor, the Advance Facility Agent and the Initial Member and 

their respective representatives (including any Governental Authority), during normal business 

hour and on reasonable notice, with access to and the right to review all of the books of account, 

reports and records relating to the Loans or any Collateral, the Servicing Obligations, the 

Collection Account, the Escrow Accounts, any Other Accounts or any matters relating to this 

Agreement or the rights or obligations hereunder" (b) permit such representatives to make copies 

of and extracts from the same, (e) allow the Managing Member, the Note Guarantor, the 

Advance Facility Agent and the Initial Member to cause such books to be audited by accountats 

selected by the Managing Member, the Note Guarantor, the Advance Facility Agent or the Initial 

Member, as applicable, and (d) allow the Managing Member, the Note Guarantor, the Advance 

Facility Agent and the Initial Member to discuss the Servicer's and Subservicer's affairs, 

finances and accounts, as they relate to the Loans, the Collateral, the Servicing Obligations, the 

Collection Account, the Escrow Accounts, and any Other Accounts or any other matters relating 

to this Agreement or the rights or obligations hereunder, with its offcers, directors, employees, 

accountants (and by this provision the Servicer hereby authorizes such accountants to discuss 

such affairs, finances and accounts with such representatives), Subservicers, and attorneys. Any 

expense incurred by the Managing Member, the Note Guarantor, the Advance Facility Agent or 

the Initial Member and any reasonable out-of-pocket expense incurred by the Servicer in 

connection with the exercise by the Managing Member, the Notc Guarantor, the Advance 

Facility Agent or the Initial Member of its rights in this Section 5.3 shall be borne by the 

Managing Member, the Note Guarantor, the Advance Facility Agent or the Initial Member, as 

applicable; provided, however, that any expense incident to thc exercise by Managing Member, 

the Note Guarantor, thc Advance Facility Agent or the Initial Member of 
 their respectivc rights 

pursuant to this Section 5.3 as a result of or during the continuance of an Default by the Servicer" 

hereunder shall in all cases be borne by the Servicer. 

Section 5.4 No Liens. The Servicer shall not place or voluntarily permit any 

Lien to be placed on any of the Loans, the Collateral, the Loan Documents or the Loan Proceeds, 

except, in thc case of the Collateral, (i) as permitted under the Loan Documents where the 

applicable Borrower is not in default thereunder and (ii) as permitted by the terms of the 

Advance Facility or the Security Agreement, and shall not take any action to interfere with the 

Collateral Agent's rights as a secured party with respect to the Loans, the Collateral and the Loan 

Proceeds. 

Corns. Servicing Agreement 

23 

Docff: liS) j765J8Jv6 
i 

Section 5.5 Servicer's Duty to Advise; Delivery of Certain Notices. In 

addition to such other reports and access to records and reports as are required to be provided to 

the Managing Member, the Note Guarantor, the Advance Facility Agent and the Initial Member 

hereunder, the Servicer shall cause tobe delivered to the Managing Member, such information 

relating to the Loans, the Collateral, the Servicer and any Subservicer as the Managing Member, 

may reasonably request from time to time and, in any case, shall ensure that the Managing 

Member is promptly advised, in writing, of any matter of which the Servicer or Subservicer 

the Collateral, the Collection Account, the Escrow 

Accounts, any accounts created under the Advance Facility, any Other Accounts or any 

becomes aware relating to the Loans, any of 


the Company, the 

Note Guarantor, the Advance Facility Agent or- the Initial Member. Without limiting the 

Borrower or Guarantor that materally and adversely affects the interests of 


the foregoing, the Servicer shall immediately notify the Managing Member of (i) 

any claim, theatened claim or litigation against the Servicer, the Managing Member or the Initial 

Member arsing out of or with respect to any Loan, (ii) any material notice from any 

Governental Authority relating to any Collateral, (iii) any occurrence which could reasonably 

generality of 


be expected to result in cost overrns bcyond those contemplated to be fuded under the 

Advance Facility, (iv) in the case of any construction loan, any construction delays which would 

reasonably be expected to cause milestones in the Approved Construction Schedule (as defined 

in the Advance Facility) not to be met, or (v) any other occurrence which would reasonably be 

the then-applicable 

Approved Business Plan. In addition, the Servicer shall cause to be delivered to the Managing 

Member information indicating any possible Environmental Hazard with respect to any 

CollateraL. Further, the Servicer shall cause to be furnished to the Managing Member, cach 

month on thc Specified Date, commencing the first month following the Effective Date and 

together with the Electronic Report, a report with respect to each Loan and Collateral (i) 

containing a summary of the progress made, to the extent applicable, in the construction, 

marketing and leasing of the applicable project since the last such report, (ii) in thc case of any 

Loan, describing the remedial efforts or enforcement actions, if any, being undertaken by the 

expected to materially hampcr, prcvcnt or interfere with the effectuation of 


Servicer with respect to the applicable Loan, (iii) describing the status of the activities 

contemplated by the Approved Business Plan (which, among other things, identifies any facts or 

circumstances which are reasonably likely to hamper, interferc with, prevent or postpone 

cffectuation of 
 the applicable Approved Business Plan), (iv) to the extent applicable, containing 

an itemized statement of costs and expenses remaining to be paid in order to complete 

construction of the applicable project (including capitalized interest, real estate taxes and other 

soft costs) and a comparson of such costs and expenses with those in the Approved Budget, (v) 

to the extent requested by the Managing Member, any materials delivered by the Borrower to the 

Company or the Servicer pursuant to the applicable Loan Documents not theretofore delivered to 

the Managing Member (including, without limitation, copies of all plans and specifications, 

construction budgets and constrction schedules, construction contracts, architect's agreements, 

leasing and brokerage agreements, management agreements (and modifications to each of the 

foregoing) and materials delivered by thc applicable Borrower in connection with each request 

for an advance under the related Loan and (vi) such other information as thc Managing Member 

reasonably requests. 

Section 5.6 Notice of Breach. The Servicer shall immediately notify the 

Managing Member of any failure or anticipated failure on its part to observe and perform any 

Coms - Servicing Agreement 

24 

Do,#: US1:765J8.1v6 
waranty, representation, covenant or agreement required to be observed and pedormed by it as 

the Servicer. 

Section 5.7 Advances. Copies of 
 the Advance Facility, the LLC Operating 

Agreement and the other Ancilar Documents (or portions thereof) as are necessary for the 

Servicer to be familiar with in order to pedorm its obligations hereunder have been delivered to 

the Servicer by the Managing Member, and the Servicer acknowledges receipt thereof. Furter, 

the Managing Member shall provide the Servicer with copies of all Approved Business Plans, as 

and when approved by the Managing Member and the Advance Facility Agent in accordance 

with the Advance Facility, as shall be necessary in order for the Servicer to fulfill its obligations 

hereunder. The Servicer acknowledges that it will review, as and when received from the 

Managing Member, such copies of the Approved Business Plans, and agrees that the Servicer 

shall not make any advance under any Loan on behalf of 
 the Company unless (i) such advance is 

consistent with the applicable Approved Business Plan, (ii) the Company is entitled to a 

corresponding Advance Loan under the Advance Facility and (iii) it has rcceived the funds 

required and the consent of 
 the Managing Member to make the advance. 

Section 5.8 Financial Information. The Servicer will submit to the Company 

each of 
 its fiscal quarters, commencing on the 

Effective Date, and (ii) within ninety (90) days after the end of each of its fiscal years, 

commencing on the Effective Date, a lettcr certified by an offcer of the Servicer that details 

certain agreed upon financial trends and ratios. The Company shall keep confidential and shall 

not divulge to any party, without the Servicer's prior written consent, all financial information of 

(i) within forty-five (45) days after the end of 


the Servicer received by the Company. 

ARTICLE VI 

MANAGING MEMBER CONSENT 

Scction 6.1 Actions Requiring Managing Member Consent. Notwithstading
 

anything to the contrar contained in this Agreement, the Servicer shall not cause or permit to be 

taken any of the following actions without the prior written conscnt of the Managing Member 

(which, other than with rcspect to clause (g) below, will require the Managing Member to obtain 

the consent of 
 the Initial Member but which consent shall be deemed to have been obtained ifthc 

proposed action has been fully described in the applicable Approvcd Business Plan), which 

consent may be withheld or conditioned in the sole and absolute discretion of the Managing 

Member: 

(a) a Bulk Sale occurring during the 36-month period commencing on the 

Effective Date; 

(b) the payment of fees to, the sale or other transfcr (including through 

foreclosure or by deed in lieu thereof) of any Loan or Collateral or Acquired Collateral (or any 

portion thercof) to, or any other transaction with (whether or not at usual and customary rates), 

any Affiiate of 
 the Company, the Managing Member, the Servicer, any Affiiate ofthc Scrvicer, 

any Subservicer, or any Affliate of any Subservicer;
 

Corn - Servicing Agreement
 

25
 

Doc# us 1:76538,v6 
(c) the financing of the sale or other transfer of any Loans, Collateral or
 

Acquired Collateral (or any portion thereof); 

(d) the sale of any Loan or Collateral or Acquired Collateral (or any portion
 

thcreof) that provides for any recourse against the Company or the FDIC in any capacity, or 

against the interest in the Company held by the Initial Member or any sharc of the Loan Proceeds 

allocable to the Initial Member; provided, however, that this clause (d) shall not prohibit the 

Company from selling any Project (as defined in the Advance Facility Agreement) (in whole but 

not in par) with reasonable and customar representations and waranties (but in no event shall 

any representation or warranty survive beyond the dissolution of the Company) for the tye of
 

Project sold; 

(e) any disbursement of any funds in the Collection Account, the accounts
 

created under the Advance Facility or any Other Accounts, or funds disbursed from the Advance 

this Agreement, the LLC Operating 

Agreement, the Advance Facility, the Custodial and Paying Agency Agreement and the Security 

Agreement; 

Facility other than in accordance with the provisions of 


(f) advancing additional funds that would increase the Unpaid Principal
 

Balancc of any Loan other than with funds provided by the Term Loans under the Advance 

Facility or Excess Working Capital Advances, in each case used for the puroses for which the 

Term Loans may be uscd under the Advance Facility or Servicing Expenses to the 

extent that capitalizing such Servicing Expenses is or would have been, prior to the convcrsion of 

the Loan to Acquired Collateral, permitted under the applicable Loan Documents; 

proceeds of 


(g) in connection with its servicing and administration of any Loan and
 

management of the Collateral or Acquired Collateral, (i) approving (x) any material modification 

or amendment to, or cancellation or termination of, any Loan Documents, or (y) plans and 

specifications, construction budgets or construction schedules with respect to the projects which 

are the subject of such Loan (or material modifications to any of such items, including any 

this clause (i)(y), the Managing Member's pnor 

consent shall not be required for modifications that may be made without the Advance Facility 

Agent's consent under the applicable Approved Business Plan), (ii) waiving or forbearng from 

change orders) (provided that for purposes of 


the lender's rights under, or any conditions precedent to the funding of any 

advances under, such Loan; (iii) forgiving or reducing or forbearing from collecting any 

exercising any of 


the Loan or the performance of 

any other obligation relating thereto; (v) granting any consent under any Loan Documents 

(including, without limitation, with respect to any proposed transfers of any Collateral or 

transfers, pledges or changes in management of any direct or indirect interests in any Borrower, 

proposed alterations, proposed settlements of insurance claims, condemnation claims or 

deficiencies or proposcd applications of insurance proceeds or condemnation awards); (vi) 

consenting to any agrecment in any Insolvency Proceeding relating to any Loan, any Borrower, 

any Guarantor, any other obligor with respect to a Loan, or any Collateral, including voting for a 

plan of reorganization; (vii) subordinating the liens of the Loan Document; (viii) amcnding or 

waiving any provision of any intercreditor agreement or making any decisions with rcspect to the 

Loans under any interereditor agreement; or (ix) taking any other action regarding such Loan, 

indebtedness; (iv) releasing any paries liable for the payment of 


Coms - Servicing Agreement 

26 Ooc#: lJS15765JR:1vó 
the Advance Facility Agent; unless, 

in each case, such item or action is provided for under the then-applicable Approved Business 

Plan and is not prohibited under the Advance Facility, the LLC Operating Agreement or the 

other Ancilar Documents or otherwise inconsistent with the Servicing Standard; or 

Collateral or Acquired Collateral that requires the consent of 


(h) reimbursement for any expense or cost incured (or paid) to any Affliate of the Company, any Affiliate of the Servicer or any Affiiate of any Subscrvicer.

Section 6.2 Amendments, Modification and Waivcrs. No provision of this 

Agreement may be amended, modified or waived except in writing executed by the Managing 

Member and the Servicer, and each such amendment and modification shall be subject to the 

prior writtcn consent of the Initial Member, except for those provisions that may be amended by (~ 

the express terms hercofwithout the Initial Member's consent. 

Section 6.3 Conscnts Considered Obtained Through Approved Business Plan.
 

this Agreement, the Managing Member shall be 

considered to have obtained the Initial Member's consent to an act or action if such act or action 

has been describcd in all material respects in any Approved Business Plan. 

Notwithstanding any other provision of 


ARTICLE VII
 

DEFAULTS; TERMINATION; TERMINATION WITHOUT CAUSE
 

Section 7. I Defaults. A default ("Default") means the occurence of:
 

(a) any failure by the Servicer to remit to the Company or dcposit in the
 

Collection Account, the Escrow Accounts, any accounts created under the Advance Facility or 

any Other Accounts any amount required to be so remitted or deposited under the terms of (i) 

this Agreement or (ii) the Advance Facility or the LLC Operating Agreement; or 

(b) any Insolvency Event (without any cure period other than as may be
 

provided for in the definition of Insolvency Event) with respect to the Servicer or any of its 

Related Paries, or any Subservicer or any of it Related Parties; or 

(c) any failure by the Serviccr to duly perform its obligations in (i) Section
 

5.2(e), which failure continues unremedied for a period of five (5) days, or such other period as 

the Managing Member and the Servicer agrcc, after the date on which written notice of such 

failure, requiring the same to be remcdied, shall have been given by the Managing Member to 

the Servicer, or (ii) Section 5.2eD or ~, which failure continues unreredied for a period of 

twenty-five (25) days, or such other period as the Managing Membcr and the Servicer agree, 

after the datc on which written notice of such failure, requiring the same to be remedied, shall 

have been given by the Managing Member to the Servicer; or 

(d) any failure by the Servicer at any time (i) to comply with its obligation to
 

be a Qualified Servicer and to renew or maintain any permit or license necessary to carr out its
 

responsibilities under this Agreement in compliance with Law, (ii) to have an Acceptable Rating 

or (iii) to cause each Subservicer to meet the applicable characteristics of a Qualified Servicer as 

required under Section 4.1 and to renew or maintain any permit or license necessary to car out
 

Coms. Servicing Agreement 

27 Ooc#. US! :5765.83v6 
its responsibilitics under any Subservicing Agreement, which, in the case of either (i) or (ii), 

continues unremedied for a period of thirty (30) days after the date on which wrtten notice of 

such failure requiring the same to be remedied shall have been given by the Managing Member 

to the Servicer; or 

(e) any failure by the Servicer to cause any Subservicer to comply with the
 

terms of its Subservicing Agreement with the Servicer, the occurrence of a default or material 

breach by any Subsericer under its Subservicing Agreement or the failure by the Scrvicer to 

replace any Subservicer upon the occurence of any such event in accordance with the terms 

governng material breach or default under the applicable Subservicing Agreement; or 

(f) any other failure (other than those specified in any of Sections 7.l(a)
 

though il) by the Servicer to duly observe or perform any other covenants or agreements on the
 

par of 
 the Servicer contained in this Agreement or to perform any Servicing Obligation in 

compliance with the Servicing Standard, and such failure continues unremedied for a pcriod of 

thirty (30) days, or such other period as the Managing Member and the Serviccr agree, after the 

date on which written notice of such failure shall have been given by the Managing Member to 

the Servicer; provided, however, that in the case of a failure that cannot be cured within thirt 

(30) days (or such other period as the Managing Member and the Servicer agree) with the 

exercise of reasonable diligence, the cure period shall be extended for an additional thirty (30) 

days if the Servicer can demonstrate to the reasonable satisfaction of the Managing Member that 

the Servicer is diligently pursuing remedial action; or 

(g) the occurrence of any "Event of Default," as defined in the LLC Operating 

Agreement; or 

(h) the occurrence of any "Event of Default," as defined in the Securty
 

Agreement or the Advance Facility. 

Section 7.2 Termination with Cause.
 

(a) Upon the occurrence of a Default pursuant to this Agreement, in each 

case, without any cure period other than as may be provided for in Section 7. i above, the 

Managing Member or the Initial Member, in addition to any other rights the Managing Member 

or the Initial Member may have at law (including under the Uniform Commercial Code) or 

equity, including injunctive relief, specific performance or otherwise; may (i) terminate this 

Agrecment by providing a Termination Notice to the Servicer, (ii) terminate the Subservicing 

Agreements by providing a written termination notice to the Servicer and the Subservicers, and 

(iii) otherwise enforce this Agreement, in any case, without penalty or payment of any fee. 

(b) The Servicer hereby consents to its immediate and automatic termination
 

under this Agreement upon a Default under Section 7. i (b) of this Agreement. 

(c) Upon a default or failure of 
 the Managing Member to perform its

obligations under this Agreement in a material manner, including but not limited to, the failure of 

the Managing Member to pay to the Scrvicer the Servicing Fce in a full and timely manner, the 

Servicer, in addition to any other rights it may have pursuant to this Agreement, at law or in 

Corn. Servicing Agreemeni
 

28 

Doc#: us i:76538Jv6 
equity, may terminate this Agreement by providing a Termination Notice to the Managing 

Member, with a copy to the Note Guarantor, the Advance Facility Agent and the Initial Member. 

The Termination Notice shall set fort with specificity the natue of the default or failure to 

perform of the Managing Member and provide the Managing Member with no less than thirt 

(30) days to eure any such default or failure to perform. In the event that the default or failure to perform is not cured within thirty (30) days after the date of delivery of 
 the Termination Notice, 

the Servicer shall provide a second Termination Notice to the Managing Member with a copy to 

the Note Guartor, the Advance Facility Agent and the Initial Member, which second 

Termination Notice shall be prominently labeled as the "Second Termination Notice". Such 

Second Termination Notice shall confirm to the Managing Member that the Servicer shall 

continue to perform the Servicing Obligations under this Agreement until the earlier to occur of 

(i) ninety (90) days after the delivery of the Second Termination Notice to the Managing 

Mcmber, the Note Guarantor, the Advance Facility Agent and the Initial Member, and (ii) the 

transfer of the Servicing Obligations to a successor Servicer. The duty of the Servicer to 

continue to perform the Servicing Obligations as provided in the Second Termination Notice is 

contingent upon the timely and full payment ofthc Servicing Fee to the Servicer during such 

period. The Servicer shall cooperate fully and completely with the transition of 
 the Servicing 

Obligations to a successor Servicer in order to assure an orderly transfer. 

Section 7.3 Termination without Cause. (a) The Managing Member may,
 

without cause, terminate this Agreement, upon providing a Termination Notice to the Servicer, 

but only as and in accordance with the provisions set forth on Schedule 5 as the same may be 

amended from time to time by the Managing Member (without the Initial Member's consent) and 

the Servicer.
 

(b) The Servicer may, at any time after the first aniversar of the Effective 

Date and thereafter, without causc, tcrminatc this Agrcement. No termination of this Agreement 

by Servicer shall bc effective unless the Servicer delivers to the Managing Member, with a copy 

to the Note Guarantor, Advance Facility Agent and thc Initial Member, a Termination Notice, 

which for the purpose of 
 this Section 7.3(b) shall be a notice of Servicer's intent to terminate this 

Agreement. Such Termination Notice shall be provided at least sixty (60) days prior to any date 

specified by the Servicer as the date of termination of 
 the Servicer's Obligations under this 

Agreement. Notwithstanding the foregoing, such Termination Notice shall not be effective 

unless the Termination Notice contains confirmation of the intent and obligation of the Servicer 

to continue to perform its Servicing Obligations until the earlier of (i) ninety (90) days after the 

Termination Notice is given and (ii) such other date on which the Servicing Obligations are 

transferred to a successor Servicer, to be designated by the Managing Member, in an orderly 

manner. Servicer shall cooperate fully and completely with the transition of the Servicing 

Obligations to a successor Servicer in order to assure an orderly transfer. The Servicer issuing 

the Termination Notice shall be liable for all costs associated with the transfer of Servicing 

Obligations to the successor Servicer, including but not limited to the eosts of transporting thc 

servicing files and the provision of any notices to Borrowers. 

Section 7.4 Effective Date. Termination as specified in this Aricle VII shall 

be effective at such time as is specified in the Termination Notice. In the event of such 

termination, all authority and power of the Servicer under this Agreement, whether with respect 

corus - Servicing Agreement 

Doc#: USI:765J8Jv6 

29 
to the Loans or otherwise, shall pass to and be vested in the Managing Member or the successor 

servicer designated by the Managing Member in the case of termination by the Managing 

Member or as designated by solely by the Initial Member in the case of termination by the Initial 

Member. The Servicer agrees to cooperate with the Managing Member and any successor 

servicer with respect to the timely and orderly transition of its obligations under this Agreement. 

The Servicer shall be liable for all obligations of the Servicer that have accrued under this 

Agreement or at Law prior to such termination. 

Section 7.5 Accounting. Upon termination of 
 this Agreement as set forth 

herein, the Servicer shall account for and turn over to the Managing Member or its designee 

funds collected under the terms of this Agreement. The Servicer shall provide written notice in 

conformance with all applicable Law to the Borrowers to indicate that their Loans will 

henceforth be serviced by the Managing Members, and transfer its duties as the Servicer to the 

Managing Member. 

ARTICLE VIII
 

INDEPENDENCE OF PARTIES; INDEMNIFICATION
 

Section 8. I Independence of Paries. The Servicer shall have the status of, and 

act as, an independent contractor. Nothing herein contained shall be construed to crcate a 

parnership or joint venture or any similar relationship between the Managing Member and the 

Servicer. 

Section 8.2 Indemnification. (a) The Servicer agrees to indemnify, defend and
 

hold harmless the Company, the Managing Member, the Note Guarantor, the Advance Facility 

Agent, the Initial Member and each of their respective Affliates, directors, offcers, employees 

and agents and each ofthcir rcspective successors and assigns (the "Company Indemnified 

Parties") from and against any and all claims, demands, suits, actions, proceedings, assessments, 

losses, costs, expenses (including attorneys' fees), damages and liabilities of any kind or nature 

whatsoever directly or indirectly resulting from or arising out of or related to (i) any inaccuracy 

in any of the Servicer's waranties or representations contained in this Agreement, (ii) any failure 

by the Servicer to observe or perform any or all ofthe Servicer's covenants, agreements or 

warranties contained in this Agreement and (iii) any act taken by the Servicer purportedly 

pursuant to a power of attorney granted by the Managing Member which act results in a claim 

related to the unlawful use of such power of attorney. The Servicer shall immediately notify the 

Company Indemnified Pary if a claim is madc with respect to this Agreement or any Loans or 

the Company Indemnified Pary) the defense of any 

such claim and pay all expenses in connection therewith, including attorneys' fees, and promptly 

pay, discharge and satisfy any judgment or decrcc which may be entered against it or any 

Company Indemnified Pary in respect of such claim. No expenses incurred by the Servicer or 

any Subservicer in connection with its obligations under this Section 8.2 shall constitute 

Servicing Expenses or otherwise be deducted from or reimbursed out of Loan Proceeds. The 

Servicer shall follow any reasonable written instructions received from the Company 

Indemnified Part in connection with such claims, it being understood that the Company 

Indemnified Party shall have no duty to monitor or give instructions with respect to such claims. 

Collateral, assume (with prior consent of 


Corus . Servlclßg Agreement 

30 Ooc#: us I :S7653~3v6 
(b) The Managing Mcmber agrees to indemnify, defend and hold haress the 

Servicer and its Affliates, directors, offcers, employees and agents and its successors and 

assigns (the "Servicer Indemnified Parties", and together with the Company Indemnified 

Parties, the "Indemnified Partes") from and against any and all claims, demands, suits, actions, 

proceedings, assessments, losses, costs, expenses (including attorneys' fees), damages and 

liabilities of any kind or nature whatsoever directly or indirectly resulting from or arsing out of 

or related to (i) any failure by the Managing Member or Company to consent to consent to any 

act of thc Servicer where such consent is required pursuant to the terms of this Agreement and 

the Servicer in accordance the written direction the Managing 

Member (other than, in each case, due to gross negligence, violation of law or willful misconduct 

(ii) any act or omissions of 


of the Servicer). The Managing Member shall.immediatcly notify thc Servicer Indemnified 

Party if a claim is made with respect to this Agreement or any Loans or Collateral, assume (with 

prior consent of 
 the Servicer Indemnificd Pary) the defense of any such claim and pay all 

expenses in connection therewith, including attorneys' fees, and promptly pay, discharge and 

satisfy any judgment or decree which may be cntcred against it or any Servicer Indemnified 

Part in respect of such claim. The Managing Member shall follow any reasonable written 

instructions received from the Servicer Indemnified Pary in connection with such claims, it 

being understood that the Servicer Indemnified Party shall have no duty to monitor or givc 

instructions with respect to such claims. 

Section 8.3 Procedure for Indemnification. Promptly upon receipt of written 

notice of any claim in respect of which indemnity may be sought pursuant to the terms of this 

Agreement, the Indemnified Party will use its best efforts to notify the Servicer or Managing 

Mcmbcr, as applicable (the "Indemnifying Pary") in writing thereof in suffcient time for the 

Indemnifying Pary to respond to such claim. Except to the extent that the Indemnifying Pary is 

prejudiced thereby, the failure of the Indemnified Party to promptly notify the Indemnifying 

Party of any such claim shall not relieve the Servicer from any liability which it may have to the 

Indemnified Pary in connection therewith. If any claim shall be asserted or commenced against 

the Indemnified Pary, the Indemnifying Part wil be entitled to participatc therein, and to the 

extent it may wish to assume the defense, conduct or scttlement thereof, it shall be entitled to do 

so with counsel reasonably satisfactory to the Indemnified Pary; provided, however, that in the 

event the Indemnifying Party fails, in the reasonable judgment of the Indemnified Party, 

vigorously to"defend or pursue or attempt to settle such claim, the Indemnified Member shall 

have the right to assume the conduct, defense or settlement thereof. After notice from the 

Indemnifying Pary to the Indemnified Part of its election to assume the defense, conduct or 

settlement thereof, the Indemnifying Party will not bc liable to the Indemnified Party for any 

legal or other expenses consequently incurred by the Indemnified Party in connection with the 

defensc, conduct or settlement thcreof. 

Section 8.4 Pre-Effective Date Liabilities. Notwithstanding anything to the 

contrar herein, it is understood and agreed that the Servicer shall not be liable for any liabilities 

or obligations attributable to an act, omission or circumstances of the Initial Member, the FDIC, 

the Failed Bank and the Company that occurred or existed prior to the Effective Date. 

Corn - Servicing Agreement 

31 

Doc#: USI:765J8Jv6 
ARTICLE ix 

NOTICES 

All notices, requests, demands, and other communications required or permitted to be 

given or delivered under or by reason"ofthe provisions of this Agreement shall be in writing and

shall be mailed or delivered to the applicable address or electronic mail address of the paries

specified below for such Person or to such other address or electronic mail addrcss as shall be 

designated by such pary in a notice to the other paries. All such notices and other 

communications shall be deemed to be given or made upon the earlier to occur of (i) actual 

receipt (or refusal thereof) by the relevant par hererto and (ii) (A) if delivered by hand or by a 

nationally recognized courier service, when signed for (or refused) by or on behalf of the 

relevant par hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails,
 

postage prepaid; and (C) if delivered by electronic mail, when delivered. In no event shall a 

voice maíl message be effective as a notice, communication or confirmation hcrcunder. 

If to the Managing Member: CCV Managing Member, LLC 

c/o Nortwest Investments, LLC 

591 West Putnam Avenue 

Greenwich, CT 06830 

Attention: Marcos Alvarado 

Email:malvaradoC?starood.com 

with a copy to: Skadden, Ars, Slate Meagher & Flom LLP
 

Four Times Square 

New York, NY 10036 

Attention: Wiliam Rubenstein 

Email: william.rubensteinCiskadden.com 

If to the Initial Membcr or 

the Advance Facility Agent: 

Timothy A. Krse 

Senior Capital Markets Specialist 

Federal Deposit Insurance Corporation 

550 17th Street, N.W. 

Room F-7026 

Washington, D.C. 20429 

Email: TKrseCâlfdic.gov 

with a copy to: Senior Counsel 

FDIC Lcgal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearn 

Email: DGearinCifdic.gov 

coms . Servicing Agreement 

Do# US! :576538.1v6 

32 
and 

and 

and 

If to the Note Guarantor: 

with a copy to: 

I f to the Servicer: 

with a copy to: 

Coms . Servicing Agrccment 

George C. Alexander 

Manager, Capital Markets & Resolutions 

Federal Deposit Insurance Corporation 

Room F-7008 

550 17th Street, N.W. 

Washington, D.C. 20429 

Gal exanderCifdic. gov 

Thomas Rabur
 

FederalDeposit Insurance Corporation
 

TRaburßùfdic.gov 

Robert W. McComis 

Senior Capital Markets Specialist 

Federal Deposit Insurance Corporation 

550 i 7th Street, N.W. 

Room F-7036 

Washington, D.c. 20429
 

RMccomisßùfdic.gov 

Bret D. Edwards 

Director, Division of Finance 

c/o Federal Deposit Insurance Corporation 

3501 Fairfax Drive (Room E-7056) 

Attention: Bret D. Edwards 

Arlington, V A 22226 

Bedwardsßùfdic. gov -" 

David Gearin
 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, VA 22226 

DgearinCw.fdic.gov 

TriMont Real Estate Advisors, Inc. 

3424 Peachtree Road NE, Suite 2200 

Atlanta, GA 30326 

Attention: David Wahl 

Email: dwahlßùtrimontrea.com 

Kilpatrick Stockton LLP 

33 Ooc#- liS 1-5765J~:iv6 
I 100 Peachtree Street, Suite 2800 

Atlanta, GA 30309 

Attention: Richard W. White 

. Email: Rwhite(äkilpatrickstockton.com 

ARTICLE X

GOVERNING LA Wi JURISDICTION 

Section 10.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED 

BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW, BUT IF FEDERA 

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 Agreement shall require any unlawful action 

or inaction by any part hereto. 

Section 10.2 Jurisdiction; Venue and Service. Each of the parties hereto, for 

itself and each of its Affliates, hereby irrevocably and unconditionally: 

(a) (i) agrees that any suit, action or proceeding instituted against it by any
 

other pary with respect to this Agreement may be instituted, and that any suit, action or 

proceeding instituted by it against any other par with respect to this Agreement shaH be 

instituted, only in the Supreme Court of the State of New York, County of 
 New York, or the U.S.

District Court for the Southern District of New York, as the party instituting such suit, action or 

proceeding may choose (and appellate courts from any of the foregoing), (ii) consents and 

submits, for itself and its propert, to the jurisdiction of such courts for the purose of any such 

suit, action or proceeding instituted against it by any other par and (iir) agrees that a final 

judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other 

jurisdictions by suit on the judgment or in any other manner provided by Law; 

(b) agrees that service of all writs, process and summonses in any suit, action
 

or proceeding pursuant to Section 10.2(a) may be effected by the mailing of copies thcrcof by 

registered or certified mail, postage prepaid, to it at its address for notices pursuant to Aricle IX 

(with copies to such other Persons as specified therein); provided, however, that nothing 

contained in this Section i 0.2(b) shall affect the ability of any pary to be served process in any 

other manner permitted by Law; 

(c) (i) waives any objection that it may now or hereaftcr have to the laying of
 

venue of any suit, action or proceeding arising out of or relating to this Agreement brought in 

any court specified in Section 10.2(a), (ii) waives any claim that any such suit, action or 

proceeding brought in any such court has been brought in an inconvenient forum and (iii) agrees 

not to plead or claim either of the foregoing; and 

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34 Oo#: USI:76SJ83v6
 
(d) agrees that nothing contained in ths Section 10.2 shall be binding upon or
 

construed to constitute consent to jurisdiction by the Failed Ban or the FDIC, in any capacity, or 

constitute a limitation on any removal rights the FDIC, in any capacity, may have. 

Notwithstanding the above, if at any time the Initial Member shall replace the 

Managing Member hereunder pursuant to the terms of thc LLC Operating Agreement, the terms 

of this Section 10.2 shall be restated as follows: 

"The Servicer, on behal f of itself and its Affiiates, hereby irrevocably and 

unconditionally: 

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 Affliates 

commenced by the FDIC, in any capacity, arising out of, relating to, or in connection with this 

(a) (i) consents to the jursdiction of 


Agreement, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

cour or dispute-resolution forum other than the cour in which the FDIC, in any capacity, fies 

the action, suit or proceeding without the consent of the FDIC;

(8) assert that venue is improper in cither the United States
 

New York or the United States District Court for the 

District of Columbia; or 

District Cour for the Southern District of 


(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; 

jurisdiction of 
 the Supreme Court ofthc State of (ii) consents to the 


New York, County of New York, for any suit, action or proceeding against it or any of its 

Affliates commenced by the FDIC, in any capacity, arising out of, relating to, or in connection 

with this Agreement, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any other court or dispute-rcsolution foru without the consent of 
 the FDIC;

(B) assert that venue is improper in the Supreme Court of the
 

State of New York, County of 
 New York; or 

the State of 
 New York, (C) assert that the Supreme Court of 


County of New York is an inconvenicnt forum;

(iii) agrees to bring any suit, action or proceeding against the FDIC, in
 

any capacity, arising out of, relating to, or in connection with this Agreement, the LLC Operating 

Agreement or any Ancillary Document in only either the United States District Court for the 

('oms. Servicing Agreemeni
 

35 Doc# liS I :576538Jv6 
Southern District of New York or the United States Distct Cour for the District of Columbia, 

and waives any right to remove or transfer such suit, action or proceeding to any other cour or 

the FDIC, and agrees to consent thereafter to 

transfer ofthe suit, action or proceeding to either the United States Distrct Court for the 

dispute-resolution forum without the consent of 


New York or thc'Unitcd States Distrct Court for the Distrct of Columbia at 

the option of the FDIC; and 

Southern Distrct of 


(iv) agrees, if the United States Distrct Court for the Southern District
 

of New York and the United States District Court for the District of Columbia both lack 

jursdiction to hear a suit, action or proceeding falling within Section 10.2(a)(iii), to bring that 

suit, action or proceeding in only the Supreme .Cour of the State of New York, County of New 

Yark, 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 FDIC. 

(b) The Servicer, on behalf of itself and its Affiiates, hereby irrevocably and 

unconditionally agrees that any final judgment entered against it in any suit, action or proceeding 

falling within Section io.2(a) may be enforced in any court of competent jurisdiction. 

( c) Subject to the provisions of Section 10.2(d), the Servicer, on behalf of itself and
 

its Affliates, and the FDIC hereby irrevocably and unconditionally agrees that service of all 

writs, process and summonses in any suit, action or proceeding pursuant to Section 10.2(a) or 

Section I 0.2(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 Aricle ix (with copies to such other 

Persons as specified therein); provided, however, that nothing contained in this Section 10.2(c) 

shall affect the right of any party to serve process in any other manner permitted by law. 

(d) Nothing in this Section i 0.2 shall constitute consent to jurisdiction in any cour by 

the FDIC, other than as expressly provided in Section I 0.2(a)(iii) and Section 1 O.2(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 foru." 

Section 10.3 Waiver of Jury TriaL. EACH OF THE PARTIES HERETO, FOR 

ITSELF AND EACH OF ITS AFFILIATES, HEREBY IRREVOCABLY AND 

UNCONDITIONALL Y WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

THA T ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

ARTICLE XI 

MISCELLANEOUS 

Section I I. i No Assignment by Servicer; No Transfer of Ownership Interests in 

Servicing Rights.
 

(a) The Servicer hereby acknowledges that this Agreement constitutes a
 

personal services agreement between the Managing Member and the Servicer. Any of the 

C oms - Servicing Agr~ement 

36 Doc#: us I :5765:i8:iv6 
this Agreement: (a) any merger, 

consolidation or dissolution involving the Servicer or (b) any transfer or all or substantially all of 

following shall constitute an assignment for all purposes of 


the assets of the Servicer, notwthstading whether any of the foregoing transactions occur at one 

time. The Servicer shaH not assign any rights or 

obligations hereunder to any other Person other than as is expressly provided in this Agreement. 

time or in the aggregate over a period of 


Any purported sale, sub-paricipation or assignment or delegation in violation of this Section 

I 1.1 (a) shall be void ab initio and of no force or effect whatsoever. 

(b) Under no circumstances shall the Scrvicer (i) transfer to any Subservicer 

or any other Pcrson any ownership interest in the servicing of the Loans or any right to transfer 

or scll the servicing to the Loans (other than in connection with the sale of any Loan), or (ii) 

assign, pledge or otherwise transfer or purport to assign, pledge or otherwise transfer any interest 

to any Subservicer or other Person in thc servicing of the Loans (other than in connection with 

the sale of any Loan). Any purported assignment, pledge, delegation or other transfer in 

violation of this Section 11.1 (b) shall be void ab initio and of no force or effect whatsoever. 

(c) The Servicer hereby acknowledges and agrees that the provisions of this 

Section i I. I also prohibit a Change of Control. Any Change of Control in violation of this 

Section I l.l(c) shall bc void ab initio and of no force or effect whatsoever. 

Scction i 1.2 Legal Fees. No pary to this Agreement shall be responsible for 

the payment of the legal fees or expenses incured by the other pary hereto in connection with 

this Agreement or any subsequent modifications or supplements 

hereto. 

the negotiation and execution of 


Section 11.3 Entirc Agreement. This Agreement contains the entire agreement
 

between the Managing Member and the Servicer and supersedes any and all other prior 

agreements, whether oral or written, with respect to the subject matter hereof. 

Section I 1.4 Counterpars; Facsimile Signatures. This Agrccment may be
 

executed in two (2) or more counterpars, cach 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 clcctronic 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 Agreemcnt shall raise the use of a facsimile machinc or other 

electronic means to deliver a signature or thc 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 Pcrson forever waives 

any such defense. 

Section 11.5 Headings. Paragraph titles or captions contained in this Agreement 

are inserted only as a matter of convenience and for rcfen:nce 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 hercin shall refer to Sections and paragraphs in this Agreement 

unless otherwise specified. 

coms . Servicing Agreement 

37 

Docl,. liS 1. 765JRJv6 
Section 11.6 Constrction. This Agreement shall be construed and interpreted
 

in accordance with the following: 

(a) References to "Affliates" include, with respect to any specified Person,
 

only such other Persons which from time to time constitute "Affliates" of such specified Person, 

and do not include, at any paricular time, other Persons that may 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) References to any document, instrument or agreement (including this
 

Agreement) (a) shall be deemed to includc all appendices, exhibits, schedules and other 

attachments thereto and all documents, instruments or agreements issued or executed in 

replacement thereof, and (b) shall mean such document, instrument or agreement, or replacement 

thereto, as amended, modified and supplemented from time to time in accordancc with its terms 

and as the same is in effect at any givcn time. 

(e) Unless otherwise specified, the words "hcreof," "herein" and "hereunder"
 

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

provision of this Agreement. 

(t) The words "include" and "including" and words of similar import are not
 

limiting, and shall be constred to be followed by the words "without limitation," whcthcr or not 

they are in fact followed by such words. 

(g) The word "during" when used with rcspect to a period of time shall be 

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

such period. 

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

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

be deemed to include the personal pronoun of the appropriate gender.

Section 11.7 Compliance with Law. Except as otherwise specifically provided 

herein, each party to this Agrcement shall, at its own cost and expense, obey and comply with all 

applicable Laws, as they may pertain to such party's performance of its obligations hereunder. 

this Agreement which is prohibitcd 

or unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited 

as follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

Section 11.8 Severability. Any provision of 


paricular Person or Persons and/or under any particular circumstance or circumstances, such
 

provision shall bc ineffective, but only in such jursdiction and only with respect to such 

paricular Person or Persons and/or under such paricular circumstance or circumstances, as the 

Corn - Servicing Agreement 

38 

Do# USU765J8Jv6
 
case may be; (ii) without limitation of clause (i), 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 jursdiction shall not invalidate or render 

unenforceable such provision in any other jursdiction; and (iii) without limitation of clauses (i) 

or (ii), 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 cour proceeding, such cour 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 

cour shall have the power to, and shall, (x) 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 necessar so that such 

provision, as so modified, may then be enforced in such proceeding and (y) enforce such 

provision, as so modified pursuant to clause (x), in such proceeding. Nothing in this 

Section 11.8 is intendcd to, or shall, limit (1) the ability of any party to this Agreement to appeal 

any court ruling or the effect of any favorable ruling on appeal or (2) the intended effect of 

Section 10. I . 

Section 11.9 Third Party Beneficiaries. The Initial Member shall be and is 

hereby designated as a third pary beneficiary under this Agreement, and, as such, the Initial 

Membcr is entitled to enforce this Agreement as if 
 the Initial Member were a pary hereto. The

Company, the Note Guarantor and the Advance Facility Agent shall be and are hereby 

designated as third party beneficiaries under this Agreement with respect to those provisions of 

this Agreement which expressly grant rights to such Persons, and, as such, each is entitled to 

enforce such provisions of this Agreement as if such Person were a pary hereto. 

Notwithstanding the foregoing, neither the Note Guarantor, the Advance Facility Agent, the 

Company nor the Initial Member shall have any obligation to undertakc any of the duties of the 

Managing Member hereunder and shall have no liability whatsoever to the Servicer, any 

Subservicer or any other party related to this Agreement. There shall be no other third pary 

the Note Guarantor and the Advance Facility Agcnt as third party 

beneficiarcs hcreunder shall terminate at such time as the Note Guarantor or the Advance 

Facility Agent, as applicable, notifies the Servicer that the reimbursement obligations in favor of 

the Note Guarantor under the Security Agreement or the Company's obligations under the 

Advance Facility, as the case may be, have been paid in full, but shall be reinstated in the event 

that the relevant party notifies the Servicer that such obligations have been reinstated in 

accordance with its terms. 

beneficiaries. The rights of 


Section 1 1.10 Protection of Confidential Information. Thc Scrvicer shall keep
 

confidential and shall not divulge to any party, without the Managing Member's prior written 

consent, any information pertaining to the LLC Operating Agreement, the Loans or any 

Borrower or the Collateral thereunder, except as required pursuant to this Agreement and except 

to the extent that it is nccessar and appropriate for the Servicer to do so in working with legal 

counsel, auditors, taxing authoritics, regulatory authorities or any other Governental Authority 

or in accordance with the Servicing Standard; provided, that, to thc extent that disclosure should 

corus . Servicing Agreement 

39 

DocU USI :576S~g3v6 
be required by law, rule, regulation (including any securties listing requirements or the 

requirements of any self-regulatory organization), subpoena, or in connection with any legal or 

regulatory proceeding (including in connection with or pursuant to any action, suit, subpoena, 

arbitration or other dispute resolutionprocess or other legal proceedings, whether civil or 

criminal, and including before any court or administrative or legislative body), the Servicer will 

use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by 

law) notify the Managing Member and the Initial Member, the Advance Facility Agent and the 

Note Guarantor within one (1) Business Day after its knowledge of such legally required 

disclosure so that the Managing Member, the Initial Member, the Advance Facility Agent and/or 

the Note Guarantor may seek an appropriate protective order and/or direct the Managing 

Member to waiver the Servicer's compliance with this Agrcement. Notice shall be by telephone, 

by email and in writing. In the absence of a protective order or waiver, the Servicer may make 

such required disclosure if, in the written opinion of its outside counsel (which opinion shall be 

provided to the Managing Member, the Initial Member, thc Advance Facility Agent and thc Note 

Guarantor prior to disclosure pursuant to this Scction i 1.10), failure to make such disclosure 

would subject the Servicer to liability for contempt, censure or other legal penalty or liability. 

Section 11.11 Time of Essence. Time is hereby declared to be of the essence of 

this Agreement and of every par hereof. 

Section 1 1.12 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 gi ven 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 11.13 No Right of Setoff. The Servicer hereby waives any and all rights 

it may otherwise have (whether by contract or operation of Law or otherwise) to any setoff, 

offset, counterclaim or deduction (or to assert any claim for any sctoff, offset counterclaim or 

deduction) against the Loan Proceeds. 

Section 11. 14 Release of Initial Member and Others. The Serviccr hereby 

releases and discharges the Initial Member, the FDIC, the Failed Ban and its predecessors-ininterest, any of the Ownership Entities existing as of thc Effcctive Date and all of thcir respective 

offcers, directors, employees, agents, attorneys, contractors and representatives, and all of their 

respective successors and assigns and Affliates (but excluding, in all cases, the Managing 

Member), from any and all claims (including any counterclaim or defcnsive claim), demands, 

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

the Servicer had, has or might have in the futurc, whether known or unkown, which are related 

in any maner whatsoever to the servicing of the Loans or Collateral prior to the Effective Date 

by thc Initial Member, the Failed Bank or its predecessors-in-interest, the FDIC or any Person 

acting on behalf of the Initial Member, the FDIC, the Failed Ban or its predecessors-in-interest 

or any of the Ownership Entities existing as of the Effective Datc (othcr than for acts or 

omissions constituting gross negligence, violation of law or willful misconduct). 

(' oms - Scrvicing Agrcement 

40 

Doc#: us 1:76S38~v6 

', 

,";: :f. '.,1 
(Remainder of Page Intentionally Left Blank) 

C oms - Serv icing Agreemeni 

41
 

Doc#: US1:76538Jv6 
IN WITNESS WHEREOF, the paries hero have caused ths Agreeent to be exected 

as of the day and yea first above wrtten.

MAAGING MEMBER:
 

CCV MAAGING MEMBER, LLC 

SERVICER:
 

TRIONT REAL ESTATE ADVISORS, INC.
 

By:
 

Name: Ernest J. Davis
 

Title: Managing Director
 

l:~ 

CON - Sering Agremt 
IN WITNESS WHEREOF, the pares herto have caused this Agreeent to be exected 

as of 
 the day and yea first above wrtten.

MAAGING MEMBER:
 

CCV MAAGING MEMBER, LLC 

By: 

Name: 

Title: 

SERVICER: 

By: 

Nam

Title

Coni - Sericing Agreeaii 
EXHIBIT A 

LOAN SCHEDULE 

(attached) 

Coms . Servicing Agreement 

A Doc#: US! :576538Jv6 
SCHEDULE 1 

FEE SCHEDULE 

(attached) 

C oms. Servicing Agreement 

Do# USI:576538Jv6 
SCHEDULE 2 

SERVICING OBLIGATIONS 

(attached) 

Coms . Servicing Agreement 

Ooc#: USI :5765383v6 
Schedule 2: Servicing Obligations 

Primar Asset Management of Performing Loans includes the following: 

. Establish and maintan appropriate borrower and other relationships
 

. Monitor and enforce document compliance including borrower / sponsor / guarantor
 

reporting, collateral covenant compliance and financial reporting compliance 

. Perform draw review and administration for loans funded by client as well as review 

draws funded by third pary lenders 

. Review of anual budgets and business plans with submission of an approval mcmo to
 

client based on lendcr approval rights from loan documents 

. Review operating statements including analysis of revenue, expenses, net operating 

income, net cash flow, debt service coverage ratios and occupancy. Monitor performance 

through comparson of Actual versus Budget and Underwriting with inquirIes about 

discrepancies 

. Analyze Major Leases for basic terms and economic viability. Coordinate lender 

approval on lender decision rights as appropriate 

. Provide quarterly valuation analysis and risk management reporting which includes a
 

valuation model, cash flo~ analysis, markct study and asset status commentar in a 

customized format 

. Perform anual property inspections, or more frequently if required, and provide monthly 

summares on the pcrformancc of thc property 

. Provide access to database and create customized asset level and portfolio level reporting
 

as agreed to (please see commentar in the fees section related to this point) 

. Primar Asset Management for Construction Loans will also include: 

a Review project budget to monitor that the project is progressing on time, on budget 

and lien free 

o Pcrform draw review and administration (for both client loan and third pary loans) 

prior to making recommendation for funding including confirming satisfaction of 

all conditions precedent to draw including receipt of title updates, consultant 

reports, and appropriate lien waivers, review and verify draw package and invoices, 

review budget reallocations, costs spent to date, and remaining funds available, on a 

line by line basis, are suffcient to cover remaining project costs 

Q Perform site inspections within 90 days of closing or acquisition and then every 3 

months thereafter or ac; othcrwise mutually agreed upon 

. Primary Asset Management for Residential / Commercial Sellout Loans will also include: 

o Provide customized tracking of sales activity and velocity by unit type, sizc, view 

and pricc points 

o Prepare detailed sales activity reports 

o Monitor compliance of borrowers with loan documentation to ensure proper 

distribution of net sales proceeds to the lender(s) 

a Coordinate collateral releases of condominium units/parcels 

a Address HOA and commercial association issues 
Special Asset Management of 
 Non-Performing Loans and REO includes the following:

All items normally performed under Primary Asset Management and also the following: 

. Complete a review of the deal including identifying potential enforcement rights and 

remedies, summarzing intercreditor agreements to ensure compliance, reviewing 

guarantccs to assess borrower's potential liability, analyzing historic loan payments and 

cash usages from property, and working with counsel on documents to preserve lenders 

rights including pre-negotiation agreement, default letter, non-waiver letter, etc 

. Draft an Asset Resolution Plan by completing a valuation of the asset and project cash 

flows to the note holder, performing scenaro analysis of potential exit strategies and 

recommendation, completing analysis of borrower, principals, historic track record, 

financial condition, etc 

. Implement approved workout plan through negotiation of any settlement or modifications 

with the borrower, managing counsel in the preparation of forbearance agreements or 

modifications, managing approved remedy enforcement action including foreclosure or 

pursuit of guarantors, developing strategies to deal with assets in bankuptcy, identifying 

loan sale opportunities and handling loan sale process 

. Address construction issues, if any 

. For assets that become REO, scope of services would include the following: 

o Create Business Plan and Exit Stratcgy based on assessment of asset's highest and 

best use, current on-site staffing and market conditions 

o Install new property managemcnt, leasing, marketing and construction teams, 

including negotiation of appropriate agreements 

o Resolve any accounts payable matters
 

o Coordinate governent or related items including issues related to liens, 

entitlements, permits, code compliance, ADA, eminent domain issues, ctc 

o Initiate RFP process and select broker
 

o Manage asset disposition including pre-marketing, market outreach, negotiation 

period, due diligence / inspection period and closing 

Loan Servicing and Treasury include the following: 

. Boarding of positions onto loan servicing system and maintaining transaction histories 

. Update billings records and generate borrower statements / invoices, verifying amounts
 

charged 

. Process requests such as payoff quotes, prepayment calculations, loan histories, etc 

. Monitor collection of all required monetar payments and disburse in accordance with
 

documents. Ensure that loan payments are processed in a timely mancr for the corrcct 

amounts 

. Monitor loan cash flows along with the payment and compliance of real estate taxes, 

insurance, ground lease and other type payments 

. Administer escrow and reserve accounts as required under the loan documents
 

. Provide Cash Remittance Reporting including reconciliation of client's funds and client's 

balance sheets 

. Manage loan and collateral documentation including storage in clcctronic library utilizing 

Documentum 

2 
. Oversee baning related activity including cash handling of portfolio receipts and 

disbursements, providing external/internal customer service and establishing / 

maintaning portfolio ban accounts 

. Perform reconcilement, cash balancing and cash management including verification and 

proof of cash related activities, verification of system activity against cash activity and 

portfolio cash flow projections 

3 
SCHEDULE 3 

REIMBUREMENT OF SERVICER ADVANCES 

(attached) 

coms - Servicing Agreement 

Doc~: USI:5765J8Jv6 
'1 ~ 

;:? ."

Schedule 3: Reimbursement of Servicer Advances 

I . The Managing Member wil maintain an account controlled by the Servicer in the amount 

of two milion dollars ($2,000,000) (the "Servcer Account") to be utilized by the Servicer to 

fund Servicer Advances necessary to pay Servicing Expenses required to protect the Loans and 

Collateral from time to time when there are no other funds on hand with Servicer available to 

pay such expenses. Such account will be replenished by the Managing Member on a monthly 

basis 2 business days after the Distribution Date, or more frequently if agreed to by Servicer and 

Managing Member. Any withdraws made from the Servicer Account that are not spent on 

Servicing Expenses or that are spent on Excluded Expenses wil be refunded to the Company by 

the Servicer. The Company shall be entitled to the proceeds of any funds deposited in the 

Servicer Account, including interest. 

2. Thc Managing Member shall reimburse the Servicer for any of the following expenses of the 

Servicer for which funds from the Servicer Account were not used: (a) Servicer Advances used 

to pay Servicer Expenses, (b) all reasonable out-of-pocket fees, expenses and other costs for 

property inspections, requested and approved by Managing Member, other than an initial 

inspcction and an anual inspection (including travel, hotel and meals), market study reports, 

legal reviews, environmental assessment and database services approved by Managing Member 

in writing prior to Servicer performing such services and (c) all costs (including trvel and 

accommodation-related expenses) incurred by the Servicer before the Closing Date in connection 

with its due diligence and other preparation for assuming the Servicing Obligations hereunder. If 

Scrvicer's obligations under this Agreement require it to incur any other out-of-pocket expenses 

not described above and for which Servicer will seek reimbursement, Servicer shall obtain 

written approval from Managing Mcmber prior to incurrng such expenses, which may be 

withheld in the Managing Member's sole discretion. All fees, costs or expenses to be 

reimbursed to Servicer pursuant to this Agreement shall be supported by delivery to Managing 

Member by Servicer of documentation (including invoices and other receipts) of such fecs, costs 

and expenses in reasonable detaiL. Reimbursable Expenses will be submitted monthly and will 

payable by Managing Member on the Servicing Fee Distribution Date for the related Due Period. 

The Managing Member shall not reimburse the Servicer for any Excluded Expenses. 
SCHEDULE 4 

FORM OF ELECTRONIC REPORT ON THE LOANS AND COLLATERAL ''-,:~ 

(attached) 

Corn. Servicing Agreement
 

DocH: USI:76538Jv6 
CUSTODIAN AND PAYING AGENT REPORT 

DISTRIBUTION REPORT 

Net Funds Available before Working Capital Advances 

+ Current period Working Capital Advances 

TOTAL FUNDS FOR DISTRIBUTltN
 

Distributions: 

To Custodian and Payment Agent: 

Custodian and Paying Agent Fee 

To Verification Contractor 

Verification Contractor Fee 

To Advance Facility Agent 

Indemnification/reimbursement amounts due 

To Collateral Agent 

Indemnification/reimbursement amounts due 

To Advance Lender: 

Principal on Working Capital Loans
 

Interest on Working Capital Loans
 

Total on Working Capital Loans 

Principal on Term Loans
 

Interest on Term Loans
 

Total on Term Loans 

To Note Guarantor: 

Indemnification/reimbursement amounts due
 

Reimbursement of Guarantee Payments
 

Interest (only if Purchase Money Trigger Event has
 

occurred) 

Total to Note Guarantor 

To Defeasance Account
 

To Advance Lender 

Balance due to Advance Lender Escrow Account 

To Managing Member: 

Reimbursement of Excess Working Capital Advances 

Management Fee 

Distribution on Equity 

Total to Managing Member 

To Initial Member: 

Management Fee 

Indemnification/reimbursement amounts due
 

Distribution on Equity
 

Total to Initial Member 

TOTAL DISTRIBUTIONS 

,... 
Cashflow and Distribution Report ­

(MonthJ 

MAAGEMENT FEE CALCULATION 

UPB, beginning of Due Period 

TImes Management Fee rate 

Divided by 12 

Managen Fee - gross 

Less indemniiCtion/reimbursement payments due to: 

Initia Member 

Purchas Money Nole Guarantor 

Advance Facility Aget 

Collateral Agenl 

Total payabla from Managemenl Fee 

Management Fee àue to Managng Member 

COLLECTION ACCOUNT 

Principal Collecions
 

Loan Sale Proceeds (including Excess Proceeds. if any)
 

REO LiQuidabon Proeeds (including Excess Proceeds)
 

Inlerest Collections (gross) 

Servicing Expense, Recovereo 

Other CoUections (fee income. net rental income, etc.) 

Less: Servicing Expenses Paid 

Less: Pre-Approved Charges Paid 

Net Collecbon Accnt Proceds 

~ CALCULATION OF REqUIRED WORKING CAPITAL 

Net Collecbon Accounl Proceds 

Less fees payable.
 

Custodian and Paying Agnt Fees
 

Verification Contractor Fees
 

Manaement Fee 

Funds Available after fee payable 

Workng Capiial Advance (loral above. If negtive) 

ALLOCATION OF PROCEEDS 

Calculation of amount payable for items in Section S.1 ­

Custodial .nd P,yins Aa_ncy Agrment 

Net Proceeds from Collection Account 

Working Capital Advance 

Tolal Funds Available 

Part I . Items payable first !rom Interest Proceeds, then 

5 1(a) !rom Principal Proceeds 

(i) Custodian and Paying Agenl Fees 

(ii) Verification Contractor Fees 

(iii) Managenl Fee (see alloction of fee at iop of page) 

(iv) Advance Facility Interest Payments
 

SubtotaL. Seclion 5.1(a)(i). (iv)
 

Remaining Proceeds 

5.1Ib) Part II Allocation 

Iii) Principal pyml-Working Capital Loans under Adv Facility 

(iii) Principal payment on Term Loans under Advance Facility 

(iv) Reimbursement amts due Purchase Money Note Guarantor 

(v) Deposit to Defeasance Accounts 

(vi) Reimbursement-Excess Working Capital Advances 

(vii) Deposit to Advance Lender Escrow Account 

Sublotal. Ilems 5 l(b)(.). 5.1(b)(vii) 

Available for Dislribulion 10 Members 

Distribution to lnitial Member (60%170%) 

Distnbution 10 Managing Member (40%/30%) 

Tolal DISlrlbuhon to Membes 

1.00%
 

12
 

total Manement Fee for the 

month, allocate pro rata in 

) If sum of these amounts exceeds
 propoon 10 amls due.

Interest Principal
 

Total Proced. Proced.
 

1. These items payable 1 st from 

J Interest Proceds. then Principal, 

Principal
 

Proceeds.
 

lntere$t Excluding Exce5S Excess
 

Total Allocation Proceeds Proceeds Proceeds 

from Interest Proceeds. then 

from Pnncipal Proceeds 

including Excess Proceeds 1 These items payable firsi
 

as neded 

Apply Exæss Proceeds to Aàvane 

Facility ONL Y if Defeasance Accts 

are fully funded 

Cashflow AUoction 

US_US1_5789595 2XLS 
Advance Facillty 

Mothy Rol FOfd 

(Montll 

Adv.ncc ElCiiiy MonthiY Roll 

Cuultie Dra.. beginning of moth 

Authd Draw. CUlTnt month 

000 

Tota 

000 

000 

Cumulatle Repayment~. beginnlng of mon 

Re ents current month 000 

000 

000 

000 

Maximum Authonzed Advance 250.00.000.00 150.00.000 00 

USOR Determination Dale 

1.Mo.lIBOR 

Margin in Interim Term Loans 

Interest rate to( month 

(2 Bus Days prior to beg of calendar month) 

30000% 

Inte' C,lculation: 

Loan Bala 

Interest rate 

Number at Days 

Interest Payment Due 

(1) Working Capital Advances may be required to pay (a) the Asset Management Fee, (b) the Custodian/Paying Agent tees and expenses. (c) the 

Veriicauon Contractor fees and expenss, (d) Servicing E.xpenses and (e) Pre.Appro\,ed Charges (collectively the -LLC Expenses"). 

(2) Prior 10 business plan approval S350,(),OOO After bUSlness plan approval, th aggregate amoont se forth In the business plans 
Purchase Money Notes and Defeasance Accounts 

Monthly Roll Forward 

(Month) 

Note Balance Payment from Payment Note Balance
 

Beginning Defeasance from Note End
 

Purchase Money Note Monthly Roll of Month ~ Guarantor
 of Month 

Term A Purchase Money Note 

Term B Purchase Money Note
 

Term C Purchase Money Note I~ 

Defeasance Account Monthly Rollforard
 

(+) Balance. beginning of month
 

(+) Additions from Cash Flow
 

(+) Investment Income
 

(-) Release to Purchase Money Note
 

1..~~.¡,.:;,"'i'£'~'ii':.~#lli1i~~~~i§.~~.._ ~t'~.
 ==~!9f~.,Rt~~"~::~\~'=.i~Yt;=.~: ~.. 1I~,Lvi,,:$7;'!~~b .~;;,~


Note Guarantor Payments 

(+) Balance. beginning of month
 

(+) Draw. current month
 

(-) Re a ments. current month
 .~~~.I ~L;:' :,~..~~~;r,;~ :~e,~~: :":;':~:;~7'~.~~:'.)¡'¿..;~)¡.~,::":":~~;~:. .~.,tt l c'i 

Cumulative Payments to reimburse Note Guarantor
 

Cumulative Payments. beginning of month
 

(+) Pa ments. current month
 

"'~ë_'é' \;~~~4".p.t,:I::..~:~;;¡\¥:f;:',"\'¡\l,:t:' ,;:~~"¡.:~:.,i.~~_¡~J#\l~;::~~.v,, ,,~~f. 

puiha :NotJTri . Eve '::~,~,: ..:,,\~,,~:~';i:,;t;~'¡(-Ji'....~ ";.- :.i .' 7:.. / \~.:~_:,~,::Ji'"""",~Ij'A:~,:.'ï;:~;¡~~~i~ 1~~ \~A')~,:~".~.\:,;~" ~:~~Y:";t;lt;~if~"j.;'~~~t,,/!,."''' ,;\;. :;.~i1~,.~t.i:; ~'J~(~:','(.Y-'

A Purchase Money Note Trigger Event will be deemed to have occurred if. as of any of the dates defined below. (a) the total amounts 

deposited into the Defeasance Accounts and any amounts paid to the Note Guarantor to reimburse draws under the FDIC Guarantee 

divided by (b) the original aggregate principal amount of the Purchase Money Notes as of the LLC Closing Date is less than: 

- 5 Years from the LLC Closing Date: 25% 

- 6 Years from the LLC Closing Date 40%
 

.7 Years from the LLC Closing Date: 60%
 

. 8 Years from the LLC Closing Date: 75%
 

- 9 Years from the LLC Closing Date: 90% 
Monthly Loan & REO Rollforward Report 

(Month) 

Loans 

Beginning pool balance (UPB) 

(+) Commitments funded 

(-) Payments received 

(-) Payoffs 

(-) UPS, transfers to REO 

Loss on sale and principal for ¡veness 

# ASSETS 

o 

o 

o 

o 

AMOUNT 

o 

o 

o 

': ::~ 

:',~. 
Advance and Escrow Accounts ­

Monthly Roll Forward 

(Month) 

Borrower Borrower Total (1 ) 

T&I Escrow Construction Escrow Servicer 

Account Escrow Acct Accounts Advances 

Balance, beginning of month
 

Borrower deposits
 

Payments/Advances
 

Advance Recoveries
 

Interest paid to borrowers

lir~a-l~"W:.'?¡l'~'tj~m'~4fti'~.t4ØllìW.'ni'1 (2) (2) (2)
 

(1) These may be broken out into additional fields at the discretion of the Managing Member/Servicer, 

such as breaking out the Corporate (Protective) Advances from other types of advances such as 

foreclosure costs. 

(2) Loan servicing system should include fields to capture and report balances in each category 

and the totals shown above should agree to the asset-level detail tapes provided by the Managing 

Member/Servicer as of each month-end. 
Excess Proceeds Report
 

(Month) 

(A) (8) (A) + (8) = (C) (D) (D)-(C)= (E) (F)' 75% 

Price Paid for 

Managing Member Advances under Excess 

Loan Number UPB Interest in Loan Advance Facility Total Net Proceeds Excess Proceeds 

~. 
~; 

: ; 

~~. 

el'i 

t. 

! 

it 

f 

~. 

, i 
Return Threshold Tracking Report ­

(Month) 

PART A - Aggregate Distributions Test
 

Cumulative Equity Distributions to Managing Member, beginning of month 

+ Current month distributions to Managing Member 

- Asset management Fees 

- Repayments of Excess Working Capital Advances 

= Cumulative Equity distributions to Managing Member, end of month 

CASH CONSIDERATION PAID BY MANAGING MEMBER TO INITIAL MEMBER *2 

Amount Remaining to Return Threshold Event (Part A) 

PART B - Calculation of IRR Return Threshold 

IRR Return Threshold as of the preceding Distribution Date
 

+ IRR Threshold Increase Amount (2.5324% per month) 

- Current month distribution to Managing Member * =IRR Return Threshold as of the current Distribution Date
 

* The IRR Return Threshold can never be less than zero. 

The Return Threshold Event shall occur if the results of Part A and Part B are both zero. 
Loan Datafields (highlighted fields are not necssary for LLC's) 

Instrucions to be provided to LLC if submitting lexl fies. excel fies are preferred 

~~~:~:~=~ ~~~~:~:¡~~:~:~:~~~ ~~~:=:~::;~~~:;::~~~~~:~~~;:=~~~::~:~~~~~:~§;:~:~;~~~~:~~~ ~ :_~7~;~~~:~:~t~:~:~:~~:~~~~*~:~;~~~r~:~~ ~;~~1~ ~~;~~ ~""" -Zi.::~:¡:t;~ 

i Borrower JD Pnmary kf! identifier for the borrowing entity. This IS the nwnber used (0 uniquely identify rhe NN 3 

borrower. which may be the same as the elF number Tbis fild muSl b. populated. 

2 Short Name: Obligor's abbreviated name Individuals in orde of last name, first name, middle initiaL. Businesses use NN 3 

trncaied name. This field mMsl be nODulated. 

3 Long Name Obligor's full legal name Format oJ first name, middle initial and las( name For businesses. use full NN 4U 

leeal namC'. This field must bt Donulated. 

4 Addrss hne 1 Borrower stret address NN 4 

5 Addres~ line 2 Borrower streer addre~~ AI 4 

6 Cltv City in which the nrimarv borrwer has its main or head offce NN 4 

7 Staie Post OfTce slate code in which th Drimarv borrower has its main or head otTce A/N 

8 Zin Co ZiD cod for the orimarv boower's main or head offce NN 

9 Address line I Proonv address where collateral IS located NN 

10 Addiess Ime 2 Prooenv address where collateral is locted AfN 4 

11 Cltv Cltv 10 which the collateral is locied NN 4 

12 Slate Post Office state code in which collaleral is locted NN 

13 Zin Cnde Zin code in which the coHaleraJ 1~ localed AfN 

14 Taxna er lD Nine-dip'll code issued bv the US Governent (TIN Individuals use social secintv number AI 15 Relationship Name Unique identifymg name associating rclatC( borrowers. The group name IS associated wiih a unique NN 4 

rouP ID or relalionshin number. Do not enler elF numbers here 

16 Relationshin 10 Uninue fD used to identifv a i'roun ofrelared borrowers AIN 3 

17 Note number Priman¡ k~ identifier for each note This field mnt be DODulated, AI J 

IK Total Commitment The ioial amounr of the commitmeni N I 9 121.99 

19 Balance outsianding Currnt outstanding principal balance of the notc. This field musl be popuaated, In rare in:;lom.:e:i N i 9(12).99 

where Ihe cus/Omer has on:rpoid ihe noie and ihe bank il carri'mg a credit balanc(! ¡r ihis field, you 

mOl' report the number a:i' a nej;ative balana wiih a minus sign in the fir.u diaracrer po.wion to the left 

of the ll1ghcst-ordc: digit For 1rstancc, a credii bolance of a negaiivc $3,456.95 .çhoiiid be reported as3456.95. 

20 Undisbursed Commihnen Report the unused portions of commitments to make or pUTcha~ ex(ensions of credit In the fonn of N i 9(12).99 

availabil:ry loans, parlicipations, lease financing receivables or similar iransactions. Include loan pioceeds Ihe bank 

IS obligated iO advance. ~'Uch 3S loan draws, construclion progress payments, seasonal advances under 

prearranged lines of credit, revolving credit facilities or similar uansactions lnclude the unused proceeds 

of commitmenis for which the bank has charged a commitmcni fee or otherwise has a legally binding 

commitment This will many times be Ihe unused ponion of lmes of credit, or the unfunded balance on a 

1.1 On inaiion Date Dare the loan was ori inated ii YYYYMM 

22 Last renewal date The: date the nOle was last renewed. D YYYYMM 

2~ Marurìrv Dale The daie when full navrenl on Ihe nole iS conttacniallv due D YYYYMM 

24 Last exiension dale The dale the nOle's marurirv was last exiended. D YYYYMM 

25 Number of renewals The number of limes the nOle has been renewed N 3 99 

2n Number of extensl0ns The number of tunes the nute's maturity date has heen extended N 99 

27 Noie numose Descriotion of what Ihe proceeds will be use for. AfN 4 

28 Collaieral Co The code associa1ed with the collateral ty (e,g. commercial real esrate, 1.4 family inongages, UCC A/N iü 

fihnlis. marketable securiiies. elc.) 

29 lnrerest Rate The contractual rate of mleresl currendv apolled to ihis nole. N 0.99999 

JO ¡nrerest Ratc Index lnlerest rate ba~e index used when rlie note's raie var¡e~ with an index A.N 2 

31 Inrerest Rate Spread The ioleres. rate variance from Ihe index raie charged on this notc. Express in lem~ of a percentage. For N 9.999~ 

example the premium of a note wrinen a Prime -t 2.25% would be expressed as O.O~250 If ihe tnteresr 

rare is derermined h.ii dcducilnr from ihe index (ie., pnmp minu~ 2,25fJ;i), then report the spread In ihis 

irld as l1Pgal1w' Th" C/1fry Irjf of the d(!rmlOl pOlnr shoiiid either b~ a ,'paCt or a zero if ihlS field IS 

fJSH/ve, or a minus sij!n if" is '101 An example lAuld he. 02250 

32 lnteresi earned not Tolal amount orin1erest accrued anò nor yef rClt'lveò on a note/credit facility In the cose of pre-paid N 1 9(J2).99 

collected ,"Iaest (harrower has paid ahead), report the dolO In thl$ field wah (I minm .uxn In thcfi,-st choracier 

position 10 ihe lefi a/the highesf-Older digii For mSlOnce, a pre-patd halance of $3,456,95 .'ihould be 

,-eoorted a. -N,1t' 95 

33 Charve off amouni Amount of nrincipal chariied off this note N I 912 99 

34 Specific Reserve Ainount of specific reserve for loan losses on ihis noie. which IS nol available to offset losse!' on any N i 9( 12) 99 

other loan. 

1.\ Guaranlor Name of the eniirv/oeson ihai iniarantees the nole WIth multi ole i:arantors iive the nomarv one A/N 4 

36 Days Past Due Tbe number of days the note iS past due on the dale this report is produced.lfihe CUj'lomel hm paid N . 9999 

ahead and ihe banÁ' 's system rel1eC/J this as a negatin! past due," thisJield, report the dolo m this field 

wlIh a minus sign in '''cfirst characier posiiion ro ihe left of/he highest.order digIt For inSTance, a 

nole ihat 's naid ohf'dW dal',~ "wlUld he reoortcd 0.\ .3(¡ 

37 lnierest naJd-io daie The date to which interelO navrenls are current D YYYYMM 

3~ Nonaccrul lndicaior if ihe note has been olaccd on nonaccrual Loii ie J YfN 

39 TVDC The tye of loan as defined bv thc vendor or user For example (omm'i' RE. CK~ lJL. RL AiN 2 

40 Panicipation indica ior IndicalOr if the loan was purchased or sold Enier ;) 'P' if it was purchase, 'S' ifall or a poion is sold A!N J l!S 

41 Amount Sold The current halance of the amount sold N i i 2) 99 

42 Panicmaiion Sold The onilinal amount of this note thai was soid N I 1299 

43 Collateral descriotion The narrative descriotion (¡fthe collalcral A,N 5 
loan Datafields (highlighted fields are not necessary for llC's)
 

Instructions to be provided to llC if submittng text files - excel fies are preferred
 

JõiO:': 

;;~~;;:::::!:1:;:~~~t~:~~ .~;::::~.:::~~~: ~:~:~:~:~:~~~!l~:~:~*j~~:~~:~;~~~~~:~f;~:i;~:~:~~~~:~~~~:~~~*~~~:~~:;¡:~~:§i~Æ~t~;:::;¡::~~:f~~*: ~~~Jr: ~~¿;~ ~~* 44 Next due dace The daie the next oavmet. noncinal or interest. is due For delinauent loan§. this will be in the nasI D YVYYMM 

45 Pavren' freauencv iv. ommerlv. annuallv. buHet. eie ) i 

:::::::~:?:::~ 

How often navmenlS arc eonrrcnillv reouired (month A! 46 Vanable Roie Indica lor if notc's inicrest rale IS ad ustable. f1oatme:. or variable Looic 1 YIN 

47 Periodic Interest Rate Ca The maximum change allowed to the interest rate ar each re-oricinii oODonunltv. N 0999' 48 Interest Rate Reset The time between periodic reset dates for variable or adjustable rate loans expressed in days. For N 999' 

Interal inSlance, 3 nOle thai adJusI5 weekJy would have ¡j "7" in this field. vanable-rale notes adjusting monthly a 

"30" and so on 

49 Lifetime )nleresi Rate The maximum rate the nore can reach over its contracrual term. N o 99'l 50 Traubled Debe 

Restrcrured Indicator if the note is considered to be a troubled debt restructure Logic 1 YIN 

51 Amortizing/on- Indicate ¡fthe nole iS amortizing wilh a -Y- Indicaior should be an "N" for notes where payments have Logic 1 YIN 

amoriinii status been susoended 

52 ?avmeni amouni Amouni of re2ularlv scheduled l1aymen( N i. 912).99 

;J Lasi Pavment Daie Dale the last paymenl was made D YYVYM 

54 Capitalized Interest The amuunt ofinieresr added to the note's nrincioal balance N i 9(l2) 99 

55 Number of payments in 

contract The cuntnictual number ol payments required by the notc N , 99 

56 Cullaieral Viilue The dollar value the bank ascribes to all collaieral securing this noie I' I 912)99 

57 Collaieral Valuation! 

AnDralsa! Date Date collateral was lasi appr81~d or valued. D YYYYMM 

UU 

5R Lien StalUs The nnorirv hen held bv this bank e,e.. 1st Iien. 2nd hen. etc A! 2 

59 T&I Escrow Balance The amounl currently held in escrow for payment to third parties for taxes and insurance. In the case of 'J 1 9(12)99 

o negati\'t' eJcrow bu/once, report the data in this field with a minus iign in the first character position 

/( ihe left ufthe hi~hcst-(Jrde,. digit For mstaiiCE, an escrow of a negatlYe $3.456. 95 should he reported 

Q." -3456 95 

60 BOrT(lWer Consiruction I' i 59(12).99 The amounl currently held in escrow for conslruction costs Escrow 

61 Servicer Advances The amount paid by the servicer for prOieCli\1e advances that are reimbursable by the bonower or N i 9(12)99 

Uarantor 

62 Co-maker\Joint-maker The name oftile co-maker(s) or )Olnt makc:r(s) whose signarure(s) appears on the promissory nore or IUiln A! 4C 

ai;reemenr. Identify first one where there are multiple co-makers 

6J Laie Cliarpes Late charees currcnihi due anù unnaid N 1 12199 
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SCHEDULES
 

TERMNA TION WITHOUT CAUSE
 

(attached) 

'!. 

C oms . Servicing Agreement 

Doc#: US i :576538~v~ 
Schedule 5: Termination Without Cause
 

Managing Member may terminate the Agreement without cause by providing Servicer 

written Termination Notice one hundred and twenty (120) days prior to the date of
 

termination. Managing Mcmber agrees to promptly pay Servicer all unpaid fees and expenscs 

incured under this Agreement prior to the date of transfer to a replacement servicer and any 

administrative fees and costs incured by Servicer in transferrng to a replacement servicer or
 

incurred by Servicer hereunder prior to the transfer of servicing. No termination without cause 

by Servicer shall become effective until a replacement servicer shall have assumed the Servicer's 

responsibilities and obligations hereunder, provided however that if the Managing Member has 

not selected a replacement servicer within one hundred and twenty (120) days of written notice 

from Servicer of its desire to terminate this Agrccmcnt without cause, then Servicer may resign 

effective on the earlier of (i) the one hundred and twenty-first (12 I Sl) day following such notice. 

The Servicer upon the effectiveness of its termination or resignation will immediately provide 

the Managing Member with all books and records that the Servicer has maintained with respect 

to a Mortgage Loan, including without limitation all Loan Documents then in the Servicer's 

possession. For the purposes of this Schedule 5, the Managing Member may be a successor 

Servicer if it has developed the capacity to perform the Servicing Obligations set forth in this 

Agreement and if it obtains the appropriate licenses in all fifty (50) statcs (which it is under no 

obligation to do so otherwise).