EXECUTION COPY 


SFR2010-3 


SERVICING AGREEMENT 


by and between 


SFR 2010-3 ACQUISITION LLC 


and 


ROUNDPOINT MORTGAGE SERVICING CORPORATION 


Dated as of November 30,2010 


FDIC SFR 2010-3 (Final) 

Servicing Agreement 

13240305.6 
TABLE OF CONTENTS 


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


Section 1.1 Definition ..................................... ~ .......................................................... 1 


Section 1.2 Construction ............................................................................................ 2 


ARTICLE II SERVICING OBLIGATIONS OF THE SERVICER ............................................. 3 


Section 2.1 Appointment and Acceptance as Servicer................................................. 3 


Section 2.2 Limited Power of Attorney ...................................................................... 3 


Section 2.3 Servicing Fee ........................................................................................... 4 


Section 2.4 Servicing Standard ................................................................................... 4 


Section 2.5 Collection Account. ................................................................................. 5 


Section 2.6 Reserved.................................................................................................. 5 


Section 2. 7 Escrow Accounts ..................................................................................... 5 


Section 2.8 Other Accounts .............................................................. : ......................... 5 


Section 2.9 Maintenance of Insurance Policies; Errors and Omissions and 


Fidelity Coverage ..................................................................................... 6 


Section 2.10 Funding of Servicing Expenses and Funding Draws ................................. 7 


Section 2.11 Expenses .................................................................................................. 7 


Section 2.12 Insured or Guaranteed Mortgage Loans .................................................... 8 


Section 2.13 Loan Modification Program ..................................................................... 8 


Section 2.14 HAMP and HAF A Incentive Fees ............................................................ 8 


Section 2.15 Registration with MERS® ....................................................................... 8 


Section 2.16 Compliance with Real Estate Settlement Procedures Act of 1974; 


compliance with Helping Families Save Their Homes Act of2009 .......... 9 


ARTICLE III MORTGAGE LOAN DEFAULTS; ACQUISITION OF COLLATERAL ............ 9 


Section 3.1 Delinquency Control ................................................................................ 9 


Section 3.2 Discretion ofthe Servicer in Responding to Defaults of Borrower ........... 9 


Section 3 .3 Acquisition of Acquired Property ........................................................... 10 


Section 3.4 Administration ofREO Properties .......................................................... 11 


ARTICLE IV SUBSERVICING ............................................................................................... 12 


Section 4.1 Retention of Subservicer ........................................................................ 12 


Section 4.2 Subservicing Agreement Requirements .................................................. 12 


Section 4.3 Servicer Liable for Subservicers ............................................................. 15 


Section 4.4 Manager Approval Required .................................................................. 16 


Section 4.5 Regulation AB Reguirements................................................................. 16 


ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 


SERVICER ................................................................................................. 16 


Section 5.1 Representations and Warranties .. .... .. ..... .. ... .. .. .. ..... .. ...... .... ...... . .. .. .. ... .. .. 16 


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


Servicer covenants to the Manager as follows: ....................................... 18 


Section 5.3 Audits .................................................................................................... 20 


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Section 5.4 No Liens ................................................................................................ 21 


Section 5.5 Servicer's Duty to Advise: Delivery ofCertain Notices .......................... 21 


Section 5.6 Notice ofBreach or Change of Control .................................................. 22 


Section 5.7 Copies ofDocuments ............................................................................. 22 


Section 5.8. Financial Information ............................................................................. 22 


ARTICLE VI MANAGER CONSENT .................................................................................... 23 


Section 6.1 Actions Requiring Manager Consent ...................................................... 23 


Section 6.2 Amendments, Modification and Waivers ............................................... 24 


ARTICLE VII DEFAULTS; TERMINATION; TERMINATION WITHOUT CAUSE ............ 24 


Section 7.1 Defaults ................................................................................................. 24 . 


Section 7.2 Termination with Cause ......................................................................... 26 


Section 7.3 Termination without Cause .................................................................... 27 


Section 7.4 Effective Termination Date .................................................................... 28 


Section 7.5 Accounting ............................................................................................ 28 


ARTICLE VIII INDEPENDENCE OF PARTIES; INDEMNIFICATION ................................ 28 


Section 8.1 Independence ofParties ......................................................................... 28 


Section 8.2 Indemnification...................................................................................... 28 


Section 8.3 Procedure for Indemnification ..................................... : .......................... 29 


Section 8.4 Pre- Closing Liabilities .......................................................................... 29 


ARTICLE IX NOTICES .......................................................................................................... 30 


ARTICLE X GOVERNING LAW; JURISDICTION ............................................................... 31 


Section 1 0.1 Governing Law ...................................................................................... 31 


Section 10.2 Jurisdiction; Venue and Service ............................................................ , 32 


Section 10.3 Waiver of Jury Trial.. ............................................................................. 34 


ARTICLE XI MISCELLANEOUS ........................................................................................... 34 


Section 11.1 No Assignment by Servicer: No Transfer of Ownership Interests in 


Servicing Rights ..................................................................................... 34 


Section 11.2 Legal Fees ............................................................................................. 35 


Section 11.3 Entire.A_.greement................................................................................... 35 


Section 11.4 Counter.parts; Facsimile Signatures ........................................................ 35 


Section 11.5 Headings................................................................................................. 35 


Section 11.6 Compliance with Law ............... · ............................................................. 35 


Section 11.7 Severability............................................................................................ 35 


Section 11.8 Third Partv Beneficiaries ....................................................................... 36 


Section 11.9 Protection ofConfidential Information ................................................... 36 


Section 11.10 Time ofEssence ..................................................................................... 37 


Section 11.11 No Presumption ..................................................................................... 37 


Section 11.12 No RightofSetoff ................................................................................. 37 


Section 11.13 Release oflnitial Member and Others .................................................... 37 


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SCHEDULES AND EXHffiiTS 

Exhibits 

Exhibit A 

Exhibit B 

Exhibit C 

Schedules 

Schedule 1 

Schedule 2 

Schedule 3 

Schedule 4 

Schedule 5 

Schedule 6 

Mortgage Loan Schedule 

Electronic Tracking Agreement 

Loan Modification Program 

Fee Schedule 

Servicing Obligations 

Reimbursement of Servicer Advances 

Form ofElectronic Report on the Mortgage Loans and Underlying 

Collateral 

Termination Without Cause 

Business Plan 

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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 Closing Date, by and between the Manager, 

·and the Servicer. 

RECITALS 

WHEREAS, the Company owns the Mortgage Loans (as defined in the Agreement of 


Common Definitions) described on the Mortgage Loan Schedule attached hereto as Exhibit A 


(the "Mortgage Loan Schedule"); 


WHEREAS, the Manager is the "Manager" of the Company with the authority and 


responsibility to service and manage the Mortgage Loans and related Underlying Collateral 


pursuant to the LLC Operating Agreement; and 


WHEREAS, the Manager and the Servicer desire that the Servicer service and administer 

the Mortgage Loans and Underlying Collateral on behalf ofthe Company and the Manager in a 

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

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


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


sufficiency of which are hereby acknowledged, the Manager and the Servicer hereby agree as 


follows: 


ARTICLE I 

DEFINITIONS AND CONSTRUCTION 

Section 1.1 Definition. For purposes of this Agreement, including the Recitals, 

certain terms used in this Agreement shall have the meanings set forth in that certain Agreement 

ofCommon Definitions dated the date herewith among the Initial Member, the Company and 

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

hereinafter respectively set forth. "Ae:reement" shall have the meaning given in the preamble. 

"Business Plan Schedule" shall have the meaning given in Section 52(hl. 

"Controlled Affiliate" with respect to the Servicer or any Subservicer, shall mean any 


Affiliate thereof that is Controlled by the Servicer or such Subservicer, as applicable, or by its 


Specified Parent (in the case of the Servicer). 


"Default" shall have the meaning given in Section 7.1. 

"Electronic Report" shall have the meaning given in Section 52Lcl. 

"Fee Schedule" shall mean Schedule 1, as the same may be amended from time to time 

by the Manager and the Servicer without the consent of the Purchase Money Note Guarantor or 

the Initial Member. 

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"Ground Lease" shall have the meaning given in Section 3.4(g). 

"Guidelines" shall mean (i) the Statement on Loss Mitigation Strategies for Servicers of 

Residential Mortgages (September 2007), issued by the federal financial institutions regulatory 

agencies and the Conference of State Bank Supervisors, (ii) the Statement on Working with 

Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory 

agencies, and (iii) any amendments, supplements or successors to either ofthe foregoing. 

"HAFA" shall mean the Home Affordable Foreclosure Alternatives program 

promulgated by the United States Department of the Treasury, as in effect from time to time, as 

more fully described in Exhibit C. 

"HAMP" shall mean the Home Affordable Mortgage Program promulgated by the 

United States Department ofthe Treasury, as in effect from time to time, as more fully described 

in Exhibit C. 

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

"Loan Modification Program" shall mean the loan modification program that meets the 

criteria described in Exhibit C, or any other or additional loan modification program (i) that may 

be required by the FDIC upon written notice to the Company or (ii) as proposed by the Company 

with respect to a group ofMortgage Loans with similar characteristics, if approved in writing by 

the FDIC. 

"Other Accounts" shall have the meaning given in Section 2.8. 

"Pre-Existing Liabilities" shall have the meaning given in Section 8.4. 

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

Servicing Expenses. 

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

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

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

"Site Assessment" shall have the meaning given in Section 3.3. 

"Specified Date" shall mean the fifth (5th) Business Day immediately preceding the 

Distribution Date. 

"Termination Notice" shall mean any written notice oftermination required pursuant to 

Article VII. 

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

accordance with the fo Hawing: 

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(a) References to "Affiliates" include, with respect to any 

specified Person, only such other Persons which from time to time .constitute "Affiliates" 

ofsuch specified Person, and do not include, at any particular 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 include 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 accordance with its terms and as the same is in effect at any given time. 

(e) Unless otherwise specified, the words "hereof," "herein" 

and "hereunder" and words of similar import shall refer to this Agreement as a whole and 

not to any particular provision ofthis Agreement. 

(f) The words "include" and "inCluding" and words of similar 

import are not limiting, and shall be construed to be followed by the words "without 

limitation," whether or not they are in fact followed by such words. 

(g) The word "during" when used with respect 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 ofthe appropriate 

gender. 

ARTICLE IT 

SERVICING OBLIGATIONS OF THE SERVICER 

Section 2.1 Appointment and Acceptance as Servicer. Effective as ofthe date hereof, 

the Manager appoints the Servicer to service, administer, manage and dispose ofthe Mortgage 

Loans and the Underlying Collateral on behalf of and as an agent ofthe Manager. 

Section 2.2 Limited Power ofAttorney. The Manager hereby grants to the Servicer a 

limited power of attorney to execute all documents on its behalf (including as the "Manager" of 

the Company, in tum acting on behalf ofthe Company) in accordance with the Servicing 

Standard set forth below and as may be necessary to effectuate the Servicer's obligations under 

this Agreement until such time as the Manager revokes said limited power of attorney. 

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Revocation ofthe limited power of attorney shall take effect upon: (i) the receipt by the Servicer 

ofwritten notice thereof from or on behalf of the Manager, or (ii) termination of this Agreement 

pursuant to Article VII. 

Section 2.3 Servicing Fee. As consideration for servicing the Mortgage Loans and the 

Underlying Collateral, the Manager 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 ofthe 

Mortgage Loans and Underlying Collateral as are set forth on Schedule 2, as the same may be 

amended from time to time by the Manager 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 Mortgage Loans (and related Mortgage Loan 

Documents), (iii) in accordance with the terms ofthis Agreement (including this Article II), (iv) 

in accordance with all applicable Law, including but not limited to, the Real Estate Settlement 

Procedures Act of 1974, as amended, and the Helping Families Save Their Homes Act of2009, 

as amended, (v) subject to Section 5.6, in accordance with the requirements of the LLC 

Operating Agreement, the Custodial and Paying Agency Agreement and the other Ancillary 

Documents, (vi) with respect to all Mortgage Loans, in compliance with the Guidelines and the 

Loan Modification Program and (vii) to the extent consistent with the foregoing terms, in the 

same manner in which a prudent servicer would service and administer 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 customarily employed by a prudent servicer following customary and usual standards of 

practice of prudent mortgage lenders, loan servicers and asset managers servicing, managing and 

administering similar loans and properties on an arms' length basis, provided that, with respect to 

each Mortgage Loan and related Underlying Collateral, in the absence of a customary and usual 

standard of practice, the Servicer shall comply with the applicable Fannie Mae Guidelines, if 

any, with respect to similar loans or properties in similar situations (the requirements in clauses 

(i) through (vii) 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 Manager or any Subservicer or any oftheir respective Affiliates may have to any Borrower 

or Obligor or any oftheir respective Affiliates, including any other banking or lending 

relationship and any other relationship described in Section 5.l(h), (b) the Company's, the 

Manager's, the Servicer's or any Subservicer's obligation to make disbursements and advances 

with respect to the Mortgage Loans and the Underlying Collateral, (c) any relationship that the 

Servicer or any Subservicer may have to each other or to the Company, the Manager or any of 

their respective Affiliates, or any relationship that any of their respective Affiliates may have to 

the Company, the Manager or any of their respective Affiliates (other than the contractual 

relationship evidenced by this Agreement or any Subservicing Agreement), and (d) the 

Servicer's or any Subservicer's right to receive compensation (including the Servicing Fee) for 

its services under this Agreement or any Subservicing Agreement. 

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Section 2.5 Collection Account. 

(a) The Servicer shall deposit into the Collection Account all 

Mortgage Loan Proceeds on a daily basis (without deduction or setoff as provided in 

Section 11.12 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 earnings on the 

Mortgage Loan Proceeds and any other funds expressly permitted to be deposited into the 

Collection Account pursuant to the Custodial and Paying Agency Agreement) to be 

commingled in the Collection Account. 

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

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

Account (including interest and earnings thereon) shall be disbursed strictly in accordance 

with this Agreement and the Custodial and Paying Agency Agreement (including the 

additional terms and conditions set forth in the Servicing Obligations); provided, however, 

that if the Servicer or any Subservicer erroneously deposits any amounts into the 

Collection Account, it may withdraw such erroneously deposited amount. 

(c) Except as otherwise directed by the Manager, 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 account control agreement among the Company, the Collateral Agent and the 

Paying Agent. 

Section 2.6 Reserved. 

Section 2.7 Escrow Accounts. Except as otherwise directed by the Manager, the 

Servicer shall establish and maintain one or more Escrow Accounts, each ofwhich shall be an 

Eligible Account held in trust for the benefit ofthe Company and the Collateral Agent. Except 

as otherwise directed by the Manager, the Servicer shall deposit into the applicable Escrow 

Account on adaily basis, within two (2) Business Days ofreceipt, all collections from the 

Borrowers for the payment oftaxes, assessments, hazard insurance premiums, and comparable 

items for the account ofthe Borrowers, and all other amounts required to be deposited in such 

Escrow Account pursuant to the applicable Mortgage Loan Documents. The Servicer shall pay 

to the Borrowers interest on funds in Escrow Accounts to the extent required by Law or the 

applicable Mortgage Loan Documents. 

Section 2.8 Other Accounts. At the direction ofthe Manager, the Servicer shall 

establish and maintain such other Eligible Accounts as may be directed by the Manager, each of 

which shall be,held in trust for the benefit ofthe Company and the Collateral Agent, and shall be· 

funded and disbursed only in accordance with such instructions as are provided by the Manager 

("Other Accounts"). 

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Section 2.9 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 Underlying Collateral (including any Acquired 

Property) as required under the Reimbursement and Security Agreement and the LLC 

Operating Agreement, including, whether or not so required (but in all events subject to 

the requirements in the LLC Operating Agreement and, for so long as the same remain in 

effect the Reimbursement and Security Agreement), insurance from an insurer reasonably 

acceptable to the Manager for each Mortgage Loan with respect to which the Borrower 

has failed to maintain required insurance, fire, hurricane, flood and hazard insurance with 

extended coverage as is customary in the area in which the Underlying Collateral is 

located and in such amounts and with such deductibles as, from time to time, is directed 

by the Manager. 

(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 ofnot less than · 

$10,000,000 per claim and $10,000,000 in the aggregate. The Servicer or Subservicer, as 

applicable, shall notify the Manager immediately upon the reduction ofor potential reduction of 

50% ofthe limits. The Manager may require that the Servicer and each Subservicer purchase 

addition;ll coverage to provide full coverage to the required limits as stated above. "Potential 

reduction of50%" shall mean any knowledge by the Servicer or Subservicer, as applicable, that 

a claim or the sum of all claims, current or initiated after the effective date of the policy would 

reduce the coverage limits by 50%. 

(ii) Directors & Officers Liability with limits of not less than 

$10,000,000 per claim and $10,000,000 in the aggregate. 

(iii) Crime Insurance or a Fidelity Bond in an amount of not 

less than $10,000,000 per claim and $10,000,000 in the aggregate, covering employee theft, 

forgery & alteration, wire/funds transfer, computer fraud, and client coverage. Such coverage 

shall insure all employees or any other persons authorized by the Servicer or the Subservicer to 

handle any funds, money, documents and papers relating to any Mortgage Loan, and shall 

protect the Servicer or Subservicer, as applicable, against losses arising out of theft, 

embezzlement, fraud, misplacement, and other similar causes. The Manager and the Company 

shall each be named as a loss payee with respect to claims arising out of assets handled under 

this Agreement or any applicable Servicing Agreement or Subservicing Agreement. 

(iv) General Liability with limits of not less than $1,000,000 

per occurrence and $2,000,000 in the aggregate, including coverage for products/completed 

operations, advertising and personal injury. The Manager and the Company shall each be named 

as additional insured. The policy shall include a waiver of subrogation in favor of the Manager 

and the Company. 

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(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. The policy shall include a waiver of 

subrogation in favor ofthe Manager and the Company. 

(vii) Umbrella Liability in an amount of not less than 

$10,000,000 per occurrence and in the aggregate. 

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

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

cancellation ofthirty (30) days, except for non-payment ofpremium whereby a ten (10) day 

notice of cancellation is acceptable. Certificates shall show each ofthe Manager and the 

Company as certificate holder, or as otherwise designated by the language in clauses (i)-(vii) 

above. 

The Servicer shall provide (or shall cause each Subservicer to provide) the Purchase Money Note 

Guarantor, the Manager and the Initial Member with certificates evidencing all such policies on 

the Closing Date and each anniversary ofthe Closing Date thereafter, and otherwise upon 

request ofthe Manager, the Purchase Money Note Guarantor or the Initial Member. Copies of 

fidelity bonds and insurance policies required to be maintained pursuant to this Section 2.9 shall 

be made available to the Manager, the Purchase Money Note Guarantor and the Initial Member 

or their respective representatives on the Closing Date, and shall otherwise be made available to 

any of the Manager, the Purchase Money Note Guarantor and the Initial Member and their 

respective representative upon request. 

Section 2.10 Funding of Servicing Expenses and Funding Draws. To the extent set 

forth in, and subject to the terms of, this Agreement (including the Servicing Obligations), the 

Servicer shall, on behalf ofthe Manager, in turn acting on behalf ofthe Company (and from 

Company funds made available by the Manager), make applicable Funding Draws and pay other 

applicable Pre-Approved Charges and Servicing Expenses; provided that the making ofthe same 

is consistent with the applicable terms and conditions in the Custodial and Paying Agency 

Agreement and, subject to Section 5.4, the applicable terms and conditions in the LLC Operating 

Agreement and the other Ancillary Documents. Servicer acknowledges that (a) subject to the 

Custodial and Paying Agency Agreement (and any permitted transfer or release of funds as 

provided therein), the Liquidity Account shall be used exclusively for funding or reimbursement, 

as applicable ofFunding Draws and Operating Expenses (including the making of applicable 

Funding Draws with respect to specified Mortgage Loans or related Acquired Property), but only 

ifthere are insufficient available funds in the Collection Account; and (b) proceeds of Excess 

Liquidity Advances shall be used exclusively for funding Operating Expenses and Funding 

Draws, if any. 

Section 2.11 Expenses. Except as otherwise directed by the Manager, the Servicer shall 

use its reasonable best efforts to recover from the Borrowers and Obligors funds equal to the 

amount of Servicing Expenses advanced by the Servicer as Servicer Advances (as permitted or 

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required pursuant to the Servicing Obligations) to the extent that the Borrowers and Obligors are 

responsible for such Servicing Expenses under the Mortgage Loan Documents. All such 

amounts not recovered from Borrowers or Obligors and all other Servicer Advances shall be 

reimbursed only in accordance with the terms set forth on Schedule 3, as the same may be 

amended from time-to-time by the Manager (without the consent ofthe Initial Member) and the 

Servicer. In no event may any Servicer Advances be deductible from or netted against any 

Mortgage Loan Proceeds, other than in connection with sales or other dispositions or 

refinancings of any or all ofthe Mortgage Loans (including Acquired Property). 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 amount to the Manager, or, if so directed by the Manager, 

directly to the Company (to the Collection Account) on the Specified Date immediately 

following the Servicer's receipt of notice from the Manager requesting the same. No Servicer 

Advances shall bear interest chargeable in any way to the Company or deductible from any 

Mortgage Loan Proceeds. 

Section 2.12 Insured or Guaranteed Mortgage Loans. If any Mortgage Loans being 

serviced pursuant to this Agreement are insured or guaranteed by any Governmental Authority, 

the Servicer acknowledges and agrees that, if the Manager so directs pursuant to the Servicing 

Obligations with respect to such Mortgage Loans, it shall take any and_all actions as may be 

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

Servicer acknowledges and agrees that, upon assumption ofthe Servicing Obligations with 

respect to the Mortgage Loans pursuant to this Agreement, it agrees to fulfill all ofthe 

Company's obligations under the contracts of insurance or guaranty. 

Section 2.13 Loan Modification Program. The Servicer shall at its expense take any 

and all steps as may be necessary to qualify for, and to maintain its qualification for, the Loan 

Modification Program. 

Section 2.14 HAMP and HAFA Incentive Fees. The Servicer shall be entitled to retain 

for its own account any servicer incentive fees paid to it pursuant to the HAMP and HAF A 

programs, if applicable. 

Section 2.15 Registration with MERS®. In the event that any ofthe Mortgage Loans 

are (or are required by the Servicing Obligations to be) registered on the MERS® System, the 

Servicer shall maintain (or register, as applicable) such Mortgage Loan on the MERS® System 

and execute and deliver on behalf ofthe Company (including, as applicable, on behalf ofthe 

Manager, in turn on behalf ofthe Company) any and all instruments of assignment and other 

comparable instruments with respect to such assignment or re-recording of a mortgage securing a 

Mortgage Loan in the name ofMERS®, solely as nominee for the Company and its successors 

and assigns. With respect to each Mortgage Loan that is registered on the MERS® System, (A) 

the Servicer shall be designated as the "servicer" and the "investor" with respect to such 

Mortgage Loan, and, if applicable, the Manager may cause or permit an applicable Subservicer 

to be designated as the "subservicer" with respect to such Mortgage Loan (provided, that, at the 

option ofthe Manager in accordance with the LLC Operating Agreement and so long as each 

applicable designee is and remains a MERS® member in good standing, (1) the Company may 

be designated as the "investor" with respect to any such Mortgage Loan, and (2) the Manager 

may be designated as the "servicer" with respect to any such Mortgage Loan, in which case the 

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Servicer shall be designated as the "subservicer" with respect thereto), and (B) no other Person 

shall be identified on the MERS® System as having any interest in such Mortgage Loan unless 

otherwise consented to by the Manager (or required pursuant to the Electronic Tracking 

Agreement). Except as otherwise directed by the Manager (in connection with a voluntary 

removal by the Manager of any Mortgage Loan from the MERS® System pursuant to Section 

12.3(g) of the LLC Operating Agreement), all Mortgage Loans registered on the MERS® 

System shall remain registered on the MERS® System unless default, foreclosure or similar 

legal or MERS® requirements dictate otherwise. The Servicer shall provide the Manager and 

the Initial Member with such reports from the MERS® System as the Manager or the Initial 

Member, from time-to-time, may request, including to allow the Manager and the Initial Member 

to verify the Persons identified on the MERS® System as having any interest in any of the 

Mortgage Loans and to confirm that the Mortgage Loans required to be registered on the 

MERS® System are so registered. For so long as any Mortgage Loan remains registered with 

MERS®, the same shall be subject to an Electronic Tracking Agreement in the form ·of Exhibit 

1!, and, to the extent any such Mortgage Loan is so registered with MERS® as of the Closing 

Date, the Servicer, together with the Manager, the Collateral Agent and the Initial Member, shall 

execute such Electronic Tracking Agreement on the Closing Date and deliver the same to 

MERS®. Without limiting the foregoing, upon the request of the Manager or the Initial 

Member, the Servicer shall cause MERS® to run a query with respect to any and all specified 

fields on the MERS® System with respect to any or all of the Mortgage Loans registered on the 

MERS® System and provide the results to the Manager and the Initial Member and, if requested 

by the Manager or the Initial Member (and subject to any applicable provisions of the Electronic 

Tracking Agreement), shall cause MERS® to change the information in such fields, to the extent 

MERS® will do so in accordance with its policies and procedures, to reflect its instructions. 

Section 2.16 Compliance with Real Estate Settlement Procedures Act of 1974; 

compliance with Helping Families Save Their Homes Act of2009. For all Mortgage Loans, the 

Servicer shall comply with all requirements of the Real Estate Settlement Procedures Act of 

1974, as may be amended, supplemented or modified from time-to-time, including, but not 

limited to, providing "hello" letters to Borrowers notifying such Borrowers of the transfer of 

servicing of the applicable Mortgage Loan to the Servicer. For all Mortgage Loans, the Servicer 

shall comply with all requirements of the Helping Families Save Their Homes Act of2009, as 

may be amended, supplemented or modified from time to time, including, but not limited to, 

providing notice to Borrowers on behalf ofthe Company notifying such Borrowers of the 

transfer of the Mortgage Loans to the Company. · 

ARTICLE III 

MORTGAGE LOAN DEFAULTS; ACQUISITION OF COLLATERAL 

Section 3.1 Delinquency Control. Except as otherwise directed by the Manager, the 

Servicer shall maintain a collection department that substantially complies with the Servicing 

Standard and protects the Company's interests in the Mortgage Loans and the Underlying 

Collateral in accordance with the Servicing Standard. 

Section 3.2 Discretion ofthe Servicer in Responding to Defaults of Borrower. Upon 

the occurrence of an event of default under any ofthe Mortgage Loan Documents, but subject to 

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

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13240305.6 
Servicer and such direction as the Manager may otherwise provide that is consistent with the 

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

Manager, shall determine the response to such default and the 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 Mortgage Loan and 

the Underlying Collateral, (b) the declaration and recording of a notice of such default and the 

acceleration of the maturity ofthe Mortgage Loan, (c) the institution ofproceedings to foreclose 

pursuant to the Mortgage Loan Documents, Underlying Collateral or Acquired Property securing 

the Mortgage Loan pursuant to the power of sale contained therein or through a judicial action, 

(d) the institution of proceedings against any Obligor, (e) the acceptance of a deed in lieu of 

foreclosure, (f) the purchase of the real property Underlying Collateral at a foreclosure sale or 

trustee's sale or the purchase ofthe personal property Underlying Collateral at a Uniform 

Commercial Code sale, and (g) the institution or continuation ofproceedings to obtain a 

deficiency judgment against the related Borrower or any Obligor and the collection of any 

judgment. Notwithstanding anything to the contrary contained herein, but subject to Section 5.6, 

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 LLC Operating Agreement or any other Ancillary Documents, without the prior 

written consent ofthe Manager. 

Section 3.3 Acquisition of Acquired Property. 

(a) Any acquisition of Underlying Collateral shall conform with the 

terms and conditions ofthis Agreement (including the Servicing Obligations of the Servicer). 

With respect to any Mortgage Loan as to which the Servicer has received actual notice of, or 

has actual knowledge of, any Environmental Hazard with respect to the related Underlying 

Collateral, the Servicer shall immediately provide written notice of same to the Manager. 

Except as otherwise directed by the Manager, the Servicer shall not acquire or otherwise cause 

the Company or any subsidiary or other entity in which the Company owns any interest to 

acquire all or any portion of any Underlying Collateral having any actual or threatened 

Environmental Hazard known to the Servicer by foreclosure, deed in lieu of foreclosure, power 

ofsale or sale pursuant to the Uniform Comrriercial Code or otherwise. Prior to acquisition of 

title to any commercial REO Property (whether by foreclosure, deed in lieu of foreclosure, by 

power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise), the Servicer 

shall, and prior to the acquisition of title to any residential REO Property (whether by 

foreclosure, deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform 

Commercial Code, or otherwise), the Servicer may cause to be commissioned with respect to 

such REO Property either (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 customary industry standards as 

would customarily be undertaken or obtained by a prudent lender in order to ascertain whether 

there are any actual or threatened Environmental Hazards (a "Site Assessment"), and the cost 

ofsuch Site Assessment shall be deemed to be a Servicing Expense as long as the costs for such 

Site Assessment were not paid to any Affiliate of the Manager, or any Affiliate of the Servicer 

or any Subservicer. 

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13240305.6 
(c) If title to any Underlying Collateral that constitutes real property is 

to be acquired by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale 

pursuant to the Uniform Commercial Code, or otherwise, title to such REO Property shall be 

taken by and held in the name of an Ownership Entity; provided, however, that for any 

Underlying Collateral which becomes REO Property after the Servicing Transfer Date and with 

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

Underlying Collateral may hold title only to the relevant Underlying Collateral with respect to 

which the Environmental Hazard exists. 

Section 3.4 Administration ofREO Properties. In addition to any other terms and 

conditions set forth herein, in connection with any REO Properties, the Servicer shall, in each 

case subject to applicable instructions from the Manager and the Servicing Obligations, comply 

with the following terms and conditions: 

(a) The Servicer shall cause the applicable Ownership Entity to 

maintain insurance in compliance with applicable requirements herein and in the LLC 

Operating Agreement. 

(b) The Servicer shall cause the applicable Ownership Entity to 

(i) perform the obligations that such Ownership Entity is required to perform under any 

leases to which it is a party in all material respects and (ii) enforce, in accordance with 

commercially reasonable practices for properties similar to the applicable REO Property, 

the material obligations to be performed by the tenants under such leases. 

(c) The Servicer shall not permit any Ownership Entity to 

initiate or consent to any zoning reclassification of any portion ofthe REO Property 

owned by such Ownership Entity, or use or permit the use of any portion of an REO 

Property in any manner that could result in such use (taking into account any applicable 

variance obtained in accordance with the Servicing Standard) becoming a non-conforming 

use under any zoning ordinance or any other applicable land use law, rule or regulation, 

without the prior written consent of the Manager, the Collateral Agent and the Initial 

Member. 

(d) The Servicer shall not permit any Ownership Entity to 

suffer, permit or initiate the joint assessment of REO Property (i) with any other real 

property constituting a tax lot separate from such REO Property, or (ii) with any portion of 

an REO Property which may be deemed to constitute personal property, or any other 

procedure whereby the lien of any taxes which may be levied against such personal 

property shall be assessed or levied or charged to such REO Property. 

(e) The Servicer shall cause the applicable Ownership Entity to 

maintain such REO Property in a good and safe condition and repair (subject to such 

alterations as the Manager may from time to time determine to be appropriate in 

accordance with the Servicing Standard and applicable requirements herein and in the 

Ancillary Documents) and in accordance with applicable Law. 

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(f) All property managers with respect to any REO Property 

shall, in their re9pective property management agreements or by separate agreement, 

subordinate their rights under such agreements (including their right to receive 

management fees) to the rights and interest ofthe Collateral Agent under the applicable 

REO Mortgage (as defined in the Reimbursement and Security Agreement). 

(g) With respect to any REO Property that is leased under a 

ground or other lease (in each case, a "Ground Lease"), the Servicer shall cause the 

applicable Ownership Entity to (i) pay all rents and other sums required to be paid by the 

tenant under and pursuant to the provisions of the applicable Ground Lease as and when 

such rent or other charge is payable, and (ii) diligently and timely perform and observe all 

ofthe terms, covenants and conditions binding on the tenant under the Ground Lease. The 

Servicer shall not permit the applicable Ownership Entity to subordinate or consent to the 

subordination of any Ground Lease to any mortgage, lease or other interest on or in the 

ground lessor's interest in the applicable REO Property without the prior consent ofthe 

Manager and the Collateral Agent unless such subordination is required under the 

provisions of such Ground Lease. 

(h) Reserved. 

(i) Notwithstanding any other provision ofthis Section 3.4 to 

the contrary, (i) in operating, managing, leasing or disposing of any REO Property, the 

Servicer shall act in the best interests of the Company, and the members and creditors of 

the Company (including the FDIC in its various capacities) and in accordance with the 

Servicing Standard, and (ii) without relieving the Servicer of any obligation elsewhere in 

this Agreement, and subject to any applicable Servicing Obligations, the Servicer shall not 

be required to act in accordance with a specific provision of this Section 3.4 if such action 

is (A) not in the best interests of Company and the members and creditors ofthe Company 

(including the FDIC in its various capacities), as determined by the Servicer in the 

exercise of its reasonable discretion, or (B) not in accordance with the Servicing Standard. 

(j) The Servicer shall furnish to the Manager, the Collateral 

Agent and the Initial Member such reports regarding the leasing and sales efforts of or 

relating to the REO Property as the Manager, the Collateral Agent or the Initial Member 

shall reasonably request. 

ARTICLE IV 

SUBSERVICING 

Section 4.1 Retention of Subservicer. The Servicer may engage or retain one or more 

subservicers, including Affiliates ofthe Manager or ofthe Servicer (individually and 

collectively, "Subservicer"), to subservice all Mortgage Loans or any number of individual 

Mortgage Loans, as applicable, as it may deem necessary and appropriate, provided that any 

Subservicer meets the requirements set forth in the definition of Qualified Servicer. 

Section 4.2 Subservicing Agreement Requirements. Any subservicing agreement with 

any Subservicer ("Subservicin2 Agreement") shall, among other things: 

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13240305.6 
(a) provide for the servicing ofthe Mortgage Loans and 

management ofthe Underlying Collateral by the Subservicer in accordance with the 

Servicing Standard and the other terms ofthis Agreement and the LLC Operating 

Agreement; 

(b) subject to Section 4.2(m) and Section 4.2(n) with respect to 

immediate termination, be terminable upon no more than thirty (30) days prior notice in 

the event of any Event of Default (as defmed in the LLC Operating Agreement), any 

Default under this Agreement or any default under the Subservicing Agreement; 

(c) provide that the Servicer as well as the Manager and the 

Initial Member shall each be entitled to exercise termination rights thereunder; 

(d) provide that the Subservicer and the Servicer acknowledge 

that the Subservicing Agreement constitutes a personal services agreement between the 

Servicer and the Subservicer; 

(e) provide that each ofthe Initial Member, the Purchase 

Money Note Guarantor and the Manager is a third party beneficiary under the 

Subservicing Agreement for all purposes and is entitled to enforce the Subservicing 

Agreement, and that each ofthe FDIC, the Purchase Money Note Guarantor and the 

Company is a third party beneficiary thereunder to the extent of any rights expressly 

granted to such Person under the Subservicing Agreement (and such Subservicing 

Agreement shall include rights in favor ofthe FDIC, the Purchase Money Note Guarantor 

and the Company that are equivalent to the rights granted to such Persons hereunder) and 

is entitled to enforce the Subservicing Agreement with respect to such rights; and further 

provide that in no event shall any amendment or waiver to any such Subservicing 

Agreement limit or affect any rights of any such third party beneficiary thereunder without 

the express written consent of such third party beneficiary; 

(f) provide that (i) upon removal ofthe Manager as the 

"Manager" pursuant to the LLC Operating Agreement and/or notice from the Initial 

Member or the Manager ofthe occurrence of any Event ofDefault (as defmed in the LLC 

Operating Agreement) under the LLC Operating Agreement, the Initial Member (and any 

successor "Manager" under the LLC Operating Agreement) may exercise all ofthe rights 

ofthe Manager under this Agreement and further cause the termination or assignment to 

any other Person ofthis Agreement (and, in the event of any such termination or 

assignment ofthis Agreement, the termination or assignment of any Subservicing 

Agreement), without penalty or payment of any fee, and (ii) upon the occurrence of any 

Default under this Agreement, each ofthe Manager (or applicable successor "Manager" 

under the LLC Operating Agreement) and the Initial Member may exercise all ofthe 

rights of (A) the Manager under this Agreement and cause the termination or assignment 

ofthis Agreement to any other Person, without penalty or payment of any fee, and (B) the 

Servicer under the Subservicing Agreement and cause the termination or assignment 

ofthe Subservicing Agreement to any other Person, without penalty or payment of any 

fee· . ' 

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13240305.6 
(g) provide that the Initial Member, the Manager, the Purchase 

Money Note Guarantor and the Company (and each oftheir respective representatives) 

shall each have access to and the right to review, copy and audit the books and records of 

the Subservicer and that the Subservicer shall make available its officers, directors, 

employees, accountants and attorneys to answer the Initial Member's, the Manager's, the 

Purchase Money Note Guarantor's and the Company's (and each oftheir respective 

representatives') questions or to discuss any matter relating to the Subservicer's affairs, 

finances and accounts, as they relate to the Mortgage Loans, the Underlying Collateral, the 

Servicing Obligations, the Collection Account, the Escrow Accounts or any Other 

Accounts established or maintained pursuant to this Agreement or the Subservicing 

Agreement, accounts created under the Custodial and Paying Agency Agreement or any 

matters relating to this Agreement or the Subservicing Agreement or the rights or 

obligations thereunder; 

(h) provide that all Mortgage Loan Proceeds are to be 


deposited into the Collection Account on a daily basis (without reduction or setoff as 


· provided in Section 11.12 hereof) within two Business Days ofreceipt and that under no 

circumstances are any funds, other than Mortgage Loan Proceeds and interest and earnings 

thereon and the proceeds ofExcess Liquidity Advances, to be commingled in 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 sale, 

transfer or assignment shall be void ab initio; 

(j) provide that the Subservicer consents to the immediate 


termination ofthe Subservicer pursuant to Section 7.2 of this Agreement; 


(k) provide that there shall be no right of setoff on the part of 

the Subservicer against the Mortgage Loan Proceeds (or the Company); 

(1) provide for such other matters as are necessary or 


appropriate to ensure that the Subservicer is obligated to comply with the Servicing 


Obligations ofthe Servicer hereunder in the conduct of such matters as are delegated to 


the Subservicer; 


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

Subservicer that correspond to the provisions of Section 7 .l(a), .(hl, .(£}.,@., ill., .(g1 

{hl_and ill ofthis Agreement, and (ii) provide that each of the Manager and the Initial 

Member has the right (x) to immediately terminate the Subservicing Agreement by 

providing written notice upon the occurrence 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 7.1 ofthis Agreement), and (y) otherwise to enforce 

the rights ofthe Servicer under the Subservicing Agreement; 

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13240305.6 
(n) provide that (i) the Subservicer consents to its immediate 

termination under the Subservicing Agreement upon the occurrence of any of(x) a Default 

under Section 7 .l(a), Section 7.1 (b), or Section 7 .lhl ofthis Agreement, or (y) an 

Insolvency Event with respect to the Subservicer or any of its Related Parties, and (ii) the 

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

Parties constitutes a default under the Subservicing Agreement; 

(o) provide a full release and discharge ofthe Initial Member, 

the Company, the Existing Servicers, the FDIC, in relation to any particular Mortgage 

Loan, the relevant Failed Bank and any predecessor-in-interest thereof, any Ownership 

Entities existing as ofthe Servicing Transfer Date, and all oftheir respective officers, 

directors, employees, agents, attorneys, contractors and representatives, and all oftheir 

respective successors, assigns and Affiliates (but excluding, in all cases, the Manager) 

(any such Person, a "Prior Servicer" and collectively, the "Prior Servicers"), from any 

and all claims (including any counterclaim or defensive claim), demands, causes of action, 

judgments or legal proceedings and remedies ofwhatever kind or nature that the 

Subservicer had, has or might have in the future, whether known or unknown, which are 

related in any manner whatsoever to the servicing ofthe Mortgage Loans by the Prior 

Servicers prior to the Servicing Transfer Date (other than due to gross negligence, 

violation of law or willful misconduct of such Prior Servicer); 

(p) provide that, to the extent required under Section 2.15 

hereof or Section 12.3(g) of the LLC Operating Agreement, all Mortgage Loans registered 

, on the MERS® System shall remain registered unless default, foreclosure or similar legal 

or MERS® requirements dictate otherwise or unless directed otherwise by the Manager; 

(q) provide that the Subservicer shall immediately notify the 

Manager and the Initial Member upon becoming aware of any Subservicer or any Affiliate 

thereof at any. time, (i) being or becoming a partner or joint venturer with any Borrower or 

Obligor, (ii) being or becoming an agent of any Borrower or Obligor, or allowing any 

Borrower or Obligor to be an agent of such Subservicer or of any Affiliate thereof, or (iii) 

having any interest whatsoever .in any Borrower or Obligor; and 

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

or provisions ofthis Agreement, the LLC Operating Agreement, the Custodial and Paying 

Agency Agreement or any ofthe other Ancillary 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 Servicer under this 

Agreement or the Manager under the LLC Operating Agreement and, in the event of any 

inconsistency between the Subservicing Agreement and the terms of either this Agreement 

or the LLC Operating Agreement, the terms ofthis 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 Servicer from any of 

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 

15 

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Servicing Agreement 

13240305.6 
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 agent of the 

Servicer. No Subservicer shall be paid any fees or indemnified out of any Mortgage Loan 

Proceeds or other amounts on deposit in the Collection Account, 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 Manager Approval Required. Each Subservicing Agreement and all 

amendments and modifications thereto and the selection of the Subservicer, regardless of 

whether the Subservicer is an Affiliate of the Servicer, shall be subject tD the prior written 

approval of the Manager (which approval shall not be unreasonably withheld, delayed or 

conditioned so long as the provisions required under Section 4.2 are not modified or deleted). A 

copy of all Subservicing Agreements, as executed and delivered and all amendments thereto, 

shall be provided to the Manager, and, upon request, to the Initial Member. 

Section 4.5 Regulation AB Requirements. The Servicer shall ensure, where 

applicable, that each Subservicer (A) has in place policies and procedures to comply with the 

provisions of Section 1122( d)(l )(i) through (iv) of Regulation AB, (B) complies with the 

provisions of Sections 1122(d)(2)(i) through (vii), 1122(d)(3)(i) through (iv), and 1122(d)(4)(i) 

through (xv) of Regulation AB (regardless of whether any such requirements apply, by their 

terms, only to companies registered or required to file reports with the Securities and Exchange 

Commission), and (C) complies with all applicable Law. 

ARTICLEV 

REPRESENTATIONS. WARRANTIES AND COVENANTS OF THE SERVICER 

Section 5.1 Representations and Warranties. The Servicer hereby makes the following 

representations and warranties as of the date hereof: 

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

existing and in good standing under the laws ofthe State of Florida, (ii) has qualified or 

will qualify to transact business as a foreign entity and will remain so qualified, in the 

state or states and other jurisdictions where the Mortgage Loans or the nature of the 

Servicer' s activities under this Agreement makes such qualification necessary; (iii) has all 

licenses and other governmental approvals necessary to carry on its business as now being 

conducted and to perform its obligations hereunder; and (iv) has established and shall 

maintain its principal place ofbusiness in the United States. 

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

right to service each Mortgage Loan, and to execute, deliver and perform, and to enter into 

and consummate the transactions contemplated by, this Agreement, and this Agreement 

has been duly authorized by all requisite corporate action on the part of the Servicer. 

(c) This Agreement and all agreements contemplated hereby to 

which the Servicer is or will be a party constitute the valid, legal, binding and enforceable 

obligations of the Servicer, except as such enforcement may be limited by bankruptcy, 

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13240305.6 
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 corporate 

action has been taken by the Servicer to make this Agreement and all agreements 

contemplated hereby 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 of the 

Servicer are duly authorized to do so. 

(e) The execution and delivery of this Agreement by the 

Servicer, the servicing of the Mortgage Loans and the Underlying Collateral under this 

Agreement, the consummation of any other 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 ofthe articles 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 the 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 Governmental 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 the 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 ofthe Servicer 

to perform its obligations under this Agreement or the financial condition ofthe Servicer. 

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

Governmental 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 their respective 

Controlled Affiliates shall, at any time, (i) be a partner or joint venturer with any Borrower 

or Obligor, (ii) be an agent of any Borrower or Obligor, or allow any Borrower or Obligor 

to be an agent ofthe Servicer or any Subservicer or any such Controlled Affiliate of either, 

or (iii) have any interest whatsoever in any Borrower or Obligor. 

(i) The Servicer is, and all times so long as this Agreement is 

in effect shall remain, a Qualified Servicer. 

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

covenants to the Manager as follows: 

(a) The Servicer shall be responsible for submitting all Internal 

Revenue Service information returns related to each Mortgage Loan for all applicable 

periods commencing with the Servicing Transfer Date (or, if later, the Closing Date). 

Information returns include reports on Forms 1098 and 1099 and any other reports 

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

required under applicable Law of any foreign Governmental Authority, to the extent such 

are required to be filed by the Company under such Law, relating to the Mortgage Loans, 

for the calendar or tax year in which the Closing Date falls and thereafter. 

(b) The Servicer shall cause to be kept and maintained, at all 

times, at the Servicer's principal place ofbusiness, a complete and accurate set offiles, 

books and records (including records transferred by the Manager to the Servicer) 

regarding the Mortgage Loans and the Underlying Collatera~ and the Company's interests 

in the Mortgage Loans and the Underlying Collateral, including records relating to the 

Collection Account, the Liquidity Account, the Special Reserve Account, the Interest 

Reserve Account, the Escrow Accounts and any Other Accounts maintained in connection 

with the Mortgage Loans, Servicer Advances, and Operating Expenses and collection and 

remittance ofMortgage Loan Proceeds; provided, however, that the Servicer shall only 

maintain such files, books and records with respect to the Liquidity Account, the Special 

Reserve Account and the Interest Reserve Account to the extent directed to do so by the 

Manager. The books of account shall be maintained in a manner that provides sufficient 

assurance that: (a) transactions are executed in accordance with the general or specific 

authorization of the Manager consistent with the provisions ofthe LLC Operating 

Agreement; and (b) transactions ofthe Company are recorded in such form and manner as 

will: (i) permit preparation offederal, state and local income and franchise tax returns and 

information returns in accordance with the LLC Operating Agreement and as required by 

Law; (ii) permit preparation ofthe Company's financial statements in accordance with 

GAAP and the LLC Operating Agreement and the provisions ofthe 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 often (10) years after the Closing 

Date and three (3) years after the date on which the final Mortgage Loan Proceeds are 

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

the Manager. All such books and records shall be available during such period for 

inspection by the Manager, the FDIC, the Purchase Money Note Guarantor and the Initial 

Member (and their respective representatives, including any applicable Governmental 

Authority) at all reasonable times during busiqess 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 Manager, the FDIC, the Purchase Money Note Guarantor and the Initial 

Member, as applicable), in each instance upon not less than two (2) Business Days' prior 

notice to the Servicer. Upon request by the Manager, the Servicer, at the sole cost and 

expense ofthe Manager, shall promptly send copies (the number of copies ofwhich shall 

18 

FDIC- SFR 2010-3 (Final) 

Servicing Agreement 

13240305.6 
be reasonable) of such books and records to the Manager. The Servicer shall provide the 

Manager with reasonable advance notice ofthe Servicer's intention to destroy or dispose 

· of any documents or files relating to the Mortgage Loans and, upon the request of the 

Manager, shall allow the Manager, at its own expense, to recover the same from the 

Servicer. The Servicer shall also maintain complete and accurate records reflecting the 

status of taxes, ground rents and other recurring charges which could become a Lien on 

any Underlying Collateral. 

(d) The covenants set forth in Section 5.2(b) and 1£}. above to 

maintain a complete and accurate set of records shall encompass all files in the Servicer's 

custody, possession or control pertaining to the Mortgage Loans and the Underlying 

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 Mortgage Loans and the Underlying Collateral, all documentation relating to items 

ofincome and expense pertaining to the Mortgage Loans and the Underlying Collateral, 

and all ofthe Servicer's (and any Subservicer's) internal memoranda pertaining to the 

Mortgage Loans and the Underlying Collateral. 

(e) The Servicer shall cause to be furnished to the Manager, 

each month on the Specified Date, commencing the first month following the Closing 

Date, a monthly Electronic Report on the Mortgage Loans and Underlying Collateral 

containing such information and substantially in the form set forth on Schedule 4 as the 

same may be amended from time-to-time by the Manager (without the consent ofthe 

Initial Member) and the Servicer (the "Electronic Report"). The Electronic Report shall 

include, but not be limited to, the information required for the Manager to prepare, in 

accordance with the LLC Operating Agreement, the Distribution Date Report and the 

Monthly Report, and such other reports and information as the Manager shall reasonably 

require, to the extent such information is reasonably available to the Servicer. 

Notwithstanding the above, with respect to any period prior to a Servicing Transfer Date, 

the applicaqle 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 Manager pursuant to the interim 

servicing and asset management support obligation set forth in Section 3.3 ofthe 

Contribution Agreement and the Initial Member fails to timely deliver such information to 

the Servicer and the Manager. 

(f) The Servicer shall deliver, and shall cause each Subservicer 

to deliver, to the Manager, on or before March lOth of each year, or such other day as the 

Manager and the Servicer may agree, commencing in the year 2011, an annual officer's 

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

the preceding calendar year (or other applicable period as set forth below in this Section 

and of its performance under this Agreement (or, as applicable, any Subservicing 

Agreement) has been made under such officer's supervision, and (ii) to the best of such 

officer's knowledge and belief, based on such review, such party has fulfilled all of its 

obligations under this Agreement (or, as applicable, any Subservicing Agreement) in all 

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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. The first such officer's certificate shall, with respect to any 

Mortgage Loan, cover the period commencing on the applicable Servicing Transfer Date 

and continuing through the end of the 2010 calendar year. In the event any Subservicer 

was terminated, resigned or otherwise performed in such capacity for only part of a year 

(or other applicable period, as the case may be, with respect to the period commencing, 

with respect to any Mortgage Loan, on the Servicing Transfer Date through the end ofthe 

2010 calendar year), such party shall provide an officer's certificate pursuant to this 

Section 5.2 with respect to such portion ofthe year (or other applicable period). 

(g) On or before March 15th of each year, or such other day as 

the Manager and the Servicer agree, commencing in the year 2011, the Servicer shall, and 

shall cause each Subservicer to, each at its own expense, provide a report prepared by a 

nationally recognized frrm of independent certified 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 Uniform Single Attestation Program for Mortgage Bankers or item 1122 of 

Regulation AB as amended or supplemented from time-to-time, including any successor 

provision, such frrm is ofthe opinion that the Servicer (or Subservicer's) activities have 

been conducted in compliance with this Agreement (including, to the extent applicable, 

Regulation AB as amended or supplemented from time-to-time, including any successor 

provision), or that such examination has disclosed no material items ofnoncompliance 

except for (i) such exceptions as such firm believes to be immaterial, and (ii) such other 

exceptions as are set forth in the report. · 

(h) In connection with the Manager's obligations under the 

LLC Operating Agreement to prepare, review and periodically update the Business Plan, 

the Servicer shall prepare and deliver to the Manager, and thereafter periodically update, 

such Business Plan, or relevant portions thereof or information to be included therein, in 

each case to the extent set forth and required pursuant to Schedule 6 hereto as the same 

may be amended from time-to-time by the Manager and the Servicer without the consent 

ofthe Initial Member (the "Business Plan Schedule"). Upon reasonable notice by the 

Initial Member, the Purchase Money Note Guarantor or the Manager, the Servicer shall 

make its personnel who are familiar with the Business Plan (or relevant portions thereof) 

available during normal business hours for the purposes of discussing such Business Plan 

with representatives ofthe Initial Member, the Purchase Money Note Guarantor and/or the 

Manager and responding to questions therefrom. 

Section 5.3 Audits. Until the later ofthe date that is ten (1 0) years after the· Closing 

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

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

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

Purchase Money Note Guarantor and the Initial Member and their respective representatives 

(including any Governmental Authority), during normal business hours and on reasonable notice, 

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with access to and the right to review all ofthe books of account, reports and records relating to 

the Mortgage Loans or any Underlying 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, (c) allow the Manager, the Purchase Money Note Guarantor and the 

Initial Member to cause such books to be audited by accountants selected by the Manager, the 

Purchase Money Note Guarantor or the Initial Member, as applicable, and (d) allow the 

Manager, the Purchase Money Note Guarantor and the Initial Member to discuss the Servicer's 

and Subservicer's affairs, finances and accounts, as they relate to the Mortgage Loans, the 

Underlying 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 officers, 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 Manager, 

the Purchase Money Note Guarantor or the Initial Member and any reasonable out-of-pocket 

expense incurred by the Servicer in connection with the exercise by the Manager, the Purchase 

Money Note Guarantor or the Initial Member of its rights in this Section 5.3 shall be home by 

the Manager, the Purchase Money Note Guarantor or the Initial Member, as applicable (and in 

all events subject to any obligation ofthe Manager to bear such expenses ofthe Purchase Money 

Note Guarantor or the Initial Member pursuant to the LLC Operating Agreement); provided, 

however, that any expense incident to the exercise by Manager, the Purchase Money Note 

Guarantor or the Initial Member oftheir respective 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 (i) shall not place or voluntarily permit any Lien 

to be placed on any ofthe Mortgage Loans, the Underlying Collateral, the Mortgage Loan 

Documents or the Mortgage Loan Proceeds, except, in the case of the Underlying Collateral, (x) 

as permitted under the Mortgage Loan Documents where the applicable Borrower is not in 

default thereunder and (y) as permitted by the terms ofthe Reimbursement and Security 

Agreement and (ii) shall not take any action to interfere with the Collateral Agent's rights as a 

secured party with respect to the Mortgage Loans, the Underlying Collateral and the Mortgage 

Loan Proceeds. 

Section 5.5 Servicer' s Duty to Advise: Delivery ofCertain Notices. In addition to 

such other reports and access to records and reports as are required to be provided to the 

Manager, the Purchase Money Note Guarantor and the Initial Member hereunder, the Servicer 

shall cause to be delivered to the Manager such information relating to the Mortgage Loans, the 

Underlying Collateral, the Servicer and any Subservicer as the Manager may reasonably request 

from time to time and, in any case, shall ensure that the Manager is promptly advised, in writing, 

of any matter of which the Servicer or Subservicer becomes aware relating to the Mortgage 

Loans, any of the Underlying Collateral, the Collection Account, the Escrow Accounts, any 

accounts created under the Custodial and Paying Agency Agreement, any Other Accounts or any 

Borrower or Obligor that materially and adversely affects the interests of the Company, the 

Purchase Money Note Guarantor or the Initial Member. Without limiting the generality ofthe 

foregoing, the Servicer shall immediately notify the Manager of (i) any claim, threatened claim 

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or litigation against the Servicer, the Company, the Manager or the Initial Member arising out of 

or with r~spect to any Mortgage Loan, (ii) any material notice from any Governmental Authority 

relating to any Underlying Collateral, or (iii) any other occurrence which would reasonably be 

expected to materially hamper, prevent or interfere with the effectuation of any then-applicable 

Business Plan. In addition, the Servicer shall cause to be delivered to the Manager information 

indicating any possible Environmental Hazard with respect to any Underlying Collateral. 

Further, the Servicer shall cause to be furnished to the Manager, each month on the Specified 

Date, commencing the first month following the Closip.g Date and together with the Electronic 

Report, a report with respect to each Mortgage Loan and Underlying Collateral (i) in the case of 

any Mortgage Loan, describing the remedial efforts or enforcement actions, if any, being 

undertaken by the Servicer with respect to the applicable Mortgage Loan, (ii) describing the 

status ofthe activities contemplated by the Business Plan (which, among other things, identifies 

any facts or circumstances which are reasonably likely to hamper, interfere with, prevent or 

postpone effectuation ofthe Business Plan), (iii) to the extent requested by the Manager, any 

materials delivered by the Borrower to the Company or the Servicer pursuant to the applicable 

Mortgage Loan Documents not theretofore delivered to the Manager (including, without 

limitation, copies of all plans and specifications, construction budgets and construction 

schedules, construction contracts, architect's agreements, leasing and brokerage agreements, 

management agreements (and modifications to each ofthe foregoing) and materials delivered by 

the applicable Borrower in connection with each request for an advance under the related 

Mortgage Loan, and (iv) such other information as the Manager reasonably requests. 

Section 5.6 Notice ofBreach or Change of Control. The Servicer shall immediately 

notify the Manager of (i) any failure or anticipated failure on its part to observe and perform any 

warranty, representation, covenant or agreement required to be observed and performed by it as 

the Servicer, and (ii) any Change of Control with respect to the Servicer. 

Section 5.7 Copies ofDocuments. Copies ofthe LLC Operating Agreement and the 

other Ancillary Documents (or portions thereof) as the Manager has determined to be necessary 

for the Servicer to be familiar with in order to perform its obligations hereunder have been 

delivered to the Servicer by the Manager, and the Servicer acknowledges receipt thereof. The 

Manager may from time-to-time deliver to the Servicer such amendments, modifications or 

additional Ancillary Documents (or portions ofany thereof) as the Manager may determine to be 

necessary for the continued performance by the Servicer of its obligations hereunder. All 

references herein to the Servicer's obligations with respect to such LLC Operating Agreement 

and other Ancillary Documents shall, as between the Manager and the Servicer (and without 

limitation of obligations ofthe Manager, or the rights of the Initial Member or the Purchase 

Money Note Guarantor under this Agreement, the LLC Operating Agreement or the other 

Ancillary Documents), be deemed to refer to the LLC Operating Agreement and other Ancillary 

Documents (or portions thereof) as have been, or from time to time are, delivered to the Servicer. 

All obligations ofthe Servicer set forth in the LLC Agreement and the other Ancillary 

Documents are incorporated herein by reference and shall have the same force and effect as ifthe 

applicable provisions were set forth in this Agreement. 

Section 5.8 Financial Information. The Servicer shall submit to the Company, with 

copies thereof to be delivered by the Servicer to the Purchase Money Note Guarantor and the 

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Initial Member, (i) within forty-five ( 45) days after the end of each ofits fiscal quarters, 

commencing on the Closing Date, and (ii) within ninety (90) days after the end of each ofits 

fiscal years, commencing on the Closing Date, a letter certified by an officer ofthe Servicer that 

details certain agreed upon financial trends and ratios relating to the Servicer (and/or such other 

financial information as the Manager, the Purchase Money Note Guarantor or the Initial Member 

may reasonably request from time to time). 

ARTICLE VI 


MANAGER CONSENT 


Section 6.1 Actions Requiring Manager Consent. Notwithstanding anything to the 

contrary contained in this Agreement, the Servicer shall not cause or permit to be taken any of 

the following actions without the prior written consent ofthe Manager (which may require the 

Manager to obtain the written consent ofthe Initial Member and/or the Purchase Money Note 

Guarantor), which consent may be withheld or conditioned in the sole and absolute discretion of 

the Manager: 

(a) conducting a Bulk Sale except as expressly permitted in the 

Servicing Obligations (and in all events subject to the limitations set forth in the LLC 

Operating Agreement); 

(b) the payment of fees to, the sale or other transfer (including 

through foreclosure or by deed in lieu thereof) of any Mortgage Loan or Underlying 

Collateral or Acquired Property (or any portion thereof) to, or any other transaction with 

(whether or not at usual and customary rates), any Affiliate of the Company, the Manager, 

the Servicer, any Affiliate ofthe Servicer, any Subservicer, or any Affiliate of any 

Subservicer; 

(c) the financing ofthe sale or other transfer of any Mortgage 

Loans, Underlying Collateral or Acquired Property (or any portion thereof); 

(d) the sale of any Mortgage Loan or Underlying Collateral or 

Acquired Property (or any portion thereof) that provides for any recourse against the 

Company, the Initial Member or the FDIC in any capacity, or against any interest in the 

Company held by the Initial Member or any share of the Mortgage Loan Proceeds 

allocable to the Initial Member; 

(e) any disbursement of any funds in the Collection Account 

(including any such funds made available through Excess Liquidity Advances), the 

Liquidity Account, the accounts created under the Custodial and Paying Agency 

Agreement or any Other Accounts other than in accordance with the provisions ofthis 

Agreement, the LLC Operating Agreement, the Reimbursement and Security Agreement 

and the Custodial and Paying Agency Agreement, as applicable; 

(f) where applicable, the Servicer or any Subservicer ceases to 

be a member in good standing of MERS®; 

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(g) advancing additional funds that would increase the Unpaid 

Principal Balance of any Mortgage Loan other than as required by the Mortgage Loan 

Documents or Servicing Expenses to the extent that capitalizing such Servicing Expenses 

is or would have been, prior to the conversion ofthe Mortgage Loan to Acquired Property, 

permitted under the applicable Mortgage Loan Documents; 

(h) in connection with its servicing and administration of any 

Mortgage Loan and management ofthe Underlying Collateral or Acquired Property, (i) 

approving any material modification or amendment to, or cancellation or termination of, 

any Mortgage Loan Documents; (ii) forgiving or reducing or forbearing from collecting 

any indebtedness; (iii) releasing any parties liable for the payment ofthe Mortgage Loan 

or the performance of any other obligation relating thereto; (iv) granting any consent 

under any Mortgage Loan Documents (including, without limitation, with respect to any 

proposed transfers of any Underlying 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 

proposed applications ofinsurance proceeds or condemnation awards); (v) consenting to 

any agreement in any Insolvency Proceeding relating to any Mortgage Loan, any 

Borrower or any Obligor with respect to a Mortgage Loan, or any Underlying Collateral, 

including voting for a plan ofreorganization; (vi) subordinating the liens ofthe Mortgage 

Loan Document; (vii) amending or waiving any provision of any intercreditor agreement 

or making any decisions with respect to the Mortgage Loans under any intercreditor 

agreement; or (viii) taking any other action regarding such Mortgage Loan, Underlying 

Collateral or Acquired Property that is prohibited under the LLC Operating Agreement or 

the other Ancillary Documents or otherwise inconsistent with the Servicing Standard; or 

(i) reimbursement for any expense or cost incurred (or paid) to 

any Affiliate of the Company, any Affiliate ofthe Servicer or any Affiliate of any 

Subservicer. 

Section 6.2 Amendments, Modification and Waivers. No provision of this Agreement 

may be amended, modified or waived except in writing executed by the Manager and the 

Servicer, and each such amendment and modification shall be subject to the prior written consent 

ofthe Initial Member and the Purchase Money Note Guarantor except for those provisions that 

may be amended by the express terms hereofwithout the Initial Member's consent. In no event 

shall any such amendment or waiver limit or affect the rights of the FDIC or the Purchase Money 

Note Guarantor (as a third party beneficiary hereunder as specified in Section 11.8) without the 

express written consent of the FDIC and the Purchase Money Note Guarantor. 

ARTICLE VII 

DEFAULTS; TERMINATION; TERMINATION WITHOUT CAUSE 

Section 7.1 Defaults. A default ("Default") means the occurence of: 

(a) any failure by the Servicer to remit to the Company or 

.deposit in the Collection Account, the Escrow Accounts, any accounts created under the 

Custodial and Paying Agency Agreement or any Other Accounts any amount required to 

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13240305.6 
be so remitted or deposited under the terms of (i) this Agreement, (ii) the Custodial and 

Paying Agency Agreement, or (iii) the LLC Operating Agreement; or 

(b) any Insolvency Event (without any cure period other than 

as may be provided for in the definition oflnsolvency Event) (i) ·with respect to the 

Servicer or any of its Related Parties, or (ii) with respect to any Subservicer or any of its 

Related Parties; provided, that any such Insolvency Event under this clause (ii) (that is not 

otherwise an Insolvency Event under clause (i) hereof) shall not be an Event ofDefault 

hereunder (but shall in all events be a default under the applicable Subservicing 

Agreement) so long as the Servicer shall have fully replaced such affected Subservicer 

within thirty (30) days after the occurrence of such Insolvency Event; or 

(c) any failure by the Servicer 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 Manager and the Servicer agree, after the date on which written 

notice of such failure, requiring the same to be remedied, shall have been given by the 

Manager to the Servicer, or (ii) Section 5.2(f) orSection 5.2(g) Ref246529541, which 

failure continues unremedied for a period oftwenty-five (25) days, or such other period as 

the Manager and the Servicer agree, after the date on which written notice of such failure, 

requiring the same to be remedied, shall have been given by the Manager 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 carry out its responsibilities under this Agreement in compliance with Law, 

or (ii) to have an Acceptable Rating or (iii) to cause each Subservicer to meet the 

applicable characteristics ofa Qualified Servicer as required under Section 4.1 and to 

renew or maintain any permit or license necessary to carry out its responsibilities under 

any Subservicing Agreement, which, in the case of either (i), (ii) or (iii), continues 

unremedied for a period of thirty (30) days after the date on which written notice of such 

failure requiring the same to be remedied shall have been given by the Manager or the 

Initial 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 Subservicer under its Subservicing Agreement or the 

failure by the Servicer to replace any Subservicer upon the occurrence of any such event 

in accordance with the terms governing material breach or default under the applicable 

Subservicing Agreement; or 

(f) any other failure (other than those specified in any of 

Section 7.1 (a) through @ by the Servicer to duly observe or perform any other covenants 

or agreements on the part ofthe Servicer contained in this Agreement or to perform any 

Servicing Obligation in compliance with the Servicing Standard, and such failure 

continues unremedied for a period ofthirty (30) days, or such other period as the Manager, 

with the consent ofthe Initial Member, and the Servicer agree, after the date on which 

written notice of such failure shall have been given by the Manager or the Initial Member 

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13240305.6 
to the Servicer; provided, however, that in the case of a failure that cannot be cured within 

thirty (30) days (or such other period as the Manager, with the consent of the Initial 

Member, and the Servicer agree) with the exercise ofreasonable diligence, the cure period 

shall be extended for an additional thirty (30) days ifthe Servicer can demonstrate to the 

reasonable satisfaction ofthe Manager and the Initial Memqerthat the Servicer is 

diligently pursuing remedial action; and provided, further, that, with respect to any such 

failure under this Section 7.1(0 that relates exclusively to obligations included in any 

applicable Schedule hereto that can be amended or otherwise modified without the 

consent ofthe Initial Member, then no such consent ofthe Initial Member shall be 

required with respect to an applicable cure period hereunder so long as such failure 

hereunder is not, or would not result in, a failure by the Manager to comply with its 

obligations under the LLC Operating Agreement and the other Ancillary Documents; or 

(g) the occurrence of any "Event ofDefault," as defined in the 

LLC Operating Agreement; or 

(h) the failure by the Servicer to perform its obligations in 

Section 11.9; provided, that in the event of such failure the Servicer is due to the failure of 

any Subservicer to comply with the provisions of Section 11.9, then it shall not be an 

Event of Default (but shall in all events be a default under the applicable Sub servicing 

Agreement) so long as Servicer shall have replaced such Subservicer within thirty (30) 

days after the oc.ccurence ofsuch Subservicer's failure to comply with Servicer's 

obligations under Section 11.9; or 

(i) receipt by the Manager or the Servicer of notice from the 

Purchase Money Note Guarantor that an "Event ofDefault" as defined in the 

Reimbursement and Security Agreement has occurred and is continuing; or 

Control. 

G) the occurrence of any Restricted Servicer Change of 

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 7.1 above, the Manager (including, if applicable, any successor "Manager" 

pursuant to the LLC Operating Agreement) or the Initial Member, in addition to any other 

rights the Manager 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) immediately terminate this Agreement by providing a Termination 

Notice to the Servicer, (ii) immediately 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 7.1(a) and/or 

Section 7.1 (b) ofthis Agreement. 

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(c) Upon a default or failure ofthe Manager to perform its 

obligations under this Agreement in a material manner, including but not limited to, the 

failure of the Manager to pay to the Servicer the Servicing Fee 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 equity, may terminate this Agreement by providing a Termination 

Notice to the Manager, with a copy to the Purchase Money Note Guarantor and the Initial 

Member. The Termination Notice shall set forth with specificity the nature ofthe default 

or failure to perform ofthe Manager and provide the Manager with no less than thirty (30) 

days to cure 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 ofthe Termination 

Notice, the Servicer shall provide a second Termination Notice to the Manager with a 

copy to the Purchase Money Note Guarantor 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 Manager 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 ofthe Second Termination Notice to the 

Manager, the Purchase Money Note Guarantor and the Initial Member, and (ii) the transfer 

ofthe Servicing Obligations to a successor Servicer. The duty ofthe Servicer to continue 

to perform the Servicing Obligations as provided in the Second Termination Notice is 

contingent upon the timely and full payment ofthe Servicing. Fee to the Servicer during 

such period. The Servicer shall cooperate fully and completely with the transition ofthe 

Servicing Obligations to a successor Servicer in order to assure an orderly transfer. 

Section 7.3 Termination without Cause. 

(a) The Manager 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 

Manager (without the Initial Member's consent) and the Servicer. 

(b) The Servicer may, at any time after the first anniversary ofthe 

Closing Date and thereafter, without cause, terminate this Agreement. No termination of 

this Agreement by the Servicer shall be effective unless the Servicer delivers to the 

Manager, with a copy to the Purchase Money Note Guarantor and the Initial Member, a 

Termination Notice, which for the purpose ofthis Section 7.3(b) shall be a notice ofthe 

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 ofthe Servicer's Obligations under this Agreement. Notwithstanding the 

foregoing, such Termination Notice shall not be effective unless the Termination Notice 

contains confirmation ofthe intent and obligation ofthe 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 in an orderly manner. The Servicer shall cooperate fully and 

completely with the transition ofthe Servicing Obligations to a successor Servicer to be 

designated by the Manager, 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 

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13240305.6 
Obligations to the successor Servicer, including but not limited to the costs oftransporting 

the servicing files and the provision of any notices to Borrowers. · 

Section 7.4 Effective Termination Date. Termination as specified in this Article VIII 

shall be effective at such time as is specified in the Termination Notice. In the event of such 

termination, all authority and power ofthe Servicer under this Agreement, whether with respect 

to the Mortgage Loans or otherwise, shall pass to and be vested in the Manager or the successor 

servicer designated by the Manager in the case of termination by the Manager or as designated 

solely by the Initial Member (or any successor "Manager" under the LLC Operating Agreement) 

in the case of termination by the Initial Member (or such successor "Manager" under the LLC 

Operating Agreement). The Servicer agrees to cooperate with the Manager, the Initial Member, 

any successor "Manager" under the LLC Operating Agreement 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 ofthe Servicer that have accrued under this Agreement or at 

Law prior to such termination. 

Section 7.5 Accounting. Upon termination ofthis Agreement as set forth herein, the 

Servicer shall account for and tum over to the Manager or its designee (or, if applicable, pursuant 

to such instructions as may be provided by the Initial Member or any successor "Manager" 

pursuant to the LLC Operating Agreement) funds collected under the terms of this Agreement. 

The Servicer shall provide written notice in conformity with all applicable Law to the Borrowers 

to indicate that their Mortgage Loans will henceforth be serviced by the Manager (or applicable 

successor "Manager" under the LLC Operating Agreement) or any applicable successor Servicer 

designated by the Manager (or any successor "Manager" under the LLC Operating Agreement) 

or the Initial Member as the case may be, and transfer its duties as the Servicer to the Manager 

(or successor "Manager" under the LLC Operating Agreement) or such successor Servicer. 

ARTICLEVIll 

INDEPENDENCE OF PARTIES; INDEMNIFICATION 

Section 8.1 Independence of Parties. The Servicer shall have the status of, and act as, 

an independent contractor. Nothing herein contained shall be construed to create a partnership or 

joint venture or any similar relationship between the Manager and the Servicer. 

Section 8.2 Indemnification. The Servicer agrees to indemnify, defend and hold 

harmless the Company, the Manager, the Purchase Money Note Guarantor, the Initial Member 

and each oftheir respective Affiliates, directors, officers, employees and agents and each oftheir 

respective successors and assigns (the "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 ofthe Servicer's warranties 

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, (iii) any act taken by the Servicer purportedly pursuant to a power of attorney 

granted by the Manager which act results in a claim related to the unlawful use of such power of 

attorney, or (iv) any failure by the Servicer or any Subservicer to discharge obligations on any 

Underlying Collateral relating to taxes, ground rents or other such recurring charges generally 

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accepted by the mortgage servicing industry, which would become a Lien on the Underlying 

Collateral. The Servicer shall immediately notify the Indemnified Party if a claim is made with 

respect to this Agreement or any Mortgage Loans or Underlying Collateral, assume (with prior 

consent ofthe Indemnified Party) the defense of any s'uch claim and pay all expenses in 

connection therewith, including attorneys' fees, and promptly pay, discharge and satisfy any 

judgment or decree which may be entered against it or any Indemnified Party 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 Mortgage Loan Proceeds. The Servicer shall follow any reasonable 

written instructions received from the Indemnified Party in connection with such claims, it being 

understood that the Indemnified Party shall have no duty to monitor or give instructions with 

respect to such claims. 

Section 8.3 Procedure for Indemnification. Promptly upon receipt ofwritten notice of 

any claim in respect ofwhich indemnity may be sought pursuant to the terms of this Agreement, 

the Indemnified Party will use its best efforts to notify the Servicer in writing thereof in 

sufficient time for the Servicer to respond to such claim. Except to the extent that the Servicer is 

prejudiced thereby, the failure ofthe Indemnified Party to promptly notify the Servicer of any 

such claim shall not relieve the Servicer from any liability which it may have to the Indemnified 

Party in connection therewith. If any claim shall be asserted or commenced against the 

Indemnified Party, the Servicer will be entitled to participate therein, and to the extent it may 

wish to assume the defense, conduct or settlement thereof, it shall be entitled to do so with 

counsel reasonably satisfactory to the Indemnified Party; provided, however, that in the event the 

Servicer fails, in the reasonable judgment of the Indemnified Party, vigorously to defend or 

pursue or attempt to settle such claim, the Manager shall have the right to assume the conduct, 

defense or settlement thereof, provided that the Manager shall obtain ·the prior written approval 

ofthe Indemnified Party before ceasing to defend against any claim or entering into any 

settlement, adjustment or compromise of such claim involving injunctive or similar equitable 

relief being imposed upon any Indemnified Party or any of its Affiliates. After notice from the 

Manager to the Servicer of its election to assume the defense, conduct or settlement thereof, the 

Servicer will not be liable to the Manager for any legal or other expenses consequently incurred 

by the Manager in connection with the defense, conduct or settlement thereof. 

Section 8.4 Pre- Closing Liabilities. Notwithstanding anything to the contrary herein, 

but without limitation ofthe release set forth in Section 11.13, it is understood and agreed that 

the Servicer shall not be liable to the Manager or the Company for any liabilities or obligations 

· attributable to an act, omission or circumstances ofthe Initial Member, the FDIC, the Failed 

Banks, and the Company that occurred or existed prior to the Effective Date (the "Pre-Closing 

Liabilities"). In the event there is asserted against the Company, the Manager, the Servicer or 

any Subservicer any claim or action with respect to any such Pre-Existing Liabilities, the 

Servicer or Subservicer, as applicable, shall notify the Manager and the Initial Member of such 

claim or action in accordance with Article IX. Except as provided otherwise in Section 8.2 and 

8.3 above (in the event that such claim or action is subject to the indemnification obligations of 

the Servicer pursuant to Section 8.1 above), the Manager shall have the right to control and 

assume the defense ofthe Company, the Manager, the Servicer and the Subservicer with respect 

to such claim or action at the Manager's expense~ The Servicer shall be reimbursed by the 

29 

FDIC- SFR 2010-3 (Fi7Uil} 

Servicing Agreement 

13240305.6 
Manager in connection with the foregoing only to the extent of and in accordance with the terms 

set forth on Schedule 3, as the same may be amended from time to time by the Manager (without 

the consent ofthe Initial Member) and the Servicer. 

ARTICLE IX 

NOTICES 

All notices, requests, demands and other communications required or permitted to be 

given or delivered under or by reason ofthe provisions ofthis Agreement shall be in writing and 

shall be given by certified or registered mail, postage prepaid, by delivery by hand or by 

nationally recognized courier service, or by electronic mail (followed up by a hard copy 

delivered through an alternate manner permitted under this Article IX), in each case mailed or 

delivered to the applicable address or electronic mail address specified in, or in the manner 

provided, in this Article IX below. All such notices, requests, demands 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 party hereto and (ii) (A) if delivered by hand or by 

nationally recognized courier service, when signed for (or refused) by or on behalf of the 

relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, 

postage prepaid; and (C) if delivered by electronic mail (which form of delivery is subject to the 

provisions ofthis paragraph), when delivered and capable ofbeing accessed from the recipient's 

office computer, provided that any notice , request, demand or other communication that is 

· received other than during regular business hours of the recipient shall be deemed to have been 

given at the opening of business on the next business day ofthe recipient. In no event shall a 

voice mail message be effective as a notice, communication or confirmation hereunder. From 

time to time, any party may designate a new address for purposes of notice to it hereunder by 

notice to such effect to the other parties hereto in the manner set forth in this Article IX. 

Ifto the Manager: 	 SFR 2010-3 Acquisition LLC 


5032 Parkway Plaza Blvd. 


Charlotte, NC 28217 


Attention: Peter Schancupp 


E-mail: 


with a copy to: 	 Phillip Kardis, II 

K&L Gates LLP 

1601 K Street, NW 

W DC 20006 

E-mail: 

Telephone 

Facsimile No.: 

Ifto the Initial Member or the 

Purchase Money Note Guarantor 

30 

FDIC-SFR 2010-3 (Final) 

Servicing Agreement 

13240305.6 
with a copy to: 

If to the Servicer: 

Assistant Director, Structured Transactions 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email: RMalami@FDIC.gov 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership 

Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

Email: DGearin@fdic.gov 

RoundPoint Mortgage Servicing Corporation 

5032 Parkway Plaza Blvd. 

Charlotte, NC 28217 

Attention: Peter Schancupp 

E-mail: 

with a copy to: Phillip Kardis, II 

K&L Gates LLP 

1601 K Street, NW 

W DC20006 

E-mail 

Telephone 

Facsimile No. 

ARTICLE X 


GOVERNING LAW; JURISDICTION 


Section 10.1 Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS TO BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE 

31 

FDIC- SFR 2010-3 (Final} 

Servicing Agreement 

13240305.6 
THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY W AlVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL 

ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 10.2 Jurisdiction; Venue and Service. Each ofthe parties hereto, for itself and 

each of its Affiliates, hereby. irrevocably and unconditionally: 

(a) (i) agrees that any suit, action or proceeding instituted 

against it by any other party with respect to this Agreement may be instituted, and that any 

suit, action or proceeding instituted by it against any other party with respect to this 

Agreement shall be instituted, only in the Supreme Court ofthe State ofNew York, 

County ofNew York, or the U.S. District Court for the Southern District ofNew York, as 

the party instituting such suit, action or proceeding may choose (and appellate courts from 

any ofthe foregoing), 

(ii) consents and submits, for itself and its property, to the 

jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted 

against it by any other party and 

(iii) 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 1 0.2(a) 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 Article IX (with copies to such other Persons as specified therein); 

provided, however, that nothing contained in this Section 1 0.2(b) shall affect the ability of 

any party to be served process in any other manner permitted by Law; 

(c) (i) waives any objection that it may now or hereafter 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 1 0.2(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 ofthe foregoing; and 

(d) agrees that nothing contained in this Section 10.2 shall be 

binding upon or construed to constitute consent to jurisdiction by any Failed Bank 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 Manager 

hereunder pursuant to the terms of the LLC Operating Agreement, the terms of this Section 10.2 

shall be restated as follows: 

32 

FDIC- SFR 2010-3 (Final) 

Servicing Agreement 

13240305.6 
''The Servicer, on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally: 

(a) (i) consents to the jurisdiction ofthe United States District Court for 

the Southern District ofNew York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the 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 

court or dispute-resolution forum other than the court in which the FDIC, in any capacity, files 

the action, suit or proceeding without the consent ofthe FDIC; 

(B) assert that venue is improper in either the United States 

District Court for the Southern District ofNew York or the United States District Court for the 

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

District ofNew York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

(ii) consents to the jurisdiction ofthe Supreme Court ofthe State of 

New York, County ofNew York, for any suit, action or proceeding against it or any of its 

Affiliates 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-resolution forum without the consent of the FDIC; 

(B) assert that venue is improper in the Supreme Court ofthe 

State ofNew York, County ofNew York; or 

(C) assert that the Supreme Court of the State ofNew York, 

County ofNew York is an inconvenient 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 

Southern District ofNew York or the United States District Court for the District of Columbia, 

and waives any right to remove or transfer such suit, action or proceeding to any other court or 

dispute-resolution forum without the consent ofthe FDIC, and agrees to consent thereafter to 

transfer ofthe suit, action or proceeding to either the United States District Court for the 

Southern District ofNew York or the United States District Court for the District of Columbia at 

the option ofthe FDIC; and 

(iv) agrees, ifthe United States District Court for the Southern District 

ofNew York and the United States District Court for the District of Columbia both lack 

33 

FDJC-SFR 2010-3 (Firuzl} 

Servicing Agreement 

13240305.6 
jurisdiction to hear a suit, action or proceeding falling within Section 1 0.2(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court ofthe State ofNew York, County ofNew 

Y ark, 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 Affiliates, hereby irrevocably and 

unconditionally agrees that any final judgment entered against it in any suit, action or proceeding 

falling within Section 10.2(a) may be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 1 0.2(d), the Servicer, on behalf of 

itself and its Affiliates, 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 1 0.2(a) 

or Section 1 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 Article IX (with copies to such 

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

1 0.2(c) shall affect the right of any party to serve process in any other manner permitted by law. 

(d) Nothing in this Section 10.2 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 1 0.2(a)(iii) and Section 

1 0.2(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 forum. 

Section 10.3 Waiver of Jury Trial. EACH OF THE PARTIES HERETO, FOR ITSELF 

AND EACH OF ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY 

W AlVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE 

ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY 

SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A WRY. 

ARTICLE XI 


MISCELLANEOUS 


Section 11.1 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 Manager and the Servicer. Any of 

the following shall constitute an assignment for all purposes of this Agreement: (a) any 

merger, consolidation or dissolution involving the Servicer or (b) any transfer of all or 

substantially all ofthe assets ofthe Servicer, notwithstanding whether any ofthe 

foregoing transactions occur at one time or in the aggregate over a period oftime. The 

Servicer shall not assign any rights or obligations hereunder to any other Person other than 

as is expressly provided in this Agreement. Any purported sale, sub-participation or 

assignment or delegation in violation ofthis Section ll.l(a) shall be void ab initio and of 

no force or effect whatsoever. 

(b) Under no circumstances shall the Servicer (i) transfer to 

any Subservicer or any other Person any ownership interest in the servicing of the 

34 

FDIC- SFR 2(}10-3 (Final) 

Servicing Agreement 

13240305.6 
Mortgage Loans or any right to transfer or sell the servicing of the Mortgage Loans (other 

than in connection with the sale of any Mortgage 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 the servicing ofthe Mortgage Loans (other than in connection with the 

sale of any Mortgage 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. 

Section 11.2 Legal Fees. No party to this Agreement shall be responsible for the· 

payment of the legal fees or expenses incurred by the other party hereto in connection with the 

negotiation and execution ofthis Agreement or any subsequent modifications or supplements 

hereto 

Section 11.3 Entire Agreement. This Agreement contains the entire agreement between 

the Manager and the Servicer and supersedes any and all other prior agreements, whether oral or 

written, with respect to the subject matter hereof. 

Section 11.4 Counterparts; Facsimile Signatures. This Agreement may be executed in 

two (2) or more counterparts, each of which shall be deemed an original but all ofwhich together 

shall constitute but one and the same agreement. This Agreement and any amendments hereto, 

to the extent signed and delivered by facsimile or other electronic means, shall be treated in all 

manner and respects as an original agreement and shall be considered to have the same binding 

legal effect as if it were the original signed version thereof delivered in person. No signatory to 

this Agreement shall raise the use of a facsimile machine or other electronic means to deliver a 

signature or the fact that any signature or agreement was transmitted or communicated through 

the use of a facsimile machine or other electronic means as a defense to the formation or 

enforceability of a contract and each such Person forever waives any such defense. 

Section 11.5 Headings. Paragraph titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit, extend or 

describe the scope of this Agreement or the intent of any provisions hereof. All Section and 

paragraph references contained herein shall refer to Sections and paragraphs in this Agreement 

unless otherwise specified. 

Section 11.6 Compliance with Law. Except as otherwise specifically provided herein, 

each party to this Agreement shall, at its own cost and expense, obey and comply with all 

applicable Laws, as they may pertain to such party's performa11ce of its obligations hereunder. 

Section 11.7 Severability. Any provision ofthis Agreement which is prohibited 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 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (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 jurisdiction shall not invalidate or render 

35 

FDIC- SFR 2010-3 (Final) 

Servicing Agreement 

13240305.6 
unenforceable such provisionin any other jurisdiction; and (iii) without limitation of clauses (i) 

or (ii), such ineffectiveness shall not invalidate any ofthe remaining provisions ofthis 

Agreement. Without limitation ofthe preceding sentence, it is the intent ofthe parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision ofthis Agreement is prohibited or unenforceable in any jurisdiction (because ofthe 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (x) modify such provision (including without limitation, 

to the extent applicable, by limiting the duration or scope ofsuch provision and/or the Persons 

against whom, and/or the circumstances under which, such provision shall be effective in such 

jurisdiction) for purposes of such proceeding to the minimum extent necessary so that such 

provision, as so modified, may then be enforced in such proceeding and (y) enforce such 

provision, as so modified pursuant to clause (x), in such proceeding. Nothing in this Section 

11.7 is intended 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 

10.1. 

Section 11.8 Third Party Beneficiaries. The Initial Member shall be and is hereby 

designated as a third party beneficiary under this Agreement, and, as such, the Initial Member is 

entitled to enforce this Agreement as ifthe Initial Member were a party hereto. The Company, 

the Purchase Money Note Guarantor and the FDIC shall be and are hereby designated as third 

party beneficiaries under this Agreement with respect to those provisions ofthis Agreement 

which expressly grant rights to such Persons, and, as such, each is entitled to enforce such 

provisions ofthis Agreement as if such Person were a party hereto. Notwithstanding the 

foregoing, none of the Purchase Money Note Guarantor the.FDIC, the Company and the Initial 

Member shall have any obligation to undertake any ofthe duties ofthe Manager hereunder or 

have any liability whatsoever to the Servicer, any Subservicer or any other party related to this 

Agreement. There shall be no other third party beneficiaries. The rights ofthe Purchase Money 

Note Guarantor as a third party beneficiary hereunder shall terminate at such time as the 

Purchase Money Note Guarantor notifies the Servicer that the reimbursement obligations in 

favor ofthe Purchase Money Note Guarantor under the Reimbursement and Security Agreement 

have been paid in full, but shall be reinstated in the event that the Purchase Money Note 

Guarantor party notifies the Servicer that such obligations have been reinstated in accordance 

with its terms. 

Section 11.9 Protection ofConfidential Information. The Servicer shall keep 

confidential (and shall cause any Subservicer to keep confidential) and shall not divulge (and 

shall cause any Subservicer to not divulge) to any party, without the Manager's.prior written 

consent, any information pertaining to the LLC Operating Agreement, the Mortgage Loans or 

any Borrower or Obligor or the Underlying Collateral thereunder, except as required pursuant to 

this Agreement and except to the extent that it is necessary and appropriate for the Servicer or a 

Subservicer, as applicable, to do so in working with legal counsel, auditors, taxing authorities, 

regulatory authorities or any other Governmental Authority or in accordance with the Servicing 

Standard; provided, that, to the extent that disclosure should be required by law, rule, regulation 

(including any securities 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 resolution 

36 

FDIC- SFR 2010-3 (Final) 

Servicing.Agreement 

13240305.6 
process or other legal proceedings, whether civil or criminal, and including before any court or 

administrative or legislative body), the Servicer shall, and shall cause all Subservicers to, use all 

reasonable efforts to maintain confidentiality and shall (unless otherwise prohibited by law), and 

shall cause all Subservicers to (unless such Subservicers are otherwise prohibited by law), notify 

the Manager and the Initial Member and the Purchase Money Note Guarantor within one (1) 

Business Day after its knowledge of such legally required disclosure so that the Manager, the 

Purchase Money Note Guarantor and the Initial Member may seek an appropriate protective 

order and/or direct the Manager to waive the Servicer's or Subservicer's, as the case may be, 

compliance with this Agreement. Notice shall be by telephone, by email and in writing. In the 

absence of a protective order or waiver, the Servicer and any applicable Subservicer may make 

such required disclosure if, in the written opinion of Servicer' s outside counsel (which opinion 

shall be provided to the Manager, the Initial Member and the Purchase Money Note Guarantor 

prior to disclosure pursuant to this Section 11.9), failure to make such disclosure would subject 

the Servicer or the Subservicer, as the case may be, to liability for contempt, censure or other 

legal penalty or liability. 

Section 11.10 Time ofEssence. Time is hereby declared to be ofthe essence ofthis 

Agreement and of every part hereof. 

Section 11.11 No Presumption. This Agreement shall be construed fairly as to each 

party hereto and if at any time any such term or condition is desired or required to be interpreted 

or construed, no consideration shall be given to the issue ofwho actually prepared, drafted or 

requested any term or condition ofthis Agreement or any agreement or instrument subject 

hereto. 

Section 11.12 No Right of Setoff. The Servicer hereby waives any and all rights it may 

otherwise have (whether by contract or operation ofLaw or otherwise) to any setoff, offset; 

counterclaim or deduction (or to assert any claim for any setoff, offset counterclaim or 

deduction) against the Mortgage Loan Proceeds (or the Company). 

Section 11.13 Release oflnitial Member and Others. The Servicer hereby releases and 

discharges the Prior Servicers 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 Servicer had, has or might have in the future, whether known or unknown, 

which are related in any manner whatsoever to the servicing of the Mortgage Loans or 

Underlying Collateral prior to the Servicing Transfer Dates by the Prior Servicers, in each case 

other than for acts or omissions constituting gross negligence, violation of law or willful 

misconduct ofthe Prior Servicers. 

[Remainder ofPage Intentionally Left Blank] 

37 


FDIC- SFR 2010-3 (Final) 

Servicing Agreement 

13240305.6 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

as of the day and year first above written. 

SFR 2010-3 ACQUISITION LLC, as Manager 

managing 

FDIC 2010-3 


Servicing Agreement 

A 

EXHIDITA 


MORTGAGE LOAN SCHEDULE 


[Attached] 

A-1 

FDIC SFR 2010-3 (Final) 

Servicing Agreement 

13240305.611/29/2010 9:18:05 PM 
EXIDBITB 


ELECTRONIC TRACKING AGREEMENT 


B-1 

FDIC SFR 2010-3 (Final) 

Servicing Agreement 

13240305.6 
MULTIBANK SFR 2010-3 


ELECTRONIC TRACKING AGREEMENT 


by and among 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


SFR 2010-3 Acquisition LLC, 


RoundPoint Mortgage Servicing Corporation, 


MERSCORP, INC., 


and 


MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC. 


Dated as ofNovember 30, 2010 

Multibank Transaction- SFR 2010-3 

Electronic Tracking Agreement 
ELECTRONIC TRACKING AGREEMENT 

THIS ELECTRONIC TRACKING AGREEMENT (this "Agreement") is made and 

entered into as November 30, 2010, by and among (a) SFR 2010-3 Acquisition LLC, a Delaware 

limited liability company (the "Manager"); (b) RoundPoint Mortgage Servicing Corporation 

(the "Servicer"); (c) MERSCORP, Inc. (the "Electronic Agent"); (d) Mortgage Electronic 

Registration Systems, Inc. ("MERS"); (e) the Federal Deposit Insurance Corporation (in any 

capacity, the "FDIC"), as receiver ("Receiver") for various failed financial institutions 

(including its successors and assigns thereto), as initial member pursuant to the LLC Operating 

Agreement referred to below (the "Initial Member"); and (f) the FDIC, as Receiver, as 

collateral agent pursuant to the Reimbursement and Security Agreement referred to below 

(including its successors and assigns thereto) (the "Collateral Agent"). 

WHEREAS, the Manager and the Servicer have entered into that certain Servicing 

Agreement, dated as of November 30, ~010 (the "Servicing Agreement"), pursuant to which, 

among other things, the Servicer is responsible for servicing the Mortgage Loans; and 

WHEREAS, pursuant to the Amended and Restated Limited Liability Company 

Operating Agreement of2010-3 SFR Venture, LLC (the "Company"), dated as ofNovember 30', 

2010 (the "LLC Operating Agreement"), the Initial Member has the right to replace the 

Manager and to control the actions of the Company with respect to the Mortgage Loans (as 

defined below); and 

WHEREAS, pursuant to the Reimbursement and Security Agreement dated as of 

November 30, 2010 (the "Reimbursement and Securitv Agreement"), by and. among the 

Company, the Collateral Agent, the Initial Member, the FDIC acting in its corporate capacity and 

the guarantors party thereto, the Company has pledged the Mortgage Loans to the Secured 

Parties defined therein and such Secured Parties will have a first priority security interest in the 

Mortgage Loans; and 

WHEREAS, the Manager and each Rights Holder (as defined below) desire to continue 

to have the Mortgage Loans registered on the MERS® System (defined below) such that the 

mortgagee of record under each Mortgage (defined below) shall be identified as MERS. 

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows: 

1. Definitions. 

Capitalized terms used in this Agreement shall have the meanings assigned to them 

below. 

"Affected Loans" shall have the meaning assigned to such term in Section 4(b). 

"Agreement" shall have the meaning assigned to such term in the preamble. 

"Assignment of Mortgage" shall mean, with respect to any Mortgage, an assignment of 

the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the 

Multibank Transaction- SFR 2010-3 1 Electronic Tracking Agreement 
laws of the jurisdiction wherein the related mortgaged property is located to effect the 

assignment of the Mortgage upon recordation. 

"Collateral Agent" shall have the meaning given in the preamble. 

"Collateral Agent Notice" shall have the meaning given in Section 4(i). 

"Company" shall have the meaning given in the recitals. 

"Electronic Agent" shall have the meaning given in the preamble, 

"Event of Default" shall mean any Default as defined in the Servicing Agreement or an 

"Event ofDefault" as defined in the LLC Operating Agreement or an "Event ofDefault" as 

defined in the Reimbursement and Security Agreement. 

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


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


"LLC Operating Agreement" shall have the meaning given in the recitals. 


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


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


"MERS Designated Mortgage Loan" shall have the meaning given in Section 3. 


"MERS Procedures Manual" shall mean the MERS Procedures Manual attached as 


Exhibit B hereto, as it may be amended from time to time. 

"MERS® System" shall mean the Electronic Agent's mortgage electronic registry 

system, as more particularly described in the MERS Procedures Manual. 

"Mortga2e" shall mean a lien, mortgage or deed oftrust securing a Mortgage Note. 

"Mortgage Loan" shall mean each mortgage loan held by the Company that is, as of the 

date hereof, registered on the MERS® System. 

"MortJ!a2e Note" shall mean a promissory note or other evidence of indebtedness ofthe 

obligor thereunder, representing a Mortgage Loan, and secured by the related Mortgage. 

"Notice of Default" shall mean a notice from any Rights Holder that an Event ofDefault 

has occurred and is continuing, substantially in the form ofExhibit C hereto. 

"Opinion of Counsel" shall mean a written opinion of counsel in form and substance 

reasonably acceptable to each Rights Holder. 

Multibank Transaction- SFR 2010-3 2 Electronic Tracking Agreement 
"Person" shall mean any individual, corporation, company, voluntary association, 

partnership, joint venture, limited liability company, trust, unincorporated association or 

government (or any agency, instrumentality or political subdivision thereof). 

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

"Reimbursement and Security Agreement" shall have the meaning given in the 

recitals. 

"Rights Holder" shall mean the Initial Member and the Collateral Agent; provided, that 

(a) rights of the Initial Member as Rights Holder shall be junior and subordinate to the rights of 

the Collateral Agent in such capacity to the extent set forth in Section 4(i) below; and (b) upon 

delivery by Collateral Agent of the Collateral Agent Notice pursuant to Section 4(i) below, the 

Collateral Agent shall cease, on a going forward basis (and without termination of any indemnity 

rights or rights with respect to any period prior to delivery of such Collateral' Agent Notice), to 

be a Rights Holder hereunder. 

"Servicing Agreement" shall have the meaning given in the recitals. 

"Secured Parties" shall mean collectively, the Collateral Agent, each co-agent or subagent appointed by the Collateral Agent from time to time pursuant to the Reimbursement and 

Security Agreement and the FDIC acting in its corporate capacity as Purchase Money Note 

Guarantor under the Reimbursement and Security Agreement. 

"Senior Rights Holder" shall mean (a) the Collateral Agent, for so long as it is a Rights 

Holder, and (b) thereafter, the Initial Member. 

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

"Subservicer" shall mean any subservicers engaged by the Servicer as permitted under 

the LLC Operating Agreement. 

2. 	 Appointment of the Electronic Agent. 

(a) Each Rights Holder and the Manager, by execution and delivery of this 

Agreement, each does hereby appoint MERSCORP, Inc. as the Electronic Agent, subject to the 

terms ofthis Agreement, to perform the obligations set forth herein. 

(b) 	 MERSCORP, Inc., by execution and delivery of this Agreement, does hereby 

(i) agree with each Rights Holder and the Manager, subject to the terms of this Agreement, to 

perform the services set forth herein, and (ii) accepts its appointment as the Electronic Agent. 

3. 	 Designation of MERS as Mortgagee of Record; Designation of Investor and Servicer of 

Record in MERS. 

The Manager represents, warrants and covenants that (a) it has designated or shall 

designate MERS as, and has taken or will take such action as is necessary to cause MERS to be, 

Multi bank Transaction- SFR 2010-3 3 Electronic Tracking Agreement 
the mortgagee of record, as nominee for the Company, with respect to the Mortgage Loans in 

accordance with the MERS Procedures Manual and (b) it has designated or will promptly 

designate 1000002 (Org Id.) as the "investor" and the Servicer as the "servicer" in the MERS® 

System for each such Mortgage Loan (each Mortgage Loan so designated is a "MERS 

Designated Mortgage Loan") and the Collateral Agent or the Initial Member. as the "interim 

funder" on the MERS® System with respect to .each MERS Designated Mortgage Loan, and, if 

applicable pursuant to the LLC Operating Agreement, will designate any Subservicer retained 

under the Servicing Agreement as the "subservicer"; provided, that upon the Company becoming 

a member of MERS in good standing, the Manager shall cause the Company to be identified in 

the "investor" field on the MERS® System; provided further, the Manager may, pursuant to the 

terms of the LLC Operating Agreement designate itself as the "servicer" with respect to any such 

MERS Designated Mortgage Loan, in which case the Servicer shall be designated as the 

"subservicer" with respect thereto; provided, further, however, no other Person shall be 

identified on the MERS® System as having any interest in such MERS Designated Mortgage 

Loan unless otherwise consented to by the Collateral Agent or required pursuant to this 

Agreement, and (c) upon receipt ofthe Collateral Agent Notice will promptly designate the 

Initial Member as the "interim funder" on the MERS® System with respect to each MERS 

Designated Mortgage Loan. 

4. 	 Obligations of the Electronic Agent; Rights of Collateral Agent Superior to Initial 

Member. 

(a) The Electronic Agent shall ensure that MERS, as the mortgagee of record under 

each MERS Designated Mortgage Loan, shall promptly forward all properly identified notices 

MERS receives in such capacity to the person or persons identified in the MERS® System as the 

servicer as well as, if a subservicer is identified in the MERS® System, the subservicer for such 

MERS Designated Mortgage Loan. 

(b) Upon receipt of a Notice of Default, in the form of Exhibit C, from a Rights 

Holder in which such Rights Holder shall identify the MERS Designated Mortgage Loans with 

respect to which the Manager's right to act as servicer or undisclosed investor's or the 

Company's right to act as investor, or the Servicer's right to act as servicer, or subservicer, as 

applicable thereof has been terminated by such Rights Holder (the "Affected Loans"), the 

Electronic Agent shall modify the applicable investor fields, servicer fields and/or subservicer 

fields to reflect the investor, servicer and/or subservicer on the MERS® System as such Rights 

Holder or such Rights Holder's designate with respect to such Affected Loans. Following such 

Notice of Default, the Electronic Agent shall follow the instructions of each Rights Holder with 

respect to the Affected Loans, without further consent of the Manager or the Servicer (and, in the 

case of instructions by the Collateral Agent, without further consent of the Initial Member), and 

shall deliver to each Rights Holder any documents and/or information (to the extent such 

documents or information are in the possession or control of the Electronic Agent) with respect 

to the Affected Loans requested by such Rights Holder. 

(c) Upon the Senior Rights Holder's request and instructions, and at the Manager's 

sole cost and expense, the Electronic Agent shall deliver to such Rights Holder or its designee an 

Assignment of Mortgage from MERS, in blank, in recordable form but unrecorded with respect 

Multibank Transaction- SFR 2010-3 4 Electronic Tracking Agreement 
to each Affected Loan; ID"QVided, however, that the Electronic Agent shall not be required to 

comply with the foregoing unless the costs of doing so shall be paid by the Servicer, the Manager 

or a third party. 

(d) The Electronic Agent shall promptly notify each Rights Holder and the Manager 

if it has actual knowledge that any mortgage, pledge, lien, security interest or other charge or 

encumbrance exists with respect to any ofthe Mortgage Loans. Upon the reasonable request of a 

Rights Holder or the Manager, the Electronic Agent shall review the "investor" and "interim 

funder" fields and shall notify such Rights Holder if any Person other than the Company is 

identified in the "investor" field or if any Person is identified in the "interim funder" field. 

(e) In the event that (i) any Rights Holder, the Company, the Manager, the Servicer, 

the Electronic Agent or MERS shall be served by a third party with any type of levy, attachment, 

writ or court order with respect to any MERS Designated Mortgage Loan or (ii) a third party 

shall institute any court proceeding by which any MERS Designated Mortgage Loan shall be 

required to be delivered otherwise than in accordance with the provisions of this Agreement, the 

Electronic Agent shall promptly deliver or cause to be delivered to the other parties to this 

Agreement copies of all court papers, orders, documents and other materials concerning such 

proceedings. 

(f) Upon the request of any Rights Holder, the Electronic Agent shall run a query 

with respect to any and all specified fields with respect to any or all of the MERS Designated 

Mortgage Loans and, if requested by the Senior Rights Holder, shall change the information in 

the "interim funder" field in accordance with the Senior Rights Holder's instructions. 

(g) MERS, as mortgagee of record for the MERS Designated Mortgage Loans, shall 

take all such actions as may be required by a mortgagee in connection with servicing the MERS 

Designated Mortgage Loans at the request of the applicable servicer identified on the MERS® 

System, including, but not limited to, executing and/or recording, any modification, waiver, 

subordination agreement, instrument of satisfaction or cancellation, partial or full release, 

discharge or any other comparable instruments, at the sole cost and expense of the Manager. 

(h) MERS shall cause certain officers or other representatives of each Rights Holder 

to be appointed as agents of MERS with respect to the MERS Designated Mortgage Loans, with 

the power to wield all of the powers specified in the form ofpower of attorney used to appoint 

such agent, substantially in the form attached hereto as Exhibit D. 

(i) Until such time as MERS and the Electronic Agent receive notice from the 

Collateral Agent that all obligations under the Reimbursement and Security Agreement have 

been paid and performed in full (the "Collateral Agent Notice"), (i) all rights of the Collateral 

Agent as a Rights Holder hereunder shall be senior and superior to all rights of the Initial 

Member, as a Rights Holder hereunder, including without limitation the right to assign Mortgage 

Loans, change the "interim funder" field, instruct MERS, deliver a Notice ofDefault, permit 

MERS or the Electronic Agent to assign this Agreement or resign hereunder, remove MERS or 

the Electronic Agent under this Agreement, or terminate this Agreement, and (ii) in the event of 

Multibank Transaction- SFR 2010-3 5 Electronic Tracking Agreement 
any conflicting instructions from the Collateral Agent and the Initial Member, the instructions 

from the Collateral Agent shall govern and control. 

5. Access to Information. 

Upon any Rights Holder's request, the Electronic Agent shall furnish to such Rights 

Holder or its respective auditors information in its possession with respect to the MERS 

Designated Mortgage Loans and shall permit them to inspect the Electronic Agent's and MERS' 

records relating to the MERS Designated Mortgage Loans at all reasonable times during regular 

business hours. 

6. Representations ofthe Electronic Agent and MERS. 

The Electronic Agent and MERS hereby represent and warrant as of the date hereof that: 

(a) each ofthe Electronic Agent and MERS has the corporate power and authority 

and the legal right to execute and deliver, and to perform its obligations under this Agreement, 

and has taken all necessary corporate action to authorize its execution, delivery and performance 

of this Agreement; 

(b) no consent or authorization of, filing with, or other act by or in respect of, any 

arbitrator or governmental authority and no consent of any other Person is required in connection 

with the execution, delivery, performance, validity or enforceability ofthis Agreement; 

(c) this Agreement has been duly executed and delivered on behalf of the Electronic 

Agent and MERS and constitutes a legal, valid and binding obligation of the Electronic Agent 

and MERS enforceable in accordance with its terms, except as enforceability may be limited by 

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of 

creditors' rights generally and by general principles of equity (whether enforcement is sought in 

proceedings in equity or at law); and 

(d) the Electronic Agent and MERS will maintain at all times insurance policies for 

fidelity and errors and omissions in amounts of at least three million dollars ($3,000,000) and 

five million dollars ($5,000,000) respectively, and a certificate and policy of the insurer shall be 

furnished to each Rights Holder upon request and shall contain a statement of the insurer that 

such insurance will not be terminated prior to thirty (30) days' written notice to each Rights 

Holder. 

7. Covenants of MERS. 

(a) MERS shall (i) not incur any indebtedness other than in the ordinary course of its 

business, (ii) not engage in any dissolution, liquidation, consolidation, merger or sale of assets, 

(iii) not engage in any business activity in which it is not currently engaged, (iv) not take any 

action that might cause MERS to become insolvent, (v) not form, or cause to be formed, any 

subsidiaries, (vi) maintain books and records separate from any other Person, (vii) maintain its 

bank accounts separate from any other Person, (viii) not commingle its assets with those of any 

other Person and hold all of its assets in its own name, (ix) conduct its own business in its own 

Multibank Transaction- SFR 2010-3 6 

Electronic Tracking Agreement 
name, (x) pay its own liabilities and expenses only out of its own funds, (xi) observe all 

corporate formalities, (xii) enter into transactions with affiliates only if each such transaction is 

intrinsically fair, commercially reasonable, and on the same terms as would be available in an 

ann's length transaction with a Person that is not an affiliate, (xiii) pay the salaries of its own 

employees from its own funds, (xiv) maintain a sufficient number of employees in light ofits 

contemplated business operations, (xv) not guarantee or become obligated for the debts of any 

other ~erson, (xvi) not hold out its credit as being available to satisfy the obligation of any other 

Person, (xvii) not acquire the obligations or securities of its affiliates or owners, including 

partners, members or shareholders, as appropriate, (xviii) not make loans to any other Person or 

buy or hold evidence of indebtedness issued by any other Person (except for cash and 

investment-grade securities), (xix) allocate fairly and reasonably any overhead expenses that are 

shared with an affiliate, including paying for office space and services performed by any 

employee of any affiliate, (xx) use separate stationery, invoices, and checks bearing its own 

name, (xxi) not pledge its assets for the benefit of any other Person, (xxii) hold itself out as a 

separate identity, (xxiii) correct any known misunderstanding regarding its separate identity and 

not identify itself as a division of any other Person, and (xxiv) maintain adequate capital in light 

of its contemplated business operations. 

(b) MERS agrees that in no event shall MERS' status as mortgagee of record with 

respect to any MERS Designated Mortgage Loan confer upon MERS any rights or obligations as 

an owner of any MERS Designated Mortgage Loan or the servicing rights related thereto, and 

MERS will not exercise such rights unless directed to do so by Senior Rights Holder. 

8. Covenants of the Manager and the Servicer. 

(a) The Servicer represents that it is and covenants that is will remain a member of 

MERS in good standing. The Manager covenants that if it causes the Company to be designated 

as the "investor" with respect to any MERS Designated Mortgage Loan as provided in Section 3, 

it shall cause the Company to become a member of MERS in good standing and remain a 

member of MERS in good standing so long it is designated as the "investor" with respect to such 

MERS Designated Mortgage Loans. 

(b) Each of the Manager and the Servicer hereby covenants and agrees with each 

Rights Holder and each other that, with respect to each MERS Designated Mortgage Loan, it will 

not identify any party except the Company or the Servicer in the "investor" field and will not 

identify any party except the Collateral Agent or Initial Member, as applicable, in accordance 

with Section 3, in the "interim funder" field on the MERS® System; provided, that upon the 

Company becoming a member of MERS in good standing, the Manager shall cause the 

Company to be identified in the "investor" field on the MERS® System. 

(c) The Manager or the Servicer will provide each Rights Holder with MERS 

Identification Numbers for each MERS Designated Mortgage Loan. 

Multibank Transaction- SFR 2010-3 7 Electronic Tracking Agreement 
9. No Adverse Interest ofthe Electronic Agent or MERS. 

By execution ofthis Agreement, the Electronic Agent and MERS each represents and 

warrants that it currently holds, and during the existence ofthis Agreement shall hold, no adverse 

interest, by way of security or otherwise, in any MERS Designated Mortgage Loan. The MERS 

Designated Mortgage Loans shall not be subject to any security interest, lien or right to set-off by 

the Electronic Agent, MERS, or any third party claiming through the Electronic Agent or MERS, 

and neither the Electronic Agent nor MERS shall pledge, encumber, hypothecate, transfer, 

dispose of, or otherwise grant any third party interest in, the MERS Designated Mortgage Loans. 

10. . Indemnification of the Rights Holder. 

The Electronic Agent agrees to indemnify and hold each Rights Holder and its designees 

harmless against any and all liabilities, obligations, losses, damages, penalties, actions, 

judgments, suits, costs, expenses or disbursements, including reasonable attorneys' fees, that 

such Rights Holder may sustain arising out of any breach by the Electronic Agent of this 

Agreement, the Electronic Agent's negligence, bad faith or willful misconduct, its failure to 

comply with any Rights Holder's instructions hereunder (for which appropriate evidence of any 

applicable written consent ofthe Senior Rights Holder to such instructions shall have been 

delivered to the Electronic Agent) or to the extent caused by delays ·or failures arising out ofthe 

inability of such Rights Holder or the Electronic Agent to access information on the MERS® 

System. The foregoing indemnification shall survive any termination or assignment ofthis 

Agreement. 

11. Reliance ofthe Electronic Agent. 

(a) In the absence of bad faith on the part ofthe Electronic Agent, the Electronic 

Agent may conclusively rely, as to the truth of the statements and the correctness ofthe opinions 

expressed therein, upon any request, instruction, certificate or other document furnished to the 

Electronic Agent, reasonably believed by the Electronic Agent to be genuine and to have been 

signed or presented by the proper party or parties and conforming to the requirements ofthis 

Agreement. 

(b) Notwithstanding any contrary information which may be delivered to the 

Electronic Agent by the Manager or the Servicer, the Electronic Agent may conclusively rely on 

any information or Notice of Default delivered by any Rights Holder, and the Manager and the 

Servicer shall indemnify and hold the Electronic Agent harmless for any and all claims asserted 

against it for any actions taken in good faith by the Electronic Agent in connection with the 

delivery of such information or Notice ofDefault. 

12. Fees. 

It is understood that the Electronic Agent or its successor will charge such fees and 

expenses for its services hereunder as set forth in a separate agreement between the Electronic 

Agent and the Manager. The Electronic Agent shall give prompt written notice of any 

disciplinary action instituted with respect to the Manager's failure to pay any fees required in 

Multibank Transaction- SFR 2010-3 8 Electronic Tracking Agreement 
connection with its use ofthe MERS® System, and will give written notice to each Rights 

Holder at least thirty (30) days prior to any revocation of the Servicer's membership and, if 

applicable in accordance with Section 3, the Company's membership, in the MERS® System. 

13. Resignation ofthe Electronic Agent; Termination. 

(a) Each Rights Holder has entered into this Agreement with the Electronic Agent 

and MERS in reliance upon the independent status ofthe Electronic Agent and MERS, and the 

representations as to the adequacy of their facilities, personnel, records and procedures, its 

integrity, reputation and financial standing, and the continuance thereof. Neither the Electronic 

Agent nor MERS shall assign this Agreement or the responsibilities hereunder or delegate their 

rights or duties hereunder (except as expressly disclosed in writing to, and approved by, each 

Rights Holder) or any portion hereof or sell or otherwise dispose of all or substantially all of its 

property or assets without providing each Rights Holder with at least sixty (60) days' prior 

written notice thereof. 

(b) Neither the Electronic Agent nor MERS shall resign from the obligations and 

duties hereby imposed on them except by mutual consent of the Electronic Agent, MERS and 

each Rights Holder, or upon the determination that the duties of the Electronic Agent and MERS 

hereunder are no longer permissible under applicable law and such incapacity cannot be cured by 

the Electronic Agent and MERS. Any such determination permitting the resignation of the 

Electronic Agent and MERS shall be evidenced by an Opinion of Counsel to such effect 

delivered to each Rights Holder, which Opinion of Counsel shall be in form and substance 

acceptable to each Rights Holder. No such resignation shall become effective until the 

Electronic Agent and MERS have delivered to the Senior Rights Holder all of the Assignments 

of Mortgage, in blank, in recordable form but unrecorded for each MERS Designated Mortgage 

Loan identified by the Senior Rights Holder. 

14. Removal of the Electronic Agent. 

(a) The Senior Rights Holder or the Manager, with or without cause with respect to 

the performance ofthe Electronic Agent under this Agreement, may remove and discharge the 

Electronic Agent and MERS from the performance of its duties under this Agreement with 

respect to some or all of the MERS Designated Mortgage Loans by written notice from the 

Senior Rights Holder or the Manager, as applicable, to the other parties hereto. 

(b) In the event of termination of this Agreement, at Manager's sole cost and expense 

(except for termination pursuant to delivery of a Notice of Default or termination by the 

Electronic Agent pursuant to Section 16) the Electronic Agent shall follow the instructions of 

Senior Rights Holder for the disposition ofthe documents in its possession pursuant to this 

Agreement, and deliver to Senior Rights Holder an Assignment of Mortgage, in blank, in 

recordable form but unrecorded for each MERS Designated Mortgage Loan identified by Senior 

Rights Holder. Notwithstanding the foregoing, in the event that Senior Rights Holder or the 

Manager terminates this Agreement with respect to some, but not all, of the MERS Designated 

Mortgage Loans, this Agreement shall remain in full force and effect with respect to any MERS 

Designated Mortgage Loans for which this Agreement is not terminated hereunder. 

Multibank Transaction- SFR 2010-3 9 Electronic Tracking Agreement 
Notwithstanding any termination of this Agreement, the provisions of Section 10 shall survive 

any termination. 

15. Notices. 

All written communications hereunder shall be delivered, by overnight courier, to the 

Electronic Agent and/or the Rights Holder and/or the Manager and/or the Servicer as indicated 

on the signature page hereto, or at such other address as designated by such party in a written 

notice to the other parties. All such communications shall be deemed to have been duly given 

upon receipt (or refusal thereof), in each case given or addressed as aforesaid. 

16. Term of Agreement. 

(a) This Agreement shall continue to be in effect until terminated by the Manager or 

Senior Rights Holder in accordance with Section 14(a) or the E,lectronic Agent sending written 

notice to the other parties of this Agreement at least thirty (30) days prior to said termination. 

(b) Upon the termination of this Agreement by the Electronic Agent or the 

termination of this Agreement by Senior Rights Holder for cause as provided in Section 14(a), 

the Electronic Agent shall, at the Electronic Agent's sole cost and expense, execute and deliver 

to Senior Rights Holder or its designee an Assignment of Mortgage with respect to each MERS 

Designated Mortgage Loan identified by Senior Rights Holder, in blank, in recordable form but 

unrecorded. In the event that this Agreement is terminated by the Manager or Senior Rights 

Holder without cause as provided in Section 14(a), the duties of the Electronic Agent in the 

preceding sentence shall be at the sole cost and expense of the Manager. In addition, Senior 

Rights Holder and the Electronic Agent may, at the sole option of Senior Rights Holder, and the 

Manager and the Electronic Agent may, at the sole option of Manager, enter into a separate 

agreement which shall be mutually acceptable to the respective parties with respect to any or all 

of the MERS Designated Mortgage Loans with respect to which this Agreement is terminated. 

17. Authorizations. 

Any of the persons whose signatures and titles appear on Exhibit A hereto are authorized, 

acting singly, to act for the Rights Holder, the Manager, the Servicer, the Electronic Agent or 

MERS, as the case may be, under this Agreement. The parties may change the information on 

Exhibit A hereto from time to time but each of the parties shall be entitled to rely conclusively on 

the then current Exhibit A until receipt of a superseding exhibit. 

18. Amendments. 

This Agreement may be amended from time to time only by written agreement signed by 

each Rights Holder, the Manager, the Servicer, the Electronic Agent and MERS. 

Multibank Transaction- SFR 2010-3 10 Electronic Tracking Agreement 
19. Severability. 

If any provision ofthis Agreement is declared invalid by any court of competent 


jurisdiction, such invalidity shall not affect any other provision, and this Agreement shall be 


enforced to the fullest extent required by law. 


20. Binding Effect. 

This Agreement shall be binding and inure to the benefit ofthe parties hereto and their 


respective successors and assigns. 


21. Governing Law. 

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND 

GOVERNED BY THE LAW OF THE COMMONWEALTH OF VIRGINIA. 

EACH RIGHTS HOLDER (OTHER THAN THE FDIC IN ANY OTHER 

CAPACITY), THE MANAGER, THE SERVICER, THE ELECTRONIC AGENT AND 

MERS EACH IRREVOCABLY AGREES THAT ANY ACTION OR PROCEEDING 

ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT MAY 

BE BROUGHT IN ANY COURT OF THE COMMONWEALTH OF VIRGINIA, OR IN 

THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA, AND BY 

THE EXECUTION AND DELIVERY OF THIS AGREEMENT EXPRESSLY AND 

IRREVOCABLY ASSENT AND SUBMIT TO THE NONEXCLUSIVE JURISDICTION 

OF ANY SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING. 

22. Waiver of Jury Trial. 

EACH OF THE RIGHTS HOLDERS, THE MANAGER, THE SERVICER, THE 

ELECTRONIC AGENT AND MERS EACH IRREVOCABLY AGREES TO WAIVE ITS 

RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING AGAINST IT 

ARISING OUT OF, OR RELATED IN ANY MANNER TO, THIS AGREEMENT OR 

ANY RELATED AGREEMENT. 

. 23. Execution. 

This Agreement may be executed in one or more counterparts and by the different parties 

hereto on separate counterparts, each of which, when so executed, shall be deemed to be an 

original; such counterparts, together, shall constitute one and the same agreement. 

24. Cumulative Rights. 

The rights, powers and remedies of the Electronic Agent, MERS, each Rights Holder, the 

Manager and the Servicer under this Agreement shall be in addition to all rights, powers and 

remedies given to the Electronic Agent, MERS, the Manager, the Servicer and such Rights 

Holder by virtue of any statute or rule of law, or any other agreement, all ofwhich rights, powers 

Multibank Transaction- SFR 2010-3 11 Electronic Tracking Agreement 
and remedies shall be cumulative and may be exercised successively or concurrently without 

impairing such Rights Holder's rights in the Mortgage Loans. 

25. Status ofElectronic Agent. 

Nothing herein contained shall be deemed or construed to create a partnership or joint 

venture between the parties hereto, and the services of the Electronic Agent and MERS shall be 

rendered as independent contractors for the Rights Holders, the Manager and the Servicer. Other 

than the obligations ofthe Electronic Agent and MERS expressly set forth herein, the Electronic 

Agent and MERS shall have no power or authority to act as agent for any Rights Holder, the 

Manager or the Servicer pursuant to any grant of authority made under or pursuant to this 

Agreement. 

[Remainder ofPage Intentionally Left Blank] 

Multibank Transaction- SFR 2010-3 12 Electronic Tracking Agreement 
-------

-------

IN WITNESS WHEREOF, each Rights Holder, the Manager, the Servicer, the Electronic 

Agent and MERS have duly executed this Agreement as ofthe date first above written. 

FEDERAL DEPOSIT INSURANCE 


CORPORATION, as receiver for various 


failed financial institutions, as Initial Member 


By: 


Name: 


Title: Attorney-in-Fact 


FEDERAL DEPOSIT INSURANCE 


CORPORATION, as receiver for various 


failed financial institutions, as Collateral Agent 


By: 


Name: 


Title: Attorney-in-Fact 


Address for Notices: 

Assistant Director, Structured Transactions 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email Address: RMalami@fdic.gov 

with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership 

Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

[Signature Page to Electronic Tracking Agreement] 

Multibank Transaction- SFR 2010-3 

Electronic Tracking Agreement 
----------------

SFR 2010-3 ACQUISITION LLC, as the 

Manager 

By: RoundPoint SFR 2010-3 Acquisition LLC, 

its managing member 

By:_____--'-------­

Name: 

Title: 

Address for Notices: 

RoundPoint Mortgage Servicing Corporation 

5032 Parkway Plaza Blvd.~ 

Charlotte, NC 28217 

Attention: Peter S 

E-mail: 

with a copy to: 

Phillip Kardis, II 

K&L Gates LLP 

1601 K Street, NW 

W DC 20006 

[Signature Page to Electronic Tracking Agreement] 

Multibank Transaction- SFR 2010-3 

Electronic Tracking Agreement 
Facsimile No.: 

ROUNDPOINT MORTGAGE SERVICING 

CORPORATION, a Florida corporation, 

as the Servicer 

By: 

Name: 

Title: 

Address for Notices: 

RoundPoint Mortgage Servicing Corporation 

5032 Parkway Plaza Blvd. 

Charlotte, NC 28217 

Attention: Peter Schancupp 

with a copy to: 

Phillip Kardis, II 

K&L Gates LLP 

1601 K Street, NW 

W DC 20006 

E-mail 

Telephone 

[Signature Page to Electronic Tracking Agreement] 

Multibank Transaction- SFR 2010-3 

Electronic Tracking Agreement 
MERSCORP, INC., 

as Electronic Agent 

By: 

Name: 

Title: 

Address for Notices: 

1818 Library Street 

Suite 300 

Reston, VA 20190 

Attention: 

MORTGAGE ELECTRONIC 

REGISTRATION SYSTEMS, INC., 

asMERS 

By: 

Name: 

Title: 

Address for Notices: 

1818 Library Street 

Suite 300 

Reston, VA 20190 

Attention: 

[Signature Page to Electronic Tracking Agreement] 

Multibank Transaction- SFR 2010-3 

Electronic Tracking Agreement 
------------------- -----------------

----------------- ------------------

------------------- -----------------

----------------- ------------------

-----------------

EXHIBIT A 

LIST OF AUTHORIZED PERSONS 

RIGHTS HOLDER AUTHORIZATIONS: 


Any of the persons whose signatures and titles appear below, or attached hereto, are authorized, 


acting singly, to act for the Collateral Agent as Rights Holder under this Agreement: 


By: By: By: 


Name: Ralph A. Malami Name: Name: 


Title: Attorney-in-Fact Title: Title: 


Any of the persons whose signatures and titles appear below, or attached hereto, are authorized, 

acting singly, to act for the Initial Member as Rights Holder under this Agreement; provided, 

however that the authority of such persons is junior and subordinate to the person authorizes to 

act for the Collateral Agent as Rights Holder listed above, until such time as MERS and the 

Electronic Agent receive the Collateral Agent Notice (as defined in this Agreement). 

By: By: By: 

Name: Ralph A. Malami Name: Name: 

Title: Attorney-in-Fact Title: Title: 

MANAGER AUTHORIZATIONS: 

Any of the persons whose signatures and titles appear below, or attached hereto, are authorized, 


acting singly, to act for the Manager under this Agreement: 


By: By: By: 


Name: Name: Name: 


Title: Title: Title: 


By: By: By: 


Name: Name: Name: 


Title: Title: Title: 


Multibank Transaction- SFR 2010-3 

Electronic Tracking Agreement 

A-1 

-------------------

SERVICER AUTHORIZATIONS: 


Any of the persons whose signatures and titles appear below, or attached hereto, are authorized, 

acting singly, to act for the Servicer under this Agreement: 

By: 

Name: 

Title: 

By: 

Name: 

Title: 

By: 

Name: 

Title: 

By: 

Name: 

Title: 

By: 

Name: 

Title: 

By: 

Name: 

Title: 

ELECTRONIC AGENT AUTHORIZATIONS: 


Any of the persons whose signatures and titles appear below, or attached hereto, are authorized, 


acting singly, to act for the Electronic Agent under this Agreement: 


By: By: 


Name: William C. Hultman Name: Sharon McGann Horstkamp 

Title: Senior Vice President Title: 

MERS AUTHORIZATIONS: 


Any of the persons whose signatures and titles appear below, or attached hereto, are authorized, 


acting singly, to act forMERS under this Agreement: 


By: 


Name: William C. Hultman 

Title: Treasurer 

Multi bank Transaction- SFR 2010-3 

Electronic Tracking Agreement 

A-2 

EXHIBITB 

MERSPROCEDURESMANUAL 

The MERS Procedures Manual shall be found on the MERS website at: http://www.mersinc.org 

B-1 

---------------------------

EXHIBIT C 

NOTICE OF DEFAULT 

--------'-­

Attention: 

MERSCORP, Inc. 

1818 Library Street, Suite 300 

Reston, VA 20190 

Ladies and Gentlemen: 

Please be advised that this Notice of Default is being issued pursuant to Section 4(b) of that 

certain Electronic Tracking Agreement (the "Electronic Tracking Agreement"), dated as of 

November L], 2010, by and among (a) SFR 2010-3 Acquisition LLC, a Delaware limited 

liability company (the "Manager"), (b) RoundPoint Mortgage Servicing Corporation, a Florida 

corporation (the "Servicer"), (c) MERSCORP, Inc. (the "Electronic Agent"), (d) Mortgage 

Electronic Registration Systems, Inc. ("MERS"), (e) the Federal Deposit Insurance Corporation 

(in any capacity, the "FDIC"), as Receiver ("Receiver") for various failed financial institutions 

(including its successors and assigns thereto), as Initial Member, and (f) the FDIC, as Receiver, 

as Collateral Agent pursuant to the Reimbursement and Security Agreement (including its 

successors and assigns thereto). The Affected Loans are listed on the attached Schedule I 

(including the mortgage identification numbers). Accordingly, the Electronic Agent shall not 

accept instructions from the Manager, the Servicer or any party other than the undersigned 

Rights Holder (and, as applicable, any other Rights Holder) with respect to such Mortgage 

Loans, until otherwise notified by the undersigned Rights Holder. 

Any terms used herein and not otherwise defined shall have such meaning specified in the 

Electronic Tracking Agreement. 

By: _______________ 

Title: 

Multibank Transaction- SFR 2010-3 

Electronic Tracking Agreement 

C-1 

Schedule I 

AFFECTED LOANS 


Multibank Transaction- SFR 2010-3 


Electronic Tracking Agreement 


C-2 

EXHIBITD 

FORM OF MERS LIMITED POWER OF ATTORNEY 

MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., a Delaware corporation 

("MERS") and a wholly owned subsidiary ofMERSCORP, Inc., a Delaware corporation 

("MERSCORP"), hereby appoints the attached list of persons in Schedule A as Attorneys-inFact ("Agents") forMERS for the limited purpose of executing documents and taking certain 

other actions as set forth below for those certain loans (the "MERS Desi2nated Mortgage 

Loans") secured by mortgages or deeds of trusts held by MERS as mortgagee or beneficiary in a 

nominee capacity pursuant to that certain Electronic Tracking Agreement dated as ofNovember 

30, 2010 (the "Agreement") among SFR 2010-3 Acquisition LLC, RoundPoint Mortgage 

Servicing Corporation, MERS, MERSCORP and the Federal Deposit Insurance Corporation (in 

any capacity, the "FDIC"), as receiver ("Receiver") for various failed financial institutions listed 

or otherwise referenced on Schedule B (including its successors and assigns thereto), as initial 

member pursuant to the LLC Operating Agreement referred to in the Agreement (the "Initial 

Member"), and as collateral agent pursuant to the Reimbursement, Security and Guaranty 

Agreement referred to in the Agreement (including its successors and assigns thereto) (the 

"Collateral Agent"), in each case as Rights Holder ("Rights Holder"). 

Limited Power of Attorney Actions: 

(1) release the lien of any MERS Designated Mortgage Loan registered on the MERS® 

System that is shown to be registered to the Receiver; 

(2) assign the lien of any MERS Designated Mortgage Loan naming MERS as the mortgagee 

when the Receiver is also the current promissory note-holder, or if the MERS Designated 

Mortgage Loan is registered on the MERS® System, is shown to be registered to the 

Receiver; 

(3) execute any and all documents necessary to foreclose (or post-foreclosure, to sell to 

another entity) any property securing any MERS Designated Mortgage Loan registered on 

the MERS® System that is shown to be registered to the Receiver, including but not limited 

to (a) substitution oftrustee on Deeds ofTrust, (b) Trustee's Deeds upon sale on behalf of 

MERS, (c) Affidavits ofNon-military Status, (d) Affidavits of Judgment, (e) Affidavits of 

Debt, (f) quitclaim deeds, (g) Affidavits regarding lost promissory notes, and (h) 

endorsements of promissory notes to VA or HUD on behalf of MERS as a required part of 

the claims process; 

(4) take any and all actions and execute all documents necessary to protect the interest of the 

Receiver, the beneficial owner of the MERS Designated Mortgage Loans, or MERS, in any 

bankruptcy proceeding regarding a MERS Designated Mortgage Loan registered on the 

MERS® System that is shown to be registered to the Receiver, including but not limited to: 

(a) executing Proofs of Claim and Affidavits of Movant under 11 U.S.C. Sec. 501-502, 

Bankruptcy Rule 3001-3003, and applicable local bankruptcy rules, (b) entering a Notice of 

Appearance, (c) voting for a trustee ofthe estate of the debtor, (d) voting for a committee of 

D-1 

Multibank Transaction- SFR 20 I0-3 

Electronic Tracking Agreement 
creditors, (e) attending the meeting of creditors of the debtor, or any adjournment thereof, 

and voting on behalf of the Receiver, the beneficial owner of the MERS Designated 

Mortgage Loans, or MERS, on any question that may be lawfully submitted before creditors 

in such a meeting, (f) completing, executing, and returning a ballot accepting or rejecting a 

plan, and (g) executing reaffirmation agreements; 

(5) take any and all actions and execute all documents necessary to refinance, subordinate, 

amend, or modify any and all MERS Designated Mortgage Loans registered on the MERS® 

System that is shown to be registered to the Receiver; and 

(6) endorse checks made payable to Mortgage Electronic Registration Systems, Inc., to the 

Receiver that are received by the Receiver for payment on any MERS Designated Mortgage 

Loan registered on the MERS® System that is shown to be registered to the Receiver. 

For purposes of clarification, references herein to any MERS Designated Mortgage Loan shown 


to be registered to the Receiver shall be deemed to include, without limitation, any such MERS 


Designated Mortgage Loan for which the Receiver, in any capacity, is designated in the MERS® 


System as the "servicer", "investor", "interim funder" or "warehouse/gestation lender". 


Agent(s) shall have full power and authority to act on behalf ofMERS in these limited matters. 


This power and authority shall authorize Agent(s) to exercise all ofMERS legal rights and 


powers, including all rights and powers that MERS may acquire in the future with regard to the 


MERS Designated Mortgage Loans. 


This Limited Power of Attorney shall be construed narrowly as a limited power of attorney. The 


description of specific powers above is intended to limit or restrict the powers granted in this 


Limited Power of Attorney. 


This Limited Power of Attorney shall become effective immediately upon execution and shall 


expire (i) upon the termination or earlier repudiation (by the Receiver under 12 U.S.C. § 1821(e)) 


of the Agreement, and (ii) as to any Agent(s), at such time as such Agent is no longer an 


employee or agent ofthe FDIC. This Limited Power ofAttorney may be revoked by MERS 


and/or MERSCORP by providing written notice to Agent(s), but only at a time after all ofthe 


MERS Designated Mortgage Loans have been transferred by MERS to the Receiver or a third 


party or parties designated by the Receiver. 


Dated _____,2010. 


Mortgage Electronic Registration Systems, Inc., 


a Delaware Corporation 


By:_________ 


Name: ________ 


Title: Corporate Secretary 


Multibank Transaction- SFR 2010-3 

Electronic Tracking Agreement 

D-2 

SCHEDULE A 


Federal Deposit Insurance Corporation, in its separate capacities as Receiver, as Initial 


Member, and in its corporate capacity as the Collateral Agent, in each case as Rights Holder 


List ofAgents for Mortgage Electronic Registration Systems, Inc. 

Ralph A. Malami 

Ronald Sommers 

William P. Stewart 

Multibank Transaction- SFR 2010-3 

Electronic Tracking Agreement 

D-3 

--------

SCHEDULED 


Failed Financial Institutions Organizational ID 

Any other institution for which the FDIC 

serves as receiver for the 

portfolio 

Multibank Transaction- SFR 2010-3 

Electronic Tracking Agreement 

D-4 

ACKNOWLEDGMENT 


STATE OF VIRGINIA § . 

§ 

COUNTY OF FAIRFAX § 

This instrument was acknowledged before me on the _ day of by , a 

duly authorized representative of Mortgage Electronic Registration Systems, Inc., a Delaware 

corporation, on behalf of said corporation. 

Notary Public, State of Virginia 

Multibank Transaction- SFR 20 I0-3 

Electronic Tracking Agreement 

D-5 

EXHIBITC 

LOAN MODIFICATION PROGRAMS 

The FDIC strongly encourages the Servicer to enroll in the Home Affordable Modification 

Program (HAMP) and the Home Affordable Foreclosure Alternatives (HAF A). For the purpose 

ofthis Servicing Agreement, Servicers shall use RAMP as described in (I) below; provided that, 

if the Servicer declines to enroll in HAMP and provides reasonable justification for its decision 

to decline to do so, then the Servicer with respect to the Mortgage Loans shall follow the FDIC 

Mortgage Loan Modification Program (Program) described in (II) below, unless another loan 

modification program is required or approved by the FDIC in accordance with the terms ofthe 

Servicing Agreement. 

I. HOME AFFORDABLE MODIFICATION PROGRAM (HAMP) 

On April6, 2009, the United States Department ofthe Treasury released RAMP guidelines to 

promote sustainable loan modifications for homeowners at risk of losing their homes due to 

foreclosure. HAMP provides a detailed framework for servicers to modify mortgages on owner- · 

occupied residential properties and offers financial incentives to lenders and servicers that 

participate in HAMP. HAMP also provides financial incentives for homeowners whose 

mortgages are modified pursuant to RAMP guidelines to remain current on their mortgages after 

modification. 

HAFA- Home Affordable Foreclosure Alternatives Program 

Pursuant to Supplemental Directive 09-09, as modified on March 26, 2010, the United States 

Department ofthe Treasury added HAFA to the options within HAMP. RAMP servicers are 

encouraged to participate in HAFA, which establishes guidelines for short sales and deeds-inlieu of foreclosure as alternatives to foreclosure for homeowners who do not qualify for a RAMP 

loan modification. HAF A offers additional financial incentives to servicers. 

Servicers will take all steps to enroll in HAMP as promptly as possible, and will modify 

qualifying loans per the HAMP guidelines, as adopted on April 6, 2009 and as further modified, 

supplemented or amended from time to time. Further details about RAMP, including program 

terms and borrower eligibility criteria, are available at http://www.hmpadmin.com. 

II. FDIC MORTGAGE LOAN MODIFICATION PROGRAM 

Objective 

The objective ofthe FDIC Mortgage Loan Modification Program ("Program") is to modify the 

terms of certain residential mortgage loans to improve borrower affordability, increase the 

probability ofloan performance, allow borrowers to remain in their homes and increase the value 

ofthe loans to the FDIC and assignees. The Program provides for the modification of 

Qualifying Loans (as defined below) by reducing the borrower's monthly housing debt-toC-1 

FDIC SFR 2010-3 (Final) 

Servicing Agreement 

13240305.6 

c 
income ratio ("DTI Ratio") to a target of31%, never to exceed 3 8%, at the time of the 

modification. The modifications will eliminate adjustable interest rate and negative amortization 

features, resulting in a fixed rate amortizing loan. 

Qualifying Loans 

In order for a mortgage loan to be a Qualifying Loan it must meet all of the following criteria, 

which must be confirmed by the lender (i.e., by the Company as mortgagee): 

• 	 The collateral securing the mortgage loan is owner-occupied; and 

• 	 The mortgagor has a first priority lien on the collateral; and 

• 	 Either the borrower is at least 60 days delinquent or a default is reasonably 

foreseeable. 

Modification Process 

The Company as "lender" shall undertake a review of its mortgage loan portfolio to identify 

Qualifying Loans. For each Qualifying Loan, the lender shall determine a net present value 

("NPV") of the modified loan using conservative discount and default rates that reflect their own 

portfolio experience. If it will exceed the NPV of the foreclosed collateral upon disposition, then 

the Qualifying Loan must be modified to reduce the borrower's monthly DTI Ratio to 31% (or to 

the lowest DTI Ratio higher than 31%, but not to exceed 3 8%, resulting in a NPV exceeding the 

foreclosed collateral upon disposition) at the time of the modification. To achieve this, the 

lender shall use a combination of interest rate reduction, term extension and principal 

forbearance, as necessary. 

The borrower's monthly DTI Ratio shall be a percentage calculated by dividing the borrower's · 

monthly housing payment (including principal, interest, taxes and insurance) by the borrower's 

monthly income. For these purposes, (1) the borrower's monthly income shall be the amount of 

the borrower's (along with any co-borrowers') documented and verified gross monthly income, 

and (2) the borrower's monthly housing payment shall be the amount required to pay monthly 

principal and interest plus one-twelfth of the then current annual amount required to pay real 

property taxes and homeowner's insurance with respect to the collateral. 

In order to calculate the monthly principal payment, the lender shall capitalize to the outstanding 

principal balance of the Qualifying Loan the amount of all delinquent interest, delinquent taxes, 

past due insurance premiums, third party fees and (without duplication) escrow advances (such 

amount, the "Capitalized Balance"). 

In order to achieve the goal of reducing the DTI Ratio to 31%, the lender shall take the following 

steps in the following order of priority with respect to each Qualifying Loan: 

1. Reduce the interest rate to the then current Freddie Mac Survey Rate for 30-year fixed 

rate mortgage loans, and adjust the term to 30 years. 

2. If the DTI Ratio is still in excess of 31%, reduce the interest rate further, but no lower 

than 3%, until the DTI ratio of 31% is achieved. 

C-2 

FDIC SFR 2010-3 (Final) 

Servicing Agreement 

13240305.6 
3. Ifthe DTI Ratio.is still in excess of31% after adjusting the interest rate to 3%, extend the 

remaining term ofthe loan by 10 years. 

4. If the DTI Ratio is still in excess of 31%, calculate a new monthly payment (the 

"Adjusted Payment Amount") that will result in the borrower's monthly DTI Ratio not 

exceeding 31%. After calculating the Adjusted Payment Amount, the lender shall bifurcate the 

Capitalized Balance into two portions - the amortizing portion and the non-amortizing portion. 

The amortizing portion ofthe Capitalized Balance shall be the mortgage amount that will fully 

amortize over a 40-year term at an annual interest rate of 3% and monthly payments equal to the 

Adjusted Payment Amount. The non-amortizing portion ofthe Capitalized Balance shall be the 

difference between the Capitalized Balance and the amortizing portion of the Capitalized 

Balance. The lender shall forbear on collecting the non-amortizing portion ofthe Capitalized 

Balance, and such amount shall be due and payable only upon the earlier of (i) maturity ofthe 

modified loan, (ii) a sale ofthe property or (iii) a pay-off or refinancing of the loan. No interest 

shall be charged on the non-amortizing portion ofthe Capitalized Balance, but repayment shall 

be secured by a frrst lien on the collateral. 

5. If, under any ofthe above steps, the NPV of a modification falls short of the NPV ofthe 

foreclosed collateral upon disposition, the DTI may be increased to the minimum level where the 

NPV ofthe modification exceeds the NPV ofthe foreclosed collateral upon disposition. 

However, under no circumstances will the DTI for the modification exceed 38%. 

At the end ofthe five (5) year period, the interest rate on the modified loan shall adjust to the 

Freddie Mac Survey Rate as ofthe date ofthe loan modification, but subject to an annual 

adjustment cap of one percent (1 %) per year. At that time, the monthly amount due by the 

borrower will also adjust to amortize fully the remaining Capitalized Balance (or, in any case in 

which the Capitalized Balance was bifurcated, the amortizing portion thereof) over the remaining 

term ofthe modified loan. 

Additional Modification Terms 

In connection with the modification of any Qualifying Loan, the following additional 

requirements shall apply. 

1. The lender shall not charge (and no borrower shall be required to pay) any modification, 

refinance or other similar fees or points in connection with the modification, nor shall any such 

fees, costs or charges be capitalized. 

2. Unpaid late fees and prepayment penalties otherwise chargeable to the borrower shall be 

waived. 

3. Modified loans shall not include any prepayment penalties. 

4. The lender shall establish an escrow account for the payment offuture taxes and 

insurance premiums. 

5. The lender shall provide the FDIC with the NPV for each Qualifying Loan including the 

discount and default rates used. 

Related Junior Lien Mortgage Loans 

C-3 

FDIC SFR 2010-3 (Final) 

Servicing Agreement 

13240305.6 
In cases where the lender holds a junior lien mortgage loan that is collateralized by the same 

property that collateralizes a Qualifying Loan that is modified as described above, the junior lien 

mortgage loan shall also be modified to enhance overall affordability to the borrower. At a 

minimum, the lender shall reduce the interest rate on the junior lien mortgage loan to no more 

than 2% per annum. Further modifications may be made at the lender's discretion as needed to 

support affordability and performance of the modified first lien Qualifying Loan. 

Amendments 

The Program may be modified either (i) by the FDIC, upon written notice to the Company of 

such modification, or (ii) as proposed by the Company with respect to a group of loans with 

similar characteristics, if approved in writing by the FDIC. 

C-4 

FDIC SFR 2010-3 (Final) 

Servicing Agreement 

13240305.6 
8 

SCHEDULE2 


SERVICING OBLIGATIONS 

The Servicer, as an independent contractor, shall service and administer the Mortgage 

Loans and the Underlying Collateral from and after the related Servicing Transfer Date, and shall 

have full power and authority, acting alone or through the utilization of a third party service 

provider (as provided in this Agreement), to do any and all things in connection with such 

servicing and administration which the Servicer may deem necessary or desirable, consistent 

with the terms of this Agreement and the Servicing Standard. The Servicer, unless otherwise 

agreed to by Servicer and the Manager, shall be responsible for any and all acts of a third party 

service provider to which Servicer delegates its responsibilities under this Agreement, and the 

Servicer's utilization of such third party service provider shall in no way relieve the liability of 

the Servicer under this Agreement. Without limiting the generality of the forgoing, Servicer 

shall not be responsible for the performance of any Custodian under the Custodial and Paying 

Agent Agreement, of the providers or tax or flood services, or any third party service providers 

for acts prior to the Servicing Transfer Date. 

In servicing and administering the Mortgage Loans and the Underlying Collateral, the 

Servicer shall employ the Servicing Standard and procedures, including conforming to the 

Guidelines and the Fannie Mae Guidelines, and except as is specifically provided otherwise in 

this Agreement, exercising the same care that it customarily employs and exercises in servicing 

and administering mortgage loans for its own account. The Servicer shall apply the Loan 

Modification Program, including any amendment, modification, supplement, or replacement 

thereto, in servicing the Loans. Without limiting the generality of the foregoing, the Servicer 

shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of 

itself and the Manager, all instruments of satisfaction or c~ncellation, or of partial or full release, 

discharge and all other comparable instruments, with respect to the Mortgage Loans and with 

respect to the mortgaged properties. In the event of any conflict among the Loan Modification 

Program, the Guidelines, and/or the Fannie Mae Guidelines, the Loan Modification Program will 

govern the servicing, and to the extent not in conflict with the Loan Modification Program, the 

Guidelines will govern the servicing. 

These policies and procedures will include an asset performance measurement and tracking 

methodology, the overall servicing strategy, loan modification policies, and a metholdogy for 

calculating net present value ("NPV"). These servicing policies and strategies shall be in 

compliance with all applicable laws and regulations and FDIC requirements. 

These policies and procedures will be reflected in a matrix of requirements regarding 

loan modifications, short sales, and similar activities and a clear definition of actions which 

require approval from Manager and the timeline for receipt of such approvals. 

Metrics for servicing performance agreed upon in the Business Plan ofthe Manager that 

if not met at any time on or after the one year anniversary of the initial Servicer Transfer Date, 

such that, if the Servicer fails those metrics, an agreed upon portion of the mortgage loans 

serviced by the Servicer may be transferred to another Qualified Servicer acceptable to the FDIC 

(the "Challenger Servicer") who will service those loans pursuant to an identical servicing 

2-1 

agreement. If six months after the transfer to the Challenger Servicer, the Servicer is still not 

meeting the agreed upon performance metrics and the Challenger Servicer is doing materially 

better than the Servicer, then the Manager may transfer additional mortgage loans to the 

Challenger Servicer. Finally, if after twelve months the Servicer is still not meeting the agreed 

upon performance metrics and the Challenger Servicer is doing materially better (a "Champion 

Challenger Event"), the Manager can transfer the servicing ofthe remaining loans to the 

Challenger Servicer. 

2-2 

SCHEDULE3 


REIMBURSEMENT OF SERVICING ADVANCES 


The Servicer shall submit to the Manager a periodic loan level report providing the amount of 

Servicing Advances made by the Servicer on the preceding Business Day. The Manager shall 

reimburse the Servicer for such Servicing Advances (i) within three (3) Business Days after 

receipt of such report if such reimbursement is paid from the Collection Account pursuant to 

Section 3.1 of the Custodial and Paying Agency Agreement or (ii) on the fifth (5th) Business Day 

of each calendar month following the calendar month in which such Servicing Advances were 

incurred for all other reimbursements. In addition, the Servicer shall provide a loan level report 

with respect to each Mortgage Loan during a Due Period sufficient to satisfy the Manager's 

reporting obligations under the Ancillary Documents. Upon receipt of such Due Period report, 

the Manager shall reimburse the Servicer for any Servicing Advances unreimbursed during such 

Due Period within three (3) Business Days after receipt of such report. 

3-1 

SCHEDULE4 


FORM OF ELECTRONIC REPORT ON THE MORTGAGE LOANS AND 


COLLATERAL 


The Form ofElectronic Report on the Mortgage Loans and the Underlying Collateral shall 

contain information fields identical to the information required set forth on Exhibit AA to this 

Schedule 4; provided, however, that such exhibit may be amended from time to time in writing 

by the members of the Manager. 

4-1 

SCHEDULE AA TO SCHEDULE 4 


The Form of Electronic Report on the Mortgage Loans and the Underlying Collateral shall 

contain information fields identical to the information required to be contained in: (i) the 

Distribution Date Report, as set forth in the Custodian and Paying Agency Agreement, and (ii) 

the Monthly Report, as set forth in the LLC Operating Agreement. 

4-2 

SCHEDULES 


TERMINATION WITHOUT CAUSE 


The Manager may, without cause, terminate this Agreement, upon providing a Termination 

Notice to the Servicer upon the occurrence of any of the following events: 

1) A material adverse change to the financial condition of the Servicer that would 

reasonably likely have a material adverse effect on the ability of the Servicer to perform its 

servicing obligations under this Agreement; 

2) The Servicer having a net worth, determined in accordance with GAAP, less than $15 

million as of the last day of any fiscal quarter; 

3) The removal ofRoundPoint SFR 2010-3 Acquisition, LLC as the managing member 9f 

the Manager; 

4) The Servicer filing for bankruptcy; or 

5) The Servicer's gross negligence resulting in (i) a material failure to report requested data 

on a timely manner, (ii) a material failure to distribute cash properly, (iii) a material failure to 

accurately reflect the performance of the Company's assets, (iv) material failure to adhere to the 

agreed upon servicing strategies and approval requirement or (v) material failure to adhere to the 

FDIC requirements under the Ancillary Documents with respect to servicing activities, fn each 

case, which remains uncured for a period of five (5) days with respect to clause (ii), and a period 

of forty-five (45) days with respect to clauses (i) and (iii)-(v), in each case, following notice of 

such breach (all the above subject to materiality). 

5-1 

SCHEDULE6 


BUSINESS PLAN 


The Business Plap will operate within the requirements of this Agreement and FDIC 

requirements and address each of the following: 

1. Servicing policies and procedures. 

These policies and procedures will include an asset performance measurement and tracking 

methodology, the overall servicing strategy, loan modification policies, and a metholdogy for 

calculating net present value ("NPV"). These servicing policies and strategies shall be in 

compliance with all applicable laws and regulations and FDIC requirements. 

These policies and procedures will be reflected in a matrix of requirements regarding 

loan modifications, short sales, and similar activities and a clear definition of actions which 

require approval from Manager and the timeline for receipt of such approvals. 

2. Meetings between Manager and Servicer. 

The Manager and the Servicer will meet periodically to review performance of the Mortgage 

Loans and other assets serviced by the Servicer, changes in market conditions, and other relevant 

information and to provide the members with recommended actions. 

3. Servicer goals such as (as such goals may be amended from time to time): 

(i) pursuing the highest NPV strategy based on the agreed-upon NPV strategy (and 

compliance with applicable laws and requirements); 

(ii) prioritizing lowest risk and highest loss Mortgage Loans for modification (i.e. low 

balance loans, no equity loans, extremely high loan-to-value ("LTV") loans) Mortgage Loans for 

modification; 

(iii) prioritizing principal forgiveness and balance forbearance in Mortgage Loan 

modifications; 

(iv) targeting affordable Mortgage Loan modifications with affordable mortgage to income 

ratio, housing cost to income ratio, and back-end ratio which includes other debt of the borrower; 

and 

(v) where feasible, applying any changes to the mortgage loan modification guidelines to 

Mortgage Loans currently in a trial modification prior to the loan converting to a final 

modification. 

4. Oversight and Reporting 

6-1 

(i) Providing that the Manager may review loan modification documents submitted by the 

borrower and Servicer- or subservicer-created evaluation documents upon reasonable notice 

during normal hours of operation. 

(ii) Providing that the Manager will have full access to and the authority to inspect all 

servicing comments, borrower-submitted information, Servicer NPV calculations and analysis, 

all mortgage loan modification documents and other available information as appropriate for the 

loss mitigation decisions with respect to the Mortgage Loans and Underlying Collateral being 

serviced by the Servicer or any subservicer. 

(iii) Upon the occurrence of certain events, the Manager will review and revise modification 

gui.delines. 

5. Competitive Servicing 

Metrics for servicing performance agreed to in the Business Plan of the Manager that if not met 

at any time on or after the one year anniversary of the initial Servicer Transfer Date, such that, if 

the Servicer fails those agreed upon metrics, an agreed upon portion of the mortgage loans 

serviced by the Servicer may be transferred to another Qualified Servicer acceptable to the FDIC 

(the "Challenger Servicer") who will service those loans pursuant to an identical servicing 

agreement. If six months after the transfer to the Challenger Servicer, the Servicer is still not 

meeting the agreed upon performance metrics and the Challenger Servicer is doing materially 

better than the Servicer, then the Manager may transfer additional mortgage loans to the 

Challenger Servicer. Finally, if after twelve months the Servicer is still not meeting the agreed 

upon performance metrics and the Challenger Servicer is doing materially better, the Manager 

can transfer the servicing of the remaining loans to the Challenger Servicer. 

6-2