SFR 2010-2 


MORTGAGE LOAN CONTRIBUTION AND SALE AGREEMENT 


BY AND BETWEEN 


THE FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER 


FOR THE FAILED BANKS 


AND 


2010-2 SFR VENTURE, LLC 


Dated as of June 25, 2010 


FDIC - SFR 20I0-2 

Mortgage Loan Contribution Wld Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
TABLE OF CONTENTS 


Article I Definitions and Construction .............................................................................................2 


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


Section 1.2 Construction ...........................................................................................................5 


Article II Contribution and Sale of Mortgage Loans .......................................................................6 


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


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


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


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


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


Section 2.6 Interest Conveyed ................................................................................................ !0 


Section 2.7 Retained Claims ...................................................................................................!0 


Section 2.8 Transfer Taxes .....................................................................................................!! 


Section 2.9 Repurchase ........................................................................................................... ! l 


Article III Transfer of Mortgage Loans, Underlying Collateral Documents and Servicing .......... ! l 


Section 3.1 Delivery ofDocuments ......................................................................................... ll 


Section 3.2 Recordation of Documents..................................................................................14 


Section 3.3 Transfer of Servicing...........................................................................................15 


Section 3.4 Grant of Power of Attorney by Company .........................................................18 


Article IV Covenants, Duties and Obligations of the Company ....................................................18 


Section 4.1 
 Servicing of Mortgage Loans .............................................................................. l 8 


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.................................... l 9 


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Section 4.2 
 Collection Agency/Contingency Fee Agreements 

Section4.3 
 Insured or Guaranteed Mortgage Loans 

Section 4.4 
 Reporting to or for the Applicable Taxing Authorities 

Section 4.5 
 Mortgage Loans in Litigation 

Section 4.6 
 Mortgage Loans in Bankruptcy 

Section 4.7 
 Mortgage Loan Related Insurance 

Section 4.8 
 Mortgage Loans with Escrow Accounts 

Section 4.9 
 [Reserved] 

Section 4.10 
 Contracts for Deed 

Section 4.11 
 Acquired Property 

Section 4.12 
 Leases 

Section 4.13 
 Notice to Borrowers 

Section 4.14 
 Notice of Claims 

Section 4.15 
 Use of the FDIC's Name and Reservation of Statutory Powers 

Section 4.16 
 Prior Servicer Information 

Section 4.17 
 Release of Initial Member 

Article V Mortgage Loans Sold "As Is" and Without Recourse ...................................................26 


FDIC· SFR 2010-2 


Mortgage Loan Contribution and Sale Agreement 


Pool Nos. 24020 and 24021 


NY2 2053702.3 

Section 5.1 Mortgage Loans Conveyed "As Is" ....................................................................26 


Section 5.2 No Warranties or Representations with Respect to Escrow Accounts ...........26 


Section 5.3 No Warranties or Representations as to Amounts of Unfunded Principa1. ...27 


Section 5.4 Disclaimer Regarding Calculation or Adjustment of Interest on any 


Mortgage Loan .....................................................................................................27 


Section 5.5 No Warranties or Representations With Regard to Information ...................27 


Section 5.6 Intervening or Missing Assignments ..................................................................27 


Section 5.7 No Warranties or Representations as to Documents ........................................27 


Article VI Repurchase by the Initial Member at the Company's Option ......................................28 


Section 6.1 Repurchases at Company's Option ....................................................................28 


Section 6.2 Notice to Initial Member .....................................................................................30 


Section 6.3 Re-delivery of Notes, Files and Documents .......................................................30 


Section 6.4 Waiver of Company's Repurchase Option ........................................................31 


Article VII Notices .........................................................................................................................31 


Section 7.1 Notices ...................................................................................................................31 


Section 7.2 Article VI Notice ..................................................................................................32 


Section 7.3 Transfer Documents ............................................................................................32 


Section 7.4 All Other Notices..................................................................................................32 


Article VIII Miscellaneous Provisions ...........................................................................................33 


Section 8.1 Severability ...........................................................................................................33 


Section 8.2 Governing Law .....................................................................................................34 


Section 8.3 Cost, Fees and Expenses ......................................................................................34 


Section 8.4 Waiver; Amendment and Assignment .............................................................. .34 


Section 8.5 No Presumption....................................................................................................36 


Section 8.6 Entire Agreement.................................................................................................36 


Section 8.7 Jurisdiction; V cnue and Service .........................................................................36 


Section 8.8 Waiver ofJury Tria1 ............................................................................................38 


Section 8.9 Counterparts; Facsimile Signatures ...................................................................38 


Section 8.10 Headings................................................................................................................38 


Section 8.11 Compliance with Law ..........................................................................................38 


Section 8.12 Right to Specific Performance ............................................................................38 


ii 


FDIC • SFR 20 I0-2 


Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Attachment A 

Attachment B 

Attachment C 

Attachment D 

Attachment E 

Attachment F -I 

Attachment F-2 

Attachment G 

Attachment H 

Schedule I 

Attachments and Schedule 

Mortgage Loan Schedule 

Mortgage Loan Value Schedule 

Affidavit and Assigrunent of Claim 

Allonge 

Assigrunent and Lost Instrument Affidavit 

Assigrunent of Real Estate Mortgage 

Assignment of Real Estate Deed ofTrust 

Assigrunent of Assigrunent of Leases and Rents and other Mortgage 

Loan Documents 

Limited Power of Attorney 

List of Purchase Money Notes 

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Mortgage Loan Contribution and Sale Agreement 

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NY2 2053702.3 
MORTGAGE LOAN CONTRIBUTION AND SALE AGREEMENT 

THIS MORTGAGE LOAN CONTRIBUTION AND SALE AGREEMENT (as the same 

shall be amended or supplemented, this "Agreement") is made and entered. into as ofthe 25th 

day ofJune, 2010 (~he "Closing Date") by and between THE FEDERAL DEPOSIT 

INSURANCE CORPORATION (acting in any capacity, the "FDIC") AS RECEIVER FOR 

THE FAILED BANKS (including its successors and assigns thereto, the "Initial Member"), and 

2010-2 SFR VENTURE, LLC, a Delaware limited liability company (the "Company"). 

RECITALS 

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

Banks; and 

WHEREAS the Initial Member owns the Mortgage Loans described on the Mortgage 

Loan Schedule attached hereto as Attachment A to this Agreement (the "Mortgage Loan 

Schedule"); and 

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

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

interest in the Company (the "LLC Interest"); and 

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

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

conditions more fully set forth herein; and 

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

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

Company (i) will issue, execute and deliver to the Initial Member the Company's Class A Notes 

dated as ofthe date hereof (the "Class A Notes") and (ii) may issue, execute and deliver to the 

Initial Member the Company's Class A-IO Notes, dated as oftheir issuance (the "Class A-IO 

Notes" and together with the Class A Notes, the "Purchase Money Notes"), in each case, as 

guaranteed by the FDIC pursuant to that certain Guaranty Agreement dated as of the date hereof 

between the FDIC in its corporate capacity and the Receiver (the "Purchase Money Notes 

Guaranty"); and 

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

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

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

Documents, all pursuant to the Reimbursement and Security Agreement dated as ofthe date 

hereof between the Company and the FDIC (the "Reimbursement and Security Agreement"); 

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

Agreement dated as of even date herewith (the ''Transferred LLC Interest Sale Agreement") 

by and between the Initial Member and TP AM II, LLC, a Delaware limited liability company 

(the "Private Owner"), the Initial Member has agreed to sell and transfer 50% ofthe issued and 

FDIC • SFR 20 I0·2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
outstanding membership interests in the Company (the "Transferred LLC Interest") to the 

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

"Transferred LLC Interest Sale Price"), the completion of such sale being referred to as the 

"Closing"; and 

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

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

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

Loan Value Schedule"); and 

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

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

matters as set forth in this Agreement. 

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

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

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

agree as follows: 

Article I 


Definitions and Construction 


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

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

Common Definitions dated of even date herewith. In addition, for purposes ofthis Agreement, 

the following terms shall have the meanings and definitions hereinafter respectively set forth: 

"Accounting Records" means the general ledger, supporting subsidiary ledgers and 

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

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

equity, before or by a Governmental Authority. 

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

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

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

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

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

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

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

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

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

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

Balance. 

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Mortgage Loan Cotttribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
"Adjusted Escrow Balance" means, with respect to any Mortgage Loan, the Escrow 

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

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

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

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

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

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

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

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

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

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

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

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

"Advances" means the sum of all umeimbursed amounts advanced by or on behalf of a 

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

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

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

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

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

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

"Affidavit and Assignment of Claim" means an Affidavit and Assignment of Claim in 

the form of Attachment C to this Agreement. 

"Agreemenf' has the meaning given that term in the preamble to this Agreement and 

includes all exhibits, schedules and attachments to this Agreement. 

"Assignment and Lost Instrument Affidavit" means an Assignment and Lost 

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

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

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

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

"Bidder" means the entity or individual who submitted the Bid. 

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

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

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

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

assets held directly or indirectly by any such Ownership Entity. 

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"Corporate Advances" means the payment of appraisal fees, broker opinion fees, 

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

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

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

ofa Mortgage Loan. 

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

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

stated on the Mortgage Loan Schedule. 

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

to insufficient funds or a stop payment order. 

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

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

Mortgage Loan Schedule. 

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

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

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

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

subdivision ofor in such other jurisdiction. 

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

the Underlying Collateral is located in any Foreign Jurisdiction. 

"Limited Power of Attorney" means the Limited Power of Attorney in the form of 

Attachment H to this Agreement. 

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

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

"Obligations" means all obligations and commitments ofthe Initial Member relating to a 

Mortgage Loan pursuant to and in accordance with any ofthe related Notes, Underlying 

Collateral Documents, Mortgage Loan Documents or Related Agreements, including any 

obligation to pay real estate taxes relating to such Mortgage Loan which are outstanding and/or 

delinquent as ofthe Cut-offDate or become due after the Cut-off Date. 

"Order" has the meaning given that term in Section 6.1. 

"Principal Deficiency",has the meaning given that term in Section 2.4(c). 

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Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
"Receiver Acquired Property" means (i) Underlying Collateral title to which has been 

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

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

such case in accordance with the Mortgage Loan Documents, (ii) the equity interests in any 

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

indirectly by any such Ownership Entities. 

"Redemption Period" means the statutory time period, ifany, during which a foreclosed 

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

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

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

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

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

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

of (x) the aggregate original principal face amount of the Class A Notes and (y) the quotient 

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

Transferred LLC Interest Sale Price. 

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

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

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

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

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

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

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

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

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

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

"Transfer Taxes" means any taxes, assessments, levies, imposts, duties, deductions, 

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

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

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

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

Collateral or the assignment and assumption of the Obligations thereunder. 

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

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

accordance with the following: 

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

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

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Mortgage Loan Contribution and Sale Agreement 

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NY2 2053702.3 
other Persons that might have been, but at such time have ceased to be, "Affiliates" of such 

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

(b) The term "or" is not exclusive. 

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

replacement to such Law. 

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

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

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

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

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

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

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

given time. 

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

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

provision of this Agreement. 

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

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

they are in fact followed by such words. 

(h) The word "during," when used with respect to a period oftime, is to be 

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

such period. 

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

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

to include the personal pronoun of the appropriate gender. 

Article II 


Contribution and Sale of Mortgage Loans 


Section 2.1 Terms and Conditions. As ofthe Closing Date, the Initial Member 

hereby conveys to the Company, and the Company hereby acquires and accepts from the Initial 

Member, without recourse, by way of a sale to the extent ofthe initial aggregate principal 

amount ofthe Class A Notes and otherwise as a capital contribution, all right, title and interest of 

the Initial Member in and to: 

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

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

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

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Pool N<ls, 24020 and 2402 I 

NY2 2053702.3 
advances made with respect thereto, effective as of the Closing Date, and all rights in the 

Underlying Collateral pursuant to the Underlying Collateral Documents; 

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

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

Loans and the Mortgage Loan Documents after the Closing Date; 

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

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

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

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

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

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

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

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

Initial Member pursuant to Section 2.7; 

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

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

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

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

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

or collected with respect to any of the foregoing; 

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

any of the foregoing, and the rights to receive such proceeds thereof; and 

(f) For the avoidance of doubt, notwithstanding anything to the contrary in 

this Agreement or any Ancillary Document, the Initial Member does not convey, nor does the 

Company acquire, any right, title and interest that the Initial Member, the Receiver or any 

predecessors-in-interest thereto may have with respect to any Deficiency Judgment Claim with 

respect to an owner-occupied Mortgaged Property underlying the Mortgage Loans (or Acquired 

Property which was an owner-occupied Mortgaged Property prior to the date such Mortgaged 

Property became Acquired Property) pursuant to this Agreement. 

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

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

and the Company agree that the conveyance contemplated by Section 2. I and the other 

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

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

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

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

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

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

extent attributable to an act, omission or circumstances that occurred or existed prior to the Cut7 

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Off Date and that constitutes a breach or default under any contract (including any contract 

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

Member or a Failed Bank; 

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

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

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

capacity as receiver for a Failed Bank pursuant to 12 U.S.C. § 182l(d)(3) through (13); and 

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

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

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

barred under 12 U.S.C. §§ 182l(c), (d), (e) (including§ 182l(e)(3)), (i), G); 12 U.S.C. § 1822; 

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

Section 2.3 Allocation of Payments; Advances. 

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

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

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

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

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

Date for Servicing Expenses, Pre-Approved Charges and Reimbursable Company Administrative 

Expenses that an Existing Servicer pays after the Cut-Off Date through the Servicing Transfer 

Date out of its own funds (rather than withdrawing such funds from the Collection Account or 

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

Servicing Expenses, Pre-Approved Charges and Reimbursable Company Administrative 

Expenses). Any such amounts for Servicing Expenses, Pre-Approved Charges and Reimbursable 

Company Administrative Expenses paid after the Cut-Off Date through the Servicing Transfer 

Date owed to, but not reimbursed to, the Initial Member on the Servicing Transfer Date for the 

respective Mortgage Loan shall be reimbursed by the Company to the Initial Member on 

demand. 

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

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

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

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

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

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

Servicer. 

Section 2.4 Adjustments. 

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

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

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

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

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

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

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

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

respective Borrower or other Obligor. 

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

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

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

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

statement shall be accompanied by an explanation of the reasons for any adjustment to any Cut· 

Off Date Unpaid Principal Balance or Escrow Balance. 

(c) If the Adjusted Cut-OffDate Unpaid Principal Balance ofany Mortgage 

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

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

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

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

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

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

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

miscalculation of interest on any Mortgage Loan. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

respect to the Mortgage Loans. 

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

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

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

9 

FDIC· SFR 2010·2 

Mortgage Loan Coruibution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
neither the Initial Member nor the Failed Banks will refund any unearned discount amounts to 

the Company. 

Section 2.6 Interest Conveyed. With respect to any Mortgage Loan which is or was 

the subject of a foreclosure sale or an acceptance of a deed-in-lieu of foreclosure, from the day 

after the Cut-Off Date through the Closing Date, the Initial Member shall convey to the 

Company the Deficiency Balance, if any, with respect to any non-owner-occupied Mortgaged 

Property, together with the net proceeds, if any, of such foreclosure sale (if applicable). If the 

Initial Member was the purchaser at such foreclosure sale (or if the Initial Member accepts a 

deed-in-lieu of foreclosure), the Initial Member shall convey to the Company the Deficiency 

Balance, if any, with respect to any non-owner-occupied Mortgaged Property, together with a 

special warranty deed to the Receiver Acquired Property purchased at such foreclosure sale. The 

Company acknowledges and agrees that the Company shall not acquire any interest in or to any 

performance or completion bond or letter of credit or other assurance filed with any 

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

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

governmental regulations or building requirements applicable to the proposed or completed 

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

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

make any payment or otherwise provide any performance or satisfaction. For the avoidance of 

doubt, the Initial Member does not convey to the Company any Deficiency Balance on an owneroccupied Mortgaged Property (or Acquired Property which was an owner-occupied Mortgaged 

Property prior to the date such Mortgaged Property became Acquired Property). 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

servicing agent contracted for services or closing protection coverage in connection with the 

initiation, origination, insuring or servicing of a Mortgage Loan; provided, however, that claims 

10 

FDIC · SFR 201 0·2 

Mortgage Loan Con1ribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
under and pursuant to a title insurance policy shall not constitute retained claims pursuant to this 

Section 2.7. 

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

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

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

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

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

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

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

Agency Agreement. 

Section 2.9 Repurchase. Notwithstanding anything to the contrary contained herein, 

on the one year anniversary ofthe Closing Date (or if such date is not a Business Day, on the 

immediately preceding Business Day), in the event that the Company has not become a FHAapproved lender/mortgagee under the FHA Title I and Title II programs by such one-year 

anniversary, then with respect to each Mortgage Loan that was insured by FHA as ofthe Closing 

Date, the Initial Member shall repurchase each such Mortgage Loan that remains both unpaid 

and outstanding and insured by FHA from the Company, at the Repurchase Price. 

Article III 

Transfer of Mortgage Loans, Underlying Collateral Documents and Servicing 

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

execute and deliver to one another the following: 

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

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

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

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

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

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

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

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

(c) (i) For any ofthe mortgages and/or other Underlying Collateral 

Documents securing the Mortgage Loans that are registered on the MERS® System 

(collectively, the "MERS Registered Mortgages"), except as provided otherwise in this Section 

3.J(c), the Company shall cause the MERS Registered Mortgages to be transferred on the 

MERS® System on or within a reasonable time after the Servicing Transfer Date with respect to 

the applicable Mortgage Loans. To the extent the cost of transferring the MERS Registered 

Mortgages is a cost imposed by MERS® on the transferor of a mortgage loan, that cost shall be 

borne by the Initial Member. Otherwise, the costs imposed by MERS® with respect to the 

transfer ofthe MERS Registered Mortgages shall be borne by the Company and all such costs 

shall constitute Pre-Approved Charges for purposes ofthe Custodial and Paying Agency 

II 

FDIC· SFR 2010·2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Agreement, provided that any such expenses with respect to MERS Registered Mortgages as to 

which the Company has not initiated the transfer on the MERS® System (in cooperation with the 

applicable Existing Servicer during the period prior to the applicable Servicing Transfer Date) 

within six months ofthe Closing Date shall not constitute Pre-Approved Charges for purposes of 

the Custodial and Paying Agency Agreement and such charges shall be borne by the Private 

Owner alone. The Company shall provide a report to the Initial Member on the progress and 

status of the transfers on the MERS® System of the MERS Registered Mortgages on the first 

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

Closing Date. 

(ii) Notwithstanding any provision of this Agreement to the contrary, 

the Company (acting by and through the Manager in accordance with the applicable provisions 

of the LLC Operating Agreement) shall have the right to elect to remove any MERS Registered 

Mortgage from the MERS® System prior to the Servicing Transfer Date for such MERS 

Registered Mortgage, in which event the Company (A) must inform the Initial Member and the 

Existing Servicer of its decision to remove such MERS Registered Mortgage from the MERS® 

System at least two (2) weeks prior to the Servicing Transfer Date for such MERS Registered 

Mortgage and (B) must satisfy all applicable requirements of the LLC Operating Agreement with 

respect to the removal of such MERS Registered Mortgage from the MERS® System (including 

specifically the requirements of Section 12.3(g) of the LLC Operating Agreement). If the 

Company has not notified the Initial Member and the Existing Servicer of its election to remove 

such MERS Registered Mortgage from the MERS® System at least two (2) weeks prior to the 

Servicing Transfer Date for such MERS Registered Mortgage, then such MERS Registered 

Mortgage must be transferred on the MERS® System in accordance with Section 3.l(c)(i) above. 

(iii) Further notwithstanding any provision of this Agreement to the 

contrary, the Company (acting by and through the Manager in accordance with the applicable 

provisions of the LLC Operating Agreement) shall have the right to elect to remove any MERS 

Registered Mortgage from the MERS® System after the Servicing Transfer Date for such MERS 

Registered Mortgage and after such MERS Registered Mortgage has been transferred on the 

MERS® System, in which event the Company must satisfy all applicable requirements of the 

LLC Operating Agreement with respect to the removal of such MERS Registered Mortgage from 

the MERS® System (including specifically the requirements of Section 12.3(g) of the LLC 

Operating Agreement). 

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

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

Member, within the period specified in Section 3 .I ( d)(iii), all such Transfer Documents not 

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

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

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

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

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

Attachment H. Reasonable and customary expenses paid to third parties actually incurred by the 

Company (or the Manager or Servicer for the benefit of the Company) in complying with the 

12 FDIC~SFR2010-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
obligations set forth in the preceding sentence shall constitute Pre-Approved Charges for 

purposes of the Custodial and Paying Agency Agreement, provided that any such expenses with 

respect to a Transfer Document that is not properly prepared and submitted for recordation or 

filing within six (6) months of the Closing Date shall not constitute Pre-Approved Charges for 

purposes of the Custodial and Paying Agency Agreement and shall be borne by the Private 

Owner alone. Such six-month period for the preparation and submission of a Transfer Document 

for recordation shall be extended if the delay is due to a matter noted as an "Exception" on the 

"Collateral Certificate" (as such tenns are defined in the Custodial and Paying Agency 

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

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

submit the Transfer Documents. All Transfer Documents prepared by the Company shall be in 

appropriate form suitable for filing or recording (if applicable) in the relevant jurisdiction and 

otherwise subject to the limitations set forth herein, and the Company shall be solely responsible 

for the preparation, contents and fonn of such documents. The Company hereby releases the 

Initial Member from any loss or damage incurred by the Company due to the contents or fonn of 

any documents prepared by the Company pursuant to this Section 3.l(d) (the fonn of which was 

not provided by the Initial Member) and the Private Owner shall indemnify, defend and hold 

harmless the Initial Member from and against any claim, action or cause of action asserted by 

any Person, including the Company, arising out of the contents or fonn of any Transfer 

Document (the fonn of which was not provided by the Initial Member), including any claim 

relating to the adequacy or inadequacy of any such document or instrument for the purposes 

thereof, and the use (or purported use) by the Company of the Limited Power of Attorney in any 

way not expressly pennitted by its tenns. 

(ii) The Company shall use the fonns set forth in Attachment D to 

Attachment G, inclusive, in preparing the Transfer Documents. All documents of assignment, 

conveyance or transfer (not including special warranty deeds to the Receiver Acquired Property, 

which shall contain the special warranty included therein but no other warranties or 

representations, but including all other Transfer Documents) shall contain the following 

sentence: "This assignment is made without recourse, and without representation or warranty, 

express or implied, or by operation of law ofany kind and nature whatsoever by the Federal 

Deposit Insurance Corporation in its corporate capacity or as Receiver for [Insert Name of 

Appropriate Failed Bank.]" 

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

file them ifand as appropriate in accordance with Section 3 .2, as soon as is practicable following 

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

to a matter noted as an "Exception" on the "Collateral Certificate" (as such tenns are defined in 

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

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

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

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

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

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

13 

FDIC •SFR 20 I0·2 

Mortg11ge Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Initial Member and in any event upon the first day of the seventh month following the Closing 

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

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

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

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

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

(or the Manager or the Servicer for the benefit of the Company) in complying with the 

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

purposes of this Agreement. Documents presented to the Initial Member to assign Foreign 

Loans to the Company must be accompanied by a letter on the foreign counsel's letterhead, 

signed by the foreign counsel preparing those documents, certifying that those documents 

conform to the Law of the Foreign Jurisdiction. Each such document and instrument shall be 

delivered to the Initial Member in the English language; provided, however, that any document 

required for its purposes to be executed by the Initial Member in a language other than the . 

English language shall be delivered to the Initial Member in such language, accompanied by a 

translation thereof in the English language, certified as to its accuracy by an executive officer or 

general counsel of the Company and, if such executive officer or general counsel shall not be 

fluently bilingual, by the translator thereof. 

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

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

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

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

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

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

Obligations. 

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

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

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

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

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

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

Date. 

Section 3.2 Recordation of Documents. 

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

Company pursuant to Section 3.l(d), the Company shall promptly submit all such Transfer 

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

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

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

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

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

14 

FDIC· SFR 2010·2 

Mortgage: Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Custodial and Paying Agency Agreement. The Company shall be responsible for diligently and 

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

and not recorded, gaps in the chain oftitle and the like to ensure that each and all of the Transfer 

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

reports described in and required pursuant to Section 3.l(d)(iii) all required information 

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

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

incurred by the Company (or the Manager or the Servicer for the benefit of the Company) in 

complying with the obligations set forth in this Section 3.2 shall constitute Pre-Approved 

Charges for purposes of the Custodial and Paying Agency Agreement; provided, however, that 

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

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

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

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

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

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

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

and submit the Transfer Docurnent(s). The Initial Member shall, if such is affirmatively required 

under the applicable Law of a relevant Foreign Jurisdiction, take such actions as are necessary in 

such Foreign Jurisdiction to effect the purposes of this Article lll. 

Section 3.3 Transfer of Servicing. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15 

FDIC·SFR2010·2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
inquiries, guidance or directions concerning the Initial Member's and the Existing Servicers' 

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

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

be referred to the Company's designated principal contact person or that are to be handled by the 

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

Section 3.3(b). 

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

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

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

Loans, on the Company's behalf beginning on the day after the Cut-Off Date and ending, with 

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

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

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

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

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

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

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

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

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

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

Agreement for all Due Periods ending on or before July 3I, 2010. The Initial Member may 

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

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

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

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

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

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

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

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

provisions of Sections 4.S(a) and 4.6, the Initial Member's performance of this interim servicing 

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

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

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

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

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

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

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

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

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

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

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

pursuant to Sections 2.3 and 2.4. 

16 

FDIC·SFR2010·2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
(c) During the Interim Servicing Period, the Initial Member shall cause all 

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

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

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

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

Distribution Date for such month. The Existing Servicers shall be (and hereby are) authorized by 

the Company to use Mortgage Loan Proceeds with respect to any Group of Mortgage Loans for 

which the Servicing Transfer Date has not occurred, prior to the time Mortgage Loan Proceeds 

are required to be remitted to the Collection Account for payment or reimbursement of Servicing 

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

Initial Member might make during the Interim Servicing Period). 

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

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

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

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

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

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

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

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

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

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

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

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

services the related Mortgage Loan. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

the last Servicing Transfer Date. 

17 

FDIC- SFR 20 I0-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
(f) The Initial Member and the Private Owner shall cooperate in their efforts 

to cause all Servicing Transfer Dates to occur prior to July 31, 20 I 0 to the extent reasonably 

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

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

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

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

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

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

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

its obligations pursuant to Section 3 .I, Section 3.2, Section 4.10 or Section 4.11 as they relate to 

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

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

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

the transfer and recording obligations of the Company pursuant to Section 3 .I, Section 3 .2, 

Section 4.10 or Section 4.11. 

Article IV 


Covenants, Duties and Obligations of the Company 


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

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

Agreement. 

Section 4.2 Collection Agency/Contingency Fee Agreements. The Company 

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

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

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

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

Obligations ofthe Initial Member and the Failed Banks thereunder. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

18 

FDIC - SFR 2010-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Initial Member's and the Failed Banks' Obligations under the contracts of insurance or guaranty. 

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

Manager or the Servicer for the benefit of the Company) to fulfill its obligations set forth in the 

preceding sentence shall constitute Pre-Approved Charges for purposes of the Custodial and 

Paying Agency Agreement. 

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

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

returns with all applicable Governmental Authorities for all applicable periods prior to the 

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

information returns with all applicable Governmental Authorities for all applicable periods 

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

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

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

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

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

the Closing Date falls and thereafter. 

Section 4.5 Mortgage Loans in Litigation. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

purposes with respect to this Agreement. 

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

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

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

Bryan Street, Dallas, Texas 75201-4586, within fifteen (15) Business Days before tbe respective 

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

19 

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Pool Nos. 24020 and 24021 

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

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

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

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

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

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

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

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

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

from retaining the same attorney retained by the Initial Member (or the applicable Failed Bank) 

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

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

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

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

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

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

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

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

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

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

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

in connection therewith, which expenses shall constitute Servicing Expenses. 

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

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

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

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

Regional Counsel, at the address specified above, no less than five (5) Business Days before the 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

20 

FDIC • SFR 20 10·2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
or the applicable Failed Bank (other than to the extent the same constitute Servicing Expenses). 

The Company shall provide to the Initial Member no later than twenty (20) Business Days 

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

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

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

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

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

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

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

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

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

Agency Agreement). 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.5(c) above: 

21 

FDIC· SFR2010-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
(i) there is entered against the Company either (A) a final, nonappealable monetary judgment holding the Company liable for damages in excess of an amount 

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

such claim (such Mortgage Loan, the "Affected Mortgage Loan") (such excess amount, the 

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

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

an Excess Damage Liability on the Company, or 

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

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

the Company is obligated to pay an Excess Damage Liability, 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

purposes with respect to this Agreement. 

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

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

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

LLC Operating Agreement. 

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

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

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

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

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

respect thereof. 

22 

FDIC - SFR 20 I0-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Section 4.6 Mortgage Loans in Bankruptcy. In accordance with Bankruptcy Rules 

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

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

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

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

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

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

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

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

an Affidavit and Assignment of Claim in the form attached to this Agreement as Attachment C 

or any similar forms as might be required in any relevant Foreign Jurisdiction and shall be 

acceptable to the Initial Member, for each Mortgage Loan where a Borrower under such 

Mortgage Loan is in bankruptcy as of the Closing Date. The Company hereby releases the Initial 

Member, the FDIC and the Failed Banks from any claim, demand, suit or cause of action the 

Company might have as a result of any action or inaction on the part of the Initial Member, the 

FDIC or the Failed Banks with respect to such Mortgage Loan. In the event the Company fails, 

prior to the respective Servicing Transfer Date, to take the actions required by this Section 4.6, 

(a) the Initial Member may, but shall have no obligation to, file proofs of claim or other 

documents as the Initial Member determines to be necessary or appropriate to evidence and 

assert the Company's rights and, (b) in the event the Initial Member does take any such actions, 

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

Initial Member in connection therewith (which costs incurred by the Initial Member shall 

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

The provisions of this Section are subject to the right of the Initial Member to retain claims 

pursuant to Section 2. 7 of this Agreement, including any such claims as might have been 

asserted in litigation pending as of the Closing Date. At the Initial Member's discretion, 

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

real party-in-interest and retaining control over (and being responsible for pursuing and bearing 

the related costs to pursue) claims retained by it pursuant to Section 2. 7 and the Company 

substituting itself as the real party-in-interest and taking control of (and being responsible for 

pursuing and bearing the cost of pursuing) the remaining claims in the litigation. 

Section 4.7 Mortgage Loan Related Insurance. On the Closing Date, (a) the Initial 

Member shall cause to be assigned, to the extent assignable, all existing insurance policies in 

respect of the Underlying Collateral for each Mortgage Loan; (b) the Company shall be 

responsible for having itself substituted as loss payee on all Mortgage Loan related insurance in 

which any Failed Bank or the Initial Member is currently listed as a loss payee; and (c) the 

Company shall cause to be put into place such insurance for the Underlying Collateral with 

respect to each Mortgage Loan with respect to which the Borrower has failed to maintain 

required insurance, fire, hurricane, flood and hazard insurance with extended coverage as is 

customary in the area in which the Underlying Collateral is located and in such amounts and with 

such deductibles as, in the reasonable judgment of the Company, are prudent. Upon the 

cancellation after the Cut-Off Date of any insurance policy maintained by the Initial Member or 

any Failed Bank with respect to any Mortgage Loan and the receipt by the Company or the 

Initial Member of any refund of any premiums previously paid with respect thereto, such 

23 

FOJC ·SFR 2010·2 

Mortgage Loan Coooibution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
refunded amount shall inure to the benefit of the Borrowers with respect to the affected 

Mortgage Loans, and such refunded amount shall be remitted to (or retained by) the Company 

and applied as appropriate to adjust the Escrow Accounts, if any, or other records with respect to 

such affected Mortgage Loans. 

Section 4.8 Mortgage Loans with Escrow Accounts. Amounts or balances related to 

the Mortgage Loans on deposit in Escrow Accounts held or controlled by the Initial Member or 

an Existing Servicer shall be transferred to the Company on the respective Servicing Transfer 

Date. On such Date, any positive escrow balances held in the Escrow Accounts, without offset 

against any negative escrow balances, shall be transferred to the Company. The Company agrees 

to assume, undertake and discharge any and all Obligations of the holder of the Mortgage Loans 

with respect to any Escrow Account and the maintenance of such Escrow Account and the 

Escrow Payments paid by or on account of the related Borrower. 

Section 4.9 (Reserved]. 

Section 4.10 Contracts for Deed. The Company agrees to comply with all Obligations 

set forth in any Contract for Deed contained in any Mortgage Loan subject to this Agreement. 

Pursuant to the provisions of Section 3.1 hereof, the Initial Member may require the Company to 

prepare and furnish special warranty deeds for the Initial Member's approval, conveying the real 

property subject to any such contract to the Company. The costs and expenses of the Company 

(or the Manager or the Servicer for the benefit ofthe Company) ofany title curative work, if 

required, shall constitute Pre-Approved Charges. 

Section 4.11 Acquired Property. The Company agrees to comply with all Obligations 

set forth in any Underlying Collateral Document relating to Acquired Property unless, in the 

opinion of the Company, complying with the Obligations under such Underlying Collateral 

Documents would not be in the best interest (in terms of maximizing the value ofthe Mortgage 

Loan) of the Company and the Initial Member. Pursuant to the provisions of Section 3.1 hereof, 

the Initial Member may require the Company to prepare and furnish special warranty deeds and 

other applicable Transfer Documents, for the Initial Member's approval, to convey the Receiver 

Acquired Property to the Company. 

Section 4.12 Leases. The Company agrees to comply with all Obligations set forth in 

any lease related to any Mortgage Loan unless, in the opinion of the Company, complying with 

the Obligations under such lease would not be in the best interests (in terms of maximizing the 

value of the Mortgage Loan) ofthe Company and the Initial Member. Pursuant to the provisions 

of Section 3.1 hereof, the Initial Member may require the Company to prepare and furnish 

applicable Transfer Documents for the Initial Member's approval and execution. 

Section 4.13 Notice to Borrowers. 

(a) The Company shall, on a timely basis in accordance with any applicable 

Laws, and pursuant to the Limited Powers of Attorney granted to it pursuant to Section 3.1(d)(i), 

prepare and transmit to each Borrower a joint "hello" and "goodbye" letter, at the Company's 

24 

FDIC-SFR2010-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
expense, which letter shall be subject to the review and reasonable approval ofthe Initial 

Member. 

(b) The Company shall, on a timely basis in accordance with the Helping 

Families Save Their Home Act of2009 (the "HFSH Act") and any other applicable United 

States federal or state legislation or regulation, prepare and transmit to each Borrower the notice 

required by such HFSH Act and any other legislation or regulation. 

Section 4.14 Notice of Claims. The Company shall immediately notify the Initial 

Member, in accordance with the notice provisions of Section 7.4, of any claim, threatened claim 

or litigation against the Initial Member or a Failed Bank arising out of any Mortgage Loan. 

Section 4.15 Use of the FDIC's Name and Reservation of Statutory Powers. The 

Company shall not use or permit the use by its agents, successors or assigns of any name or 

combination ofletters that is similar to "FDIC" or "Federal Deposit Insurance Corporation." 

The Company will not represent or imply that it is affiliated with, authorized by or in .any way 

related to the FDIC except that, for so long as the FDIC is a member of the Company, the 

Company may represent that fact. The Company shall be entitled to assert (and claim the benefit 

of) the statute of limitations established under 12 U.S.C. § 182l(d)(14). The Company 

acknowledges and agrees, however, that the assignment of any Mortgage Loan or Underlying 

Collateral Document pursuant to the terms of this Agreement shall not constitute the assignment 

of any other rights, powers or privileges granted to the Initial Member pursuant to the provisions 

the Federal Deposit Insurance Act, including those granted pursuant to 12 U.S.C. § 182l(d), 12 

U.S.C. § 1823(e) and 12 U.S.C. § 1825, all such rights and powers being expressly reserved by 

the Initial Member; nor shall the Company assert or attempt to assert any such right, power or 

privilege in any pending or future litigation involving any Mortgage Loan transferred or 

purchased hereunder. 

Section 4.16 Prior Servicer Information. The Company acknowledges and agrees 

that the Initial Member might not have access to information from servicers of a Mortgage Loan 

prior to the appointment of the FDIC as receiver ofthe applicable Failed Bank and that the Initial 

Member has not requested any information not in the possession of the Initial Member or its 

servicing contractor from any prior servicer of a Mortgage Loan. The Company acknowledges 

and agrees that the Initial Member will not be required under the terms of this Agreement to 

request any information from any prior servicer. 

Section 4.17 Release of Initial Member. 

(a) Except as otherwise specifically provided in Article VI of this Agreement 

or in the LLC Operating Agreement or any other Ancillary Document, the Company hereby 

releases and forever discharges the Initial Member, the FDIC, the Failed Banks and all of their 

respective officers, directors, employees, agents, attorneys, contractors and representatives, and 

all of their respective successors, assigns (other than the Company) and Affiliates, from any and 

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

or legal proceedings and remedies of whatever kind or nature that the Company had, has or 

25 

FD!C-SFR2010.2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
might have in the future, whether known or unknown, which are related in any manner 

whatsoever to the Mortgage Loans, the servicing of the Mortgage Loans (before or after the CutOffDate) by the Initial Member, the Failed Banks or their predecessors-in-interest, the FDIC or 

any Person acting on behalf of the Initial Member, the FDIC or the Failed Banks or their 

predecessors-in-interest, or the acquisition of the Mortgage Loans (other than gross negligence or 

willful misconduct); provided, however, that nothing contained in this Section 4.17(a) shall 

constitute or be intetpreted as a waiver of any express right that the Company has under this 

Agreement or any of the Ancillary Documents. 

(b) Unless otherwise contrary to HAMP or applicable Law, the Company 

agrees that it will not renew, extend, renegotiate, compromise, settle or release any Note or 

Mortgage Loan or any right of the Company founded upon or growing out of this Agreement, 

except upon payment in full thereof, unless all Borrowers on said Note or Mortgage Loan shall 

first release and discharge the FDIC, the Initial Member and the applicable Failed Banks with 

respect to such Mortgage Loan, and their respective agents and assigns, other than the Company 

(the "Released Parties"), from all claims, demands and causes of action that any such Borrower 

may have against any such Released Party arising out of or resulting from any act or omission 

occurring prior to the date of such release. 

Article V 


Mortgage Loans Sold "As Is" and Without Recourse 


Section 5.1 Mortgage Loans Conveyed "As Is". THE MORTGAGE LOANS 

(INCLUDING ANY OWNERSHIP ENTITIES AND RECEIVER ACQUIRED PROPERTY) 

ARE CONVEYED AND ASSIGNED TO THE COMPANY "AS IS" AND "WITH ALL 

FAULTS," WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY 

WHATSOEVER, INCLUDING AS TO COLLECTABILITY, ENFORCEABILITY, VALUE 

OF COLLATERAL, ABILITY OF ANY OBLIGOR TO REPAY, CONDITION, FITNESS 

FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR FITNESS FOR A 

SPECIFIC PURPOSE, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, 

BY ANY PERSON, INCLUDING THE INITIAL MEMBER, THE FAILED BANKS OR THE 

FDIC, OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE INITIAL 

MEMBER, THE FAILED BANKS OR THE FDIC, OR ANY OF THEIR RESPECTIVE 

OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. THE INITIAL 

MEMBER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR 

REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, 

CONCERNING THE MORTGAGE LOANS, THE UNDERLYING COLLATERAL OR THE 

UNDERLYING COLLATERAL DOCUMENTS. 

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

Without limiting the generality of Section 5 .! , the Initial Member makes no warranties or 

representations of any kind or nature as to the sufficiency of funds held in any Escrow Account 

to discharge any obligations related in any manner to an escrow obligation, as to the accuracy of 

the amount of any monies held in any Escrow Account or as to the propriety of any previous 

disbursements or payments from any Escrow Account. 

26 

FDIC-SFR2010-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Section 5.3 No Warranties or Representations as to Amounts of Unfunded 

Principal. Without limiting the generality of Section 5.1, the Initial Member makes no 

warranties or representations ofany kind or nature as to the amount of any additional or future 

advances ofprincipal the Company may be obligated to make under the Mortgage Loan 

Documents. 

Section 5.4 Disclaimer Regarding Calculation or Adjustment oflnterest on any 

Mortgage Loan. Without limiting the generality of Section 5.1, the Initial Member makes no 

warranties or representations ofany kind or nature as to the accuracy of any calculation or 

adjustment of interest on any Mortgage Loan, including any adjustable rate Mortgage Loan, 

whether such calculation or adjustment is made by the FDIC, a Failed Bank, the Initial Member, 

an Existing Servicer or any Affiliate, agent or contractor of any ofthe foregoing, or any 

predecessor-in-interest of the Initial Member or any other party. 

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

Initial Member makes no warranties or representations of any kind or nature as to the 

completeness or accuracy of any information provided with respect to any Mortgage Loan. The 

Company acknowledges that, for example, and not by way of limitation, some Mortgage Loan 

Files might be missing forms or notices, or might contain incomplete or inaccurate forms or 

notices, that might be required by one or more federal or state consumer protection statutes. The 

Company's exclusive remedies with respect to any inaccurate or incomplete information 

provided by the Initial Member are an adjustment in accordance with Section 2.4 or an option to 

repurchase under Article VI, and such exclusive remedies are available only if all other 

conditions theretofore expressed in this Agreement have been met. 

Section 5.6 Intervening or Missing Assignments. The Company acknowledges and 

agrees that the Initial Member shall have no obligation to secure or obtain any missing 

intervening Mortgage Assignment or other assignment to the Initial Member or a Failed Bank 

that is not contained in the Mortgage Loan File or among the Underlying Collateral Documents. 

Neither the absence of any intervening Mortgage Assignment or any Mortgage Assignment to 

the Initial Member, the FDIC or a Failed Bank, nor the existence of any Lien on the Mortgage 

Loan or its Underlying Collateral, nor any defect in the Lien or priority of the Initial Member's 

or the applicable Failed Bank's security interest in the Underlying Collateral shall give rise to 

any claim for re-purchase under Article VI. The Company shall bear all responsibility and 

expense of securing from the appropriate source any intervening Mortgage Assignment or any 

other assignment to the Initial Member, the FDIC or a Failed Bank that might be missing from 

the Underlying Collateral Documents, but the costs thereof of the Company (or the Manager or 

the Servicer for the benefit ofthe Company) shall constitute Pre-Approved Charges for purposes 

of the Custodial and Paying Agency Agreement. 

Section 5.7 No Warranties or Representations as to Documents. The Initial 

Member makes no warranties or representations of any kind or nature as to the effectiveness or 

enforceability in any Foreign Jurisdiction of this Agreement or any other document or instrument 

27 

FDIC -SFR 2010-2 

Mortgage: Loan Contribution and Sale Agteement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
delivered or prepared in connection herewith, whether or not prepared and executed in the forms 

provided herewith, all of such forms being provided for reference only. 

Article VI 


Repurchase by the Initial Member at the Company's Option 


Section 6.1 Repurchases at Company's Option. The Company may, at its option, 

and upon satisfaction of the procedures and other requirements set forth below, require the Initial 

Member to repurchase a Mortgage Loan, if, and only if, (x) prior to the Closing Date, one of the 

events described in Section 6.1(a) through (h) has occurred or (y) after the Closing Date, there is 

issued by a court of competent jurisdiction with respect to such Mortgage Loan a final, nonappealable order or judgment or there is entered into, with the consent of the Initial Member, a 

final settlement of any claim, action or litigation (the "Order'') that requires the assignment and 

transfer of such Mortgage Loan back to the Initial Member (unless the Initial Member has agreed 

in writing that no appeal need be taken). IN NO EVENT SHALL THE OCCURRENCE OF 

ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE A MORTGAGE LOAN 

HEREUNDER BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE 

PART OF THE INITIAL MEMBER, THE FDIC OR THE FAILED BANKS OR ANY 

PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR 

RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, 

EVEN IF IT IS SHOWN THAT THE INITIAL MEMBER, THE FDIC OR THE FAILED 

BANKS OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR 

ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS 

OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY 

FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH 

EVENT OR (C) FAILED TO MIT!GATE SUCH EVENT OR ANY OF THE LOSSES 

RESULTING THEREFROM. 

(a) The Borrower had been discharged in a no asset bankruptcy proceeding, 

there is no Underlying Collateral securing such Mortgage Loan and out of which such Mortgage 

Loan may be satisfied, and all guarantors or sureties of the Note, if any, or the obligations 

contained therein, have similarly been discharged in no asset bankruptcies. 

(b) A court of competent jurisdiction had entered a final, non-appealable 

judgment or order (unless the Initial Member has agreed in writing that no appeal need be taken 

other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower 

nor any Obligors, sureties or other obligors owe an enforceable obligation to pay the holder of 

the Note or its assignees. 

(c) The Initial Member or the applicable Failed Bank had executed and 

delivered to the Borrower a release of liability from all obligations under the Note. 

(d) A title defect exists in connection with the property that is the subject of a 

Contract for Deed, which title defect requires a prior order or judgment of a court to enable the 

28 

FDIC- SFR 2010·2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Company to convey title to such property in accordance with the terms and conditions set forth 

in the Contract for Deed. 

(e) The Initial Member is not the owner of the Mortgage Loan and such is not 

curable by the Initial Member so as to permit ownership of the Mortgage Loan to be transferred 

to the Company. 

(f) There exists Environmental Hazards, in which case the Company's 

recourse with respect to this Section 6.1(t) shall be conditioned upon: (i) the presence of 

Environmental Hazards not being disclosed in the Mortgage Loan, Mortgage Loan File or other 

material provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such 

Mortgage Loan having an Adjusted Cut-OffDate Unpaid Principal Balance greater than 

$250,000.00; and (iii) the Company delivering, along with the notice required by Section 6.2, the 

following, each of which must be satisfactory in form and substance to the Initial Member in its 

discretion: 

(i) A Phase I environmental assessment, from a qualified and 

reputable firm, of the Mortgaged Property securing the Mortgage Loan; and 

(ii) A Phase II environmental assessment or lead-based paint survey of 

such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm 

(A) the existence of Environmental Hazards on such Underlying Collateral and (B) that the 

regulator is likely to require such remediation; and, 

(iii) written certification of the Company under penalty of perjury that 

no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings 

or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Mortgage Loan. 

(g) The Initial Member or the applicable Failed Bank, or their respective 

officers, directors or employees, fraudulently caused the Borrower to receive less than all of the 

proceeds and benefits of a Note. The Company's recourse with respect to this Section 6.1 (g) 

shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, 

written evidence of such fraud, which evidence must be satisfactory in form and substance to the 

Initial Member in its discretion. 

(h) There is instituted after the Cut-Off Date any Action that (i) is asserted by 

more than one Borrower and any Affiliates (with multiple Borrowers with respect to Mortgage 

Loans secured by the same Underlying Collateral being considered a single Borrower for 

purposes of this Section) with respect to more than one Mortgage Loan (with multiple Mortgage 

Loans secured by the same Underlying Collateral being considered a single Mortgage Loan for 

purposes ofthis Section), (ii) includes allegations offraud on the part of the Initial Member or 

the applicable Failed Bank in connection with the Initial Member's or the Failed Bank's 

origination of such Mortgage Loans and (iii) names the Initial Member or any Failed Bank as a 

defendant and that asserts liability on the part of the Initial Member or any Failed Bank for 

which the Company is not liable as assignee, as a matter of law, with respect to such Mortgage 

Loans. 

29 

FDIC- SFR 2010-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053 702.3 
Section 6.2 Notice to Initial Member. The Company shall notify the Initial Member 

of each Mortgage Loan with respect to which the Company seeks to exercise its rights under 

Section 6. I. Such notice shall be on the Company's letterhead and include the following 

information: (a) the Company's tax identification number, (b) the Company's wire transfer 

instructions, (c) the loan number and other identifying information related to the Mortgage Loan, 

(d) the subsection of Section 6.1 under which the Company is seeking to require the Initial 

Member to repurchase the Mortgage Loan, (e) a summary of the reasons the Company believes 

that the Mortgage Loan should be repurchased by the Initial Member and (f) a certification by 

the Company that the request for repurchase is being submitted in good faith and is complete and 

accurate in all respects to the best of the Company's knowledge. The notice shall be 

accompanied by evidence supporting the basis for the Initial Member's repurchase of such 

Mortgage Loan. Promptly upon request by the Initial Member, the Company shall supply the 

Initial Member with any additional evidence that the Initial Member may reasonably request. 

The Initial Member shall have no obligation to repurchase any Mortgage Loan pursuant to this 

Article VI for which notice and all supporting evidence reasonably required by the Initial 

Member have not been received by the Initial Member at the addresses specified in Article VI! 

no later than the first Business Day after the expiration of (x) in the case of any purchase demand 

pursuant to Section 6.1(a) through (h), 180 calendar days after the Closing Date, or in the case of 

a Contract for Deed, the first Business Day after the expiration of 360 calendar days after the 

Closing Date, and (y) in the case of any purchase demand with respect to the issuance of an 

Order, thirty (30) days after the issuance of the Order. 

Section 6.3 Re-delivery of Notes, Files and Documents. For any Mortgage Loan 

that qualifies for re-purchase under this Article, the Company shall: (a) re-endorse and deliver 

the Note to the Initial Member (or its designee); (b) assign all Underlying Collateral Documents 

associated with such Mortgage Loan and reconvey any real property subject to a Contract for 

Deed or any related Receiver Acquired Property or Company Acquired Property, together with 

such other documents or instruments as shall be necessary or appropriate to convey the Mortgage 

Loan (including any related Receiver Acquired Property or Company Acquired Property) back to 

the Initial Member (or its designee); (c) deliver to the Initial Member (or its designee) the 

Mortgage Loan File, along with any additional records compiled or accumulated by the 

Company pertaining to the Mortgage Loan; (d) take such actions as are necessary to transfer 

from the Company to the Initial Member any litigation or bankruptcy action involving the 

subject Mortgage Loan, including substituting the duties of the Company for the Initial Member 

and the Initial Member for the Company, and with respect to the Affidavit and Assignment of 

Claim, the form of which is attached to this Agreement as Attachment C, substituting the duties 

of the Assignor (as defined therein) for the Assignee (as defined therein) and the Assignee for the 

Assignor; and (e) deliver to the Initial Member (or its designee) a certification, notarized and 

executed under penalty of perjury by a duly authorized representative of the Company, certifying 

that as of the date of purchase by the Initial Member none of the conditions relieving the Initial 

Member of its obligation to purchase the Mortgage Loan as specified in Section 6.4 has 

occurred. The documents evidencing the conveyance of the Mortgage Loan to the Initial 

Member shall be substantially the same as those executed pursuant to Article lli of this 

Agreement to convey the Mortgage Loan to the Company. In all cases in which the Company 

recorded or filed among public records any document or instrument evidencing a transfer of the 

30 

FDIC - SFR 20 I0-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Mortgage Loan to the Company, the Company shall cause to be recorded or filed among such 

records a similar document or instrument evidencing the conveyance of the Mortgage Loan to 

the Initial Member. Upon compliance by the Company with the provisions hereof, the Initial 

Member shall pay to the Company the Repurchase Price, and such Repurchase Price shall 

constitute Mortgage Loan Proceeds for purposes of the Custodial and Paying Agency 

Agreement. 

Section 6.4 Waiver of Company's Repurchase Option. The Initial Member will be 

relieved of its obligation to purchase any Mortgage Loan for any reason set forth in Section 6.1 if 

the Company: (a) modifies any of the terms of the Mortgage Loan (including the terms of any 

Underlying Collateral Document or Contract for Deed); (b) exercises forbearance with respect to 

any scheduled payment on the Mortgage Loan; (c) accepts or executes new or modified lease 

documents assigned by the Initial Member to the Company; (d) sells, assigns or transfers the 

Mortgage Loan or any interest therein; (e) fails to comply with the LLC Operating Agreement in 

the maintenance, collection, servicing and preservation of the Mortgage Loan, including 

delinquency prevention, collection procedures and protection of collateral as warranted; (f) 

initiates any litigation in connection with the Mortgage Loan or the Mortgaged Property securing 

the Mortgage Loan other than litigation to force payment or to realize on the Underlying 

Collateral securing the Mortgage Loan; (g) completes any action with respect to foreclosure on, 

or accepts a deed-in-lieu of foreclosure for any Underlying Collateral securing the Mortgage 

Loan; (h) causes, by action or inaction, the priority of title to the Mortgage Loan, Mortgaged 

Property and other security for the Mortgage Loan to be less than that conveyed by the Initial 

Member; (i) causes, by action or inaction, the security for the Mortgage Loan to be different than 

that conveyed by the Initial Member, except as might be required by the terms of the Underlying 

Collateral Documents; G) causes, by action or inaction, a claim of third parties to arise against 

the Company that, as a result of purchase under this Agreement, might be asserted against the 

Initial Member; (k) causes to arise, by action or inaction, a Lien of any nature to encumber the 

Mortgage Loan; (1) is the Borrower or any Affiliate thereof under such Mortgage Loan; or (m) 

makes any disbursement of principal or otherwise incrementally funds any Mortgage Loan. 

Article VII 


Notices 


Section 7.1 Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be in writing and shall be given by certified or registered mail, postage prepaid, 

delivered by hand or by nationally recognized air courier service, or sent via electronic mail 

followed up by a hard copy of such notice, in any case directed to the address of such Person as 

set forth in the applicable Section of this Article VII. Any such notice shall become effective 

when received (or when receipt is refused) by the addressee, provided that any notice or 

communication that is received (or refused) other than during regular business hours of the 

recipient shall be deemed to have been given at the opening of business on the next Business 

Day of the recipient. From time to time, any Person may designate a new address for purposes 

of notice hereunder by notice to such effect to the other Persons identified in this Article VII. 

31 

FDIC·SFR2010.2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Section 7.2 Article VI Notice. Any notice, request, demand or other communication 

required or permitted to be given to the Initial Member pursuant to the provisions of Article VI 

shall be delivered to:· 

Initial Member: Manager, Capital Markets & Resolutions 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email Address: RMalami@fdic.gov 

with a copy to: Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, VA 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

Section 7.3 Transfer Documents. For purposes of designating the Custodian as the 

return addressee on Transfer Documents, the following address shall be used: 

Custodian: 	 Citibank N .A. 

5280 Corporate Drive, MD0052 

Frederick, Maryland 21703 

Attention: Loretta Badgett 

Section 7.4 All Other Notices. Any notice, request, demand or other communication 

required or permitted to be given pursuant to any provision of this Agreement and that is not 

governed by the provisions of Section 7.2 or 7.3 shall be delivered to: 

Company before Closing: 	 Manager, Capital Markets & Resolutions 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F -7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email Address: RMalami@fdic.gov 

32 

FDIC· SFR 2010·2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
with a copy to: Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

350 I Fairfax Drive (Room E-7056) 

Arlington, VA 22226 

Attention: David Gearin 

Email Address; DGearin@fdic.gov 

Company after Closing; 2010-2 SFR Venture, LLC 

2180 Gamet Avenue, Suite 2E 

San Diego, CA 921 09 

Attention: Matthew Fistonich 

Email Address: 

Initial Member: Manager, Capital Markets & Resolutions 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email Address: RMalami@fdic.gov 

with a copy to: Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

Article VIII 

Miscellaneous Provisions 

Section 8.1 Severability. Any provision of this Agreement that is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (a) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (b) without limitation of clause (a), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (c) without limitation ofclauses (a) 

or (b), such ineffectiveness shall not invalidate any of the remaining provisions of this 

33 

FDIC- SFR 2010·2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (p) modify such provision (including without limitation, 

to the extent applicable, by limiting the duration or scope of such provision and/or the Persons 

against whom, and/or the circumstances under which, such provision shall be effective in such 

jurisdiction) for purposes of such proceeding to the minimum extent necessary so that such 

provision, as so modified, may then be enforced in such proceeding and (q) enforce such 

provision, as so modified pursuant to clause (p), in such proceeding. Nothing in this Section is 

intended to, or shall, limit (x) the ability of any party to this Agreement to appeal any court 

ruling or the effect of any favorable ruling on appeal or (y) the intended effect of Section 8.2. 

Section 8.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY 

AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, 

EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER 

THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW 

OF ANOTHER JURISDICTION. NOTHING IN THIS AGREEMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 8.3 Cost, Fees and Expenses. Except as otherwise provided herein, each 

party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or 

incidental to the matters contained in this Agreement, including fees and disbursements to its 

accountants, brokers, financial advisors and counsel. 

Section 8.4 Waiver; Amendment and Assignment. 

(a) No provision of this Agreement may be amended or waived except in 

writing executed by all of the parties to this Agreement. This Agreement and the terms, 

covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof shall be 

binding upon, and shall inure to the benefit ofthe undersigned parties and their respective heirs, 

executors, administrators, representatives, successors and permitted assigns, and no other Person 

or Persons (including Borrowers or any co-lender or other Person with any interest in or liability 

under any ofthe Mortgage Loans) shall have any rights or remedies under or by reason of this 

Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned 

without the express prior written consent of the Initial Member and any attempted assignment 

without such consent shall be void ab initio. 

(b) The Company acknowledges and consents and agrees that the Initial 

Member may, subject to compliance with any applicable securities Laws but otherwise without 

restriction, assign, sell, transfer, participate, pledge, syndicate or otherwise transfer the Purchase 

Money Notes (or any replacement notes described below) in whole or in part and directly or 

indirectly (a "Note Disposition"), and that the Company shall at the request of the Initial 

Member, at the Company's own expense, cooperate with and assist the Initial Member in any 

such actual or proposed Note Disposition, including by: 

34 

FDIC· SFR 2010·2 

Mortgage loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
(i) providing information and documentation as may be requested by 

the Initial Member in connection therewith, including, without limitation, such 

information and documentation as may be required by securities disclosure and 

registration laws or as would be otherwise customarily provided in connection 

with the issuance or reissuance or sale of the Purchase Money Note; 

(ii) effecting such changes, amendments or modifications to this 

Agreement and the Ancillary Documents as the Initial Member may request or 

require in connection therewith, provided that, (A)(!) the maturity date of such 

replacement or reissued Purchase Money Notes shall not be later than the seventh 

anniversary of the Closing Date and (2) the outstanding principal amount or 

notional amount, as applicable, of such replacement or reissued Purchase Money 

Notes at the time of its replacement or reissuance shall equal (I) the outstanding 

principal amount or notional amount, as applicable, of such Purchase Money 

Notes minus (II) the aggregate amount paid to the Holders of such Purchase 

Money Notes pursuant to the Custodial and Paying Agency Agreement without 

regard to the amount, if any, of any payments made pursuant to the Purchase 

Money Notes Guaranty and (B) no modification contained in such replacement or 

reissued Purchase Money Notes shall adversely affect in any material respect(!) 

the amount or timing of any payments or distributions to the Private Owner or any 

permitted successor or assign pursuant to the Priority of Payments, (2) any other 

rights or obligations of, or the need for any advances, contributions or payments 

from, the Private Owner or its Affiliates or any permitted successor or assign 

pursuant to this Agreement or any Ancillary Document or otherwise or (3) the 

rights or interests of any Holder of any other Purchase Money Notes or any owner 

of an interest therein; or 

(iii) providing legal or other opinions, certificates and other closing 

documents in connection with the issuance or reissuance and delivery of the 

Purchase Money Notes in form and substance satisfactory to the Initial Member. 

Prior to effecting any such changes, amendments or modifications, the FDIC shall 

notify each of the Private Owner and the Company of any such contemplated changes, 

amendments or modifications, and the Private Owner and the Company agree that they will 

cooperate in good faith with the FDIC in effecting all such changes, amendments or 

modifications, and will cause legal counsel for the Company to issue such legal opinions as may 

reasonably be requested or required in connection with such replacement or reissuance and sale 

of the Purchase Money Notes. Reasonable attorneys fees actually incurred in connection with 

the preparation of legal opinions, and for the review of certificates, closing documents and any 

amendments to this Agreement or any Ancillary Documents requested or required by the Initial 

Member or the Purchase Money Note Guarantor in connection with the replacement or 

reissuance and sale of the Purchase Money Note(s) shall constitute Reimbursable Company 

Administrative Expenses. For the avoidance of doubt, no legal fees or expenses associated with 

changes, clarifications or amendments to documents requested by the Private Owner shall 

constitute Reimbursable Company Administrative Expenses. 

35 

FDIC • SFR 20 I0·2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
Section 8.5 No Presumption. This Agreement shall be construed fairly as to each 

party hereto and, ifat any time any such term or condition is desired or required to be interpreted 

or construed, no consideration shall be given to the issue of who actually prepared, drafted or 

requested any term or condition of this Agreement or any agreement or instrument subject 

hereto. 

Section 8.6 Entire Agreement. This Agreement and the Ancillary Documents 

contain the entire agreement between the Initial Member and the Company and its Affiliates with 

respect to the subject matter hereof and supersede any and all other prior agreements, whether 

oral or written provided that any Confidentiality Agreement between the FDIC and the Private 

Owner or any Affiliates of the Private Owner (including by way ofjoinder) with respect to the 

transaction that is the subject of this Agreement and the Ancillary Documents shall remain in full 

force and effect to the extent provided therein, except that the Company's rights under Article VI 

shall not be deemed a repurchase option for purposes of Section 2 of any such Confidentiality 

Agreement. In the event of a conflict between the terms of this Agreement and the terms of any 

Transfer Document or other document or instrument executed in connection herewith or in 

connection with the transactions contemplated hereby, including any translation into a foreign 

language of this Agreement for the purpose of any Transfer Document, or any other document or 

instrument executed in connection herewith which is prepared for notarization, filing or any 

other purpose, the terms of this Agreement shall control, and furthermore, the terms of this 

Agreement shall in no way be or be deemed to be amended, modified or otherwise affected in 

any manner by the terms of such Transfer Document or other document or instrument. 

Section 8.7 Jurisdiction; Venue and Service. 

(a) The Company, on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Ancillary Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum (other than the court in which the Initial Member files the 

action, suit or proceeding) without the consent of the Initial Member; 

(B) assert that venue is improper in either the United States 

District Court for the Southern District of New York or the United States District Court for the 

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

36 

FDIC -SFR 2010-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
(ii) consents to the jurisdiction of the Supreme Court ofthe State of 

New York, County ofNew York, for any suit, action or proceeding against it or any ofits 

Affiliates commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Ancillary Document (other than the LLC Operating Agreement), and waives 

any right to: 

{A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of the Initial Member); 

(B) assert that venue is improper in the Supreme Court of the 

State of New York, County ofNew York; or 

(C) assert that the Supreme Court of the State of New York, 

County ofNew York, is an inconvenient forum; 

(iii) agrees to bring any suit, action or proceeding by the Company, or 

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

Agreement or any Ancillary Document, in only the United States District Court for the Southern 

District 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 disputeresolution forum without the consent of the Initial Member, and agrees to consent thereafter to 

transfer of the suit, action or proceeding to either the United States District Court for the 

Southern District ofNew York or the United States District Court for the District of Columbia at 

the option of the Initial Member; and 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both Jack 

jurisdiction to hear a suit, action or proceeding falling within Section 8.7(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court of the State ofNew York, County of 

New York, and waives any right to remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of the Initial Member. 

(b) Each of the Private Owner and the Company, on behalf of itself and its 

Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against 

it in any suit, action or proceeding falling within Section 8.7(a) may be enforced in any court of 

competent jurisdiction; 

(c) Subject to the provisions of Section 8.7{d), each of the Private Owner and 

the Company, on behalf of itself and its Affiliates, and the Initial Member hereby irrevocably 

and unconditionally agrees that service of all writs, process and summonses in any suit, action or 

proceeding pursuant to Section 8.7(a) or Section 8.7(b) may be effected by the mailing of copies 

thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to 

Sections 7.1 and 7.4 (with copies to such other Persons as specified therein); provided, however, 

that nothing contained in this Section 8. 7(c) shall affect the right ofany party to serve process in 

any other manner permitted by Law; and 

37 

FDIC-SFR2010-2 

Mortgsge Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 2402 I 

NY2 2053702.3 
(d) Nothing in this Section 8.7 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 8.7(a)(iii) and Section 8.7(a)(iv), 

or in any way limit the FDIC' s right to remove, transfer, seek to dismiss, or otherwise respond to 

any suit, action, or proceeding against it in any forum. 

Section 8.8 Waiver of Jury Trial. EACH OF THE COMPANY, FOR ITSELF AND 

ITS AFFILIATES, AND THE INITIAL MEMBER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

Section 8.9 Counterparts; Facsimile Signatures. This Agreement may be executed 

in two (2) or more counterparts, each of which shall be deemed an original but all of which 

together shall constitute but one and the same agreement. This Agreement and any amendments 

hereto, to the extent signed and delivered by facsimile or other electronic means, shall be treated 

in all manner and respects as an original agreement and shall be considered to have the same 

binding legal effect as if it were the original signed version thereof delivered in person. No 

signatory to this Agreement shall raise the use of a facsimile machine or other electronic means 

to deliver a signature or the fact that any signature or agreement was transmitted or 

communicated through the use ofa facsimile machine or other electronic means as a defense to 

the formation or enforceability ofa contract and each such Person forever waives any such 

defense. 

Section 8.10 Headings. Article, section or paragraph titles or captions contained in this 

Agreement are inserted only as a matter of convenience and for reference and in no way define, 

limit, extend or describe the scope of this Agreement or the intent of any provisions hereof. All 

article, section and paragraph references contained in this Agreement shall refer to articles, 

sections and paragraphs in this Agreement unless otherwise specified. 

Section 8.11 Compliance with Law. Except as otherwise specifically provided in this 

Agreement, each party to this Agreement shall, at its own cost and expense, obey and comply 

with all Laws, as they may pertain to such party's performance of its obligations hereunder. 

Section 8.12 Right to Specific Performance. THE COMPANY HEREBY 

ACKNOWLEDGES AND AGREES THAT THE DAMAGES TO BE INCURRED BY THE 

INITIAL MEMBER AS A RESULT OF THE COMPANY'S BREACH OF THIS 

AGREEMENT WILL BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN, THAT 

DAMAGES WILL NOT BE AN ADEQUATE REMEDY AND THAT ANY BREACH OR 

THREATENED BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT BY THE 

COMPANY MAY CAUSE IMMEDIATE IRREPARABLE HARM FOR WHICH THERE 

MAY BE NO ADEQUATE REMEDY AT LAW. ACCORDINGLY, THE PARTIES AGREE 

THAT, IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, THE 

INITIAL MEMBER SHALL BE ENTITLED TO (I) IMMEDIATE AND PERMANENT 

EQUITABLE RELIEF (INCLUDING INJUNCTIVE RELIEF AND SPECIFIC 

38 

FDIC- SFR 2010-2 

Mortgage Loan Cottribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
PERFORMANCE OF THE PROVISIONS OF THIS AGREEMENT) FROM A COURT OF 

COMPETENT WRISDICTION (IN ADDITION TO ANY OTHER REMEDY TO WHICH IT 

MAY BE ENTITLED AT LAW OR IN EQUITY), AND (II) SOLELY IN THE CASE OF A 

BREACH OF SECTION 4.15 HEREOF, LIQUIDATED DAMAGES IN THE AMOUNT OF 

$25,000 FOR EACH BREACH OF SUCH SECTION. THE PARTIES AGREE AND 

STIPULATE THAT THE INITIAL MEMBER SHALL BE ENTITLED TO EQUITABLE 

(INCLUDING INmNCTIVE) RELIEF WITHOUT POSTING A BOND OR OTHER 

SECURITY, AND THE COMPANY FURTHER WAIVES ANY DEFENSE IN ANY SUCH 

ACTION FOR SPECIFIC PERFORMANCE OR INmNCTIVE RELIEF THAT A REMEDY 

AT LAW WOULD BE ADEQUATE AND ANY REQUIREMENT UNDER LAW TO POST 

SECURITY AS A PREREQUISITE TO OBTAINING EQUITABLE RELIEF. NOTHING 

CONTAINED IN THIS SECTION SHALL LIMIT EITHER PARTY'S RIGHT TO ANY 

REMEDIES AT LAW, INCLUDING THE RECOVERY OF DAMAGES FOR BREACH OF 

THIS AGREEMENT. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

39 

FDIC- SFR 2010-2 

Mortgage Loan CoTtribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 20>3702.3 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

as of the day and year first above written. 

INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEIVER FOR 

THE FAILED BANKS 

By: ' Nam .. .. . Title: 	 Attorney-in-Fact 

COMPANY: 

20I0-2 SFR VENTURE, LLC 

By: 	 Federal Deposit Insurance Corporation as 

Receiver for the Failed Banks, as Sole 

Member and Manager 

Attorney-in-Fact 

[Signature Page to Mortgage Loan Contribution and Sale Agreement] 

40 

FDIC· SFR 2010-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
ATTACHMENT A 


to 


Mortgage Loan Contribution and Sale Agreement 


MORTGAGE LOAN SCHEDULE 


[See Tab K.l] 

FDIC- SFR 2010-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 
ATTACHMENT B 


to 


Mortgage Loan Contribution and Sale Agreement 


MORTGAGE LOAN VALUE SCHEDULE 


[See Tab K.2] 


FDIC- SFR 2010-2 


Mortgage Loan Contribution and Sale Agreement 


Pool Nos. 24020 lind 2402 I 

ATTACHMENT

to

Mortgage Loan Contribution and Sale Agreement

For use with Mortgage Loans in Bankruptcy

Note to Preparer When preparing the actual Affidavit and Assignment delete this instruction

and the reference to Attachment above

State of ___________________ 

County of ________________ 

AFFIDAVIT AND ASSIGNMENT OF CLAIM

The undersigned being first duly sworn deposes and states as follows

Federal Deposit Insurance Corporation as Receiver for _____________________ 

Assignor acting by and through its duly authorized officers and agents for good and

valuable consideration the receipt and sufficiency of which are hereby acknowledged does

hereby sell transfer assign and set over to 2010-2 SFR Venture LLC Assignee of 2180

Garnet Ave Suite 2E San Diego CA 92109 and its successors and assigns all of the Assignors

interest in any claim in the bankruptcy case commenced by or against insert Obligor name_

Obligor in the insert appropriate Bankruptcy Court including the district of

the court such as for the Western District of Texas being designated as Case Number insert

docket number assigned case Bankruptcy Claim or such part of said Claim as is based on

the promissory note of insert the names of the makers of the note exactly as they appear on the

note dated insert the date the note was made and made payable to insert the name of the

payee on the note exactly as it appears on the note provided however that this assignment is

made pursuant to the terms and conditions as set forth in that certain Mortgage Loan

Contribution and Sale Agreement between the Assignor and the Assignee dated June 25 2010

the Agreement

For purposes of Rule 3001 of the Federal Rules of Bankruptcy Procedure Bankruptcy

Rule 3001 this assignment and affidavit represent the unconditional transfer of the Bankruptcy

Claim or such part of the Claim as is based on the promissory note or notes above and shall

constitute the statement of the transferor acknowledging the transfer and stating the consideration

therefore as required by Bankruptcy Rule 3001

This transfer was not for the purpose of the enhancement of any claim in pending

bankruptcy The transfer of the debt was pursuant to the Agreement through which numerous

debts were sold no specific amount of the total consideration was assigned to the debt that forms

the basis of claim

This assignment also shall evidence the unconditional transfer of the Assignors interest

in any security held for the claim

FOIC 5FR 2010-2

Mortgage Loan Contribution and Sale Agreement

Pool Not 24020 and 24021

NY2
IN WITNESS WHEREOF the Assignor has caused this Affidavit and Assignment of

Claim to be executed this day of_______________

FEDERAL DEPOSIT INSURANCE

CORPORATION AS RECEIVER FOR

By

Name

Title Attorney-in-Pact

ACKNOWLEDGMENT

STATE OF

COUNTY OF

Before me the undersigned authority Notary Public in and for the county and state

aforesaid on this day personally appeared known to me

to be the person whose name is subscribed to the foregoing instrument as Attorney-in-Fact of

the Federal Deposit Insurance Corporation as Receiver for acting

in the capacity stated above and acknowledged to me that s/he executed the same as the act of

the Federal Deposit Insurance Corporation as Receiver for for

the purposes and consideration therein expressed and in the capacity therein stated

Given under my hand and seal of office on this the day of

Notary Public

My Commission expires

FOIC 5FR 20 10-2

Mortgage Loan Cortribution and Sale Agreement

Pool Nos 24020 and 24021

NY2 2053702.3

______ 

____________________________________ 

______________ 

____________ 

_______________________________ 

__________________________ 

____________________________ 
ATTACHMENT

to

Mortgage Loan Contribution and Sale Agreement

Note to Preparer When preparing an actual Allonge delete this instruction and the reference

to Attachment above

ALLONCE

TES ALLONUE IS TO BE AflACHED TO AND MADE AN INTEGRAL PART of

the following instrument

Note proper name of Note

Dated Date of Execution of Note

Payable by Name of Borrowerl

State of Formation of Entityl known

Payable to the Order of name of Original Payee

Original Principal Amount Dollars Original Principal

Amount in wordsl amount in numerals.1

PAY TO THE ORDER OF 2010-2 SFR VENTURE LLC DELAWARE LIMITED

LIABILITY COMPANY WITHOUT RECOURSE AND WITHOUT

REPRESENTATION OR WARRANTY EXPRESS IMPLIED OR BY OPERATION

OF LAW OF ANY KIND AND NATURE WHATSOEVER

FEDERAL DEPOSIT INSURANCE

CORPORATION AS RECEIVER FOR

By

Name

Title Attorney in Fact

Datedasof 2010

FOIC SFR 2010-2

Mortgage Loan Conuibution and Sale Agicemeni

Pool Nos 24020 and 24021

Nfl 2053702.3

______________________ ______________ 

______________________ 

_____________ 

_______________ 
AFFACI3MENT

to

Mortgage Loan Contribution and Sale Agreement

Note to Preparer When preparing the actual Affidavit delete this instruction and the reference

to Attachment above

STATE OF

COUNTY OF

ASSIGNMENT AND LOST INSTRUMENT AFFIDAVIT

Before me the undersigned authority personally appeared

who upon being duly cautioned and sworn deposes and says to the best of his/her knowledge as

follows

That s/he is the for the Federal Deposit Insurance Corporation as

Receiver for whose address is 550 17th Street

NW Washington DC 20429 the Initial Member

That at the time of the preparation of transfer to 2010-2 SFR VENTURE LLC

the Company the Initial Member was the owner of that certain loan obligation or interest in

loan or obligation evidenced by promissory note evidencing an indebtedness or evidencing

rights in an indebtedness the Instrument as follows

Loan Number

Name of Maker

Original Principal Balance

Date of Instrument

That the original Instrument has been lost or misplaced The Instrument was not

where it was assumed to be and search to locate the Instrument was undertaken without

results Prior to the transfer to the Company the Instrument had not been assigned transferred

pledged or hypothecated

That if the Initial Member subsequently locates the Instrument the Initial Member

shall use reasonable efforts to provide written notice to the Company and deliver and endorse the

Instrument to the Company in accordance with written instructions received from the Company

or such other party designated in writing by the Company

That the purpose of this affidavit is to establish such facts This affidavit shall not

confer any rights or benefits causes or claims representations or warranties including without

F0IC-SFR2OIO-2

Mortgage Loan Contribution and Sale Agreement

Pool Nos 24020 and 2402

NY2 20537023

_________ 

________________________ 

______________ 

__________________________________________ 

_______________________________ 

_____________________________ 

____________________ 

___________________________ 
limitation regarding ownership or title to the Instrument or the obligations evidenced thereby

upon the Company its successors or assigns All such rights benefits causes or claims

representations and warranties ifany shall be as set forth in the Mortgage Loan Contribution

and Sale Agreement between the Company and the Initial Member dated as of June 25 2010 the

Contribution Agreement

That pursuant to the terms and conditions of the Contribution Agreement the

Instrument including without limitation any and all rights the Initial Member might have to

enforce payment and performance of the Instrument including any rights under Section 3-309 of

the Uniform Commercial Code is hereby assigned effective as of the date hereof without

recourse representation or warranty to the Company copy of the Instrument is attached to

this affidavit if available

FEDERAL DEPOSIT INSURANCE

CORPORATION AS RECEIVER FOR

By _____________________ 

Name __________________________ 

Title Attorney-in-Fact

Signed and sworn to before me this _day of ___________ 2010

Notary Public

My Commission expires

FDIC-SIR2010-2

Mortgage Loan Coaribution and Sale Agreement

Pool Nos 24020 and 24021

NY2
ATTACHMENT F-i

to

Mortgage Loan Contribution and Sale Agreement

Upon recordation return to

name and address of Person to whom recorded original Assignment is to be returned

Note to preparer delete this instruction upon completion of documentation and prior to

submission for execution

Name

Address

Tax Map No or Tax Parcel Identification No _____________________ 

if local recording office requires to preparer delete the instruction upon

completion of documentation and prior to submission for execution

ASSIGNMENT OF REAL ESTATE MORTGAGE

Book _____ Page __

KNOW ALL MEN BY THESE PRESENTS

THAT THE FEDERAL DEPOSIT INSURANCE CORPORATION acting in any

capacity the FDIC AS RECEIVER FOR at 550 17th Street NW

Washington D.C 20429-0002 hereinafter refened to as Assignor or Grantor for value

received does by these presents grant bargain sell assign transfer and set over to the 2010-2

SFR Venture LLC Delaware limited liability company its successors and assigns hereinafter

referred to as Assignee or Grantee at 2180 Garnet Ave Suite 2E San Diego CA 92109

all right title and interest in and to that certain

Note and Real Estate Mortgage each dated Date executed by Name of

Borrowed Kind of Entity the Grantor each being in the original principal

sum of out amounti and /100 Dollars Numerals and which Note

was made payable to name of original lenderl and which Mortgage was recorded

on Date in Book _____Page _____ with the of Deeds

County State of Registers Office

FDIC-5FR 2010.2

Mortgage Loan Contribution and Sale Agreement

Pool Nos 24020 and 24021

NY
the following paragraph only if original real estate mortgage was originated by

and executed in favor of another lender and then transferred to the applicable Failed

Bank Note to preparer delete this instruction upon completion of document ation and

prior to subm ission for execution

Such Note and Mortgage were assigned by ftame of original lender to Rppert Name of

Failed Bank pursuant to that certain Assignment of Real Estate Mortgage dated

P4cE and recorded on Date in Book _____ Page _____ in the Registers Office

Assignment

the following paragraph only if the Real Estate Mortgage was modified or

amended and document was recorded to reflect the modification and amendment Note

to preparer delete this instruction upon completion of document ation and prior to

submission for execution

Such Note and Real Estate Mortgage were modified pursuant to that certain

Correct Name of Document e.g Modification and Ratification of Note and Real Estate

Mortgage Agreement dated Date and recorded on Date in Book ______ 

Page ______ in the Registers Office Modification

The Mortgage as such may have been assigned and modified covers the following described

property

SEE ATtACHED EXHIBIT

TO HAVE AND TO HOLD the same unto said 2010-2 SFR VENTURE LLC

ITS SUCCESSORS AND ASSIGNS

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE REPRESENTATION OR

WARRANTY EXPRESS OR IMPLIED WRITtEN OR ORAL BY THE FDIC AS

RECEIVER FOR NAME OF FAILED BANK OR IN ITS CORPORATE

CAPACITY THE LOAN IS CONVEYED AS IS AND WITH ALL FAULTS WITHOUT

ANY REPRESENTATION OR WARRANTY WHATSOEVER INCLUDING AS TO

COLLECTABILITY ENFORCEABILITY VALUE OF COLLATERAL ABILITY OF ANY

OBLIGOR TO REPAY CONDITION FITNESS FOR ANY PARTICULAR PURPOSE

MERCHANTABILITY OR ANY OTHER WARRANTY EXPRESS OR IMPLIED BY ANY

PERSON INCLUDING THE FDIC OR ITS OFFICERS EMPLOYEES AGENTS OR

CONTRACTORS

IRMAINDER OF PAGE INTENTIONALLY LEFT BLANKJ

FDIC SER 2010-2

Mortgage Loan Contribution and Sale Agreement

Pool Nos 24020 and 24021

NY2 2053702.3 
IN WITNESS WHEREOF FEDERAL DEPOSIT iNSURANCE CORPORATION AS

RECEIVER FOR has caused this instrument to be executed this

dayof 2010effectiveasofthe dayof _2010

ASSIGNOR

FEDERAL DEPOSIT INSURANCE

CORPORATION AS RECEIVER FOR

By

Name

Title Attorney-in-Fact

Signed sealed and delivered

in the presence of

Witness

Print Name________________________

Witness

Print Name_________________________

Note State law has various execution requirements including attest ations or witnesses or both

Preparer delete foregoing note once local requirements are determined

FDIC SFR 2010-2

Morigage Loan Contribution and Sale Agreemenl

Pool Nos 24020 and 24021

NY2 2053702.3

___________________ ______ 

_______ 

__________________________ 

___________________________________ 
ACKNOWLEDGMENT

FORM OF ACKNOWLEJJGMENTI to Preparer delete the

designation Universal Form ofAcknowledgement prior to execution Use only one of the two

acknowledgements this designation or the California form.1

STATE OF _______________ 

SS

COUNTY OF ____________ 

On this

______ day of 2010 before me personally appeared

__________________ known tome or proved tome on the basis of satisfactory evidence to be

the persons who executed the foregoing instrument and he/she thereupon dWy acknowledged

to me that he/she executed the same to be his/her free act and deed

WITNESS my hand and official seal

Name of Notary_______________________

My commission expires

FDIC 5FR 20 10-2

Mortgage Loan Coriribution and Sale Agreement

Pool Nor 24020 and 24021

NY2
FORM OF ACKNOWLEDGMENTJ Note to Preparer delete the

designation California Form ofAcknowledgement prior to execution ifyou using this

acknowledgement Use only one outhe two acknowledgements this designation or the Universal

STATE OF CALIFORNIA

55

COUNTY OF_____________

On ________________________ before me here insert name and title of the officer personally

appeared ___________________ who proved to me on the basis of satisfactory evidence to be the

persons whose names is/are subscribed to the within instrument and acknowledged to me that

he/she/they executed the same in his/her/their authorized capacityies and that by his/her/their

signatures on the instrument the persons or the entity upon behalf of which the persons

acted executed the instrument

certi under PENALTY OF PERJURY under the laws of the State of California that the

foregoing paragraph is true and correct

WITNESS my hand and official seal

Signature _______________________________ Seal

P0CC SPIt 2010-2

Mortgage Loan Cortiburbn and Sale Agreement

Pool Nos 24020 and 24021

NY2
FDIC • SFR 20 l 0-2 

Mortgage Loan Cortribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 

EXHIBIT A 

(Legal Description) 

6 

EXHIBIT 

Legal Description 

FDIC-SFt20102 MS LaCoae uld Sale Aps Pool No. 2C0 24021 

Nfl 2053702.3 
ATTACHMENT F-2

to

Mortgage Loan Contribution and Sale Agreement

Upon recordation return to

name and address of Person to whom of recorded original Assignment is to be returned

Note to preparer delete this instruction upon completion of document ation and prior to

submission for execution

Name_______________

Address

Tax Map No or Tax Parcel Identification No

if local recording office requires to preparer delete the instruction upon

completion ofdocumentation and prior to submission for execution

ASSIGNMENT OF REAL ESTATE DEED OF TRUST

Book _____Page

KNOW ALL MEN BY ThESE PRESENTS

THAT THE FEDERAL DEPOSIT INSURANCE CORPORATION acting in any

capacity FDIC AS RECEIVER FOR at 550 I7 Street NW

Washington D.C 20429-0002 hereinafter referred to as Assignor or Grantor for value

received does by these presents giant bargain sell assign transfer and set over to the 20 10-2

SFR Venture LLC Delaware limited liability company its successors and assigns hereinafter

referred to as Assignee or Grantee at 2180 Garnet Ave Suite 2E San Diego CA 92109

all right title and interest in and to that certain

Real Estate Deed of Trust executed by name of BorrowcrJ Kind of

Entity organized and existing under the laws of State dated Date of

Executioni in the original principal sum of Amount in wordsl and _/1 00 Dollars

Numbers of Deed of Trust in favor of of Trustee resident of

more than one Trustee and ft4ame of Trustee

resident of________________ Trustee Trustees for and on

behalf of Name of Failed Banki the Mortgage which Mortgage was recorded

on Date in the Clerks Office the Circuit Court of the City of

_______________or of the Court of Clerks Office in Book

Page

FDIC.5FR 2010.2

Mortgage Loan Contribution and sale Agreement

Pool Nos 24020 and 24021

NY2 2053702.3

___________________ 

____ 

___________ _____________ 

_______ _____ 

_____ 
the following paragraph only if original real estate date of trust was originated by

and executed in favor of another lender and then transferred to the applicable Failed

Bank Note to preparer delete this instruction upon completion of documentation and

prior to submission for execution

Such Mortgage was assigned by lenderl to Name of Failed Bank

pursuant to that certain Assignment of Real Estate Deed of Trust dated Date

Assignment which Assignment was recorded on Date in the Clerks Office in

Book ____Page ____1

the following paragraph only if the Real Estate Deed of Trust was modified or

amended and document was recorded to reflect the modification and amendment Note

to preparer delete this instruction upon completion of documentation and prior to

submission for execution

The Mortgage was modified by that certain Correct Name of Document e.g

Modification and Ratification of Note and Real Estate Deed oflrust dated

Modification which Modification was recorded on

_________________ in the Clerks Office in Book ______ Page .1

The Mortgage as such may have been assigned and modified covers the following described

property

SEE ATTACHED EXHIBIT

TO HAVE AND TO HOLD the same unto said 20 10-2 SFR VENTURE LLC ITS

SUCCESSORS AND ASSIGNS

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE REPRESENTATION OR

WARRANTY EXPRESS OR IMPLIED WRITTEN OR ORAL BY THE FDTC AS

RECEIVER FOR NAME OF FAILED BANK OR IN ITS CORPORATE

CAPACITY THE MORTGAGE LOAN AS ASSIGNED AND MODIFIED IS CONVEYED

AS IS AND WITH ALL FAULTS WITHOUT ANY REPRESENTATION OR

WARRANTY WHATSOEVER INCLUDING AS TO COLLECTABILITY

ENFORCEABILITY VALUE OF COLLATERAL ABILITY OF ANY OBLIGOR TO

REPAY CONDITION FITNESS FOR ANY PARTICULAR PURPOSE

MERCHANTABILITY OR ANY OTHER WARRANTY EXPRESS OR IMPLIED BY ANY

PERSON INCLUDING THE FDIC OR ITS OFFICERS EMPLOYEES AGENTS OR

CONTRACTORS

OF PAGE INTENTIONALLY LEFT BLANK

FDIC SER 2010-2

Mortgage Loan Corthbution and sale Agreement

Pool Nos 24020 and 24021

NY2
IN WITNESS WHEREOF FEDERAL DEPOSIT INSURANCE CORPORATION AS

RECEIVER FOR has caused this instrument to be executed this

dayof 2O1Otobeeffectiveasofthedayof 2010

ASSIGNOR

FEDERAL DEPOSIT INSURANCE

CORPORATION AS RECEIVER FOR

By

Name

Title Attorney-in-Fact

Signed sealed and delivered

in the presence of

Witness

Print Name________________________

Wilness

Print Name________________________

Note State law has various execution requirements including alt est ations or witnesses or both

Prepare delete foregoing note once local requirements are determined

EDIC SFR 2010-2

MDrtgage Loan Contribution and sale Agreement

Pool Nos 24020 and 24021

NY2 2053702.3

______________________ 

______ 

____________________________ 

___________________________________ 
ACKNOWLEDGMENT

FORM OF ACKNOWLEOGMENTI to Preparer delete the

designation Universal Form ofAcknowledgement prior to execution Use only one of the two

acknowledgements this designation or the California form

STATE OF ______________ 

58

COUNTY OF ____________ 

On this

______ day of 2010 before me personally appeared

_____________________ known to me or proved to me on the basis of satisfactory evidence to be

the persons who executed the foregoing instrument and he/she thereupon duly acknowledged

to me that he/she executed the same to be his/her free act and deed

WITNESS my hand and official seal

Name of Notary_______________

My commission expires

FDIC SER 2010-2

Mortgage Loan Cortibution and Sale Agreement

Pool Nos 24020 and 24021

NY2
ICALIFORNIA FORM OF ACKNOWLEDGMENT to Preparer delete the

designation Universal Form ofAcknowledgement prior to execution Use only one of the two

acknowled2ements this designation or the Universal form

STATE OF CALIFORNIA

55

COUNTY OF ____________ 

On _______________________ before me here insert name and title of the officer personally

appeared ___________________ who proved to me on the basis of satisfactory evidence to be the

persons whose names is/are subscribed to the within instrument and acknowledged to me that

he/she/they executed the same in his/her/their authorized capacityies and that by his/her/their

signatures on the instrument the persons or the entity upon behalf of which the persons

acted executed the instrument

certif under PENALTY OF PERJURY under the laws of the State of California that the

foregoing paragraph is true and correct

WITNESS my hand and official seal

Signature _____________________________ Seal

FOIC-SFR2OID-2

Mortgage Loan Contribution and Sale Agrvenient

Pool Nos 24020 and 24021

NY2
FDIC- SFR 2010-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 

EXHIBIT A 

(Legal Description) 

6 

EXHIBIT 

Legal Description 

FDIC SFR 2010-2


Mortgage
 Loan Conulbution and Sale Agreement 

Pool Nos 24020 and 24021


NY2 2053702.3

ATTACHMENT

to

Mortgage Loan Contribution and Sale Agreement

Upon recordation return to

name and address of Person to whom recorded original Assignment is to be returned

Note to preparer delete this instruction upon completion of documentation and prior to

submission for execution

Name

Address___________

Tax Map No or Tax Parcel Identification No ___________________ 

if local recording office requires to preparer delete the instruction upon

completion of documentation and prior to submission for execution

ASSIGNMENT OF ASSIGNMENT OF LEASES AND RENTS

AND OTEER LOAN DOCUMENTS

to Preparer insert correct name of instrument here and in body ofAssignment below

Delete this instruction prior to execution

Book ____Page ___ 

KNOW ALL MEN BY THESE PRESENTS

THAT THE FEDERAL DEPOSIT INSURANCE CORPORATION acting in any

capacity the FDIC AS RECEIVER FOR at 550 17th Street NW

Washington D.C 20429-0002 hereinafter referred to as Assignor or Grantor for value

received does by these presents grant bargain sell assign transfer and Set over to20 10-2 SFR

Venture LLC Delaware limited liability company its successors and assigns hereinafter

referred to as Assianee or Grantee at 2180 Garnet Ave Suite 2E San Diego CA 92109

all right title and interest in and to that certain

Assignment of Leases and Rents dated Date Assignment of Leases

made by Name of Borrower Kind of Entity the Borrower in favor

of name of original lenderl and which Assignment of Leases was recorded on

Date in Book ______ Page ______ with Register of Deeds County

State of Registers Office as Document No and

similar description with recording information for each additional

Mortgage Loan Document with definition to preparer delete the instruction upon

completion of documentation and prior to submission for execution and

FDIC SFR 2010-2

Mortgage Loan Conuibution and Sale Agreement

Pool Nez 24020 and 2402

NY2
Any notes and or other agreements evidencing the indebtedness and/or the

obligations secured by the Assignment of Leases and the other recorded Mortgage Loan

Documents identified in Paragraph through above and

Any and all other documents and instruments evidencing securing and or relating

to the indebtedness and or obligations secured by the Assignment of Leases and the other

recorded Mortgage Loan Documents identified in Paragraph through above

the following paragraph only if original assignment of leases and rents was

originated by and executed in favor of another lender and then transferred to the

applicable Failed Bank Note to prepare delete this instruction upon completion of

documentation and prior to submission for execution

The Assignment of Leases was assigned by of original lender to Name of

Failed Bank pursuant to that certain Assignment of Assignment of Leases and Rents

dated Date and recorded on Date in Book ______ Page ______ in the

Registers Office as Document No.__________________

the following paragraph only if the original Assignment of Leases and Rents

Mortgage was modified or amended and document was recorded to reflect the

modification and amendment Note to preparer delete this instruction upon completion

of documentation and prior to submission for execution

The Assignment of Leases and Rents was modified pursuant to that certain

of Assignment of Leases Llnsert Correct Name of Documeifl dated Date and

recorded on Date in Book _____ Page ______ 

in the Registers Office as

Document No _____________Modification

similar additional paragraphs for each additional recorded mortgage loan

document as necessary Note to preparer delete this instruction upon completion of

documentation and prior to submission for execution

SEE ATTACHED EXHIBIT

TO HAVE AND TO HOLD the same unto said 20I0-SFR VENTURE LLC ITS

SUCCESSORS AND ASSIGNS

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE REPRESENTATION OR

WARRANTY EXPRESS OR IMPLIED WRITTEN OR ORAL BY THE FDIC AS

RECEIVER FOR NAME OF FAILED BANK OR IN ITS CORPORATE

CAPACITY THE MORTGAGE LOAN IS CONVEYED AS IS AND WITH ALL

FAULTS WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER

INCLUDING AS TO COLLECTABILITY ENFORCEABILITY VALUE OF COLLATERAL

ABILITY OF ANY OBLIGOR TO REPAY CONDITION FITNESS FOR ANY

PARTICULAR PURPOSE MERCHANTABILITY OR ANY OTHER WARRANTY

EXPRESS OR IMPLIED BY ANY PERSON INCLUDING THE FDIC OR ITS OFFICERS

EMPLOYEES AGENTS OR CONTRACTORS

FDIC SFR 2010-2

Mortgage Loan Contribution and sale Agreement

Pool Nos 24020 and 2402

NY2
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

FDIC- SFR 2010-2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 

3 

OF PACE INTENTIONALLY LEFF BLANK 

FDIC SFR 2010-2


Mortgage
 Loan Contribution and Sale Agzeement


Pool Not 24020 and 2402


NY2 20537023

IN WITNESS WHEREOF FEDERAL DEPOSIT INSURANCE CORPORATION AS

RECEIVER FOR ______________ has caused this instrument to be executed this

______ day

of ________2010effectiveasofthe _____ dayof _____________2010

ASSIGNOR

FEDERAL DEPOSIT INSURANCE

CORPORATION AS RECEIVER FOR

By ____________________________ 

Name ______________________________________ 

Title Attorney-in-Fact

Signed sealed and delivered

in the presence of

Witness

Print Name___________________________

Witness

Print Name_________________________

Note State law has various execution requirements including attestations or witnesses or both

Preparer delete foregoing note once local requirements are determined

FIDIC SFR 2010-2

Mortgage Loan Contribution and Sale Agreement

Pool Nos 24020 and 24021

NY2 2053702.3 
ACKNOWLEDGMENT

LUNIVERSAL FORM OF ACKNOWLEDGMENT to Preparer delete the

designation Universal Form ofAcknowledgement prior to execution Use only one of the Iwo

acknowledzements this designation or the California form

STATE OF_______________

55

COUNTY OF _____________ 

On this ______ day of 2010 before me personally appeared

____________________ known to me or proved to me on the basis of satisfactory evidence to be

the persons who executed the foregoing instrument and he/she thereupon duly acknowledged

to me that he/she executed the same to be his/her free act and deed

WITNESS my hand and official seal

Name of Notary_______

My commission expires_________________

FDIC .5FR2OIO-2

Mortgage Loan Cotibution and Sale Agreement

Pool l4os 24020 and 24021

NY2
ICALIFORNIA FORM OF ACKNOWLEDCMENTI Note to Preparer delete the

designation California Form ofAcknowledgement prior to execution ifyou using this

acknowledgement Use only one of the two acknowledgements this designation or the Universal

STATE OF CALIFORNIA

55

COUNTY OF ____________ 

On ________________________ before me here insert name and title of the officer personally

appeared ___________________ who proved to me on the basis of satisfactory evidence to be the

persons whose names is/are subscribed to the within instrument and acknowledged to me that

he/she/they executed the same in his/her/their authorized capacityies and that by his/her/their

signatures on the instrument the persons or the entity upon behalf of which the persons

acted executed the instrument

certify under PENALTY OF PERJURY under the laws of the State of California that the

foregoing paragraph is true and correct

WITNESS my hand and official seal

Signature _______________________________ Seal

EDIC SFR 2010-2

Mortgage Loan Contribution and Sale Agreement

Pool Nos 24020 and 24021

NY2
FDIC- SFR 2010-2 

Mortgage Loatl Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 

EXHIBIT A 

(Legal Description) 

7 

EXHIBJT



Legal Description



EDIC SFR 2010-2


Mortgage
 and Sale Loa4i Contribution Agreement 

Pool Nos 24020 and 24021


NY2 2053702.3 
ATTACHMENTH 


to 


Mortgage Loan Contribution and Sale Agreement 


(Note to FDIC Preparer: When preparing the actual Limited Power ofAttorney, delete this 

instruction and the reference to Attachment H above) 

LIMITED POWER OF ATTORNEY 


Multibank Structured Transaction SFR 2010-2 


KNOW ALL PERSONS BY THESE PRESENTS that the FEDERAL DEPOSIT 

INSURANCE CORPORATION, a corporation organized and existing under an Act of Congress, 

hereafter called the "FDIC," pursuant to the applicable resolutions of the Board of Directors of 

the FDIC, and redelegations thereof, hereby designates the individual(s) set forth on Exhibit A, 

attached hereto and made a part hereof (the "Attorney(s)-in-Fact"), to act on behalf of the FDIC 

in any of its Receivership or Corporate capacities related to the various failed financial 

institutions listed on Exhibit B, attached hereto and made a part hereof, for the sole purpose of 

executing the documents outlined below; and 

WHEREAS the undersigned has full authority to execute this Limited Power of Attorney 

on behalf of the FDIC. 

NOW THEREFORE, the FDIC grants to the Attorney(s)-in-Fact the authority, subject to 

the limitations herein, as follows: 

I. To execute, acknowledge, seal and deliver on behalf of the FDIC, individually 

and not jointly by and through the FDIC, acting in any capacity, any and all instruments of 

transfer and conveyance, appropriately completed, with all ordinary or necessary endorsements, 

acknowledgments, affidavits and supporting documents as may be necessary or appropriate to 

evidence the sale and transfer of any asset pursuant to that certain Mortgage Loan Contribution 

and Sale Agreement, dated as of June 25, 20 I0, between 20 I0-2 SFR Venture, LLC and the 

Receiver. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

FDIC- SFR 2010-2 

Mortgage Loan Conlribution and Sale Agreement 

Pool Nos. 24020 IIJld 24021 

NY2 2053702.3 
The form which the Attorneys-in-Fact shall use for endorsing promissory notes or preparing

allonges to promissory notes is as follows

Pay to the order of

2010-2 SFR Venture LLC

Without Recourse

FEDERAL DEPOSIT INSURANCE

CORPORATION AS RECEIVER FOR

name of applicable failed financial institution

By

Name ___________________________________________ 

Title Attorney-in-Fact

All documents of assignment conveyance or transfer shall contain this sentence This

assignment is made without recourse and without representation or warranty express implied or

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

Corporation in any capacity

To grant to each Attorney-in-Fact full power and authority to do and perform all

acts necessary to carry into effect the powers granted by this Limited Power of Attorney as fully

as the FDIC in any capacity might or could do with the same validity as if all and every such act

had been herein particularly stated expressed and especially provided for

This Limited Power of Attorney shall be effective from Closinz Datel and

shall continue in full force and effect through fone year durationl unless otherwise

terminated by an official of the FDIC or its successors and assigns authorized to do so

Revocation At such time this Limited Power of Attorney will be automatically revoked

My third party may rely upon this document as the named individuals authority to continue to

exercise the powers herein granted unless Revocation has been recorded in the public records

of the jurisdiction where this Limited Power of Attorney has been recorded or unless third

party has received actual notice of Revocation

IN WITNESS WHEREOF the FDIC by its duly authorized officer empowered to act on

its behalf by appropriate resolution of its Board of Directors or redelegations thereof has

caused these presents to be executed and subscribed in its name this

_______ day of 2010

OF PAGE INTENTIONALLY LEFT BLANKI

FDIC SPIt 2010-2

Mortgage Loan Confribution and Sale Agrecuient

Pool Nos 24Q0 and 24021

NY2 2053702.3 
FEDERAL DEPOSIT INSURANCE

CORPORATION

By

Name_______________________________

Title ____________________________ 

Signed sealed and delivered

in the presence of

By

Name_____________________________________

Witness

By

Name_____________________________________

Witness

REMAINDER OF PAGE INTENTIONALLY LEFT BLANKI

FDC SFR 2010-2

Mortgage Loan Contribution and Sale Agreement

Pool Nos 24020 and 2402

Nfl
ACKNOWLEDGMENT

UNITED STATES OF AMERICA

DISTRICT OF COLUMBIA

_______________________ affiant for himself says that is Division of

Resolutions and Receiverships of the Federal Deposit Insurance Corporation the Corporation in

whose name the foregoing Limited Power of Attorney has been subscribed that the said Limited

Power of Attorney was subscribed on behalf of the said Corporation by due authority of the

Corporations Board of Directors and that the said __________________ acknowledges the said

Limited Power of Attorney to be the free act and deed of the said Corporation

Notary Public District of Columbia

United States of America

My Commission Expires

FOIC SFR 20 10-2

Mortgage Loan Coriribution and Sale Agreement

Pool Not 24020 and 24021

NY2
EXHIBIT A 


TO LIMITED POWER OF ATTORNEY 


Attorneys-in-Fact 

(list names and organizations ofAttorney(s)-in-Fact] 

THIS EXHIBIT A TO THE LIMITED POWER OF ATTORNEY HAS BEEN 


PREPARED BY THE FDIC AND MAY NOT BE AMENDED, REVISED, ALTERED OR 


SUBSTITUTED IN ANY WAY WITHOUT THE EXPRESS WRITTEN CONSENT OF 


THE FDIC. 


FDIC· SFR 2010·2 

Mortgage Loan Cortribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
EXHIBITB 


TO LIMITED POWER OF ATTORNEY 


Failed Financial Institutions 

Closin~: Date 

July II, 2008 

April I0, 2009 

April 24, 2009 

April 24, 2009 

April 24, 2009 

April 24, 2009 

May I, 2009 

May I, 2009 

May!, 2009 

May 8, 2009 

June 5, 2009 

June 26, 2009 

July 31, 2009 

August 14,2009 

August 14, 2009 

September II, 2009 

Bank Name 

lndyMac Federal Bank, FSB 

New Frontier Bank 

American Southern Bank 

First Bank of Beverly Hills 

First Bank of Idaho 

Michigan Heritage Bank 

America West Bank 

Citizens Community Bank 

Silverton Bank, N.A. 

Westsound Bank 

Bank of Lincolnwood 

Community Bank of West 

Georgia 

Integrity Bank 

Community Bank of Nevada 

Union Bank, National 

Association 

Corus Bank, N.A. 

City 

Pasadena 

Greeley 

Kennesaw 

Calabasas 

Ketchum 

Farmington Hills 

Layton 

Ridgewood 

Atlanta 

Bremerton 

Lincolnwood 

Villa Rica 

Jupiter 

Las Vegas 

Gilbert 

Chicago 

State Fund 

CA 

co 

GA 

CA 

!D 

Ml 

UT 

NJ 

GA 

WA 

IL 

GA 

10007 

10050 

10053 

10054 

10055 

10056 

10057 

10058 

10059 

10060 

10064 

10068 

FL 

NV 

AZ 

10095 

10!00 

10102 

IL lOll? 

FDIC· SFR 2010·2 

Mortgage Loan Contribution and Sale Agreement 

Pool Nos. 24020 and 24021 

NY2 2053702.3 
SCHEDULE 1 


LIST OF PURCHASE MONEY NOTES 


I. 	 Class A 144A Global Purchase Money Note -dated June 25, 2010 in the 

original principal amount of $56, I 00,000 with a maturity date of June 25, 2017. 

2. 	 Class A RegulationS Certificate Purchase Money Note -dated June 25, 


20 I 0 in the original principal amount of $0 with a maturity of June 25, 2017. 


FDIC -SFR 2010-2 


Mortgage Loan Contribution and Sale Agreement 


Pool Nos. 24020 and 24021 


NY2 2053702.3