SOUTH CRE VENTURE 2010-2 


LIMITED LIABILITY COMPANY INTEREST SALE AND ASSIGNMENT 


AGREEMENT 


by and among 

HRC SVC SOUTH 2010 LLC, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


AS RECEIVER WITH RESPECT TO THE SEPARATE RECEIVERSHIPS FOR 


EACH OF THE VARIOUS FAILED FINANCIAL INSTITUTIONS LISTED ON 


SCHEDULE I HERETO 


and 


SOUTH CRE VENTURE 2010-2, LLC 


Dated as ofDecember 2, 2010 


South CRE Venture 20 I 0-2 

LLC Interest Sale and Assignment 

EXECUTION VERSION 
LIMITED LIABILITY COMPANY INTEREST 


SALE AND ASSIGNMENT AGREEMENT 


THIS LIMITED LIABILITY COMPANY INTEREST SALE AND ASSIGNMENT 

AGREEMENT (this "Agreement") is made as of December 2, 2010, by and among HRC SVC 

SOUTH 20 I 0 LLC , a limited liability company organized and existing under the laws of 

Delaware (the "Private Owner"), and the Federal Deposit Insurance Corporation (in any 

capacity, the "FDIC"), in its separate capacities as receiver with respect to the separate 

receiverships for each ofthe various failed financial institutions listed on Schedule I hereto 

(including its successors and assigns thereto) (collectively, the "Initial Member"), and South 

CRE Venture 20 I 0-2, LLC, a limited liability company organized and existing under the laws 

of Delaware (the "Company"). Capitalized terms used and not defined in this Agreement shall 

have the respective meanings set forth in the South CRE Venture 2010-2 Structured 

Transaction-Agreement of Common Definitions entered into on the Closing Date by and 

among the Private Owner, the Initial Member, the FDIC and the Company, among others (the 

"Agreement of Common Definitions"). 

RECITALS 

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

failed financial institutions listed on Schedule I hereto (individually or collectively, the "Failed 

Bank"); and 

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

Formation ofthe Company to be filed with the Secretary of State ofthe State of Delaware on 

December I, 20 I 0, and holds the sole limited liability company interest (as such term is defined 

in the Act) in the Company (an "LLC Interest"), and has entered into that certain Original LLC 

Operating Agreement; and 

WHEREAS, pursuant to the Contribution Agreement the Initial Member has contributed 

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

to the Assets; and 

WHEREAS, after conducting a sealed bid sale for a forty percent (40%) LLC Interest 

(the "Transferred LLC Interest"), the FDIC selected Hudson Realty Capital Fund V Limited 

Partnership (the "Sponsor") as the successful bidder pursuant to the bid form submitted by it 

(the "Bid Form") and, in accordance with the instructions governing the sealed bid sale, the 

Sponsor has deposited $366,474.70 (the "Earnest Money Deposit") with the FDIC; and 

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

Private Owner as a Qualified Transferee; and 

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

Private Owner (upon which the Initial Member will retain a sixty percent (60%) LLC Interest 

and enter into the LLC Operating Agreement, the form of which is attached hereto as Exhibit A 

South CRE 20 I 0-2 


LLC Interest Sale Agreement 


EXECUTION VERSION 

and the Private Owner desires to acquire the Transferred LLC Interest and enter into the LLC 

Operating Agreement; and 

WHEREAS, the Initial Member and the Private Owner desire, as capital contributions to 

the Company pro rata in accordance their proportionate LLC Interests (after giving effect to the 

transfer of the Transferred LLC Interest), to fund the Working Capital Reserve with an aggregate 

amount of$1,000,000 (such sum, the "WCR Account Deposit"); and 

WHEREAS, the Initial Member's pro rata share of such WCR Account Deposit is 

$600,000 (the "Initial Member WCR Account Deposit") and Private Owner's pro rata share of 

such WCR Account Deposit is $400,000 (the "Private Owner WCR Account Deposit"); and 

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

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

sufficiency of which are hereby acknowledged, the Initial Member, the Private Owner and the 

Company hereby agree as follows: 

1. Sale and Assignment; Purchase Price; Funding of Working Capital Reserve; 

Closing. 

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

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

purchases from the Initial Member, all ofthe Initial Member's right, title and interest in and to 

the Transferred LLC Interest for a purchase price of$3,664,747.00 (the "Transferred LLC 

Interest Sale Price"). On the date hereof, in satisfaction of its obligation to pay the Transferred 

LLC Interest Sale Price, the Private Owner shall (i) remit to the Initial Member, by wire transfer 

of immediately available funds, to such account as the Initial Member may direct in writing, an 

amount (the "Purchase Price Payment") equal to the positive difference (if any) between (x) 

the Transferred LLC Interest Sale Price and (y) the sum of (A) the Earnest Money Deposit and 

(B) the Initial Member WCR Account Deposit, and (ii) (x) remit, on behalf of the Initial 

Member, by wire transfer of immediately available funds, an amount equal to the Initial Member 

WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account, 

and (y) remit, on its own behalf, by wire transfer of immediately available funds, an amount 

equal to the Private Owner WCR Account Deposit to the Paying Agent for credit to the Working 

Capital Reserve Account. 

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

Purchase Price Payment, (y) evidence ofthe establishment of the Working Capital Reserve 

Account in accordance with the provisions of Section 3.6 of the Custodial and Paying Agency 

Agreement, and (z) confirmation of receipt ofthe Initial Member WCR Account Deposit and the 

Private Owner WCR Account Deposit by the Paying Agent, (ii) the delivery of the executed LLC 

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

Additional Security (as required by Section 3), (iv) the delivery ofthe completed Asset Value 

Schedule, in the form attached hereto as Exhibit B allocating the Transferred LLC Interest Sale 

Price among the Assets (the "Asset Value Schedule"), which shall be appended to the 

Contribution Agreement as the Asset Value Schedule thereunder, (v) the delivery of the executed 

3 

South CRE 2010-2 

LLC Interest Sale Agreement 

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

the delivery ofthe executed Joinder and Consent Agreement, in the fonn attached hereto as 

Exhibit D, the sale and assignment ofthe Transferred LLC Interest to the Private Owner and the 

closing of the other transactions contemplated hereby (collectively, the "Closing") shall be 

effective. 

2. LLC Operating Agreement. Contemporaneously with the execution and 

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

Initial Member the LLC Operating Agreement. 

3. Additional Security. Contemporaneously with the execution of this Agreement 

and the LLC Operating Agreement, the Private Owner shall, pursuant to the applicable 

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

establish the Private Owner Pledged Account. The Private Owner shall deliver (or cause to be 

delivered) the Additional Security in the amount of $2,500,000, as Qualifying Cash Collateral. 

4. Representations and \Varranties of Private Owner. The Private Owner hereby 

represents and warrants separately to each of the Initial Member and the Company as follows: 

(a) The Private Owner is a "Qualified Transferee," as such term is defined in 

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

such definition is true and correct in all respects as of the date hereof as if set forth herein. 

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

agents by or on behalf of the Private Owner or any Affiliate thereof (including the Sponsor) in 

connection with this Agreement and the transactions contemplated hereby, including, but not 

limited to, the Purchaser Eligibility Certification, the Bid Certification, the Structured 

Transaction Qualification Request, the Bidder Qualification Request and the Structured 

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

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

misleading. 

5. ExcJusivity of Representations. THE TRANSFERRED LLC INTEREST IS 

SOLD "AS IS" AND "WITH ALL FAULTS," WITHOUT ANY REPRESENTATION, 

WARRANTY, GUARANTY OR RECOURSE WHATSOEVER, INCLUDING AS TO ITS 

VALUE (OR THE VALUE, COLLECT ABILITY OR CONDITION OF THE ASSETS HELD 

BY THE COMPANY OR ANY OF THE COLLATERAL FOR SUCH ASSETS), FITNESS 

FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, FITNESS FOR A SPECIFIC 

PURPOSE OR ANY OTHER MATTER, WHETHER EXPRESS OR IMPLIED OR BY 

OPERATION OF LAW OR OTHERWISE, AND THE INITIAL MEMBER SPECIFICALLY 

DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR 

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

TRANSFERRED LLC INTEREST, THE ASSETS, OR THE COLLATERAL SECURING THE 

ASSETS. 

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

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

4 

South CRE 2010-2 

LLC Interest Sale Agreement 

EXECUTION VERSION 
individual), successors and permitted assigns; provided, however, that the Private Owner may 

not assign this Agreement or any of its rights, interests or obligations hereunder. Any purported 

assignment or delegation in violation ofthis Agreement shall be null and void ab initio. 

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

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

assigns. Except for the FDIC (in its corporate capacity), which shall be considered a third party 

beneficiary to this Agreement, there shall be no other third party beneficiaries hereunder. 

8. \Vaivers and Amendments. No amendment or waiver of any provision ofthis 

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

Member, the Private Owner, the Company and the FDIC (in its corporate capacity). 

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

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

Interest, upon the tenns and conditions set forth in this A!:,rreement, the Initial Member's 

liquidated damages, and sole and exclusive remedy, shall be to retain the Earnest Money 

Deposit. The Private Owner and the Initial Member agree that the failure or refusal ofthe Initial 

Member to alter or modify, in any way, the tenns or conditions of this Agreement, the LLC 

Operating Agreement or any Transaction Document shall not constitute fault on the part of the 

Initial Member. The Private Owner shall not be liable for any of the foregoing damages ifthe 

Private Owner is forced to withdraw its bid made pursuant to the Bid Fonn after award as the 

result of a supervisory directive given by the FDIC or any other federal or state financial 

regulatory agency, provided that the Initial Member shall be satisfied that such supervisory 

directive is legally effective. In such event, the Initial Member shall refund the Earnest Money 

Deposit. 

10. · Governing Law. EACH PARTY TO THIS AGREEMENT AGREES AND 

ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS TO BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE 

THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

AGREEMENT TO THE LAW OF ANOTHER JURISDICTION AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. Nothing in this Agreement shall require any unlawful action or inaction by any 

party hereto. 

11. Jurisdiction; Venue and Service. 

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

itself and its Affiliates, hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District ofNew York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any ofits Affiliates 

5 

South CRE 2010-2 

LLC Interest Sale Agreement 

EXECUTION VERSION 
commenced by the Initial Member arising out of, relating to, or in connection with this 


Agreement or any Transaction Document, and waives any right to: 


(A) remove or transfer such suit, action or proceeding to any 


court or dispute-resolution forum (other than the court in which the Initial Member files the 


action, suit or proceeding) without the consent of the Initial Member; 


(B) assert that venue is improper in either the United States 


District Court for the Southern District of New York or the United States District Court for the 


District of Columbia; or 


(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York, County ofNew York, for any suit, action or proceeding against it or any of its 

Affiliates commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Transaction 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 ofthe Initial Member); 

(B) assert that venue is improper in the Supreme Court ofthe 

State ofNew York, County ofNew York; or 

(C) assert that the Supreme Court ofthe State ofNew York, 

County ofNew York is an inconvenient forum; 

(iii) agrees to bring any suit, action or proceeding by it or any of its 

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

Agreement or any Transaction Document (other than the LLC Operating Agreement) 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 dispute-resolution 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 lack 

jurisdiction to hear a suit, action or proceeding falling within Section 11 (a)(iii), to bring that suit, 

action or proceeding in only the Supreme Court of the State 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. 

6 

South CRE 2010-2 

LLC Interest Sale Agreement 

EXECUTION VERSION 
(b) Each ofthe Private Owner and the Company, in each case on behalf of 

itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment 

entered against it in any suit, action or proceeding falling within Section 11 (a) may be enforced 

in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 1l(d), each ofthe Private Owner and 

the Company, in each case on behalf ofitself and its Affiliates, and the Initial Member, hereby 

irrevocably and unconditionally agrees that service of all writs, process and summonses in any 

suit, action or proceeding pursuant to Section 11 (a) or Section 11 (b) may be effected by the 

mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for 

notices pursuant to Section 11 (with copies to such other Persons as specified therein); provided, 

however, that nothing contained in this Section 11 (c) shall affect the right of any party to serve 

process in any other manner permitted by Law. 

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

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

in any way limit the FDIC's right to remove, transfer, seek to dismiss, or otherwise respond to 

any suit, action, or proceeding against the FDIC in any forum. 

12. \Vaiver of Jury Trial. EACH OF THE PRIVATE OWNER AND THE 

COMPANY, FOR ITSELF AND ITS AFFILIATES, AND THE INITIAL MEMBER, HEREBY 

IRREVOCABLY AND UNCONDITIONALLY W AlVES ANY RIGHT IT MAY HAVE TO A 

TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A 

JUDGE SITTING WITHOUT A JURY. 

13. Notices. All notices, requests, demands and other communications required or 

permitted to be given or delivered under or by reason of the provisions of this Agreement shall 

be in writing and shall be given by certified or registered mail, postage prepaid, by delivery by 

hand or by nationally recognized courier service, or by electronic mail, in each case mailed or 

delivered to the applicable address or electronic mail address specified in, or in the manner 

provided in, this Section 13 below. All such notices, requests, demands and other 

communications shall be deemed to be given or made upon the earlier to occur of (i) actual 

receipt (or refusal thereof) by the relevant party hereto and (ii) (A) if delivered by hand or by 

nationally recognized courier service, when signed for (or refused) by or on behalf ofthe 

relevant party hereto; (B) if delivered by mail, when delivered (or refused), and (C) if delivered 

by electronic mail (which form of delivery is subject to the provisions of this paragraph), when 

delivered and capable ofbeing accessed from the recipient's office computer, provided that any 

notice, request, demand or other communication that is received other than during regular 

business hours ofthe recipient shall be deemed to have been given at the opening of business on 

the next Business Day of the recipient. In no event shall a voice mail message be effective as a 

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

new address for purposes of notice to it hereunder by notice to such effect to the other parties 

hereto in the manner set forth in this Section 13. 

If to the Initial Member, to: 

7 

South CRE 2010-2 

LLC Interest Sale Agreement 

EXECUTION VERSION 
Assistant Director for Structured Transactions -Resolutions & Receiverships 

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 

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

c/o Hudson Realty Capital LLC 

250 Park A venue South 

Third Floor 

New York, NY 1 0003 

Attention: Andrew J. Bloom 

Director & General Counsel 

E-mail 

with a copy to: 

Hudson Realty Capital LLC 

250 Park A venue South 

Third Floor 

New York, NY 1 0003 

Attention: Renee Lewis 

E-mail: 

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

number of counterparts, each of which shall be an original and all ofwhich shall together 

constitute one and the same instrument. It shall not be necessary for any counterpart to bear the 

signature of all parties hereto. This Agreement and any amendments hereto, to the extent signed 

and delivered by facsimile or other electronic means, shall be treated in all manner and respects 

as an original agreement and shall be considered to have the same binding legal effect as ifit 

were the original signed version thereof delivered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 

fact that any signature or agreement was transmitted or communicated through the use of a 

facsimile machine or other electronic means as a defense to the formation or enforceability of a 

8 

South CRE 2010-2 

LLC lnterest Sale Agreement 

EXECUTION VERSION 
contract and each such Person forever waives any such defense. 

15. Headings. Paragraph titles or captions contained in this Agreement are inserted 

only as a matter of convenience and for reference and in no way define, limit, extend or describe 

the scope of this Agreement or the intent of any provisions hereof. All Section and paragraph 

references contained herein shall refer to Sections and paragraphs in this Agreement unless 

otherwise specified. 

16. CompJiance with Law; Rules of Construction. Except as otherwise specifically 

provided herein, each party to this Agreement shall, at its own cost and expense, obey and 

comply with all Laws, as they may pertain to such party's performance of its obligations 

hereunder. Section 1 .2 of the Contribution Agreement (Construction) is hereby incorporated by 

reference into this Agreement. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

9 


South CRE 20 I 0-2 

LLC Interest Sale Agreement 

EXECUTION VERSION 
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly 

executed as ofthe date first written above. 

PRIVATE OWNER: 

n-~a1n1'>~ Lewis 

Authorized Signatory 

INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS SEPARATE 

CAP A CITIES AS RECEIVER WITH 

RESPECT TO THE SEPARATE 

RECEIVERSHIPS FOR EACH OF THE 

VARIOUS FAILED FINANCIAL 

INSTITUTIONS LISTED ON 

SCHEDULE I HERETO 

By:_____________ 

Name: Heidi Silverberg 

Title: Attorney-in-Fact 

COMPANY: 

SOUTH CRE VENTURE 2010-2, LLC 

By: Federal Deposit Insurance Corporation, 

in its Separate Capacities as Receiver with 

respect to the Separate Receiverships for 

each ofthe Various Failed Financial 

Institutions listed on Schedule I hereto 

By:______________ 

Name: Heidi Silverberg 

Title: Attorney-in-Fact 

[Signature Page to Limited Liability Company Interest Sale and Assignment Agreement] 

South CRE 2010-2 

LLC Interest Sale Agreement 

EXECUTION VERSION 
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly 

executed as of the date first written above. 

PRIVATE OWNER: 

HRC SVC SOUTH 2010 LLC 

By:_____________ 

Name: 

Title: 

INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS SEPARATE 

CAP A CITIES AS RECEIVER WITH 

RESPECT TO THE SEPARATE 

RECEIVERSHIPS FOR EACH OF THE 

VARIOUS FAILED FINANCIAL 

INSTITUTIONS LISTED ON 

SCHEDULE I HERETO 

By: 

Name: g 

Title: Attorney-in-Fact 

COMPANY: 

SOUTH CRE VENTURE 2010-2, LLC 

By: Federal Deposit Insurance Corporation, 

in its Separate Capacities as Receiver with 

respect to the Separate Receiverships for 

each ofthe Various Failed Financial 

Institutions listed on Schedule I hereto 

By: 

Name: 

Title: Attorney-in-Fact 

[Signature Page to Limited Liability Company Interest Sale and Assignment Agreement] 

South CRE 20 I 0-2 

LLC Interest Sale Agreement 

EXECUTION VERSION 
SCHEDULE I 


List of Failed Financial Institutions 

Bank Name C!!Y State Fund ClosinP Date 

Irwin Union Bank & Trust Company Columbus IN 10120 9/18/2009 

Hillcrest Bank of Florida Naples FL 10131 1012312009 

Republic Federal Bank, N.A. Miami FL 10158 12/11/2009 

Rockbridge Commercial Bank Atlanta GA 10164 12/18/2009 

Florida Community Bank Immokalee FL 10181 1/29/2010 

Broadway Bank Chicago IL 10219 4/23/2010 

The Bank of Bonifay Bonifay FL 10234 5/07/2010 

South CRE 2010-2 

LLC Interest Sale Agreement 

EXECUTION VERSION 
Exhibit A 

Form of LLC Operating Agreement 

South CRE 2010-2 


LLC Interest Sale Agreement 


EXECUTION VERSION 

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF 


SOUTH CRE VENTURE 2010-2, LLC 


South CRE Venture 2010-2 


Initial Limited Liability Company Operating Agreement 


EXECUTION VERSION 

TABLE OF CONTENTS 


Page 


ARTICLE I Certain Definitions ................................................................................................. 1 


1.1. Definitions.............................................................................................................. I 


ARTICLE II Organization of the Company ............................................................................. 3 


2.1. Formation ............................................................................................................... 3 


2.2. Name ...................................................................................................................... 3 


2.3. Registered Office; Chief Executive Office ............................................................ 3 


2.4. Purpose; Duration .................................................................................................. 3 


ARTICLE III Management and Operations of the Company ................................................ 3 


3.1. Management ofthe Company's Affairs ................................................................. 3 


ARTICLE IV Borrowings; Contributions; Other Matters ..................................................... 4 


4.1. Capital Contributions ............................................................................................. 4 


4.2. Interests Uncertificated .......................................................................................... 4 


ARTICLE V Distributions and AJJocations .............................................................................. 5 


5.1. Distributions........................................................................................................... 5 


5.2. A11ocations ........................................ : .................................................................... 5 


ARTICLE VI Accounting and Taxation.................................................................................... 5 


6.1. Fiscal Year ............................................................................................................. 5 


6.2. Taxation ................................................................................................................. 5 


ARTICLE VII Disso]ution and Winding-Up of the Company ................................................ 5 


7.1. Dissolution ............................................................................................................. 5 


7.2. Winding-Up Procedures ......................................................................................... 5 


7.3. Termination ofthe Company ................................................................................. 6 


ARTICLE VIII Manager Liability ............................................................................................ 6 


8.1. Liability of Manager .............................................................................................. 6 


ARTICLE IX MisceJJaneous ......................................................................................•................ 7 


9.1. Entire Agreement ................................................................................................... 7 


9.2. Governing Law ...................................................................................................... 7 


9.3. Waivers and Amendments ..................................................................................... 7 


9.4. Counterparts; Facsimile Signatures ....................................................................... 7 


9.5. Successors and Assigns .......................................................................................... 8 


9.6. Construction ........................................................................................................... 8 


9.7. Severability ............................................................................................................ 9 


Schedule I- List ofVarious Failed Financial Institutions 

Exhibit A- Form ofCertificate ofFormation ofthe Company 

South CRE Venture 2010.2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
SOUTH CRE VENTURE 2010-2, LLC 


LIMITED LIABILITY COMPANY OPERATING AGREEMENT 


THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as the same 


may be amended or modified from time to time in accordance with the terms hereof, this 


"Agreement"), is made and effective as ofDecember 2, 2010, by and between the Federal 


Deposit Insurance Corporation (in any capacity, the "FDIC"), as the Receiver defined below 


(including its successors and assigns hereto, the "Initial Member"), and South CRE Venture 


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


WHEREAS, the FDIC has separately been appointed receiver (in such separate 


capacities as receiver for the separate receiverships, the "Receiver") for each ofthe various 


failed financial institutions listed on Schedule I hereto; and 


WHEREAS, on December 1, 2010, the Initial Member formed the Company as a 


Delaware limited liability company; and 


WHEREAS, the parties desire to set forth herein the terms and conditions that will 


govern the ownership and operation ofthe Company. 


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


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


sufficiency ofwhich are hereby acknowledged, the parties hereto agree as follows: 


ARTICLE I 

Certain Definitions 

1.1. Definitions. For purposes ofthis Agreement, the following terms shall 

have the meanings and definitions hereinafter respectively set forth (terms defined in the singular 

to include the plural and vice versa). 

"Act" shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18­

101 et seq. 

"Affi1iate" shall mean, with respect to any specified Person, (i) any other Person 

directly or indirectly Controlling or Controlled by or under common Control with such specified 

Person, (ii) any Person owning or Controlling ten percent (1 0%) or more of the outstanding 

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

officer, director, general partner, managing member, trustee, employee or promoter of the Person 

specified or any Immediate Family Member of such officer, director, general partner, managing 

member, trustee, employee or promoter, (iv) any corporation, partnership, limited liability 

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

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

ten percent (1 0%) or more ofthe outstanding voting securities, voting equity interests or 

beneficial interests of any Person described in clauses (i) through (iv). 

South CRE Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
"Agreement" shall have the meaning given in the preamble. 

"Certificate" shall have the meaning given in Section 2.1 (a). 

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

"Control" (including the phrases "ControHed by" and "under common Control 

with") when used with respect to any specified Person shall mean the possession, direct or 

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

Person, whether through the ownership of voting securities or interests, by contract or otherwise. 

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

"GAAP" shall mean United States generally accepted accounting principles as in 

effect from time to time. 

"Governmental Authority" shall mean (i) any United States or non-United 

States national, federal, state, local, municipal, provincial or international government or any 

political subdivision of any thereof or (ii) any governmental, regulatory or administrative 

authority, agency or commission, or judicial or arbitral body of any of the foregoing described in 

clause (i). 

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

her spouse, parents, parents-in-law, grandparents, descendants, nephews, nieces, brothers, sisters, 

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

stepchildren, grandchildren (whether natural or adopted) and grandchildren-in-law. 

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

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

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

Authority. 

"Manager" shall have the meaning given in Section 3 .I(a). 

"Person" shall mean any individual, corporation, partnership (general or limited), 

limited liability company, limited liability partnership, firm, joint venture, association, jointstock company, trust, estate, unincorporated organization, governmental or regulatory body or 

other entity. 

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

"Treasury Regulations" shall mean the regulations promulgated by the United 

States Department ofthe Treasury pursuant to and in respect ofprovisions of the Internal 

Revenue Code of 1986, as amended, and all references to sections of the Treasury Regulations 

shall include any corresponding provision or provisions of succeeding, substitute, proposed or 

final Treasury Regulations. 

2 

South CRE Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
ARTICLE II 

Organization of the Company 

2.1. Fonnation. 

(a) On December 1, 2010, the Initial Member caused the Certificate of 

Formation in the form attached as Exhibit A hereto (the "Certificate") to be filed in the office of 

the Secretary of State of the State of Delaware. The Certificate shall not be amended except to 

change the registered agent or office of the Company. 

(b) The Initial Member hereby agrees to be, and is hereby admitted as, 

the sole member ofthe Company. 

2.2. Name. 

(a) The name ofthe Company shall be "South CRE Venture 2010-2, 


LLC". 


(b) The business ofthe Company shall be conducted only under the 

name of the Company or such other name or names that comply with applicable Law as the 

Initial Member may select from time to time. 

2.3. Registered Office; Chief Executive Office. The Company, at its own 

expense, shall maintain a registered office and registered agent in Delaware to the extent 

required by the Act, which office and agent shall be as determined by the Initial Member from 

time to time and which shall be set forth in the Certificate. Initially, the registered office in 

Delaware shall be at, and the name and address of the Company's registered agent in Delaware 

shall be, as specified in the Certificate as originally filed. 

2.4. Purpose; Duration. 

(a) The Company may engage in any lawful business unless a more 

limited purpose is stated in the Certificate. 

(b) Subject to Section 7.1, the Company shall continue in existence 

perpetually. 

ARTICLE Ill 

Management and Operations of the Company 

3.1. Management ofthe Company's Affairs. 

(a) The management of the Company is vested exclusively in the 

manager ofthe Company (the "Manager"). The Initial Member is hereby appointed as the 

Manager. Subject to the terms and conditions ofthis Agreement, the Manager shall have full and 

3 

South CRE Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
exc1usive power and discretion to, and shall, manage the business and affairs ofthe Company in 

accordance with this Agreement. 

(b) No Person dealing with the Company or the Manager shall be 

required to determine, and any such Person may conclusively assume and rely upon, the 

authority of the Manager to execute any instrument or make any undertaking on behalf ofthe 

Company. No Person dealing with the Company or the Manager sha11 be required to determine 

any facts or circumstances bearing upon the existence ofsuch authority. Without limitation of 

the foregoing, any Person dealing with the Company or the Manager is entitled to rely upon a 

certificate signed by the Manager as to: 

(i) the identity ofthe Initial Member; 

(ii) the existence or non-existence of any fact or facts that 

constitute a condition precedent to acts by the Manager or are in any other manner 

germane to the affairs of the Company; 

(iii) the identity of Persons who are authorized to execute and 

deliver any instrument or document of or on behalf ofthe Company; or 

(iv) any act or failure to act by the Company or any other matter 

whatsoever involving the Company or the Initial Member. 

(c) Notwithstanding anything to the contrary contained in this 

Agreement, the parties hereto acknowledge and agree that: 

(i) nothing contained in this Agreement creates any fiduciary 

duty on behalfofthe Initial Member or the Manager; and 

(ii) the Company hereby expressly waives any fiduciary duties 

that may otherwise be deemed to be owed by the Initial Member or the Manager to the 

Company. 

ARTICLE IV 

Borrowings; Contributions; Other Matters 

4.1. Capital Contributions. Except as otherwise expressly provided in this 

Agreement or the Act, the Initial Member shall not be obligated to make any contribution of 

capital to the Company or have any liability for the debts and obligations of the Company. This 

Section 4.1 is in furtherance of, and not in limitation of, Section 18-303(a) ofthe Act. 

4.2. Interests Uncertificated. No certificates shall be issued evidencing the 

membership interest of the Initial Member in the Company. 

4 

South CRE Venture 2010-2 

Initial Limitoo Liability Company Operating Agreement 

EXECUTION VERSION 
ARTICLE V 

Distributions and Allocations 

5.1. Distributions. Subject to applicable Law and any limitations contained 

elsewhere in this Agreement, the Manager may elect from time to time to make distributions to 

the Initial Member. 

5.2. Allocations. All income and loss ofthe Company shall be allocated to the 

Initial Member. 

ARTICLE VI 

Accounting and Taxation 

6.1. Fiscal Year. The books and records ofthe Company shall be kept on an 

accrual basis and the fiscal year of the Company shall commence on January 1 and end on 

December 31. 

6.2. Taxation. The Company shall be treated as an entity that is disregarded as 

an entity separate from its owner for federal income tax purposes pursuant to Treasury 

Regulations Section 301.7701-3. 

ARTICLE VII · 

Dissolution and \Vinding-Up of the Company 

7.1. Dissolution. A dissolution of the Company shall take place upon the first 

to occur ofthe following: 

(i) An election to dissolve the Company made by written 

consent ofthe Initial Member; 

(ii) The entry of a decree ofjudicial dissolution under the Act; 

or 

(iii) Any other event which, under the Act, automatically causes 

dissolution, notwithstanding the provisions of this Section 7 .1. 

7.2. Winding-Up Procedures. If a dissolution of the Company pursuant to 

Section 7.1 occurs, subject to the Company's compliance with its obligations under the 

agreements to which it is a party and the other terms and conditions of this Agreement, the 

Manager shall proceed as promptly as practicable to wind up the affairs of the Company in an 

orderly and businesslike manner. A final accounting shall be made by Manager. As part of the 

winding up ofthe affairs ofthe Company, the following steps will be taken: 

5 

South CRE Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
(a) The assets of the Company shal1 be sold except to the extent that 

some or all ofthe assets of the Company are retained by the Company for distribution to the 

Initial Member as hereinafter provided. 

(b) The Company shall comply with Section 18-804(b) ofthe Act. 

(c) Distributions of the assets ofthe Company after a dissolution of 


the Company shal1 be conducted as fol1ows: 


(i) first, to creditors, including the Initial Member, to the 

extent permitted by Law, in satisfaction ofliabilities of the Company (whether by 

payment or the making ofreasonable provision for payment thereof) other than liabilities 

for which reasonable provision for payment has been made and liabilities for distributions 

to the Initial Member under Section 18-601 of the Act; and 

(ii) next, to the Initial Member. 

7.3. Termination of the Company. Upon the dissolution ofthe Company and 

the completion of the winding up process set forth in Section 7 .2, the Manager (or such other 

Person or Persons as the Act may require or permit) shall cause the cancellation of the Certificate 

and sha11 take (or cause to be taken) such other actions as may be necessary to terminate the 

Company. 

ARTICLE VIII 

Manager Liability 

8.1. Liability ofManager. 

(a) The Manager may rely, and shall be protected in acting or 

refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, 

notice, request, consent, order, bond, debenture or other paper or document reasonably believed 

by it to be genuine and to have been signed or presented by the proper party or parties. 

(b) The Manager may consult with legal counsel, accountants, 

appraisers, management consultants, investment bankers and other consultants and advisers 

selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such 

Persons as to matters that the Manager reasonably believes to be within such Person's 

professional or expert competence shal1 be conclusively presumed to have been done or omitted 

in good faith and in accordance with such opinion. 

(c) The Manager shall not be liable to the Company for its good faith 

reliance on the provisions ofthis Agreement. 

(d) In addition to, and without limitation of, the foregoing, the 

Manager sha11 not have any liability to the Company or the Initial Member on account of any act 

6 

South CRE Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
or omission of the Manager, provided only that this sentence shall not apply in the case of 


intentional fraud. 


(e) The preceding Sections 8.1(a), (b), (c) and (d) are in addition to, 


and without limitation of, Section 3 .1(c). 


ARTICLE IX 

Miscellaneous 

9.1. Entire Agreement. This Agreement constitutes the entire agreement and 

understanding, and supersedes all other prior agreements and understandings, both written and 

oral, between the Initial Member or its Affiliates or any of them and the Company with respect to 

the subject matter hereof. 

9.2. Governing Law. THIS AGREEMENT IS GOVERNED BY AND IS TO 

BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 

EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER 

THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAWS 

OF ANOTHER JURISDICTION AND EACH PARTY TO THIS AGREEMENT 

UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT 

THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS AGREEMENT. In the event 

of a direct conflict between the provisions of this Agreement and any mandatory, non-waivable 

provision of the Act, such provision of the Act shall control to the extent necessary to eliminate 

such direct conflict. Nothing in this Agreement shall require any unlawful action or inaction by 

any Person. 

9.3. Waivers and Amendments. This Agreement may be amended or 

modified, and the terms hereof may be waived, only by a written instrument signed by the Initial 

Member. Except where a specific period for action or inaction is provided herein, no failure on 

the part of the Initial Member to exercise, and no delay on the part of the Initial Member in 

exercising, any right, power or privilege hereunder shall operate as a waiver thereof; nor shall 

any waiver on the part of the Initial Member of any such right, power or privilege, or any single 

or partial exercise of any such right, power or privilege, preclude any other or further exercise 

thereof or the exercise of any other right, power or privilege. For the avoidance of doubt, any 

amendment, modification or waiver of, or in respect of, Section 3.l(c) or Section 8.1 of this 

Agreement shall (unless the Initial Member, specifically in its capacity as Manager, specifically 

shall agree otherwise) be prospective only and not in any way affect the limitations on fiduciary 

duties and liability of the Manager under said sections of this Agreement as in effect 

immediately prior to such amendment, modification or waiver with respect to claims arising 

from or relating to matters occurring, in whole or in part, prior to such amendment, modification 

or waiver, regardless of when such claims may be asserted. 

9.4. Countemarts; Facsimile Signatures. 

7 

South CRE Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
(a) This Agreement may be executed in any number of counterparts, 

each of which shall be an original and all ofwhich shall together constitute one and the same 

instrument. It shall not be necessary for any counterpart to bear the signature of all parties 

hereto. 

(b) This Agreement and any amendments hereto, to the extent signed 

and delivered by facsimile or other electronic means, shall be treated in a11 manner and respects 

as an original agreement and shaJI be considered to have the same binding legal effect as if it 

were the original signed version thereof delivered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 

fact that any signature or agreement was transmitted or communicated through the use of a 

facsimile machine or other electronic means as a defense to the formation or enforceability of a 

contract and each such Person forever waives any such defense. 

9.5. Successors and Assigns. Except as otherwise specifically provided in this 

Agreement, this Agreement shall be binding upon and inure to the benefit of the Initial Member 

and the Company and their respective successors and permitted assigns. This Agreement, as in 

effect on the date that any particular Person shall cease to be the Initial Member, shall continue 

to bind such Person in relation to the period during which it was the Initial Member. 

9.6. Construction. 

(a) Captions. 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 ofthis Agreement or the intent of any provisions hereof. All Section and 

paragraph references contained herein shaJI refer to this Agreement unless otherwise specified. 

(b) References to Persons Exclusive. References to "Affiliates" of a 

specified Person refer to, and include, only other Persons which from time to time constitute 

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

that may have been, but at such time have ceased to be, "Affiliates," of such specified Person, 

except to the extent that any such reference specifically provides otherwise. A reference to the 

Initial Member or other Person, in and ofitself, does not, and shaJI not be deemed to, refer to or 

include any other Person having an interest in the Initial Member or other Person (such as, 

without limitation, any stockholder or member of or partner in the Initial Member, or other 

Person). 

(c) Use of"Or." The term "or".is not exclusive. 

(d) References to Laws. A reference in this Agreement to a Law 

includes any amendment, modification or replacement to such Law. 

(e) Use ofAccounting Terms. Accounting terms used herein shall 

have the meanings assigned to them by GAAP applied on a consistent basis by the accounting 

entity to which they refer. 

8 

South CRE Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
(f) References to Documents. References to any document,· 

instrument or agreement (i) shall be deemed to include all appendices, exhibits, schedules and 

other attachments thereto and all documents, instruments or agreements issued or executed in 

replacement thereof, and (ii) shall mean such document, instrument or agreement, or replacement 

thereof, 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. 

(g) Use of"Herein." Unless otherwise specified, the words "hereof," 

"herein" and "hereunder" and words ofsimilar import when used in this Agreement shall refer to 

this Agreement as a whole and not to any particular provision ofthis Agreement. 

(h) Use of"Including." The words "include" and "including" and 


words of similar import when used in this Agreement are not limiting and shall be construed to 


be followed by the words "without limitation," whether or not they are in fact followed by such 


words. 


(i) Use of"During." The word "during" when used in this Agreement 

with respect to a period oftime shall be construed to mean commencing at the beginning of such 

period and continuing until the end of such period. 

9.7. Severability. Any provision ofthis Agreement which is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) 

or (ii), such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any 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, (x) modify such provision (including without limitation, 

to the extent applicable, by limiting the duration or scope of such provision and/or the Persons 

against whom, and/or the circumstances under which, such provision shall be effective in such 

jurisdiction) for purposes of such proceeding to the minimum extent necessary so that such 

provision, as so modified, may then be enforced in such proceeding and (y) enforce such 

provision, as so modified pursuant to clause (x), in such proceeding. Nothing in this 

Section 9.7(b) is intended to, or shall, limit (1) the ability of any party to this Agreement to 

appeal any court ruling or the effect of any favorable ruling on appeal or (2) the intended effect 

ofSection 9.2. 

[Remainder ofPage Intentionally Left Blank} 

9 

South CRE Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly 

executed as ofthe date first written above. 

PRIVATE OWNER: 

Authorized Signatory 

INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS SEPARATE 

CAPACITIES AS RECEIVER WITH 

RESPECT TO THE SEPARATE 

RECEIVERSHIPS FOR EACH OF THE 

VARlOUS FAILED FINANCIAL 

INSTITUTIONS LISTED ON 

SCHEDULE I HERETO 

By:_____________ 

Name: Heidi Silverberg 

Title: Attorney-in-Fact 

COMPANY: 

SOUTH CRE VENTURE 2010-2, LLC 

By: Federal Deposit Insurance Corporation, 

in its Separate Capacities as Receiver with 

respect to the Separate Receiverships for 

each ofthe Various Failed Financial 

Institutions listed on Schedule I hereto 

By:_____________ 

Name: Heidi Silverberg 

Title: Attorney-in-Fact 

[Signature Page to Limited Liability Company Interest Sale and Assignment Agreement] 

South CRE 2010-2 

LLC Interest Sale Agreement 

EXECUTION VERSION 
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly 

executed as of the date first written above. 

PRIVATE OWNER: 

HRC SVC SOUTH 2010 LLC 

By:______________ 

Name: 

Title: 

INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS SEPARATE 

CAP A CITIES AS RECEIVER WITH 

RESPECT TO THE SEPARATE 

RECEIVERSHIPS FOR EACH OF THE 

VARlOUS FAILED FINANCIAL 

INSTITUTIONS LISTED ON 

SCHEDULE I HERETO 

By: 

Name: 

Title: Attorney-in-Fact 

COMPANY: 

SOUTH CRE VENTURE 2010-2, LLC 

By: Federal Deposit Insurance Corporation, 

in its Separate Capacities as Receiver with 

respect to the Separate Receiverships for 

each ofthe Various Failed Financial 

Institutions listed on Schedule I hereto 

Title: Attorney-in-Fact 

[Signature Page to Limited Liability Company Interest Sale and Assignment Agreement] 

South CRE 2010-2 

LLC Interest Sale Agreement 

EXECUTION VERSION 
SCHEDULE I 


List of Failed Financial Institutions 


Multibank Structured Transaction South CRE 2010-2 


Bank Name C!!Y State Fund Closin2. Date 

Irwin Union Bank & Trust Company Columbus IN 10120 9/18/2009 

Hillcrest Bank ofFlorida Naples FL 10131 10/23/2009 

Republic Federal Bank, N.A. Miami FL 10158 12/11/2009 

Rockbridge Commercial Bank Atlanta GA 10164 12/18/2009 

Florida Community Bank Immokalee FL 10181 1/29/2010 

Broadway Bank Chicago IL 10219 4/23/2010 

The Bank of Bonifay Bonifay FL 10234 5/07/2010 

Il-l 

South CRE Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION