SFR 2010-1
 

REIMBURSEMENT AND SECURITY AGREEMENT
 

BY AND AMONG
 

MULTIBANK 2010-1 SFR VENTURE, LLC,
 

EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO,
 

FEDERAL DEPOSIT INSURANCE CORPORATION,
 

IN ITS CORPORATE CAPACITY AS PURCHASE MONEY NOTE GUARANTOR,
 

FEDERAL DEPOSIT INSURANCE CORPORATION,
 

IN ITS CAPACITY AS RECEIVER FOR THE FAILED BANKS,
 

AS COLLATERAL AGENT,
 

AND
 

FEDERAL DEPOSIT INSURANCE CORPORATION,
 

AS RECEIVER FOR THE FAILED BANKS,
 

AS INITIAL MEMBER
 

Dated as of April 1, 2010
 

FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
TABLE OF CONTENTS
 

ARTICLE I Definitions 1
 

Section 1.1 Definitions................................................................................................... 1
 

Section 1.2 Other Interpretive Provisions ...................................................................... 5
 

ARTICLE II Reimbursement 6
 

Section 2.1 Reimbursement ........................................................................................... 6
 

Section 2.2 Obligations Absolute .................................................................................. 7
 

ARTICLE III Security Interest 7
 

Section 3.1 Granting of Security Interest....................................................................... 7
 

Section 3.2 Mortgage Loan Defaults; Acquisition of Collateral. .................................. 9
 

Section 3.3 Continuing Security Interest ..................................................................... 10
 

Section 3.4 Destruction of Collateral ........................................................................... 11
 

Section 3.5 Releases of Underlying Collateral ............................................................ 11
 

Section 3.6 Financing Statements ................................................................................ 11
 

Section 3.7 Power of Attorney..................................................................................... 11
 

ARTICLE IV Events of Default 12
 

Section 4.1 Events of Default ...................................................................................... 12
 

ARTICLE V Remedies 13
 

Section 5.1 Remedies................................................................................................... 13
 

Section 5.2 Application of Proceeds ............................................................................ 15
 

Section 5.3 Sale of Collateral....................................................................................... 16
 

Section 5.4 No Impairment of Action .......................................................................... 16
 

Section 5.5 Remedies Cumulative; Waiver ................................................................. 17
 

Section 5.6 Waiver of Certain Rights and Remedies................................................... 17
 

ARTICLE VI Guaranty 17
 

Section 6.1 Guaranty.................................................................................................... 17
 

Section 6.2 Right of Contribution ................................................................................ 18
 

Section 6.3 No Subrogation ......................................................................................... 18
 

Section 6.4 Amendments, etc. with Respect to the Secured Obligations .................... 18
 

Section 6.5 Guaranty Absolute and Unconditional...................................................... 19
 

Section 6.6 Reinstatement............................................................................................ 20
 

Section 6.7 Payments ................................................................................................... 20
 

Section 6.8 Information ............................................................................................... 20
 

ARTICLE VII Representations And Warranties 20
 

Section 7.1 Representations and Warranties................................................................ 20
 

ARTICLE VIII Covenants 22
 

Section 8.1 Debtor Accounts ....................................................................................... 22
 

Section 8.2 Grantor Status; Licensing ......................................................................... 22
 

Section 8.3 LLC Operating Agreement ....................................................................... 22
 

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Form of Reimbursement and Security Agreement
 

Pool Nos. 24020 and 24021
 
Section 8.4 Custodian/Paying Agent ........................................................................... 22
 

Section 8.9 Payment of Principal on Purchase Money Note; Reimbursement of
 

Section 8.17 Debtor’s Duty To Advise Collateral Agent and Purchase Money
 

Section 8.5 Compliance with Law ............................................................................... 23
 

Section 8.6 Servicer ..................................................................................................... 23
 

Section 8.7 Certain Restrictions................................................................................... 23
 

Section 8.8 Change in Jurisdiction, Name, Location or Identity ................................. 24
 

Collateral Agent ........................................................................................ 24
 

Section 8.10 Protection of Collateral; Further Assurances ............................................ 24
 

Section 8.11 Guaranties and Mortgages. ....................................................................... 24
 

Section 8.12 Additional Grantors. ................................................................................. 25
 

Section 8.13 Transaction with Affiliates. ...................................................................... 25
 

Section 8.14 Books and Records; Reports; Certifications; Audits. ............................... 26
 

Section 8.15 Insurance ................................................................................................... 29
 

Section 8.16 Recovery of Expenses; Interest................................................................. 30
 

Note Guarantor; Delivery of Certain Notices ........................................... 30
 

Section 8.18 Administration of REO Properties ............................................................ 31
 

Section 8.19 Payment of Purchase Money Note Guaranty Fee. .................................... 31
 

ARTICLE IX Required Consent; Limits Liability 31
 

Section 9.1 Required Consents; Limits Liability ......................................................... 31
 

Section 9.2 Limitation of Liability............................................................................... 32
 

ARTICLE X Release of Collateral 33
 

ARTICLE XI Liquidation of Mortgage Loans and Acquired Property 34
 

Section 11.1 Rights to Liquidate Mortgage Loans and Collateral ................................. 34
 

Section 11.2 Exercise of Rights to Liquidate Mortgage Loans and Collateral.............. 34
 

ARTICLE XII Collateral Agent 34
 

Section 12.1 Appointment and Authorization of Collateral Agent................................ 34
 

Section 12.2 Delegation of Duties ................................................................................. 35
 

Section 12.3 Liability of Collateral Agent ..................................................................... 35
 

Section 12.4 Reliance by Collateral Agent .................................................................... 36
 

Section 12.5 Liability of Collateral Agent ..................................................................... 36
 

Section 12.6 Successor Collateral Agent ....................................................................... 36
 

ARTICLE XIII Miscellaneous 37
 

Section 13.1 Attorney-in-Fact........................................................................................ 37
 

Section 13.2 No Petition ................................................................................................ 37
 

Section 13.3 Reimbursement of Expenses ..................................................................... 37
 

Section 13.4 Termination of Security Interest ............................................................... 37
 

Section 13.5 Indemnification. ........................................................................................ 38
 

Section 13.6 Governing Law ......................................................................................... 39
 

Section 13.7 Jurisdiction, Venue and Service................................................................ 40
 

Section 13.8 Waiver of Jury........................................................................................... 41
 

Section 13.9 Notices ...................................................................................................... 42
 

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Form of Reimbursement and Security Agreement
 

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Section 13.10 Assignment ............................................................................................... 43
 

Section 13.11 Entire Agreement ...................................................................................... 43
 

Section 13.12 Amendments and Waivers ........................................................................ 43
 

Section 13.13 Confidentiality .......................................................................................... 43
 

Section 13.14 Reinstatement............................................................................................ 44
 

Section 13.15 Interpretation; No Presumption................................................................. 44
 

Section 13.16 Severability ............................................................................................... 44
 

Section 13.17 Survival ..................................................................................................... 45
 

Section 13.18 No Third Party Beneficiaries .................................................................... 45
 

Section 13.19 Counterparts; Facsimile Signatures .......................................................... 45
 

Exhibit A Joinder Agreement 

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Form of Reimbursement and Security Agreement
 

Pool Nos. 24020 and 24021
 
REIMBURSEMENT AND SECURITY AGREEMENT 

THIS REIMBURSEMENT AND SECURITY AGREEMENT, effective as of the 1st day 

of April, 2010 (this “Agreement”), is entered into by and among Multibank 2010-1 SFR 

Venture, LLC, a Delaware limited liability company (the “Debtor”), each of the other entities 

that becomes a party hereto pursuant to Section 8.12 (collectively, the “Subsidiary Grantors,” 

and each individually, a “Subsidiary Grantor”; the Subsidiary Grantors together with Debtor, 

collectively, the “Grantors,” and each individually, a “Grantor”), FDIC, as Purchase Money 

Note Guarantor, as Receiver, as Collateral Agent for the Secured Parties (as defined below) (in 

such capacity, together with any successor collateral agent, the “Collateral Agent”), and, solely 

for purposes of Sections 4.1(a), 4.1(c), 5.1(a)(vi) – (ix), 5.1(b), 5.1(c), 5.5, 11.1, 11.2 and 13.6 – 

13.19, the FDIC, as Receiver, as Initial Member under the LLC Operating Agreement referred to 

below (in such capacity, the “Initial Member”). 

WHEREAS, pursuant to that certain Contribution Agreement, dated as of the Closing 

Date, between the Debtor and the Receiver, the Receiver has transferred all of its right, title and 

interest in and to the Mortgage Loans, including equity interests in Ownership Entities and 

certain REO Property (as each such term is defined below), to the Debtor partly as a sale and 

partly as a capital contribution, and in consideration for the transfer of the Mortgage Loans to the 

Debtor to the extent such transfer constitutes a sale, the Debtor has issued to Receiver a Purchase 

Money Note, dated as of the date hereof, in the aggregate principal face amount of 

$137,449,238.00; 

WHEREAS, to provide support for the payment and performance of the Debtor’s 

obligations under the Purchase Money Note, Purchase Money Note Guarantor and the Receiver 

have entered into that certain Purchase Money Note Guaranty, dated as of the date hereof; 

WHEREAS, in connection with the foregoing, each Grantor has agreed to (a) provide 

Collateral Agent, for the benefit of the Secured Parties, with the collateral identified in this 

Agreement and (b) guaranty payment of the Secured Obligations in order to induce the Purchase 

Money Note Guarantor to enter into the Purchase Money Note Guaranty and to secure the 

Debtor’s obligation to reimburse Purchase Money Note Guarantor for any payments made by 

Purchase Money Note Guarantor thereunder; 

NOW, THEREFORE, in consideration of the promises contained in this Agreement and 

for other good and valuable consideration, the receipt and adequacy of which are hereby 

acknowledged, each Grantor, the Purchase Money Note Guarantor, the Collateral Agent and the 

Initial Member agree as follows: 

ARTICLE I
 

Definitions
 

Section 1.1 Definitions. 

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(a) For purposes of this Agreement including the prefatory paragraphs, certain 

terms used in this Agreement shall have the meaning and definitions set forth in the Agreement 

of Common Definitions (as defined below). In addition, for purposes of this Agreement, the 

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

“Agreement of Common Definitions” means that certain agreement of common 

definitions dated as of the Closing Date, by and among the FDIC, as Receiver and Initial 

Member, RoundPoint Ventures I, LLC, as Private Owner, the Debtor, the Purchase Money Note 

Guarantor, the Collateral Agent, Wells Fargo Bank, N.A., a national banking association, as 

Bank, and RoundPoint Mortgage Servicing Corporation, a Florida corporation, as Servicer. 

“Agreement” means this Reimbursement and Security Agreement. 

“Allonge” has the meaning given in Section 3.1 of this Agreement. 

“Assignment of Mortgage” means, with respect to each Mortgage Loan, a 

collateral assignment of the mortgage, deed of trust, trust deed, deed to secure debt or other 

security agreement securing such Mortgage Loan (each an “Underlying Mortgage”) or an 

assignment in blank of such Underlying Mortgage, in each case in form suitable for recording in 

the appropriate public records and otherwise in form reasonably satisfactory to the Collateral 

Agent. 

“Closing” means the consummation of the transactions contemplated in the 

Transferred LLC Interest Sale Agreement. 

“Collateral” has the meaning given in Section 3.1 of this Agreement. 

“Collateral Documents” means, collectively, this Agreement, the Account 

Control Agreements, any REO Mortgages, the Custodial and Paying Agency Agreement and 

each of the other agreements, instruments or documents that creates or purports to create a Lien 

or guaranty in favor of the Collateral Agent for the benefit of the Secured Parties. 

“Controlling Party” means the Purchase Money Note Guarantor. 

“Custodian/Paying Agent” means Wells Fargo Bank, N.A., and any successor 

custodian/paying agent that is a Qualified Custodian. 

“Debtor” has the meaning given in the introductory paragraph to this Agreement. 

“Debtor Accounts” means, collectively the Collection Account, the Distribution 

Account, and the Liquidity Account. 

“Default” means any event or condition that constitutes an Event of Default or 

that, with the giving of any notice, the passage of time, or both, would constitute an Event of 

Default. 

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“Event of Default” means each of the “Events of Default” described in Section 

4.1 of this Agreement. 

“Grantor” and “Grantors” have the meanings set forth in the introductory 

paragraph of this Agreement. 

“Guaranty” means, with respect to any particular indebtedness or other 

obligation, (i) any direct or indirect guaranty thereof by a Person other than the obligor with 

respect to such indebtedness or other obligation or any transaction or arrangement intended to 

have the effect of directly or indirectly guarantying such indebtedness or other obligation, 

including without limitation any agreement by a Person other than the obligor with respect to 

such indebtedness or other obligation (A) to pay or purchase such indebtedness or other 

obligation or to advance or supply funds for the payment or purchase of such indebtedness or 

other obligation, (B) to purchase, sell or lease (as lessee or lessor) property of, to purchase or sell 

services from or to, to supply funds to or in any other manner invest in, the obligor with respect 

to such indebtedness or other obligation (including any agreement to pay for property or services 

of the obligor irrespective of whether such property is received or such services are rendered), 

primarily for the purpose of enabling the obligor to make payment of such indebtedness or other 

obligation or to assure the holder or other obligee of such indebtedness or other obligation 

against loss, or (C) otherwise to assure the obligee of such indebtedness or other obligation 

against loss with respect thereto, or (ii) any grant (or agreement in favor of the obligee of such 

indebtedness or other obligation to grant such obligee, under any circumstances) by a Person 

other than the obligor with respect to such indebtedness or other obligation of a security interest 

in, or other Lien on, any property or other interest of such Person, whether or not such other 

Person has not assumed or become liable for the payment of such indebtedness or other 

obligation. 

“Guaranteed Obligations” has the meaning given in the Purchase Money Note 

Guaranty. 

“Indebtedness” means, as applied to any Person, without duplication, (i) all 

indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the 

deferred purchase price of property or services (excluding trade payables arising in the ordinary 

course of business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or 

other similar instruments, (iv) all indebtedness created or arising under any conditional sale or 

other title retention agreement with respect to property acquired by such Person (even though the 

rights and remedies of the seller or lender under such agreement in the event of default are 

limited to repossession or sale of such property), (v) all obligations of such Person as lessee 

under leases that have been or should be, in accordance with GAAP, recorded as capitalized 

leases, or (vi) all indebtedness or obligations of others of the kinds referred to in clauses (i) 

through (v) above in respect of which such Person has entered into or issued any Guaranty. 

“Indemnified Parties” has the meaning given in Section 13.5(a) of this 

Agreement. 

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Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
“Indemnification Losses” has the meaning given in Section 13.5(a) of this 

Agreement. 

“Intellectual Property” means all United States or foreign intellectual and 

similar property of every kind and nature, including, without limitation, inventions, designs, 

patents, copyrights, trademarks, trade secrets, confidential or proprietary and technical and 

business information, know-how, show-how or other data or information, software and databases 

and all embodiments or fixations thereof and related documentation, registrations and franchises, 

and any license of any of the foregoing, and all additions, improvements and accessions to, and 

books and records describing or used in connection with, any of the foregoing and all rights to 

sue at law or in equity for any infringement or other violation thereof, including the right to 

receive all proceeds and damages therefrom. 

“NY UCC” means the Uniform Commercial Code as in effect on the date hereof 

in the State of New York, as amended from time to time, and any successor statute. 

“Perfection Requirement” has the meaning given in Section 7.1(e) of this 

Agreement. 

“Proceedings” means any suit in equity, action at law or other judicial or 

administrative proceeding. 

“Purchase Money Note” has the meaning given in the Agreement of Common 

Definitions and shall include any promissory note issued to refinance a Purchase Money Note in 

accordance with Section 2.8 of the Custodial and Paying Agency Agreement. 

“Qualified Custodian” means any Person that (i) is a bank, trust company or title 

insurance company subject to supervision and examination by any federal or state regulatory 

authority, (ii) is experienced in providing services of the type required to be performed by the 

Custodian/Paying Agent under the Custodial and Paying Agency Agreement, (iii) is qualified 

and licensed to do business in each such jurisdiction to the extent required unless and to the 

extent the failure to be so qualified or licensed will not have a material adverse effect on the 

Custodian/Paying Agent or the ability of the Custodian/Paying Agent to perform its obligations 

under the Custodial and Paying Agency Agreement, (iv) is not prohibited from exercising 

custodial powers in any jurisdiction in which the Custodial Documents are or will be held, (v) 

has combined capital and surplus of at least $50,000,000 as reported in its most recent report of 

condition, (vi) has the facilities to safeguard the Mortgage Loan Documents and other Custodial 

Documents as required by the Custodial and Paying Agency Agreement, (vii) is not an Affiliate 

of the Debtor or the Servicer and (viii) is acceptable to and approved by Collateral Agent (such 

approval not to be unreasonably withheld, delayed or conditioned). 

“Related Entities” has the meaning given in Section 13.5(a) of this Agreement. 

“REO Mortgage” means, with respect to each REO Property, a mortgage, deed 

of trust, trust deed or deed to secure debt securing the Secured Obligations in form suitable for 

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Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
recording in the appropriate public records and otherwise in form and substance satisfactory to 

the Collateral Agent (which REO Mortgage may, if the Underlying Mortgage on the applicable 

REO Property has not been discharged and if the Collateral Agent agrees, consist of such 

Underlying Mortgage, as assigned to the Collateral Agent and including such modifications 

thereto as the Collateral Agent may require). 

“Sale” has the meaning given in Section 5.3 of this Agreement. 

“Secured Obligations” means the Guaranteed Obligations and all obligations of 

Grantors pursuant to this Agreement (including specifically the obligations pursuant to Sections 

2.1 and 8.9). 

“Secured Parties” means, collectively, the Collateral Agent, each co-agent or 

sub-agent appointed by the Collateral Agent from time to time pursuant to this Agreement and 

the Purchase Money Note Guarantor. 

“Site Assessment” has the meaning given in Section 3.2(b) of this Agreement. 

“Subsidiary Grantor” and “Subsidiary Grantors” have the meanings given in 

the introductory paragraph to this Agreement. 

Agreement. 

“Successor Servicer” has the meaning given in Section 5.1(a)(vi) of this 

Agreement. 

“Third Party Claim” has the meaning given in Section 13.5(a) of this 

“Underlying Mortgage” has the meaning specified in the definition of 

“Assignment of Mortgage.” 

(b) UCC Terms. The following terms have the meanings given to them in the 

UCC and terms used herein without definition that are defined in the UCC have the meanings 

given to them in the UCC (such meanings to be equally applicable to both the singular and plural 

forms of the terms defined): “account”, “chattel paper”, “commercial tort claim”, “deposit 

account”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, 

“investment property”, “letter-of-credit right”, “proceeds”, “security” and “supporting 

obligation”. 

Section 1.2 Other Interpretive Provisions. With reference to this Agreement and each 

other Collateral Document, unless otherwise specified herein or in such other Collateral 

Document: 

(a) References to “Affiliates” include, with respect to any specified Person, 

only such 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 

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Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
have ceased to be, “Affiliates” of such specified Person, except to the extent that any such 

reference specifically provides otherwise. 

(b) The term “or” is not exclusive. 

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

replacement to such Law. 

(d) References to any document, instrument or agreement (including this 

Agreement) (a) shall be deemed to include all appendices, exhibits, schedules and other 

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

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

thereto, as amended, modified and supplemented from time to time in accordance with its terms 

and as the same is in effect at any given time. 

(e) Unless otherwise specified, the words “hereof,” “herein” and “hereunder” 

and words of similar import shall refer to this Agreement as a whole and not to any particular 

provision of this Agreement. 

(f) The words “include” and “including” and words of similar import are not 

limiting, and shall be construed to be followed by the words “without limitation,” whether or not 

they are in fact followed by such words. 

(g) The word “during” when used with respect to a period of time shall be 

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

such period. 

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

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

be deemed to include the personal pronoun of the appropriate gender. 

ARTICLE II
 

Reimbursement
 

Section 2.1 Reimbursement. In accordance with Section 8.9, the Debtor agrees to pay 

to the Purchase Money Note Guarantor on the Distribution Date following any payment by 

Purchase Money Note Guarantor with respect to the Guaranteed Obligations, the amount of such 

payment (provided, however, that any such payment by the Purchase Money Note Guarantor 

occurring after the Determination Date immediately preceding such Distribution Date shall be 

payable on the second Distribution Date following such payment) payable in accordance with 

Section 5.1 of the Custodial and Paying Agency Agreement at a rate per annum equal to the 

Purchase Money Note Interest Rate). All payments by the Debtor to the Purchase Money Note 

Guarantor hereunder shall be made free and clear of set-off or counterclaim in lawful currency of 

the United States and in immediately available funds. 

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Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
Section 2.2 Obligations Absolute. The obligations of the Debtor pursuant to this 

Agreement shall be absolute, unconditional and irrevocable, and shall be discharged strictly in 

accordance with the terms set forth herein, under all circumstances whatsoever, including, 

without limitation, the following circumstances: 

(a) any lack of validity or enforceability of this Agreement, the Purchase 

Money Note, the Purchase Money Note Guaranty, or any other agreement or instrument relating 

thereto; 

(b) any amendment or waiver of or any consent to departure from all or any of 

the provisions of this Agreement, the Purchase Money Note or the Purchase Money Note 

Guaranty; 

(c) the existence of any claim, setoff, defense or other right that the Debtor 

may have at any time against Purchase Money Note Guarantor, Receiver or any other Person, 

whether in connection with this Agreement, the Purchase Money Note, or any unrelated 

transaction; 

(d) payment by the Purchase Money Note Guarantor pursuant to the Purchase 

Money Note Guaranty against demand of the Receiver that does not comply with the terms of the 

Purchase Money Note Guaranty; and 

(e) any other act or omission to act or delay of any kind by the Purchase 

Money Note Guarantor or any other Person or any other event or circumstance whatsoever that 

might, but for the provisions of this Section, constitute a legal or equitable discharge of or 

defense to the Debtor’s obligations hereunder. 

ARTICLE III
 

Security Interest
 

Section 3.1 Granting of Security Interest. To secure Debtor’s payment and 

performance of the Secured Obligations and each Subsidiary Grantor’s guaranty of payment of 

the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages 

and grants to the Secured Parties, subject to the terms of this Agreement and the Purchase Money 

Note (and any substitute purchase money note that may be issued), a continuing security interest 

in, lien on and right of setoff against all of its right, title and interest in and to all accounts, 

chattel paper, deposit accounts, documents (as defined in the UCC), equipment, fixtures, general 

intangibles, Intellectual Property, instruments, Insurance, inventory, investment property, letterof-credit rights, money (as defined in the UCC) and other personal property and any supporting 

obligations related thereto, in each case, whether now owned or hereafter acquired, regardless of 

whether such property is in the future subdivided into one or more groups to separately secure 

Debtor’s and each Subsidiary Grantor’s obligations hereunder, including: 

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thereto; 

(a) the Mortgage Loans, including all future advances made with respect 

(b) the Mortgage Loan Documents; 

(c) all amounts payable to such Grantor pursuant to the Mortgage Loan 

Documents and all obligations owed to such Grantor in connection with the Mortgage Loans and 

the Mortgage Loan Documents; 

(d) all Underlying Collateral, including all Acquired Property; 

(e) all claims, suits, causes of action and any other right of such Grantor, 

whether known or unknown, against a Borrower, any Obligor or other 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; 

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

account of such Grantor under the Mortgage Loans, including all distributions received through 

redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of 

a Borrower, Obligor or other 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; 

(g) the Debtor Accounts and any other accounts established by the Debtor 

pursuant to the Custodial and Paying Agency Agreement, and all amounts on deposit therein; 

(h) the equity interests in all Ownership Entities; 

(i) all of such Grantor’s right, title and interest in and to all insurance 

policies; and 

(j) 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 and products (all of the foregoing 

property described in this Section 3.1, the “Collateral”). 

This grant of a security interest in the Collateral is expressly intended to remain in full force and 

effect from the date hereof until the Secured Obligations, as such may be modified in connection 

with the amendment of this Agreement, the Purchase Money Note Guaranty or any Ancillary 

Document, have been satisfied in full. 

All of the Notes and other Custodial Documents shall be held by the Custodian/Paying Agent as 

set forth in Section 8.4 (except and to the extent the same are permitted to be removed from the 

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Pool Nos. 24020 and 24021 
Custodian/Paying Agent’s possession as provided in the Custodial and Paying Agency 

Agreement). The Collateral Agent shall retain possession of the Notes and other Custodial 

Documents with respect to the Mortgage Loans until such time as the Debtor retains the 

Custodian/Paying Agent pursuant to the provisions of Section 8.4 and, at such time, shall cause 

the Custodian/Paying Agent to take possession of the Notes and other Custodial Documents with 

respect to the Mortgage Loans on behalf of Collateral Agent. The Debtor shall deliver to the 

Collateral Agent within sixty (60) days after the Closing Date, (x) for each Mortgage Loan, an 

allonge, endorsed in blank, and executed by the Debtor (an “Allonge”), and (y) for each 

Mortgage Loan, a Mortgage Assignment, in blank, and executed by the Debtor. Such allonges 

and Mortgage Assignments shall be held by the Custodian/Paying Agent with the Notes and 

other Custodial Documents. Reasonable and customary expenses paid to third parties actually 

incurred by the Debtor in preparing and delivering such allonges and Mortgage Assignments 

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

Agreement. The Collateral Agent may use the allonge to effect the endorsement of a Note or the 

Mortgage Assignment to effect the assignment of a mortgage to the Collateral Agent at any time 

if an Event of Default occurs and is continuing. 

Section 3.2 Mortgage Loan Defaults; Acquisition of Collateral. 

(a) Discretion of the Debtor in Responding to Defaults of a Borrower. Upon 

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

the other terms and conditions of this Agreement, the Debtor shall cause to be determined the 

response to such default and course of action with respect to such default, including (i) the 

selection of attorneys to be used in connection with any action, whether judicial or otherwise, to 

protect the respective interests of the Debtor and the Collateral Agent in the applicable Mortgage 

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

and the acceleration of the maturity of the Mortgage Loan, (iii) the institution of proceedings to 

foreclose the Mortgage Loan Documents securing the Mortgage Loan pursuant to the power of 

sale contained therein or through a judicial action, (iv) the institution of proceedings against any 

Obligor, (v) the acceptance of a deed in lieu of foreclosure, (vi) the purchase of the real property 

Underlying Collateral at a foreclosure sale or trustee’s sale or the purchase of the personal 

property Underlying Collateral at a Uniform Commercial Code sale, and (vii) the institution or 

continuation of proceedings to obtain a deficiency judgment against such Borrower or any 

Obligor. 

(b) Acquisition of Collateral. Nothing in this Section 3.2 or anything else in 

this Agreement shall be deemed to affirmatively require any Grantor to cause to be acquired all 

or any portion of any Underlying Collateral with respect to which there exists any Environmental 

Hazard. Except as otherwise directed by the Debtor, the Debtor shall not permit the Servicer or 

any Subservicer to acquire or otherwise cause the Company or any subsidiary or other entity in 

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

having any actual or threatened Environmental Hazard known to the Debtor by foreclosure, deed 

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

otherwise. 

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Form of Reimbursement and Security Agreement 

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Prior to acquisition of title to any commercial Underlying Collateral (whether by 

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

Commercial Code, or otherwise), the Debtor shall, and prior to the acquisition of title to any 

residential Underlying Collateral (whether by foreclosure, deed in lieu of foreclosure, by power 

of sale or by sale pursuant to the Uniform Commercial Code, or otherwise), the Debtor may 

cause to be commissioned with respect to such Underlying Collateral either (i) a Transaction 

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

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

environmental audits using customary industry standards as would customarily be undertaken or 

obtained by a prudent lender in order to ascertain whether there are any actual or threatened 

Environmental Hazards (a “Site Assessment”), and the cost of such Site Assessment shall be 

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

any Affiliate of the Debtor, or any Affiliate of the Servicer or any Subservicer. 

If title to any Underlying Collateral with respect to which there exists any Environmental 

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

sale pursuant to the Uniform Commercial Code, or otherwise, title to such Underlying Collateral 

shall be taken and held in the name of an Ownership Entity, whether already in existence or 

formed by the Debtor for such purpose, provided that each Ownership Entity may only hold title 

to a single property constituting Underlying Collateral with respect to which there exists any 

Environmental Hazard. The purposes of the Ownership Entity shall be to hold the Acquired 

Property pending sale, to complete construction of such Acquired Property and to operate the 

Acquired Property as efficiently as possible in order to minimize financial loss to the Debtor and 

the Collateral Agent and to sell the Acquired Property as promptly as practicable in a way 

designed to minimize financial loss to the Debtor and the Collateral Agent, in each case, in 

conformity with any applicable Business Plan. 

(c) REO Property. If title to any REO Property is to be acquired by the 

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

Uniform Commercial Code, or otherwise, title to such REO Property shall be taken and held in 

the name of one or more Ownership Entities, whether already in existence or formed by the 

Debtor for such purpose. The Debtor shall be the sole member of any Ownership Entity. The 

purposes of the Ownership Entity shall be to hold the REO Property pending sale, to complete 

construction of such REO Property and to operate the REO Property as efficiently as possible in 

order to minimize financial loss to the Debtor and the Collateral Agent and to sell the REO 

Property as promptly as practicable in a way designed to minimize financial loss to the Debtor 

and the Collateral Agent, in each case, in conformity with any applicable Business Plan. 

Section 3.3 Continuing Security Interest. This Agreement shall create a continuing 

security interest in any and all of the Collateral and shall remain in full force and effect until the 

termination of the Purchase Money Note Guaranty in accordance its terms and the satisfaction 

and discharge of all Secured Obligations in full. It is the intent of each Grantor and the 

Collateral Agent to create a continuing, perfected first priority security interest in the Collateral 

for the benefit of the Secured Parties. The release of the security interest in any or all of the 

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
Collateral, the taking or acceptance of additional security, or the resort by the Collateral Agent to 

any security it may have in any order it may deem appropriate, shall not affect the liability of any 

Person on the Secured Obligations secured hereby or the security interest and Lien granted 

hereby (other than in respect of the released Collateral). 

Section 3.4 Destruction of Collateral. No injury to, or loss or destruction of, the 

Collateral or any part thereof shall relieve any Grantor of any of its obligations hereunder or any 

of the Secured Obligations. 

Section 3.5 Releases of Underlying Collateral. Each Grantor is authorized to cause 

the release or assignment of any Lien granted to or held by such Grantor on any Underlying 

Collateral, solely to the extent necessary, (a) upon a final, nonappealable order of a court of 

competent jurisdiction permitting or directing disposition thereof, (b) upon payment of any 

Mortgage Loan in full and satisfaction in full of all of the secured obligations with respect to a 

Mortgage Loan or upon receipt of a discounted payoff as payment in full of a Mortgage Loan, (c) 

as is necessary in connection with the foreclosure on a Mortgaged Property, acceptance of a deed 

in lieu thereof or modification or restructuring of the terms thereof, (d) in connection with such 

Grantor’s sale of a Mortgage Loan or any Underlying Collateral or (e) in the case of 

condominium units, individual land parcels and similar portions of the Underlying Collateral, as 

are permitted in, and to the extent required by, the applicable Mortgage Loan Documents; 

provided, however, that any such transaction is consistent with the Business Plan and the 

proceeds of such sale or disposition are applied in accordance with the priority of payments set 

forth in Section 5.1 of the Custodial and Paying Agency Agreement and the other terms thereof. 

Section 3.6 Financing Statements. Each Grantor hereby irrevocably authorizes, and 

ratifies and retroactively authorizes any filing made on or prior to the date hereof, the filing, at 

any time and from time to time, of any financing statements or continuation statements, and 

amendments to such financing statements or any similar document in such jurisdictions and with 

such filing offices as the Collateral Agent may determine are necessary or advisable to perfect 

the security interest granted to it hereunder. Such financing statements may indicate the 

Collateral as all assets of such Grantor or words of similar effect as being of any equal or lesser 

scope or with greater detail or in any other manner as the Collateral Agent may determine is 

necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral 

granted to Collateral Agent herein pursuant to the terms hereof. 

Section 3.7 Power of Attorney. Each Grantor hereby irrevocably appoints the 

Collateral Agent its lawful attorney-in-fact, with full authority in the place and stead of such 

Grantor and in the name of such Grantor, the Collateral Agent or otherwise, and with full power 

of substitution in the premises (which power of attorney, being coupled with an interest, is 

irrevocable for so long as this Agreement shall be in effect), from time to time in the Collateral 

Agent’s discretion, following a failure by the Debtor to satisfy promptly its obligations pursuant 

to Section 3.1, Section 3.2, Section 4.10 or Section 4.11 of the Contribution Agreement as it 

relates to the preparing, furnishing, executing and/or recording of all relevant Transfer 

Documents and other documents as might be reasonably necessary to satisfy the transfer and 

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
recording obligations of the Debtor pursuant to Section 3.1, Section 3.2, Section 4.10 or Section 

4.11, to execute, furnish and record all relevant Transfer Documents and other documents as 

might be reasonably necessary to satisfy such transfer and recording obligations of the Debtor. 

ARTICLE IV
 

Events of Default
 

Section 4.1 Events of Default. Any one of the following events (whatever the 

reason for such Event of Default and whether it shall be voluntary or involuntary or be effected 

by operation of law or pursuant to any judgment, decree or order of any court or any order, rule 

or regulation of any administrative or governmental body) shall constitute an “Event of Default” 

hereunder: 

(a) the receipt by the Debtor or Private Owner or Manager, as 

applicable, from the Initial Member of notice of the occurrence and continuance beyond any 

applicable cure periods of an “Event of Default” (pursuant to and as defined in the LLC 

Operating Agreement); or 

(b) any material breach of a representation or warranty made by the 

Debtor in this Agreement, which remains unremedied for a period of thirty (30) days or more 

after the date on which written notice of such breach requiring the same to be remedied shall 

have been given to the Debtor; or 

(c) the failure of the Debtor or the Manager to cause the liquidation of 

the Mortgage Loans and any Acquired Property in accordance with Section 11.2 upon the 

exercise of the rights of Initial Member and the Purchase Money Note Guarantor in Section 11.1; 

or 

(d) any failure by the Debtor to cause the payment of any fees and 

expenses of the Custodian/Paying Agent when due, which failure continues unremedied for a 

period of thirty (30) days or more after the date on which written notice of such failure requiring 

the same to be remedied shall have been given to the Debtor; or 

(e) any failure of the Debtor to pay in full on any three (3) Distribution 

Dates occurring in a twelve (12) month period the interest due and accrued on the Purchase 

Money Note through and including the Determination Date immediately preceding each such 

Distribution Date; or 

(f) any amount payable under Section 2.1 or Section 8.19 of this 

Agreement (including interest accrued through and including the Determination Date 

immediately preceding the Distribution Date on which such amount becomes payable) is not 

paid in full for any three (3) Distribution Dates occurring in a twelve (12) month period; or 

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
(g) any payment by the Secured Parties of the Loan Parity Obligation; 

or 

(h) any other failure (other than those specified in any of subsections 

(a) through (g) above) on the part of the Debtor duly to observe or perform in any material 

respect any other covenants or agreements on the part of the Debtor contained in this Agreement 

(including any obligations imposed upon any Servicer or Subservicer but excluding any failure 

to pay any amount payable pursuant to Section 2.1), which continues unremedied for a period of 

thirty (30) days or more after the date on which written notice of such failure requiring the same 

to be remedied shall have been given to the Debtor; provided, however, that in the case of a 

failure that cannot be cured within thirty (30) days, the cure period shall be extended for an 

additional thirty (30) days if the Debtor can demonstrate to the reasonable satisfaction of the 

Purchase Money Note Guarantor that the Debtor is diligently pursuing remedial action. 

ARTICLE V 

Remedies 

Section 5.1 Remedies. 

(a) If an Event of Default shall have occurred and be continuing: 

(i) The Purchase Money Note Guarantor may cause the Holders (as 

such term is defined in the Purchase Money Note) to declare the Purchase Money Note to be 

immediately due and payable, by a notice in writing to the Debtor, and upon any such declaration 

the unpaid principal amount of the Purchase Money Note, together with all other accrued and 

unpaid amounts in respect thereof through the date of acceleration, shall become immediately 

due and payable; provided, however, that with respect to an Event of Default due to the 

occurrence of any Insolvency Event (without regard to any cure period other than as may be 

provided for in the definition of Insolvency Event) with respect to the Debtor, the unpaid 

principal amount of and such amounts in respect of the Purchase Money Note shall automatically 

become immediately due and payable; 

(ii) The Purchase Money Note Guarantor may institute Proceedings for 

the collection of all amounts then payable by the Debtor pursuant to Section 2.1 of this 

Agreement and the Collateral Agent may institute Proceedings for the collection of all other 

amounts then payable by the Debtor pursuant to this Agreement, whether by declaration or 

otherwise, enforce any judgment obtained, and collect from the Debtor moneys adjudged due; 

(iii) The Collateral Agent may institute Proceedings from time to time 

for the complete or partial foreclosure of the Collateral or collateral pursuant to any other 

Collateral Document; 

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
(iv) The Collateral Agent may exercise any remedies of a secured party 

under the NY UCC and take any other appropriate action to protect and enforce the rights and 

remedies of the Collateral Agent; 

(v) The Collateral Agent may sell the Collateral or any portion thereof 

or rights or interest therein; 

(vi) If an “Event of Default” pursuant to and as defined in the LLC 

Operating Agreement has occurred, the Purchase Money Note Guarantor may direct the Initial 

Member to exercise its right, and Initial Member shall exercise such right, pursuant to the LLC 

Operating Agreement to terminate the Servicer (and any Subservicer) and cause the Manager to 

enter into a new Servicing Agreement with a servicer (a “Successor Servicer”) selected by the 

Initial Member (in its sole and absolute discretion); 

(vii) If an “Event of Default” pursuant to and as defined in the LLC 

Operating Agreement has occurred, the Purchase Money Note Guarantor may direct the Initial 

Member to exercise its right, and Initial Member shall exercise its right, pursuant to the LLC 

Operating Agreement to terminate the existing Manager and appoint a new Manager selected by 

the Initial Member (in its sole and absolute discretion); 

(viii) The Initial Member may institute Proceedings from time to time 

for the complete or partial foreclosure of any equity interests in the Debtor that have been 

pledged to Initial Member pursuant to the LLC Operating Agreement to secure Debtor’s 

obligations thereunder; and 

(ix) If an “Event of Default” pursuant to and as defined in the LLC 

Operating Agreement has occurred, the Purchase Money Note Guarantor may direct the Initial 

Member to exercise its right, and the Initial Member shall exercise its right, pursuant to the LLC 

Operating Agreement, to require the Private Owner to sell its equity interest to the Initial 

Member or its designee for fair market value in accordance with Section 3.14 of the LLC 

Operating Agreement. 

(b) Appointment of Successor Servicer. If the Initial Member exercises its 

right to appoint a Successor Servicer pursuant to Section 5.1(a)(vi), the costs and expenses 

associated with such Successor Servicer (including any servicing fees) shall be borne by the 

Manager (and not Initial Member or the Debtor), and no termination or other fee shall be due to 

Manager or the Servicer or any Subservicer in connection with or as a result of any such action. 

All authority and power of the Manager to act with respect to the terminated Servicer shall pass 

to and be vested in the Initial Member pursuant to this Article V and, without limitation, the 

Initial Member is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute 

and deliver, on behalf of and at the expense of the Manager, any and all documents and other 

instruments and to do or take any and all acts necessary or appropriate to effect the termination 

of the Servicer and the replacement of the Servicer with a Successor Servicer. 

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Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
(c) Cooperation to Facilitate Transfer. In any event, if a Servicer or 

Subservicer is terminated pursuant to the provisions of this Article V, Manager shall, and shall 

cause any Servicer (and any Subservicer) to, provide the Initial Member and the Purchase Money 

Note Guarantor and any successor Servicer in a timely manner with all documents, records and 

data (including electronic documents, records and data) requested by the Initial Member, the 

Purchase Money Note Guarantor or any Successor Servicer to enable it and any Successor 

Servicer to assume the responsibilities as servicer, and to cooperate with the Initial Member and 

the Purchase Money Note Guarantor in effecting the termination of any Servicer (or 

Subservicer), including (i) the transfer within one (1) Business Day of all cash amounts that, at 

the time, shall be or should have been credited to the Collection Account or are thereafter 

received with respect to any Mortgage Loans or Acquired Property, (ii) the transfer of all 

lockbox accounts with respect to which payments or other amounts with respect to the Mortgage 

Loans are directed or the redirection of all such payments and other amounts to such account as 

the Initial Member or the Purchase Money Note Guarantor might specify, and (iii) the 

assignment to Collateral Agent of the right to access all such lockbox accounts, the Debtor 

Accounts and any other account into which Mortgage Loan Proceeds or Borrower escrow or 

other payments are deposited or held; provided, however, that the documents, records and data 

delivered by the Servicer (and any Subservicer) to the Initial Member and the Purchase Money 

Note Guarantor and any successor Servicer pursuant to this Section 5.1(c) shall be limited to 

those documents in such Servicer’s possession at the time of such transfer or which the Servicer 

acquires thereafter and shall not include or be deemed to include any documents, records or data 

in the possession of the Custodian/Paying Agent. The Manager shall be liable for all costs and 

expenses incurred by the Initial Member, the Purchase Money Note Guarantor and the Collateral 

Agent (I) associated with the complete transfer of the servicing data, (II) associated with the 

completion, correction or manipulation of servicing data as may be required to correct errors or 

insufficiencies in the servicing data to enable the Collateral Agent and any successor Servicer 

(and any Subservicer) to service the Mortgage Loans and Acquired Property properly and 

effectively, and (III) to retain and maintain the services of a Successor Servicer (and any 

Subservicer). Within a reasonable time after receipt of a written request of the Manager for the 

same, the Initial Member, the Purchase Money Note Guarantor and the Collateral Agent shall 

provide reasonable documentation evidencing such costs and expenses. 

Section 5.2 Application of Proceeds. If the Collateral Agent collects any money or 

property pursuant to Section 5.1 of this Agreement, it shall pay out the money in the order set 

forth in Section 5.1 of the Custodial and Paying Agency Agreement, notwithstanding anything in 

the Purchase Money Note, the Purchase Money Note Guaranty, the Servicing Agreement or the 

Contribution Agreement to the contrary. 

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Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
Section 5.3 Sale of Collateral. 

(a) The power to effect any sale or other disposition (a “Sale”) of any portion 

of the Collateral shall not be exhausted by any one or more Sales as to any portion of the 

Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have 

been sold or all Secured Obligations shall have been paid. The Collateral Agent from time to 

time may postpone any public Sale by public announcement made at the time and place of such 

Sale. The Collateral Agent hereby expressly waives its right to any amount fixed by law as 

compensation for any Sale. 

(b) In connection with a Sale of all or any portion of the Collateral: 

(i) The Collateral Agent may bid for and purchase the property 

offered for sale, and upon compliance with the terms of sale may hold, retain and possess and 

dispose of such property, without further accountability; 

(ii) The Collateral Agent may bid for and acquire the property offered 

for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the 

extent permitted by, applicable Law in connection therewith, may purchase all or any portion of 

the Collateral in a private sale, and, in lieu of paying cash therefor, may make settlement for the 

purchase price by crediting the gross Sale price against the sum of (A) the amount which would 

be distributable to the Collateral Agent as a result of such Sale in accordance with Section 5.2 on 

the Distribution Date next succeeding the date of such Sale and (B) the expenses of the Sale and 

of any Proceedings in connection therewith which are reimbursable to it; 

(iii) The Collateral Agent shall execute and deliver an appropriate 

instrument of conveyance prepared by the Servicer transferring its interest in any portion of the 

Collateral in connection with a Sale thereof; 

(iv) The Collateral Agent is, pursuant to Section 13.1 of this 

Agreement, appointed the agent and attorney-in-fact of each Grantor to transfer and convey its 

interest in any portion of the Collateral in connection with a Sale thereof, and to take all action 

necessary to effect such Sale; and 

(v) No purchaser or transferee at such a Sale shall be bound to 

ascertain the Collateral Agent’s authority, inquire into the satisfaction of any conditions 

precedent or see to the application of any monies. 

Section 5.4 No Impairment of Action. The Collateral Agent’s right to seek and 

recover judgment pursuant to this Agreement shall not be affected by the seeking, obtaining or 

application of any other relief under or with respect to this Agreement. Neither the Lien of this 

Agreement nor any rights or remedies of the Collateral Agent shall be impaired by the recovery 

of any judgment by Collateral Agent against any Grantor or by the levy of any execution under 

such judgment upon any portion of the Collateral or upon any of the assets of such Grantor. Any 

money or property collected by Collateral Agent shall be applied in accordance with Section 5.2. 

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Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
Section 5.5 Remedies Cumulative; Waiver. Each of the Collateral Agent’s, the 

Purchase Money Note Guarantor’s and the Initial Member’s rights pursuant to this Agreement 

shall be in addition to, and not in limitation or exclusion of, any other rights and remedies that it 

may have (whether by operation of law, in equity, under contract or otherwise) and without 

prejudice and in addition to any right of setoff, recoupment, combination of accounts, Lien or 

other right to which it is at any time entitled. Each of the Collateral Agent, the Purchase Money 

Note Guarantor and the Initial Member may enforce any of its remedies pursuant to this 

Agreement successively or concurrently in its sole discretion. No delay or failure on the part of 

the Collateral Agent, the Purchase Money Note Guarantor or the Initial Member to exercise any 

right or remedy to which it may become entitled hereunder upon an Event of Default shall 

constitute abandonment or waiver of any such right and the Collateral Agent, the Purchase 

Money Note Guarantor or the Initial Member shall be entitled to exercise such right or remedy at 

any time during the continuance of a Event of Default. 

Section 5.6 Waiver of Certain Rights and Remedies. To the extent permitted under 

applicable Law, each Grantor hereby waives all rights and remedies of a debtor or grantor under 

the NY UCC or other applicable Law, and all formalities prescribed by law relative to the sale or 

disposition of the Collateral (other than notice of sale and any other formalities expressly 

provided in this Agreement), after the occurrence and during the continuation of an Event of 

Default and, except as otherwise set forth herein, all other rights and remedies of such Grantor 

with respect thereto. 

ARTICLE VI
 

Guaranty
 

Section 6.1 Guaranty. 

(a) Each Grantor hereby, jointly and severally, unconditionally and 

irrevocably, guaranties to the Collateral Agent, for the benefit of the Secured Parties and their 

respective successors, indorsees, transferees and assigns, the prompt and complete payment and 

performance by the Debtor when due (whether at the stated maturity, by acceleration or 

otherwise) of the Secured Obligations. 

(b) Anything herein or in any other Ancillary Document to the contrary 

notwithstanding, the maximum liability of each Grantor hereunder and under the Ancillary 

Documents shall in no event exceed the amount which can be validly guarantied by such 

Grantor, if any, under applicable federal and state laws relating to the insolvency of debtors 

(after giving effect to the right of contribution established in Section 6.2 of this Agreement). 

(c) Each Grantor agrees that the Secured Obligations may at any time and 

from time to time exceed the amount of the liability of such Grantor hereunder without impairing 

the guaranty contained in this Section 6.1 or affecting the rights and remedies of the Secured 

Parties pursuant to this Agreement. 

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Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
(d) The guaranty contained in this Section 6.1 shall remain in full force and 

effect until the termination of this Agreement, notwithstanding that from time to time prior 

thereto, the Debtor may be free from any Secured Obligations. 

(e) No payment made by the Debtor, any Grantor, any other guarantor or any 

other Person or received or collected by the Secured Parties from the Debtor, any Grantor, any 

other guarantor or any other Person by virtue of any action or proceeding or any set-off or 

appropriation or application at any time or from time to time in reduction of or in payment of the 

Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability 

of any Grantor pursuant to this Agreement, which shall remain, notwithstanding any such 

payment (other than any payment made by such Grantor in respect of the Secured Obligations or 

any payment received or collected from such Grantor in respect of the Secured Obligations), 

liable for the Secured Obligations up to the maximum liability of such Grantor pursuant to this 

Agreement until the termination of this Agreement. 

Section 6.2 Right of Contribution. Each Grantor hereby agrees that to the extent that a 

Grantor shall have paid more than its proportionate share of any payment made hereunder, such 

Grantor shall be entitled to seek and receive contribution from and against any other Grantor 

hereunder which has not paid its proportionate share of such payment. Each Grantor’s right of 

contribution shall be subject to the terms and conditions of Section 6.3. The provisions of this 

Section 6.2 shall in no respect limit the obligations and liabilities of any Grantor to the Secured 

Parties, and each Grantor shall remain liable to the Secured Parties for the full amount guarantied 

by such Grantor pursuant to this Agreement. 

Section 6.3 No Subrogation. Notwithstanding any payment made by any Grantor 

hereunder or any set-off or application of funds of any Grantor by the Secured Parties, no 

Grantor shall be entitled to be subrogated to any of the rights of the Secured Parties against 

Debtor or any other Grantor or any collateral security or guaranty or right of offset held by any 

Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be 

entitled to seek any contribution or reimbursement from the Debtor or any other Grantor in 

respect of payments made by such Grantor hereunder, until the termination of this Agreement. If 

any amount shall be paid to any Grantor on account of such subrogation, contribution or 

reimbursement rights at any time when all of the Secured Obligations shall not have been paid in 

full, such amount shall constitute Mortgage Loan Proceeds and shall be held by such Grantor in 

trust for the Secured Parties, segregated from other funds of such Grantor, and shall, immediately 

upon receipt by such Grantor, be deposited into the Collection Account, to be applied in 

accordance with the Priority of Payments. 

Section 6.4 Amendments, etc. with Respect to the Secured Obligations. Each 

Grantor shall remain obligated pursuant to this Agreement notwithstanding that, without any 

reservation of rights against any Grantor and without notice to or further assent by any Grantor, 

any demand for payment of any of the Secured Obligations made by the Collateral Agent or the 

Purchase Money Note Guarantor may be rescinded by such Person and any of the Secured 

Obligations continued, and the Secured Obligations, or the liability of any other Person upon or 

for any part thereof, or any collateral security or guaranty therefor or right of offset with respect 

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Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, 

accelerated, compromised, waived, surrendered or released by the Collateral Agent or the 

Purchase Money Note Guarantor, and the Purchase Money Note Guaranty, the Purchase Money 

Note and the other Ancillary Documents and any other documents executed and delivered in 

connection therewith may be amended, modified, supplemented or terminated, in whole or in 

part, as the Collateral Agent or the Purchase Money Note Guarantor may deem reasonably 

advisable from time to time, and any collateral security, guaranty or right of offset at any time 

held by the Collateral Agent for the payment of the Secured Obligations may be sold (in the case 

of any such collateral security), exchanged, waived, surrendered or released. The Collateral 

Agent shall not have any obligation to protect, secure, perfect or insure any Lien at any time held 

by it as security for the Secured Obligations or for the guaranty contained in this Article VI or 

any property subject thereto. 

Section 6.5 Guaranty Absolute and Unconditional. Each Grantor waives any and all 

notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice 

of or proof of reliance by the Collateral Agent upon the guaranty contained in this Article VI or 

acceptance of the guaranty contained in this Article VI; the Secured Obligations, and any of 

them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, 

extended, amended, modified or waived, in reliance upon the guaranty contained in this Article 

VI and the grant of the security interests pursuant to Section 3.1; and all dealings between the 

Debtor and any of the Grantors, on the one hand, and the Collateral Agent, on the other hand, 

likewise shall be conclusively presumed to have been had or consummated in reliance upon the 

guaranty contained in this Article VI and the grant of the security interests pursuant to Section 

3.1. Each Grantor waives diligence, presentment, protest, demand for payment and notice of 

default or nonpayment to or upon the Debtor or any of the Grantors with respect to the Secured 

Obligations. Each Grantor understands and agrees that the guaranty contained in this Article VI 

and the grant of the security interests pursuant to Section 3.1 shall be, and shall be construed to 

be, a continuing, absolute and unconditional guaranty of payment and performance without 

regard to (a) the validity or enforceability of the Purchase Money Note Guaranty, the Purchase 

Money Note or any other Ancillary Document, any of the Secured Obligations or any other 

collateral security therefor or guaranty or right of offset with respect thereto at any time or from 

time to time held by the Collateral Agent, for the benefit of the Secured Parties, (b) any defense, 

set-off or counterclaim (other than a defense of payment or performance) which may at any time 

be available to or be asserted by the Debtor or any other Person against the Collateral Agent, or 

(c) any other circumstance whatsoever (with or without notice to or knowledge of the Debtor or 

such Grantor) which constitutes, or might be construed to constitute, an equitable or legal 

discharge of the Debtor for the Secured Obligations, or of such Grantor under the guaranty 

contained in this Article VI and the grant of the security interests pursuant to Section 3.1, in 

bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing 

its rights and remedies hereunder against any Grantor, the Collateral Agent may, but shall be 

under no obligation to, make a similar demand on or otherwise pursue such rights and remedies 

as it may have against Debtor, any Grantor or any other Person or against any collateral security 

or guaranty for the Secured Obligations or any right of offset with respect thereto, and any 

failure by the Collateral Agent to make any such demand, to pursue such other rights or remedies 

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
or to collect any payments from the Debtor, any Grantor or any other Person or to realize upon 

any such collateral security or guaranty or to exercise any such right of offset, or any release 

Debtor, any Grantor or any other Person or any such collateral security, guaranty or right of 

offset, shall not relieve any Grantor of any obligation or liability hereunder, and shall not impair 

or affect the rights and remedies, whether express, implied or available as a matter of law, of the 

Collateral Agent against any Grantor. For the purposes of this Agreement, “demand” shall 

include the commencement and continuance of any legal proceedings. 

Section 6.6 Reinstatement. The guaranty contained in this Article VI shall continue to 

be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of 

any of the Secured Obligations is rescinded or must otherwise be restored or returned by the 

Collateral Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of 

the Debtor or any Grantor, or upon or as a result of the appointment of a receiver, intervenor or 

conservator of, or trustee or similar officer for, the Debtor or any Grantor or any substantial part 

of its property, or otherwise, all as though such payments had not been made. 

Section 6.7 Payments. Each Grantor hereby guaranties that payments pursuant to this 

Article VI will constitute Mortgage Loan Proceeds and will be deposited into the Collection 

Account, to be applied in accordance with the Priority of Payments. 

Section 6.8 Information. Each Grantor assumes all responsibility for being and 

keeping itself reasonably informed of the Debtor’s and each other Grantor’s financial condition 

and assets, and of all other circumstances bearing upon the risk of nonpayment of the Secured 

Obligations and the nature, scope and extent of the risks that such Grantor assumes and incurs 

hereunder, and agrees that neither the Collateral Agent nor any other Secured Party will have any 

duty to advise such Grantor of information known to it or any of them regarding such 

circumstances or risks. 

ARTICLE VII
 

Representations And Warranties
 

Section 7.1 Representations and Warranties. Each Grantor hereby represents and 

warrants to the Purchase Money Note Guarantor and the Collateral Agent as of the date hereof 

and at all times while the Secured Obligations remain unsatisfied and undischarged in full, that: 

(a) This Agreement has been duly executed by such Grantor and constitutes a 

legal, valid and binding obligation of such Grantor, enforceable against such Grantor in 

accordance with its terms, except as such enforceability may be limited by the Debtor Relief 

Laws and by general principles of equity; 

(b) There are no actions, suits, proceedings, claims or disputes pending or, to 

the knowledge of the Manager or such Grantor, threatened in writing, at law, in equity, in 

arbitration or before any Governmental Authority affecting such Grantor or any of its properties 

or revenues that may adversely affect the grant by such Grantor, or the perfection, of the security 

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interest purported to be created hereby in the Collateral, or the exercise by the Collateral Agent 

or the Purchase Money Note Guarantor of any of its rights or remedies hereunder; 

(c) The Grantors are and will be at all times the sole and exclusive owners of, 

or otherwise have and will have rights in, the Collateral free and clear of any Lien other than 

Liens in favor of the Collateral Agent and other Liens expressly permitted pursuant to the 

Ancillary Documents. No effective financing statement or other instrument similar in effect 

covering all or any part of the Collateral (except in favor of the Collateral Agent) is on file in any 

recording or filing office; 

(d) The transactions provided for in this Agreement (i) have been duly 

authorized by all requisite limited liability company action, and (ii) do not and will not (A) 

violate (1) any applicable provision of any Law or of the certificate of formation or operating 

agreement of such Grantor, (2) any order of any Governmental Authority or arbitrator or (3) any 

material provision of any indenture or any agreement or other instrument to which such Grantor 

is a party or by which it or the Collateral is or may be bound, (B) be in conflict with, result in a 

breach of or constitute (alone or with notice or lapse of time or both) a default pursuant to any 

such indenture or agreement or other instrument, (C) result in the creation or imposition of any 

security interest in or Lien upon the Collateral (other than the security interest and Lien created 

thereon pursuant to this Agreement) or (D) require the consent of any party for the granting of 

the security interest created hereby; 

(e) No authorization or approval or other action by, and no notice to or filing 

with, any Governmental Authority or other regulatory body, or any other Person, is required on 

the date hereof for (i) the due execution, delivery and performance by such Grantor of this 

Agreement, (ii) the grant by such Grantor of the security interest purported to be created hereby 

in the Collateral or (iii) the exercise by the Collateral Agent or the Purchase Money Note 

Guarantor of any of its rights and remedies hereunder. No authorization or approval or other 

action by, and no notice to or filing with, any Governmental Authority or other regulatory body, 

or any other Person, is required for the perfection of the security interest purported to be created 

hereby in the Collateral, except for the (A) filing of a UCC-1 financing statement properly 

describing the Collateral and identifying such Grantor and Collateral Agent in the applicable 

jurisdiction required pursuant to the Uniform Commercial Code, (B) execution and delivery of 

the Account Control Agreements pursuant to the Uniform Commercial Code, (C) execution and 

delivery by the Custodian/Paying Agent of the Custodial and Paying Agency Agreement 

containing an acknowledgment by the Custodian/Paying Agent that it holds possession of the 

Custodial Documents for the Collateral Agent’s benefit, and (D) taking of any action required to 

maintain continuing perfection with respect to proceeds which cannot be perfected by the filing 

of financing statements under the Uniform Commercial Code (subclauses (A), (B), (C) and (D), 

each a “Perfection Requirement” and collectively, the “Perfection Requirements”); and 

(f) This Agreement creates a legal, valid and enforceable security interest in 

favor of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral, as security 

for the Secured Obligations. The compliance with the Perfection Requirements will result in the 

perfection of such security interests. After compliance with the Perfection Requirements, such 

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security interests, including in the case of Collateral in which such Grantor obtains rights after 

the date hereof, will be perfected, first priority security interests. Such Perfection Requirements 

and all other action necessary or desirable to perfect and protect such security interest have been 

duly made or taken, except for the other filings and recordations and actions described in Section 

7.1(e) above. 

ARTICLE VIII
 

Covenants
 

Section 8.1 Debtor Accounts. The Debtor shall establish and maintain with the 

Custodian/Paying Agent the Debtor Accounts (excluding the Escrow Accounts, which shall be 

established and maintained by the Servicer). 

Section 8.2 Grantor Status; Licensing. The Debtor shall, at all times, constitute a 

limited liability company organized under the laws of the State of Delaware and a Single 

Purpose Entity. Each Subsidiary Grantor shall at all times be a Single Purpose Entity. As soon 

as reasonably practical after the Closing Date, the Debtor (on its own behalf or, if applicable, on 

behalf of the Ownership Entities which hold Acquired Property) shall apply for and, thereafter, 

use its reasonable best efforts to obtain as quickly as possible, and maintain, all such licenses as 

are required to conduct its business, including qualifications to conduct business in jurisdictions 

other than Delaware and licenses to purchase, own or service the Mortgage Loans and, if 

applicable, operate, manage, lease and dispose of Acquired Property, if the failure to so obtain 

such licenses would reasonably be expected to result in the imposition of fines, penalties or other 

liabilities on the Debtor, claims and defenses being asserted against Debtor (including 

counterclaims and defense asserted by Borrowers), or materially adversely affect the Debtor or 

the Debtor’s ability to foreclose on the Underlying Collateral securing or otherwise realize the 

full value of any Mortgage Loan or Acquired Property. 

Section 8.3 LLC Operating Agreement. The Debtor (a) shall at all times have in effect 

and be subject to the LLC Operating Agreement, (b) except as is otherwise expressly permitted 

therein, shall not amend or modify in any material respect the LLC Operating Agreement 

without the prior written approval of the Purchase Money Note Guarantor, and (c) shall not enter 

into or allow itself to become subject to any other constituent documents inconsistent with any 

terms of the LLC Operating Agreement. 

Section 8.4 Custodian/Paying Agent. The Debtor shall retain the Custodian/Paying 

Agent and shall enter into and at all times be a party to a Custodial and Paying Agency 

Agreement with the Custodian/Paying Agent. The Custodian/Paying Agent at all times shall 

have custody and possession of the Notes and other Custodial Documents to the extent required 

pursuant to the Custodial and Paying Agency Agreement. At no time shall the Debtor have more 

than one Custodian/Paying Agent. The fees and expenses paid to the Custodian/Paying Agent 

shall be no more than market rates and the Custodian/Paying Agent shall be terminable by the 

Purchase Money Note Guarantor upon no more than thirty (30) days notice without cause 

thereunder. In the event that the Debtor (or any Servicer or Subservicer) removes any Notes or 

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other Custodial Documents from the possession of the Custodian/Paying Agent (which shall be 

done only in accordance with the Custodial and Paying Agency Agreement), (a) any loss or 

destruction of or damage to such Notes or Custodial Documents shall be the liability of the 

Debtor (who, along with the Servicer and any Subservicer shall be responsible for safeguarding 

such Notes and Custodial Documents), and (b) such Notes shall be returned to the 

Custodian/Paying Agent within the time provided under the Uniform Commercial Code to 

maintain the Collateral Agent’s perfection thereof by possession. If any Notes or other Custodial 

Documents are removed in connection with the modification or restructuring of a Mortgage 

Loan, the modified or restructured Notes and other Custodial Documents removed in connection 

therewith shall be returned to the Custodian/Paying Agent as soon as possible following the 

completion of the restructuring or modification (and, in any event, in accordance with clause (b) 

of the immediately preceding sentence). The Debtor shall ensure that the Purchase Money Note 

Guarantor receives a copy of each demand, notice or other communication given pursuant to the 

Custodial and Paying Agency Agreement at the time that such notice or other communication is 

given thereunder. 

Section 8.5 Compliance with Law. Each Grantor shall, at all times, comply with 

applicable Law in connection with the performance of its obligations pursuant to this Agreement. 

Section 8.6 Servicer. The Debtor shall at all times cause the Servicing Obligations to 

be performed by a Servicer or a Subservicer, each of which shall be a Qualified Servicer. 

Section 8.7 Certain Restrictions. The Debtor shall not: 

(a) at any time, without limiting its obligation to constitute a Single Purpose 

Entity, incur any Indebtedness (other than the Excess Liquidity Advances and Indebtedness 

evidenced by the Purchase Money Note and pursuant to this Agreement); 

(b) dissolve or liquidate at any time prior to such time as the Debtor makes the 

Final Distribution and this Agreement is terminated; 

(c) (i) file a voluntary petition for bankruptcy, (ii) file a petition or answer 

seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or 

similar relief under any Law, (iii) make an assignment for the benefit of creditors, (iv) seek, 

consent or acquiesce in the appointment of a trustee, receiver or liquidator or of all or any 

substantial part of its properties, (v) file an answer or other pleading admitting or failing to 

contest the material allegations of (A) a petition filed against it in any proceeding described in 

clause (i) through (iv), or (B) any order adjudging it a bankrupt or insolvent or for relief against 

it in any bankruptcy or insolvency proceeding, or (vi) allow itself to become unable to pay its 

obligations as they become due or allow the sum of its debts to be greater than all of its property, 

at a fair valuation; or 

(d) place or permit (voluntarily or involuntarily) any Lien to be placed on any 

of the Collateral (other than the security interest granted to Collateral Agent hereunder and Liens 

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expressly permitted pursuant to the Ancillary Documents), and shall not take any action to 

interfere with Collateral Agent’s rights as a secured party with respect to the Collateral. 

Section 8.8 Change in Jurisdiction, Name, Location or Identity. Each Grantor agrees 

to provide the Collateral Agent with not less than ten (10) days’ prior written notice of any 

change (a) in the jurisdiction in which it is organized, (b) in its company name, (c) in the location 

of its principal place of business, or (d) in its federal taxpayer identification number. Each 

Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all 

filings have been made under the Uniform Commercial Code or otherwise that are required in 

order for the Collateral Agent, following such change, to continue to have a valid, legal and 

perfected first priority security interest in the Collateral to the extent a security interest therein 

may be perfected by filing pursuant to the Uniform Commercial Code. 

Section 8.9 Payment of Principal on Purchase Money Note; Reimbursement of 

Collateral Agent. The Debtor will duly and punctually pay, or cause the Custodian/Paying Agent 

to pay, the principal and interest of the Purchase Money Note as it comes due in accordance with 

the terms of the Purchase Money Note, this Agreement and the Custodial and Paying Agency 

Agreement. On each Distribution Date, the Debtor will direct the Custodian/Paying Agent to 

distribute amounts on deposit in the Distribution Account to Collateral Agent in payment of any 

amounts owed by the Debtor to Purchase Money Note Guarantor or Collateral Agent pursuant to 

this Agreement, subject to the priority of payments set forth in Section 5.1 of the Custodial and 

Paying Agency Agreement and the other terms thereof. 

Section 8.10 Protection of Collateral; Further Assurances. From time to time, at its cost 

and expense, each Grantor promptly shall execute and deliver all further instruments and 

documents, and take all further action, that may be necessary, or that Collateral Agent may 

reasonably request, in order to perfect, to ensure the continued perfection of, and to protect the 

assignment and security interest granted or intended to be granted hereby or to enable Collateral 

Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. 

Section 8.11 Guaranties and Mortgages. If any Subsidiary (as such term is defined in 

the LLC Operating Agreement) of the Debtor acquires any REO Property after the Closing Date, 

then, within fifteen (15) Business Days after written demand by the Purchase Money Note 

Guarantor, the Debtor promptly shall cause such Subsidiary to execute and deliver to the 

Collateral Agent (in addition to the Joinder Agreement provided for in Section 8.12) an REO 

Mortgage with respect to such REO Property in favor of the Collateral Agent for the benefit of 

the Secured Parties in form and substance satisfactory to the Collateral Agent (which mortgage 

shall (a) secure all of the Secured Obligations (or, in jurisdictions with a mortgage recording tax 

that would be payable on the full amount of the Secured Obligations, such portion or components 

of the Secured Obligations as the Collateral Agent shall reasonably require), (b) provide for a 

release price (or, in the case of REO Property consisting of condominiums or cooperative units 

or separate land parcels, release prices for individual units or parcels) based on the Business Plan 

or otherwise satisfactory to the Collateral Agent and (c) shall contain such other provisions (in 

addition to those included in the Mortgage Loan Documents) as the Collateral Agent shall 

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Pool Nos. 24020 and 24021 
require in light of the particular nature or characteristics of such REO Property). Such REO 

Mortgage shall be accompanied by such related documentation and deliveries as the Collateral 

Agent reasonably may request, each in form and substance satisfactory to the Collateral Agent, 

including, without limitation, opinions of counsel, lender’s policies of title insurance (together 

with all endorsements thereto reasonably required by the Collateral Agent, including 

endorsements with respect to future advances), amendments to the Ancillary Documents deemed 

necessary or advisable by the Collateral Agent to reflect the particular nature and characteristics 

of the REO Property in question and the requirements of local law and such additional items as 

an institutional lender would customarily require in a construction or permanent, as applicable, 

loan transaction involving a property similar to such REO Property (all of the foregoing to be in 

form and substance satisfactory to the Collateral Agent). Such REO Mortgage shall be duly 

recorded or filed in such manner and in such places as are required by applicable law to 

establish, perfect, preserve and protect the Liens in favor of the Collateral Agent granted 

pursuant to such REO Mortgage, and all taxes, fees and other charges payable in connection 

therewith shall be paid in full. The cost of preparing, negotiating and recording such REO 

Mortgage (including mortgage recording taxes) and the costs associated with such additional 

documentation and deliverables shall be Servicing Expenses. At Debtor’s request, the Collateral 

Agent shall prepare and deliver to the Debtor a form of REO Mortgage that (with such 

modifications as the Collateral Agent shall agree to in its sole discretion) shall serve as a model 

for subsequent REO Mortgages (subject to changes necessary or advisable, in the Collateral 

Agent’s judgment, to reflect local law and the particular nature and characteristics of the REO 

Property in question). Notwithstanding anything to the contrary contained in the foregoing, with 

respect to Acquired Property consisting of REO Property on the date hereof, the Debtor shall 

deliver (and/or shall cause the applicable Ownership Entity to deliver) to the Collateral Agent the 

REO Mortgages and other items required to be delivered pursuant to this Section 8.11 within 

thirty (30) days after the Closing Date. 

Section 8.12 Additional Grantors. If the Debtor shall form any Subsidiary, the Debtor 

shall cause such Subsidiary to become a Subsidiary Grantor pursuant to this Agreement, such 

Subsidiary shall execute and deliver to Collateral Agent a Joinder Agreement substantially in the 

form of Exhibit A and shall thereafter for all purposes be a party hereto and have the same rights, 

benefits and obligations as a Grantor party hereto on the Closing Date. Each Grantor expressly 

agrees that its obligations arising hereunder shall not be affected or diminished by the addition or 

release of any other Grantor hereunder, nor by any election of the Collateral Agent not to cause 

any Subsidiary (as defined in the LLC Operating Agreement) of the Debtor to become a Grantor 

hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party 

hereto regardless of whether any other Person becomes or fails to become or ceases to be a 

Grantor hereunder. 

Section 8.13 Transaction with Affiliates. No Grantor shall enter into any transaction 

with any Affiliate, except as expressly permitted pursuant to Section 3.5 of the LLC Operating 

Agreement, without the prior written consent of the Collateral Agent. 

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Section 8.14 Books and Records; Reports; Certifications; Audits. 

(a) Maintenance of Books and Records. The Debtor shall cause to be kept 

and maintained (including by the Servicer and any Ownership Entity and including records 

transferred by the Receiver to the Debtor in connection with its conveyance of the Mortgage 

Loans and any Acquired Property to the Debtor pursuant to the Contribution Agreement), at all 

times, at Debtor’s chief executive office, a complete and accurate set of files, books and records 

regarding the Collateral, the Mortgage Loans, the Underlying Collateral and the Acquired 

Property and the Debtor’s, any Ownership Entity’s and the Collateral Agent’s interests in the 

Collateral, the Mortgage Loans, the Underlying Collateral and the Acquired Property, including 

records relating to the Debtor Accounts and the disbursement of all Mortgage Loan Proceeds. 

This obligation to maintain a complete and accurate set of records shall encompass all files in the 

Debtor’s custody, possession or control pertaining to the Collateral, the Mortgage Loans, the 

Underlying Collateral and the Acquired Property, including (except as required to be held by the 

Custodian/Paying agent pursuant to the Custodial and Paying Agency Agreement) all original 

and other documentation pertaining to the Collateral, the Mortgage Loans, the Underlying 

Collateral and the Acquired Property, all documentation relating to items of income and expense 

pertaining to the Collateral, the Mortgage Loans, the Underlying Collateral and the Acquired 

Property, and all of the Debtor’s (and the Servicer’s and each Subservicer’s) internal memoranda 

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

assurance that: (i) transactions of the Debtor are executed in accordance with the general or 

specific authorization of the Manager consistent with the provisions of the LLC Operating 

Agreement and the other Ancillary Documents; and (ii) transactions of the Debtor are recorded 

in such form and manner as will (A) permit preparation of federal, state and local income and 

franchise tax returns and information returns in accordance with the LLC Operating Agreement 

and the other Ancillary Documents and as required by Law; (B) permit preparation of the 

Debtor’s financial statements in accordance with GAAP and as otherwise set forth in the LLC 

Operating Agreement and the other Ancillary Documents; and (C) maintain accountability for 

the Debtor’s assets. 

(b) Retention of Books and Records. The Debtor shall cause all such books 

and records to be maintained and retained until the date that is the later of ten (10) years after the 

Closing Date or three (3) years after the date on which the Final Distribution is made. All such 

books and records shall be available during such period for inspection by the Collateral Agent or 

the Purchase Money Note Guarantor or their respective representatives (including any 

Governmental Authority) and agents at the chief executive office of the Debtor at all reasonable 

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

term hereof, at such other location as is provided by notice to the Collateral Agent and the 

Purchase Money Note Guarantor), in each instance upon not less than two (2) Business Days’ 

prior notice to the Debtor unless an Event of Default shall have occurred and be continuing. 

Upon request by the Collateral Agent or the Purchase Money Note Guarantor, the Debtor, at the 

sole cost and expense of the Collateral Agent or the Purchase Money Note Guarantor, as the case 

might be, promptly shall send copies (the number of copies of which shall be reasonable) of such 

books and records to the Collateral Agent or the Purchase Money Note Guarantor. The Debtor 

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Form of Reimbursement and Security Agreement 

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shall provide the Collateral Agent and the Purchase Money Note Guarantor with reasonable 

advance notice of the Debtor’s intention to destroy or dispose of any documents or files relating 

to the Mortgage Loans and, upon the request of the Collateral Agent or the Purchase Money 

Note Guarantor, shall allow such Person, at its own expense, to recover the same from the 

Debtor. 

(c) Reporting. 

(i) As soon as practicable following, but no later than ninety (90) days 

immediately after, the end of each Fiscal Year (as such term is defined in the LLC Operating 

Agreement) (commencing with respect to the 2010 Fiscal Year), the Debtor shall deliver, subject 

to the provisions of subsection (h) below, to each of the Initial Member, the Collateral Agent and 

the Purchase Money Note Guarantor an audited consolidated balance sheet of the Debtor and its 

Subsidiaries as at the end of such Fiscal Year, and audited consolidated statements of operations 

and cash flow of the Debtor and its Subsidiaries for such Fiscal Year, each prepared in 

accordance with GAAP and accompanied by the Accountants’ (as such term is defined in the 

LLC Operating Agreement) report thereon, which shall be certified in the customary manner by 

the Accountants. 

(ii) As soon as practicable following, but no later than thirty (30) days 

immediately after, the end of each quarter of each Fiscal Year (other than the last quarter of such 

Fiscal Year, and commencing with the calendar quarter ending on or about June 30, 2010), the 

Debtor shall deliver, subject to the provisions of subsection (h) below, to the Initial Member, the 

Collateral Agent and the Purchase Money Note Guarantor an unaudited consolidated balance 

sheet of the Debtor and its Subsidiaries as at the end of such calendar quarter and an unaudited 

consolidated statements of operations and cash flow of the Debtor and its Subsidiaries for such 

calendar quarter (and, for the first such report, also covering the period from the Closing Date 

through the end of such calendar quarter), each prepared in accordance with GAAP. 

(iii) Debtor shall cause to be delivered, subject to the provisions of 

subsection (h) below, to the Initial Member, the Collateral Agent and the Purchase Money Note 

Guarantor such information as is specified in Exhibit B of the LLC Operating Agreement and 

such other information relating to the Mortgage Loans, the Underlying Collateral, the Debtor, the 

Servicers and any Subservicer as the Initial Member, the Collateral Agent or the Purchase 

Money Note Guarantor may reasonably request from time to time and, in any case, shall ensure 

that the Initial Member, the Collateral Agent and the Purchase Money Note Guarantor are 

promptly advised, in writing, of any matter of which the Manager, any Servicer or any 

Subservicer becomes aware relating to the Mortgage Loans, the Underlying Collateral, the 

Collection Account, the Escrow Accounts, the Liquidity Account (as such terms are defined in 

the Agreement of Common Definitions), or any Borrower or Obligor that materially and 

adversely affects the interests of the Initial Member, the Collateral Agent, the Purchase Money 

Note Guarantor or of any secured party under this Agreement. 

(d) Monthly Reports. The Debtor shall cause to be furnished to each of the 

Initial Member, the Collateral Agent and the Purchase Money Note Guarantor on or prior to each 

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Distribution Date (i) the Monthly Report (as such term is defined in the A Operating Agreement) 

with respect to the relevant Due Period (as such term is defined in the LLC Operating 

Agreement) and (ii) the related Distribution Date Report (as such term is defined in the LLC 

Operating Agreement) with respect to such Due Period, which report shall specify the amounts 

and recipients of all funds to be distributed by the Paying Agent (as such term is defined in the 

LLC Operating Agreement) on the relevant Distribution Date. Each of the Monthly Report and 

the Distribution Date Report shall be certified by the chief financial officer (or an equivalent 

officer) of the Manager. The Monthly Report shall also include a certification of the Manager 

that all withdrawals by the Manager from the Collection Account during such Due Period were 

made in accordance with the terms of this Agreement and the Custodial and Paying Agency 

Agreement. The Debtor shall also cause to be furnished to each of the Initial Member, the 

Collateral Agent and the Purchase Money Note Guarantor the Custodian and Paying Agent 

Report in accordance with the terms of the Custodial and Paying Agency Agreement. 

(e) Annual Compliance Certificates. The Debtor shall, and shall cause the 

Servicer and any Subservicer to deliver to the Initial Member, the Collateral Agent and the 

Purchase Money Note Guarantor on or before March 15 of each year, commencing in the year 

2011, an officer’s certificate stating, as to the signer thereof, that (i) a review of such party’s 

activities during the preceding calendar year (or portion thereof) and of its performance pursuant 

to this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreement) 

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

and belief, based on such review, such party has fulfilled all of its obligations pursuant to this 

Agreement (or, as applicable, the Servicing Agreement or any subservicing agreement) in all 

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

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

thereof. The first such officer’s certificate shall cover, with respect to any Mortgage Loan, the 

period commencing on the Closing Date (and with respect to each Mortgage Loan, including 

relevant information with respect thereto for the period commencing on the Servicing Transfer 

Date for such Mortgage Loan) and continuing through the end of the 2010 calendar year. In the 

event the Servicer or any Subservicer was terminated, resigned or otherwise performed in such 

capacity for only part of a year, such party shall provide an officer’s certificate pursuant to this 

Section 8.14(e) with respect to such portion of the year. 

(f) Annual Compliance Report. On or before March 15 of each year, 

commencing in the year 2011, the Debtor shall cause the Servicer and any Subservicer, at its 

own expense or the expense of the Manager, to provide to the Initial Member, the Collateral 

Agent and the Purchase Money Note Guarantor the annual reports (including the independent 

accountant report) for the prior Fiscal Year (or other applicable period as set forth below) 

required under Section 1122 of Regulation AB (regardless of whether any such requirements 

apply, by their terms, only to companies registered or required to file reports with the Securities 

and Exchange Commission) with respect to the relevant servicing criteria provisions of Section 

1122 (d)(l) of Regulation AB that are applicable to the servicing being conducted under the LLC 

Operating Agreement (and the Servicing Agreement). The first such reports shall cover the 

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period commencing on the Closing Date (and for each Mortgage Loan, covering the period from 

the applicable Servicing Transfer Date) and continuing through the end of the 2010 Fiscal Year. 

(g) Audits. Until the later of the date that is ten (10) years after the Closing 

Date or the date that is three (3) years after the Final Distribution (as such term is defined in the 

LLC Operating Agreement), the Debtor shall, and shall cause the Servicer and any Subservicer 

to (i) provide any representative of the Initial Member, the Collateral Agent or the Purchase 

Money Note Guarantor (including any Government Authority), during normal business hours 

and on reasonable notice, with access to all of the books of account, reports and records relating 

to the Collateral, the Underlying Collateral, the Servicing Obligations, the Debtor Accounts, or 

any other matters relating to this Agreement or the rights or obligations hereunder or under the 

Ancillary Documents, (ii) permit such representatives to make copies of and extracts from the 

same, (iii) allow the Initial Member, the Collateral Agent and the Purchase Money Note 

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

Collateral Agent or the Purchase Money Note Guarantor and (iv) allow representatives of the 

Initial Member, the Collateral Agent or the Purchase Money Note Guarantor to discuss the 

Debtor’s and the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the 

Collateral, the Mortgage Loans, the Underlying Collateral (including Acquired Property), the 

Servicing Obligations, the Debtor Accounts or any other matters relating to this Agreement, the 

Secured Obligations or the rights or obligations hereunder, with its officers, directors, 

employees, accountants (and by this provision the Debtor hereby authorizes such accountants to 

discuss such affairs, finances and accounts with such representatives), the Servicer, any 

Subservicer, and attorneys. Any expense incurred by the Initial Member, the Collateral Agent or 

the Purchase Money Note Guarantor and any reasonable out-of-pocket expense incurred by the 

Debtor in connection with the exercise by the Initial Member, the Collateral Agent or the 

Purchase Money Note Guarantor of its rights in this Section 8.14(g) shall be borne by such party; 

provided, however, that any expense incident to the exercise by the Initial Member, the 

Collateral Agent or the Purchase Money Note Guarantor of its rights pursuant to this Section 

8.14(g) as a result of or during the continuance of an Event of Default shall be borne in all cases 

by the Private Owner (except to the extent such Event of Default is attributable exclusively to a 

Manager having been appointed by the Initial Member following removal of the Private Owner 

in such capacity, or to any applicable Servicer (and any Subservicer) having been engaged by the 

Initial Member, the Debtor or the applicable replacement Manager following such removal of the 

Private Owner as Manager, in each case that is not an Affiliate of the Private Owner). 

(h) No Duplicate Reports. Notwithstanding any provision in subsections (c) 

through (f) above to the contrary, the Debtor (i) shall not be required to deliver duplicate copies 

of the reports as described in such subsections to the Receiver, so long as the Receiver is acting 

in dual capacities as both the Initial Member and the Collateral Agent and (ii) shall only be 

required to deliver one copy of each such report addressed to the Receiver with a notation on the 

envelope that such report is being delivered to the Receiver in its dual capacities as both the 

Initial Member and the Collateral Agent. 

Section 8.15 Insurance. 

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(a) Debtor shall cause insurance coverage to be maintained for the Underlying 

Collateral and Acquired Property from an insurer (unless provided for in the then-applicable 

Business Plan) reasonably acceptable to the Purchase Money Note Guarantor for any Mortgage 

Loan with respect to which the Borrower has failed to maintain required fire, hurricane, flood 

and hazard insurance with extended coverage as is customary in the area in which the Collateral 

or Acquired Property is located and in such amounts and with such deductibles as, from time to 

time, are approved by the Purchase Money Note Guarantor (unless provided for in the thenapplicable Business Plan). 

(b) All such insurance shall (i) provide that no cancellation, material reduction 

in amount or material change in coverage thereof shall be effective until at least thirty (30) days 

after receipt by the Collateral Agent of written notice thereof, (ii) with respect to any policy 

insuring a Grantor or Collateral, name the Collateral Agent as additional insured on behalf of the 

Secured Parties (in the case of liability insurance) or loss payee (in the case of property 

insurance). 

Section 8.16 Recovery of Expenses; Interest. The Debtor shall cause commercially 

reasonable efforts to be used to recover from Borrowers and Obligors those Servicing Expenses 

that such Borrowers or Obligors are obligated to pay. No Servicing Expenses shall bear interest 

chargeable in any way to the Collateral Agent or the Purchase Money Note Guarantor. 

Section 8.17 Debtor’s Duty To Advise Collateral Agent and Purchase Money Note 

Guarantor; Delivery of Certain Notices. In addition to such other reports and access to records 

and reports as are required to be provided to the Collateral Agent and the Purchase Money Note 

Guarantor hereunder, the Debtor shall cause to be delivered to the Collateral Agent or the 

Purchase Money Note Guarantor such information relating to the Mortgage Loans, the 

Collateral, the Acquired Property, the Debtor and the Servicer and any Subservicer as the 

Collateral Agent or the Purchase Money Note Guarantor may reasonably request from time to 

time and, in any case, shall ensure that the Collateral Agent and the Purchase Money Note 

Guarantor are promptly advised, in writing, of any matter of which Debtor, the Servicer or any 

Subservicer becomes aware relating to the Mortgage Loans, the Collateral, the Acquired 

Property, the Debtor Accounts or any Borrower or Obligor that materially and adversely affects 

the interests of the Collateral Agent or the Purchase Money Note Guarantor hereunder. Without 

limiting the generality of the foregoing, the Debtor shall cause to be delivered to the Collateral 

Agent and the Purchase Money Note Guarantor information indicating any possible 

Environmental Hazards with respect to any Collateral or Underlying Collateral and any notice or 

report provided to the Debtor or the Manager pursuant to Section 5.5 of the Servicing Agreement 

as in effect on the date hereof. To the extent the Collateral Agent requests information that is 

dependent upon obtaining such information from any Borrower, Obligor or other third party, the 

Debtor shall cause to be made commercially reasonable efforts to obtain such information but it 

shall not be a breach by the Debtor of this Agreement if the Debtor fails to cause such 

information to be provided to Collateral Agent because a Borrower, Obligor or other Person 

(other than the Servicer or any Subservicer) has failed to provide such information after such 

efforts have been made. 

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Section 8.18 Administration of REO Properties. Notwithstanding any other provision 

of this Agreement to the contrary, in operating, managing, leasing or disposing of any REO 

Property, the Debtor and the Manager shall act in the best interests of the Debtor and the 

members and creditors of the Debtor (including the FDIC in its various capacities) in accordance 

with the Servicing Standards pursuant to the LLC Operating Agreement, in accordance with the 

specific provisions of the LLC Operating Agreement relating to REO Properties and in general 

conformance with the Business Plan. The Debtor shall furnish to the Collateral Agent such 

reports regarding the operation, management, leasing or disposition of any REO Property as the 

Collateral Agent reasonably shall request. 

Section 8.19 Payment of Purchase Money Note Guaranty Fee. In consideration of the 

Purchase Money Note Guarantor agreeing to guaranty certain obligations of the Debtor under the 

Purchase Money Note pursuant to the Purchase Money Note Guaranty, the Debtor shall pay to 

the Purchase Money Note Guarantor a fee (the “Purchase Money Note Guaranty Fee”) 

payable monthly in arrears on each Distribution Date so long as the Purchase Money Note 

remains outstanding, equal to one-twelfth (1/12th) of 1.00 percent (1.00%) multiplied by the 

outstanding principal amount of the Purchase Money Note as of the day immediately preceding 

such Distribution Date, subject to the priority of payments set forth in Section 5.1 of the 

Custodial and Paying Agency Agreement and the other terms thereof. Any portion of the 

Purchase Money Note Guaranty Fee that is not paid when due shall accrue interest for each day 

unpaid, from the Distribution Date such amount becomes payable until it is paid in full (after as 

well as before judgment), at a rate per annum equal to the Purchase Money Note Interest Rate, 

payable in accordance with Section 5.1 of the Custodial and Paying Agency Agreement. 

ARTICLE IX
 

Required Consent; Limits Liability
 

Section 9.1 Required Consents; Limits Liability. Notwithstanding anything to the 

contrary contained in this Agreement (other than the last sentence of this Section 9.1 and Section 

9.2), the Debtor shall not permit to be taken any action enumerated in Section 6.1 of the 

Servicing Agreement, Section 3.4 and Section 8.1 of the LLC Operating Agreement or below 

without the prior written consent of the Initial Member and, until the Purchase Money Note 

Maturity Date, the Purchase Money Note Guarantor, which consent may be withheld or 

conditioned in the Collateral Agent’s sole and absolute discretion: 

(a) any amendment or modification to, or waiver of, any terms of the LLC 

Operating Agreement that relate to the manner in which the Servicer services the Mortgage 

Loans or Acquired Property, including, without limitation, the Servicing Obligations and the 

Servicing Standard; 

(b) the replacement of the Servicer; 

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(c) the payment of any fees to, or entering into any transaction with, any 

Affiliate of the Debtor, the Private Owner, the Servicer or any Subservicer, except as expressly 

contemplated by the Ancillary Documents; 

(d) any amendment, modification to or change in any material respect, or 

provide a material waiver of any provision of, the Organization Documents of the Debtor; 

(e) any Change of Control; 

(f) [Intentionally Omitted]; 

(g) incurrence, creation or assumption of any Indebtedness other than in 

respect of the Purchase Money Note, this Agreement, and Excess Liquidity Advances. 

Notwithstanding the foregoing, the Debtor may permit to be taken any action enumerated 

in clause (ii), (v) or (viii) (with respect to waivers and decisions) of Section 6.1(h) of the 

Servicing Agreement without the Collateral Agent’s approval if such action or the subject matter 

thereof is not material to the value of the Mortgage Loan or Underlying Collateral in question or 

to the interests of the Secured Parties. 

Section 9.2 Limitation of Liability. 

(a) Liability Generally. Neither the Collateral Agent, the Purchase Money 

Note Guarantor nor any other Secured Party nor any of their respective Affiliates, nor any of 

their respective officers, directors, employees, partners, principals or agents, including the 

Servicer and any Subservicer, shall be liable for any action taken or omitted to be taken by them 

or any one of them under this Agreement or in connection with any Collateral or any portion 

thereof, except for any act or omission constituting gross negligence, bad faith or willful 

misconduct (including any act or omission constituting theft, embezzlement, breach of trust or 

violation of any Law). In the event the Collateral Agent, the Purchase Money Note Guarantor or 

any Secured Party exercises its rights pursuant to Article V of this Agreement, none of the 

Collateral Agent, the Purchase Money Note Guarantor or any Secured Party, nor any of their 

respective Affiliates, nor any of their respective officers, directors, employees, partners, 

principals or agents, including the Servicer and any Subservicer when acting as an agent of any 

of the foregoing, shall be liable for any action taken or omitted to be taken by them or any one of 

them pursuant to this Agreement or in connection with any Collateral or any portion thereof, 

except for any act or omission constituting willful misconduct. 

(b) Reliance on Notices, etc. Neither the Debtor nor the Collateral Agent or 

the Purchase Money Note Guarantor shall incur any liability to the other by acting in good faith 

upon any notice, consent, certificate or other instrument or writing (including telegram, cable, 

telex or telecopy) that is reasonably believed by the Debtor or the Collateral Agent or the 

Purchase Money Note Guarantor as applicable, to be genuine and to have been signed or sent by 

the proper party and that on its face is properly executed. 

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(c) No Consequential Damages. Regardless of the legal theory upon which 

any claim by or against Debtor or the Collateral Agent or the Purchase Money Note Guarantor is 

based, including any claim based on contract, tort, strict liability, or fraud, none of the Collateral 

Agent or the Purchase Money Note Guarantor or the Debtor shall be liable for, or may recover 

from the other, any amounts other than actual losses, costs and expenses (including reasonable 

attorneys’ fees and litigation and similar costs to pursue such recovery) incurred by the party 

asserting the claim. Without limiting the foregoing, neither party shall be liable for, or entitled to 

recover from the other party, any consequential, special, indirect, punitive, treble, nominal or 

exemplary damages, business interruption costs or expenses, or damages for lost profits, 

operating losses or lost investment opportunity (regardless of whether any such damages are 

characterized as direct or indirect), each of which is and all of which are hereby excluded by 

agreement of the Collateral Agent, the Purchase Money Note Guarantor and the Debtor, 

regardless of whether the party against whom such damages may be claimed has been advised of 

the possibility of any such damages, unless (in each case) such losses are incurred by the party 

asserting the claim as a direct result of a claim asserted against such party by a third party. For 

purposes of this Section 9.2, the following claims shall not constitute claims asserted by a third 

party: (i) with respect to the Debtor, any claims asserted by (A) the Servicer or any Subservicer, 

(B) any Affiliate of the Debtor or the Servicer or any Subservicer, and (C) any officer, director, 

employee, partner, principal or agent of the Debtor or the Servicer or any Subservicer, or any 

Affiliate of the Debtor or the Servicer or any Subservicer; and (ii) with respect to Collateral 

Agent, any claims asserted by any Affiliate or officer, director, employee, partner, principal or 

agent of the Collateral Agent, the Purchase Money Note Guarantor or any Affiliate of any of 

them. 

ARTICLE X
 

Release of Collateral
 

The Purchase Money Note Guarantor hereby authorizes the Collateral Agent to, and 

Collateral Agent agrees that it shall, release its Lien on any Collateral, solely to the extent 

necessary, (a) upon a final, nonappealable order of a court of competent jurisdiction permitting 

or directing disposition thereof, (b) upon payment of any Mortgage Loan in full and satisfaction 

in full of all of the secured obligations with respect to a Mortgage Loan or upon receipt of a 

discounted payoff as payment in full of a Mortgage Loan, (c) as is necessary in connection with 

the foreclosure on a Mortgaged Property, acceptance of a deed in lieu thereof or modification or 

restructuring of the terms thereof, or (d) in connection with Debtor’s sale of a Mortgage Loan or 

any Collateral to the extent permitted under the Ancillary Documents, provided, that the 

proceeds of such sale or disposition are applied in accordance with the priority of payments set 

forth in Section 5.1 of the Custodial and Paying Agency Agreement and the other terms thereof. 

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ARTICLE XI
 

Liquidation of Mortgage Loans and Acquired Property
 

Section 11.1 Rights to Liquidate Mortgage Loans and Collateral. Each of the Initial 

Member and, so long as the Purchase Money Note is outstanding and not fully discharged, the 

Purchase Money Note Guarantor shall have the right, exercisable in its sole and absolute 

discretion, to require the liquidation and sale, for cash consideration, of any remaining Mortgage 

Loans, other Collateral or Acquired Property held by the Debtor or any Ownership Entity at any 

time after the earlier to occur of (a) the tenth anniversary of the Closing Date or (b) the date on 

which the then Unpaid Principal Balance is ten percent (10%) or less of the Unpaid Principal 

Balance as of the Cut-Off Date as set forth on the Mortgage Loan Schedule. 

Section 11.2 Exercise of Rights to Liquidate Mortgage Loans and Collateral. In order 

to exercise its rights under Section 11.1, the Initial Member or, so long as the Purchase Money 

Note is outstanding and not fully discharged, the Purchase Money Note Guarantor shall give 

notice in writing to the Collateral Agent, the Custodian/Paying Agent and the Debtor (with 

copies thereof to the Initial Member or the Purchase Money Note Guarantor, as applicable), 

setting forth the date by which the remaining Mortgage Loans, other Collateral or Acquired 

Property are to be liquidated by the Collateral Agent. The Debtor shall, and shall cause the 

Custodian/Paying Agent to, cooperate and assist the Collateral Agent with any and all aspects of 

the liquidation of the remaining Mortgage Loans, other Collateral and Acquired Property to the 

extent reasonably requested by the Collateral Agent. In the event Debtor or any Affiliate thereof 

desires to bid to acquire the remaining Mortgage Loans, other Collateral or Acquired Property, 

then the Collateral Agent shall be entitled to liquidate the remaining Mortgage Loans, other 

Collateral and Acquired Property in its discretion. In the event the Collateral Agent undertakes 

to liquidate the remaining Mortgage Loans, other Collateral or Acquired Property pursuant to 

this Section 11.2, the proceeds thereof shall be applied on the Distribution Date following any 

such liquidation in accordance with the priority of payments set forth in Section 5.1 of the 

Custodial and Paying Agency Agreement and the other terms thereof; provided, however, that, 

notwithstanding such priority of payments, no portion of such proceeds shall be paid pursuant to 

Section 5.1(b)(viii) and (c)(iii) of the Custodial and Paying Agency Agreement until the Secured 

Obligations have been repaid in full. 

ARTICLE XII
 

Collateral Agent
 

Section 12.1 Appointment and Authorization of Collateral Agent. The Purchase Money 

Note Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as the 

Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security 

interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase 

Money Note Guarantor and each other Secured Party for purposes of acquiring, holding and 

enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured 

Obligations, together with such powers and discretion as are reasonably incidental thereto. In 

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this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed 

by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any 

portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and 

remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of 

all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were 

the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained 

elsewhere herein or in any other Ancillary Document, the Collateral Agent shall have no duties 

or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or 

be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured 

Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall 

be read into this Agreement or any other Ancillary Document or otherwise exist against the 

Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term 

“agent” herein and in the other Ancillary Documents with reference to the Collateral Agent is not 

intended to connote any fiduciary or other implied (or express) obligations arising under agency 

doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, 

and is intended to create or reflect only an administrative relationship between independent 

contracting parties. 

Section 12.2 Delegation of Duties. The Collateral Agent may execute any of its duties 

under this Agreement or any other Collateral Document (including for purposes of holding or 

enforcing any Lien on the collateral (or any portion thereof) granted under the Collateral 

Documents or of exercising any rights and remedies thereunder) by or through agents, subagents, employees or attorneys-in-fact as shall be deemed necessary by the Collateral Agent and 

shall be entitled to advice of counsel and other consultants or experts concerning all matters 

pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or 

misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross 

negligence or willful misconduct (as determined in the final judgment of a court of competent 

jurisdiction). 

Section 12.3 Liability of Collateral Agent. Neither the Collateral Agent, nor any of its 

Affiliates or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any of them 

shall (a) be liable for any action taken or omitted to be taken by any of them under or in 

connection with this Agreement or any other Ancillary Document or the transactions 

contemplated hereby (except for its own gross negligence or willful misconduct, as determined 

by the final judgment of a court of competent jurisdiction, in connection with its duties expressly 

set forth herein), or (b) be responsible in any manner to any Secured Party for any recital, 

statement, representation or warranty made by any Grantor or any officer thereof, contained 

herein or in any other Ancillary Document, or in any certificate, report, statement or other 

document referred to or provided for in, or received by the Collateral Agent under or in 

connection with, this Agreement or any other Ancillary Document, or the validity, effectiveness, 

genuineness, enforceability or sufficiency of this Agreement or any other Ancillary Document, 

or the perfection or priority of any Lien or security interest created or purported to be created 

under the Collateral Documents, or for any failure of any Grantor or any other party to any 

Ancillary Document to perform its obligations hereunder or thereunder. 

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Section 12.4 Reliance by Collateral Agent. 

(a) The Collateral Agent shall be entitled to rely, and shall be fully protected 

in relying, upon any writing, communication, signature, resolution, representation, notice, 

consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic 

mail message, statement or other document or conversation believed by it to be genuine and 

correct and to have been signed, sent or made by the proper Person or Persons, and upon advice 

and statements of legal counsel (including counsel to the Debtor), independent accountants and 

other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in 

failing or refusing to take any action under any Collateral Document unless it shall first receive 

such advice or concurrence of the Controlling Party as it deems appropriate. The Collateral 

Agent shall in all cases be fully protected in acting, or in refraining from acting, under this 

Agreement or any other Collateral Document in accordance with a request or consent of the 

Controlling Party and such request and any action taken or failure to act pursuant thereto shall be 

binding upon all the Secured Parties. 

(b) The Purchase Money Note Guarantor, by its execution of this Agreement, 

shall be deemed to have consented to, approved or accepted or to be satisfied with, each 

document or other matter required to be consented to or approved by or acceptable or 

satisfactory to the Collateral Agent unless the Collateral Agent shall have received notice from 

the Purchase Money Note Guarantor prior to the proposed Closing Date specifying its objection 

thereto. 

Section 12.5 Liability of Collateral Agent. The Collateral Agent shall not be deemed to 

have knowledge or notice of the occurrence of any Default or Event of Default, unless the 

Collateral Agent shall have received written notice from a Grantor or any Secured Party referring 

to this Agreement, describing such Default or Event of Default and stating that such notice is a 

“notice of default.” The Collateral Agent will notify the Purchase Money Note Guarantor of its 

receipt of any such notice. The Collateral Agent shall take such action with respect to any Event 

of Default as may be directed by the Controlling Party in accordance with Article V; provided, 

however, that unless and until the Collateral Agent has received any such direction, the 

Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such 

action, with respect to such Event of Default as it shall deem advisable or in the best interest of 

the Secured Parties. 

Section 12.6 Successor Collateral Agent. 

The Collateral Agent may resign as the Collateral Agent upon thirty (30) days’ notice to 

the Purchase Money Note Guarantor and the Debtor; provided, however, that the prior written 

consent of the Purchase Money Note Guarantor and the Debtor will be required prior to the 

effectiveness of any such resignation. If the Collateral Agent resigns under this Agreement, the 

Controlling Party, with the written consent of the Debtor, shall appoint a successor collateral 

agent for the Secured Parties. If no successor collateral agent is appointed prior to the effective 

date of the resignation of the Collateral Agent, the retiring Collateral Agent may appoint, after 

consulting with the Purchase Money Note Guarantor and the Debtor, a successor collateral agent. 

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Upon the acceptance of its appointment as successor collateral agent hereunder, the Person 

acting as such successor agent shall succeed to all the rights, powers and duties of the retiring 

Collateral Agent and the term “Collateral Agent” shall mean such successor collateral agent, and 

the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be 

terminated. 

ARTICLE XIII
 

Miscellaneous
 

Section 13.1 Attorney-in-Fact. Each Grantor hereby constitutes and appoints the 

Collateral Agent the true and lawful attorney-in-fact of such Grantor, with full power and 

authority in the place and stead of such Grantor and in the name of such Grantor, Collateral 

Agent or otherwise, subject to the terms of this Agreement and applicable Law, to enforce all 

rights, interests and remedies of such Grantor with respect to the Collateral; provided, however, 

that the Collateral Agent shall not exercise any of the aforementioned rights unless an Event of 

Default has occurred and is continuing. This power of attorney is a power coupled with an 

interest and shall be irrevocable until the termination of this Agreement in accordance with the 

terms hereof; provided, however, that nothing in this Agreement shall prevent such Grantor 

from, prior to the exercise by the Collateral Agent of any of the aforementioned rights, utilizing 

the Collateral to transact Grantor ordinary course business operations. 

Section 13.2 No Petition. Each of the Collateral Agent and the Purchase Money Note 

Guarantor hereby covenants and agrees that it will not at any time institute against Debtor, or 

join in any institution against Debtor of, any bankruptcy, reorganization, arrangement, 

insolvency or liquidation proceeding, or other proceedings under any United States federal or 

state bankruptcy or similar law in connection with any obligation relating to the Purchase Money 

Note, the Purchase Money Note Guaranty or this Agreement. 

Section 13.3 Reimbursement of Expenses. Except as prohibited by Law, if at any time 

the Collateral Agent or the Purchase Money Note Guarantor employs counsel in connection with 

the creation, perfection, preservation, or release of the security interest of the Collateral Agent in 

the Collateral or the enforcement of any of the Collateral Agent’s, or the Purchase Money Note 

Guarantor’s rights or remedies hereunder, all of the Collateral Agent’s and the Purchase Money 

Note Guarantor’s attorneys’ fees arising from such services and all other expenses, costs, or 

charges relating thereto shall become part of the Secured Obligations secured hereby and be paid 

by the Debtor on demand. 

Section 13.4 Termination of Security Interest. Upon the satisfaction and discharge in 

full of the Secured Obligations, the security interest and all other rights granted hereby shall 

terminate and all rights to the Collateral shall revert to the Debtor. Upon any such satisfaction, 

and discharge of the Secured Obligations, the Collateral Agent (a) upon the written request of the 

Debtor shall promptly execute and deliver all such documentation, Uniform Commercial Code 

termination statements and instruments as are necessary to release the Liens created pursuant to 

this Agreement and to terminate this Agreement, and (b) agrees, at the reasonable request of the 

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Debtor, to furnish, execute and deliver such documents, instruments, certificates, notices or 

further assurances as the Debtor may reasonably request as necessary or desirable to effect such 

termination and release, all at Debtor’s sole cost and expense. 

Section 13.5 Indemnification. 

(a) Each Grantor shall indemnify and hold harmless the Collateral Agent, the 

Purchase Money Note Guarantor and each of their respective Affiliates, and their respective 

officers, directors, employees, partners, principals, agents and contractors (the “Indemnified 

Parties”), from and against any losses, damages, liabilities, costs and expenses (including 

reasonable attorneys’ fees and litigation and similar costs, and other out-of-pocket expenses 

incurred in investigating, defending, asserting or preparing the defense or assertion of any of the 

foregoing), deficiencies, claims, interest, awards, judgments, penalties and fines (collectively, 

“Indemnification Losses”) arising out of or resulting from (i) any breach by any Grantor or any 

of its Affiliates or any of their respective officers, directors, employees, partners, principals, 

agents or contractors (including the Servicer and any Subservicer) (collectively, “Related 

Entities”) of any of their respective obligations under or covenants or agreements contained in 

this Agreement, the Collateral Documents or the Servicing Agreement (including any claim 

asserted by the Collateral Agent, the Purchase Money Note Guarantor against Debtor to enforce 

its rights pursuant to Article V), or any third-party allegation or claim based upon facts alleged 

that, if true, would constitute such a breach, or (ii) any gross negligence, bad faith or willful 

misconduct of any of the Related Entities (including any act or omission constituting theft, 

embezzlement, breach of trust or violation of any Law). Such indemnity shall survive the 

termination of this Agreement. In order for an Indemnified Party to be entitled to any 

indemnification provided for under this Agreement in respect of, arising out of or involving a 

Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party 

Claim”), such Indemnified Party shall deliver notice thereof to the Debtor promptly after receipt 

by such Indemnified Party of written notice of the Third Party Claim, describing in reasonable 

detail the facts giving rise to any claim for indemnification hereunder, the amount of such claim 

(if known) and such other information with respect thereto as is available to the Indemnified 

Party and as the Debtor may reasonably request. The failure or delay to provide such notice, 

however, shall not release any Grantor from any of its obligations under this Section 13.5 except 

to the extent that it is materially prejudiced by such failure or delay. 

(b) If for any reason the indemnification provided for herein is unavailable or 

insufficient to hold harmless the Indemnified Parties, the Debtor shall contribute to the amount 

paid or payable by the Indemnified Parties as a result of the Indemnification Losses of the 

Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the 

Indemnified Parties, on the one hand, and the Debtor or any Subsidiary Grantor (including the 

Servicer and any Subservicer), on the other hand in connection with a breach of the Debtor’s or 

any Subsidiary Grantor’s obligations under this Agreement. 

(c) If the Debtor confirms in writing to the Indemnified Party within fifteen 

(15) days after receipt of a Third Party Claim and the Debtor’s responsibility to indemnify and 

hold harmless the Indemnified Party therefor, the Debtor may elect to assume control over the 

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compromise or defense of such Third Party Claim at Debtor’s own expense and by the Debtor’s 

own counsel, which counsel must be reasonably satisfactory to the Indemnified Party; provided, 

however, that (i) the Indemnified Party may, if such Indemnified Party so desires, employ 

counsel at such Indemnified Party’s own expense to assist in the handling (but not control the 

defense) of any Third Party Claim; (ii) the Debtor shall keep the Indemnified Party advised of all 

material events with respect to any Third Party Claim; (iii) the Debtor shall obtain the prior 

written approval of the Indemnified Party before ceasing to defend against any Third Party Claim 

or entering into any settlement, adjustment or compromise of such Third Party Claim involving 

injunctive or similar equitable relief being imposed upon any Indemnified Party or any of its or 

his Affiliates; and (iv) no Grantor will, without the prior written consent of each Indemnified 

Party, settle or compromise or consent to the entry of any judgment in any pending or threatened 

action in respect of which indemnification may be sought hereunder (whether or not any such 

Indemnified Party is a party to such action), unless such settlement, compromise or consent by 

its terms obligates such Grantor to satisfy the full amount of the liability in connection with such 

Third Party Claim and includes an unconditional release of the Indemnified Party from all 

liability arising out of such Third Party Claim. 

(d) Notwithstanding anything contained in this Agreement to the contrary, the 

Debtor shall not be entitled to control (and if the Indemnified Party so desires, it shall have sole 

control over) the defense, settlement, adjustment or compromise of (but Debtor shall 

nevertheless be required to pay all Indemnification Losses incurred by the Indemnified Party in 

connection with such defense, settlement or compromise): (i) any Third Party Claim that seeks 

an order, injunction or other equitable relief against the Indemnified Party or any of its Affiliates; 

(ii) any action in which both Debtor or any Subsidiary Grantor (or any Affiliate) and the 

Indemnified Party are named as parties and either the Debtor or such Subsidiary Grantor (or such 

Affiliate) or the Indemnified Party determines with advice of counsel that there may be one or 

more legal defenses available to it that are different from or additional to those available to the 

other party or that a conflict of interest between such parties may exist in respect of such action; 

and (iii) any matter that raises or implicates any issue relating to any power, right or obligation of 

the FDIC under any Law. If the Debtor elects not to assume the compromise or defense against 

the asserted liability, fails to timely and properly notify the Indemnified Party of its election as 

herein provided, or, at any time after assuming such defense, fails to diligently defend against 

such Third Party Claim in good faith, the Indemnified Party may pay, compromise or defend 

against such asserted liability (but Debtor shall nevertheless be required to pay all 

Indemnification Losses incurred by the Indemnified Party in connection with such defense, 

settlement or compromise). In connection with any defense of a Third Party Claim (whether by 

the Debtor, a Subsidiary Grantor or the Indemnified Party), all of the parties hereto shall, and 

shall cause their respective Affiliates to, cooperate in the defense or prosecution thereof and to in 

good faith retain and furnish such records, information and testimony, and attend such 

conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested 

by a party hereto in connection therewith. 

Section 13.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY 

AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW BUT IF FEDERAL LAW 

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
DOES NOT PROVIDE A RULE OF DECISION, IT SHALL BE GOVERNED BY AND 

CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, 

EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER 

THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW 

OF ANOTHER JURISDICTION. NOTHING IN THIS AGREEMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 13.7 Jurisdiction, Venue and Service. 

(a) Each Grantor, for 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 Collateral Agent, the Purchase Money Note Guarantor or the Initial Member 

arising out of, relating to, or in connection with this Agreement or any other Ancillary 

Document, and waives any right to: 

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

court or dispute-resolution forum other than the court in which the Collateral Agent, the 

Purchase Money Note Guarantor or the Initial Member, as applicable, files the suit, action or 

proceeding without the consent of the Collateral Agent, the Purchase Money Note Guarantor or 

the Initial Member, as applicable; 

(B) assert that venue is improper in 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 for any suit, action or proceeding against it or any of its Affiliates commenced by the 

Collateral Agent, the Purchase Money Note Guarantor or the Initial Member arising out of, 

relating to, or in connection with this Agreement or any other 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 Collateral Agent, the Purchase 

Money Note Guarantor or the Initial Member, as applicable; 

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

State of New York; or 

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
(C) assert that the Supreme Court of the State of New York is 

an inconvenient forum. 

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

Affiliates against the Collateral Agent, the Purchase Money Note Guarantor or the Initial 

Member arising out of, relating to, or in connection with this Agreement or any Ancillary 

Document in only either the United States District Court for the Southern District of New York 

or the United States District Court for the District of Columbia, and waives any right to remove 

or transfer such suit, action or proceeding to any other court or dispute-resolution forum without 

the consent of the Collateral Agent, the Purchase Money Note Guarantor or the Initial Member, 

as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to 

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

District Court for the District of Columbia at the option of the Collateral Agent, the Purchase 

Money Note Guarantor or the Initial Member, as applicable; 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 13.7(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court of the State 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 Collateral Agent, the Purchase Money Note Guarantor or the 

Initial Member, as applicable. 

(b) Each Grantor, 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 13.7(a) may be enforced in any court of competent jurisdiction; 

(c) Subject to the provisions of Section 13.7(d), each Grantor, on behalf of 

itself and its Affiliates, the Collateral Agent, the Purchase Money Note Guarantor 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 13.7(a) or Section 13.7(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 Section 13.9 (with copies to such other Persons as specified 

therein); provided, however, that nothing contained in this Section 13.7(c) shall affect the right 

of any party to serve process in any other manner permitted by Law; 

(d) Nothing in this Section 13.7 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 13.7(a)(iii) and Section 

13.7(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 13.8 Waiver of Jury. EACH GRANTOR (ON BEHALF OF ITSELF AND ITS 

AFFILIATES), THE COLLATERAL AGENT, THE PURCHASE MONEY NOTE 

GUARANTOR AND THE INITIAL MEMBER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
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 13.9 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 mailed or delivered to the applicable address or 

electronic mail address of the parties specified below for such Person or to such other address or 

electronic mail address as shall be designated by such party in a notice to the other parties. All 

such notices and other communications shall be deemed to be given or made upon the earlier to 

occur of (i) actual receipt (or refusal thereof) by the relevant party hereto and (ii) (A) if delivered 

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

of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the 

mails, postage prepaid; and (C) if delivered by electronic mail, when delivered. In no event shall 

a voice mail message be effective as a notice, communication or confirmation hereunder. 

Address for notices or communications to the Debtor and any Subsidiary Grantor: 

Multibank 2010-1 SFR Venture, LLC 

5032 Parkway Plaza Blvd. 

Charlotte, NC 28217 

Attention: Shaun Ahmad 

E-Mail Address: Shaun.Ahmad@roundpointmortgage.com 

with a copy to: 

Multibank 2010-1 SFR Venture, LLC 

5032 Parkway Plaza Blvd. 

Charlotte, NC 28217 

Attention: Peter Schancupp 

E-Mail Address: Peter.Schancupp@roundpointmortgage.com 

Address for notices or communications to any of the Collateral Agent, the Initial 

Member and the Purchase Money Note Guarantor: 

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
 

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
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 

Section 13.10 Assignment. This Agreement shall inure to the benefit of and be binding 

on and enforceable against successors and assigns of each Grantor, the Collateral Agent, the 

Purchase Money Note Guarantor and the Initial Member; provided, however, that no Grantor 

shall assign its rights hereunder in whole or in part without the prior written consent of the 

Collateral Agent and the Purchase Money Note Guarantor. 

Section 13.11 Entire Agreement. This Agreement contains the entire agreement among 

the Grantors, the Collateral Agent, the Purchase Money Note Guarantor and the Initial Member 

with respect to the subject matter hereof and supersedes 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 of joinder) 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 Debtor’s rights 

under Article VI of the Contribution Agreement shall not be deemed a repurchase option for 

purposes of Section 2 of any such Confidentiality Agreement. 

Section 13.12 Amendments and Waivers. No provision of this Agreement may be 

amended or waived except in writing executed by all of the parties to this Agreement, except for 

Article II, any provision of which may be amended and waived in writing executed by the 

Debtor and Purchase Money Note Guarantor. 

Section 13.13 Confidentiality. Each Grantor shall keep confidential and shall not 

divulge to any party, without the prior written consent of the Collateral Agent, the Purchase 

Money Note Guarantor and the Initial Member, any information pertaining to this Agreement, 

the Mortgage Loans or any Borrower or the Underlying Collateral thereunder, except as required 

pursuant to this Agreement and except to the extent that it is necessary and appropriate for such 

Grantor to do so in working with legal counsel, auditors, taxing authorities, regulatory authorities 

or any other Governmental Authority; provided, however, that, to the extent that disclosure 

should be required by law, rule, regulation (including any securities listing requirements or the 

requirements of any self-regulatory organization), subpoena, or in connection with any legal or 

regulatory proceeding (including in connection with or pursuant to any action, suit, subpoena, 

arbitration or other dispute resolution process or other legal proceedings, whether civil or 

criminal, and including before any court or administrative or legislative body), such Grantor will 

use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by 

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
law) notify the Collateral Agent, the Purchase Money Note Guarantor and the Initial Member 

within one (1) Business Day after its knowledge of such legally required disclosure so that the 

Collateral Agent, the Purchase Money Note Guarantor and/or the Initial Member may seek an 

appropriate protective order. Notice shall be by telephone, by email and in writing. In the 

absence of a protective order or waiver, such Grantor may make such required disclosure if, in 

the written opinion of its outside counsel (which opinion shall be provided to the Collateral 

Agent, the Purchase Money Note Guarantor and the Initial Member prior to disclosure pursuant 

to this Section 13.13), failure to make such disclosure would subject such Grantor to liability for 

contempt, censure or other legal penalty or liability. 

Section 13.14 Reinstatement. This Agreement shall continue to be effective or be 

automatically reinstated, as the case may be, if at any time payment pursuant to this Agreement 

is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, 

reorganization, liquidation of any Grantor or upon the dissolution of, or appointment of any 

intervenor or conservator or, or trustee or similar official for, any Grantor or any substantial part 

of any Grantor’s assets, or otherwise, all as though such payments had not been made, and the 

Debtor shall pay the Collateral Agent or the Purchase Money Note Guarantor on demand all 

reasonable costs and expenses (including reasonable fees of counsel) incurred by the Collateral 

Agent or the Purchase Money Note Guarantor in connection with such rescission or restoration. 

Section 13.15 Interpretation; No Presumption. Headings are intended solely for 

convenience of reference and shall not affect the meaning or interpretation of the provisions of 

this Agreement. This Agreement shall be construed fairly as to each party hereto and if at any 

time any such term or condition is desired or required to be interpreted or construed, no 

consideration shall be given to the issue of who actually prepared, drafted or requested any term 

or condition of this Agreement or any agreement or instrument subject hereto. 

Section 13.16 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 of clauses (a) 

or (b), 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, (p) modify such provision (including without limitation, 

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

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
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 

13.16 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 

13.6. 

Section 13.17 Survival. All obligations made herein shall survive the execution and 

delivery of this Agreement. Except as otherwise provided in this Agreement or implied by 

applicable law, the obligations of each Grantor set forth in this Agreement shall terminate only 

upon the satisfaction and discharge in full of the Secured Obligations. 

Section 13.18 No Third Party Beneficiaries. This Agreement is made for the sole benefit 

of the Collateral Agent, the Purchase Money Note Guarantor, the Secured Parties and the 

Grantors and their respective 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 

of the Mortgage Loans) shall have any rights or remedies under or by reason of this Agreement. 

Section 13.19 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 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. 

[Remainder of Page Intentionally Left Blank] 

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FDIC SFR 2010-1 

Form of Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, 

intending to legally bound, have caused this Agreement to be duly executed. 

MULTIBANK2010-1 SFR VENTURE, LLC, as 

Debtor 

By: 

By: 

Name: Shaun Ahmad 

Title: Vice President 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, in its corporate capacity as 

Purchase Money Note Guarantor 

By:_________________________________ 

Name: Ralph Malami 

Title: Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, in its separate capacities as 

receiver for each ofthe Failed Banks, as Collateral 

Agent 

By: -----=~~~~~----------------- Name: Ralph Malami 

Title: Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Initial Member, solely for 

purposes of Sections 4.l(a), 4.l(c), 5.l(a)(vi)-(ix), 

5.l(b), 5.1(c), 5.5, 11.1, 11.2 and 13.6-13.19 

By:________________ 

Name: Ralph Malami 

Title: Attorney-in-Fact 

FDIC SFR 2010-1 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, 

intending to legally bound, have caused this Agreement to be duly executed. 

MULTIBANK2010-1 SFR VENTURE, LLC, as 

Debtor 

By: Roundpoint Ventures I, LLC, as Manager 

By:____________________________ 

Name: 

Title: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, in its corporate capacity as 

Purchase Money Note Guarantor 

Title: Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, in its separate capacities as 

receiver for each of the Failed Banks, as Collateral 

Agent 

Title: Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Initial Member, solely for 

purposes of Sections 4.l(a), 4.1(c), 5.1(a)(vi)-(ix), 

5.1(b), 5.l(c), 5.5, 11.1, 11.2 and 13.6-13.19 

Title: Attorney-in-Fact 

FDIC SFR 2010-1 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 
EXHIBIT A
 

FORM OF JOINDER AGREEMENT
 

THIS JOINDER AGREEMENT, dated as of _________ __, 20__, is delivered 

pursuant to Section 8.12 of the Reimbursement and Security Agreement, dated as of the 1st day 

of April, 2010, by and among Multibank 2010-1 SFR Venture, LLC, a Delaware limited liability 

company, each of the other entities that becomes a party thereto pursuant to Section 8.12 thereof, 

the Federal Deposit Insurance Corporation, acting in its corporate capacity, Federal Deposit 

Insurance Corporation, as Receiver, as Collateral Agent for the Secured Parties, and, solely for 

purposes of Sections 4.1(a), 4.1(c), 5.1(a)(vi) – (ix), 5.1(b), 5.1(c), 5.5, 11.1, 11.2 and 13.6 – 

13.19 thereof, Federal Deposit Insurance Corporation, as Receiver, as Initial Member under the 

LLC Operating Agreement (the “Reimbursement and Security Agreement”). Capitalized terms 

used herein without definition are used as defined in the Reimbursement and Security 

Agreement. 

By executing and delivering this Joinder Agreement, the undersigned, as provided 

in Section 8.12 of the Reimbursement and Security Agreement, hereby becomes a party to the 

Reimbursement and Security Agreement as a Grantor thereunder with the same force and effect 

as if originally named as a Grantor therein and, without limiting the generality of the foregoing, 

as collateral security for the prompt and complete payment and performance when due (whether 

at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, 

hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the 

Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on 

and security interest in, all of its right, title and interest in, to and under the Collateral of the 

undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The 

undersigned hereby agrees to be bound as a Grantor for the purposes of the Reimbursement and 

Security Agreement. 

The undersigned hereby represents and warrants that each of the representations 

and warranties contained in Article VII of the Reimbursement and Security Agreement 

applicable to it is true and correct in all material respects with respect to it on and as the date 

hereof as if made on and as of such date. 

A-1 

Reimbursement and Security Agreement 
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to 

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

[ADDITIONAL GRANTOR] 

By: 

Name: 

Title: 

ACKNOWLEDGED AND AGREED as of the date 

first above written: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Receiver, as Collateral Agent 

By: _________________________________________
 

Name:
 

Title:
 

A-2 

Reimbursement and Security Agreement