CRE Venture 2011-1 Structured Transaction 

REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT 


BY AND AMONG 


CRE VENTURE 2011-1, LLC, 


EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


IN ITS CAPACITY AS RECEIVER, 


AS PMN AGENT, 


AND 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


IN ITS CAPACITY AS RECEIVER, 


AS INITIAL MEMBER 


Dated as of August 10, 2011 


CRE Venture 2011-1 Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3.1 

EXECUTION VERSION 
TABLE OF CONTENTS 


ARTICLE I Definitions ..................................................................................................................2 


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


Section 1.2 Other Interpretive Provisions .......................................................................2 


ARTICLE II Reimbursement .........................................................................................................2 


Section 2.1 Reimbursement ............................................................................................2 


Section 2.2 Obligations Absolute ...................................................................................3 


ARTICLE III Security Interest ..................................................................................................... .4 


Section 3.1 Granting of Security Interest.. ..................................................................... .4 


Section 3.2 Asset Defaults; Acquisition of Collateral ....................................................6 


Section 3.3 Continuing Security Interest ........................................................................7 


Section 3.4 Destruction of Secured Parties Collateral ....................................................8 


Section 3.5 Releases ofCollateral ..................................................................................8 


Section 3.6 Financing Statements ...................................................................................8 


Section 3.7 Power of Attomey ........................................................................................8 


ARTICLE IV Events of Default.....................................................................................................9 


Section 4.1 Events of Default .........................................................................................9 


ARTICLE V Remedies ................................................................................................................. 13 


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


Section 5.2 Application of Proceeds ............................................................................. 19 


Section 5.3 Sale of Secured Parties Collateral. .............................................................20 


Section 5.4 No Impairment ofAction...........................................................................21 


Section 5.5 Remedies Cumulative; Waiver ..................................................................21 


Section 5.6 Waiver of Certain Rights and Remedies ....................................................21 


ARTICLE VI Guaranty ................................................................................................................22 


Section 6.1 Guaranty .....................................................................................................22 


Section 6.2 Right of Contribution .................................................................................22 


Section 6.3 No Subrogation ..........................................................................................23 


Section 6.4 Amendments, etc. with Respect to the Secured Obligations .....................23 


Section 6.5 Guaranty Absolute and Unconditional. ......................................................23 


Section 6.6 Reinstatement.............................................................................................24 


Section 6.7 Payments ....................................................................................................25 


Section 6.8 Information ................................................................................................25 


ARTICLE VII Representations And Warranties .........................................................................25 


Section 7.1 Representations and Warranties .................................................................25 


ARTICLE VIII Covenants ...........................................................................................................27 


Section 8.1 Company Accounts ....................................................................................27 


Section 8.2 Grantor Status; Licensing ..........................................................................27 


CRE Venture 2011-1 Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

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EXECUTION VERSION 
Section 8.3 LLC Operating Agreement ........................................................................27 


Section 8.4 Custodian/Paying Agent ............................................................................27 


Section 8.5 Compliance with Law ................................................................................28 


Section 8.6 Servicer ......................................................................................................28 


Section 8.7 Certain Restrictions ....................................................................................28 


Section 8.8 Change in Jurisdiction, Name, Location or Identity ..................................29 


Section 8.9 Payment of Principal on Purchase Money Notes; Reimbursement 


ofPMN Agent ............................................................................................29 


Section 8.10 Protection of Secured Parties Collateral; Further Assurances ...................29 


Section 8.11 REO Collateral Documents ........................................................................29 


Section 8.12 Additional Grantors ...................................................................................30 


Section 8.13 Transaction with Affiliates ........................................................................30 


Section 8.14 Books and Records; Reports; Certifications; Audits .................................30 


Section 8.15 Insurance ....................................................................................................31 


Section 8.16 Recovery ofExpenses; Interest. .................................................................31 


Section 8.17 [Intentionally Omitted] ..............................................................................31 


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


Section 8.19 Guaranteed Purchase Money Notes Reissuance Fee .................................31 


Section 8.20 Transfers and Holding of Collateral ..........................................................32 


ARTICLE IX Required Consent; Limits on Liability ..................................................................32 


Section 9.1 Required Consents .....................................................................................32 


Section 9.2 Limitation ofLiability ................................................................................34 


ARTICLE X Release of Secured Parties Collateral .....................................................................35 


Section 10.1 Release of Secured Parties Collateral ........................................................ 3 5 


ARTICLE XI Liquidation of Assets ............................................................................................35 


Section 11.1 Rights to Liquidate Assets and Secured Parties Collateral ........................35 


Section 11.2 Exercise of Rights to Liquidate Assets and Secured Parties 


Collateral ....................................................................................................36 


ARTICLE XII PMN Agent ..........................................................................................................36 


Section 12.1 Appointment and Authorization of PMN Agent.. ...................................... 36 


Section 12.2 Delegation of Duties .................................................................................. 3 7 


Section 12.3 Liability of PMN Agent.. ........................................................................... 3 8 


Section 12.4 Reliance by PMN Agent ............................................................................38 


Section 12.5 Liability ofPMN Agent.. ........................................................................... 39 


Section 12.6 Successor PMN Agent ...............................................................................39 


Section 12.7 PMN Agent May File Proofs ofClaim ..................................................... .40 


ARTICLE XIII Miscellaneous.................................................................................................... .40 


Section 13.1 Attomey-in-Fact........................................................................................ .40 


Section 13.2 [Intentionally Omitted] ..............................................................................41 


Section 13.3 Reimbursement ofExpenses ......................................................................41 


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Version 3.1 

EXECUTION VERSION 
Section 13.4 Termination of Security Interest ................................................................41 


Section 13.5 Indemnification ..........................................................................................41 


Section 13.6 Governing Law ......................................................................................... .43 


Section 13.7 Jurisdiction, Venue and Service ................................................................ .44 


Section 13.8 Waiver of Jury........................................................................................... .46 


Section 13.9 Notices .......................................................................................................46 


Section 13.10 Assignment ................................................................................................ 4 7 


Section 13.11 Entire Agreement ...................................................................................... .48 


Section 13.12 Amendments and Waivers ........................................................................ .48 


Section 13.13 [Intentionally Omitted] ............................................................................. .48 


Section 13.14 Reinstatement.. .......................................................................................... .48 


Section 13.15 Interpretation; No Presumption ................................................................. .48 


Section 13.16 Severability ............................................................................................... .49 


Section 13.17 Survival ......................................................................................................49 


Section 13.18 No Third Party Beneficiaries .................................................................... .49 


Section 13.19 Counterparts; Facsimile Signatures ...........................................................50 


Exhibit A Joinder Agreement 

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CRE Venture 2011-1 Structured Transaction 


Reimbursement, Security and Guaranty Agreement 


Version 3. I 


EXECUTION VERSION 

REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT 


THIS REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT, effective 

as of August 10, 2011 (this "Agreement"), is entered into by and among: (i) CRE Venture 

2011-1, LLC, a Delaware limited liability company (the "Debtor" or the "Company"); (ii) each 

other entity listed on the signature pages hereof or 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"); (iii) the Federal Deposit Insurance Corporation in its capacity as 

Receiver, as the PMN Agent (in such capacity, the "PMN Agent"), (iv) the Federal Deposit 

Insurance Corporation, in its capacity as Receiver, as the Initial Member under the LLC 

Operating Agreement referred to below (in such capacity, the "Initial Member"), solely for 

purposes of Sections 5.1(a)(vi), 5.1 (a)( viii), 5.1(a)(ix), 5.1 (a)(x), U, and 13.6- 13.19. 

WHEREAS, pursuant to the Contribution Agreement, (i) the Transferor has transferred 

all of its right, title and interest in and to the Assets, including equity interests in Ownership 

Entities and certain Acquired REO Property, to the Debtor partly as a sale and partly as a capital 

contribution, and in consideration for the transfer of the Assets to the Debtor to the extent such 

transfer constitutes a sale, the Debtor has issued to the Transferor the Purchase Money Notes, 

dated as of the Closing Date, in the aggregate principal face amount of $170,224,042.00, 

inclusive of the Purchase Money Notes Issuance Fee, and (ii) the Debtor has agreed to execute 

and deliver this Agreement; 

WHEREAS, although only a single Class of Purchase Money Notes will be issued on the 

Closing Date, the Transferor has the right pursuant to Section 8.4 of the Contribution Agreement 

(subject to certain limitations set forth therein) to replace such single Class of Purchase Money 

Notes with one, or multiple, Classes of Purchase Money Notes having varying maturity dates and 

aggregate principal amounts; 

WHEREAS, (i) pursuant to Section 8.4 of the Contribution Agreement, the Transferor 

from time to time may elect in its sole discretion to procure the execution and delivery of a 

Purchase Money Notes Guaranty pursuant to which, inter alia, the Purchase Money Notes 

Guarantor thereunder guarantees the payment when due of the principal of any Class of the 

Purchase Money Notes, (ii) further Purchase Money Notes Guarantees may be issued pursuant to 

Section 2.8 of the Custodial and Paying Agency Agreement and (iii) the Company is to be 

obligated to reimburse each Purchase Money Notes Guarantor for any payments made by it 

pursuant to any Purchase Money Notes Guaranty; and 

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

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

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

Transferor to provide financing to Debtor pursuant to the terms of the Purchase Money Notes; 

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 PMN Agent and the Initial Member agree as follows: 

CRE Venture 2011-1 Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3.1 

EXECUTION VERSION 
ARTICLE I 


Definitions 


Section 1.1 Definitions. 

(a) For purposes of this Agreement, terms used herein (including in the 

preamble and recitals hereto), to the extent the same are defined in, or by reference in, that 

certain Agreement of Definitions - CRE Venture 2011-1 Structured Transaction dated as of the 

date hereof among the parties hereto and certain others (as the same may be amended from time 

to time in accordance with the terms set forth herein for the amendment ofthis Agreement) (the 

"Agreement of Definitions"), and are not otherwise defined herein, shall have the meanings and 

definitions given, or referred to, in the Agreement of Definitions. 

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

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

meanings given to them in the NY 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. The Rules of Construction apply to this 

Agreement and each other Secured Parties Collateral Document, unless otherwise specified 

herein or in such other Secured Parties Collateral Document. 

ARTICLE II 


Reimbursement 


Section 2.1 Reimbursement. The Debtor agrees to pay (i) each Purchase Money 

Notes Guarantor, on the Distribution Date following any payment by such Purchase Money 

Notes Guarantor with respect to the Guaranteed Obligations under any Purchase Money Notes 

Guaranty (including pursuant to Section 16(b) of any Purchase Money Notes Guaranty), the 

amount of such payment (provided, however, that any such payment by such Purchase Money 

Notes Guarantor occurring after the Determination Date immediately preceding such 

Distribution Date shall be payable on the second Distribution Date following such payment) 

pursuant to this Section 2.1, and (ii) to the PMN Agent for distribution solely among the 

Purchase Money Notes Guarantors for any day on which a Purchase Money Notes Trigger Event 

is continuing, interest on an amount equal to the lesser of (x) the amount, if any, necessary to be 

added to the Defeasance Account to cause the Purchase Money Notes Trigger Event to cease to 

exist and (y) the aggregate amount remaining unpaid by the Debtor to all Purchase Money Notes 

Guarantors pursuant to clause (i) of this Section 2.1 for each day unpaid, from the occurrence of 

a Purchase Money Notes Trigger Event until the earlier of (I) the day such Purchase Money 

Notes Trigger Event ceases to exist and (II) the day all amounts owing to all Purchase Money 

Notes Guarantors pursuant to clause (i) ofthis Section 2.1 are reimbursed in full (both before and 

after judgment), payable on each Distribution Date, at a rate per annum equal to the LIBOR Rate 

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Reimbursement, Security and Guaranty Agreement 

Version 3. I 

EXECUTION VERSION 
plus 3.00% (calculated on an actual/360 day basis). All payments by the Debtor pursuant to this 

Section 2.1 shall be made free and clear of set-off or counterclaim in lawful currency of the 

United States and in immediately available funds. For the avoidance of doubt, for all purposes of 

this Agreement, including this Section 2.1 and Section 5.2, (A) no payment by any Purchase 

Money Notes Guarantor with respect to the Guaranteed Obligations under any Purchase Money 

Notes Guaranty (including pursuant to Section 16(b) of any Purchase Money Notes Guaranty) 

shall be deemed to constitute a payment by the Debtor in respect of the Purchase Money Notes 

(such that, for example, any determination for purposes of any Purchase Money Note or this 

Agreement of the aggregate outstanding principal amount of the Purchase Money Notes (or any 

Class of Purchase Money Notes) shall disregard any such payment by any Purchase Money 

Notes Guarantor), (B) any payment to any Purchase Money Notes Guarantor (from the Debtor, 

from the proceeds of any Secured Parties Collateral or otherwise from any Asset Proceeds, but 

excluding, for the avoidance of doubt, any deemed payment pursuant to clause (C)) on account 

of amounts owed to such Purchase Money Notes Guarantor pursuant to this Section 2.1 above 

shall be applied (I) first to any amount owed to such Purchase Money Notes Guarantor pursuant 

to clause (ii) above, (II) second, to any amount owed to such Purchase Money Notes Guarantor 

pursuant to clause (i) above in respect of any amount paid by such Purchase Money Notes 

Guarantor pursuant to Section 16(b) of any Purchase Money Notes Guaranty, and (III) third to 

any amount owed to such Purchase Money Notes Guarantor pursuant to clause (i) above (other 

than any amount paid by such Purchase Money Notes Guarantor pursuant to Section 16(b) of any 

Purchase Money Notes Guaranty), and to the extent (and solely to the extent) so applied as 

described in clause (B)(III) shall be deemed to constitute a payment by the Debtor in respect of 

the Class of Purchase Money Notes in respect of which the Purchase Money Notes Guarantor 

payment was made, and (C) any payment to any Purchase Money Notes Guarantor as the 

subrogee (as the result of any payment made by such Purchase Money Notes Guarantor with 

respect to the Guaranteed Obligations under any Purchase Money Notes Guaranty) to the rights 

of any Holders of Guaranteed Purchase Money Notes (excluding, for the avoidance of doubt, any 

deemed payment pursuant to clause (B)) shall, as between the Grantors and such Purchase 

Money Notes Guarantor, for the purpose of determining the amount owed by the Debtor 

pursuant to this Section 2.1, be deemed to be applied in the order set forth in clauses (B)(I), (II) 

and (III). For the avoidance of doubt, this Section 2.1 applies only if any Purchase Money Notes 

Guaranty is executed and delivered. 

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, any Purchase 

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

thereto; 

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

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

Guaranty; 

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

may have at any time against any Purchase Money Notes Guarantor, the Transferor or any other 

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

transaction; 

(d) payment by the Purchase Money Notes Guarantor pursuant to any 

Purchase Money Notes Guaranty against demand of the Holders or the Paying Agent that does 

not comply with the terms ofsuch Purchase Money Notes Guaranty; and 

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

Money Notes 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 pursuant to this Agreement. 

ARTICLE III 

Security Interest 

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

performance of the Secured Obligations when due (whether at stated maturity, by acceleration or 

otherwise) and each Subsidiary Grantor's payment and performance of its guaranty of payment 

and performance of the Secured Obligations, each Grantor hereby transfers, assigns, sets over, 

pledges, conveys, mortgages and grants to the PMN Agent for its benefit and for the benefit of 

the Secured Parties, and hereby grants to the PMN Agent for its benefit and the benefit of the 

Secured Parties a continuing security interest in, lien on and right of setoff against, all of such 

Grantor's right, title and interest in and to the Secured Parties Collateral. The "Secured Parties 

Collateral" means all of the following, in each case whether now owned or hereafter acquired, 

whether now existing or hereafter arising, wherever located and regardless of whether such 

property is in the future subdivided into one or more groups to separately secure the Debtor's and 

each Subsidiary Grantor's obligations hereunder: all accounts, chattel paper, deposit accounts, 

documents (as defined in the UCC), equipment, fixtures, general intangibles, Intellectual 

Property, instruments, insurance (as defined in the UCC), inventory, investment property, letterof-credit rights, money (as defined in the UCC) and other property of each Grantor (and any 

supporting obligations related thereto), including: 

(a) the Assets, including all future advances made with respect thereto; 

(b) the Asset Documents; 

(c) all amounts payable to any Grantor pursuant to the Asset Documents and 

all obligations owed to any Grantor in connection with the Assets and the Asset Documents; 

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CRE Venture 2011-1 Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3.1 

EXECUTION VERSION 
(d) all of each Grantor's right, title and interest in, to or under the Collateral; 

(e) all Acquired Property; 

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

whether known or unknown, against any 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 Assets or the Asset 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 

Asset Documents or the transactions related thereto or contemplated thereby; 

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

account of any Grantor under the Assets, including all distributions received through any 

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

any Borrower, Obligor or other obligor under or with respect to the Assets, and any securities, 

interest, dividends or other property that may be distributed or collected with respect to any of 

the foregoing; 

(h) the Company Accounts and any other accounts established by the Debtor 

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

(i) all Ownership Interests in all Ownership Entities (collectively, the 

"Pledged Interests"); 

(j) all of each Grantor's right, title and interest m and to all msurance 

policies; 

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

any ofthe foregoing, and the rights to receive such proceeds and products; and 

(l) all of each Grantor's right, title and interest in, to or under any and all 

books, correspondence, credit files, records, invoices, documents and other papers, including all 

tapes, cards, computer runs and other papers and documents, in the possession or under the 

control of such Grantor or any computer bureau or service company from time to time acting for 

such Grantor (including all files, books and records maintained from time to time pursuant to the 

Reporting and Access Schedule). 

For the avoidance of doubt, the "Secured Parties Collateral" includes all Acquired REO Property 

notwithstanding that neither REO Mortgages nor UCC fixture filings are required to be recorded 

or filed with respect thereto. All of the Notes and other Custodial Documents shall be held by 

the Custodian as set forth in Section 8.4 (except and to the extent the same are permitted to be 

removed from the Custodian's possession as provided in the Custodial and Paying Agency 

Agreement). Pursuant to Section 3.1 of the Contribution Agreement, the Receiver (as the PMN 

Agent) shall retain possession of the Notes and other Custodial Documents until such time as the 

Debtor retains the Custodian/Paying Agent pursuant to the provisions of Section 8.4 and, at such 

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CRE Venture 2011-1 Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3.1 

EXECUTION VERSION 
time, the Transferor shall cause the Custodian to take possession of the Notes and other 

Custodial Documents (to the extent they are in the possession of the Transferor or any of its 

employees or contractors (and have actually been located and collected for delivery pursuant to 

the Contribution Agreement) as of the Closing Date) on behalf of the PMN Agent. The Debtor 

shall deliver to the PMN Agent (unless the Custodian/Paying has been appointed, in which case 

the Debtor shall deliver to the Custodian) within sixty days after the Closing Date, (x) for each 

Loan, an Allonge, and (y) for each Mortgage included in the Collateral Documents (except, 

subject to the last sentence of this Section 3.1, in the case of any MERS Designated Loan), a 

Mortgage Assignment, in blank, and executed by the Debtor. Such Allonges and Mortgage 

Assignments shall be held by the Custodian 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 PreApproved Charges for purposes of the Custodial and Paying Agency Agreement. The PMN 

Agent may use the Allonge to effect the endorsement of a Note or the Mortgage Assignment to 

effect the assignment of a Mortgage at any time if an Event of Default occurs and is continuing. 

Notwithstanding anything in this Agreement to the contrary, ifthe Debtor (acting by and through 

the Manager in accordance with the applicable provisions of the LLC Operating Agreement) 

elects to remove any MERS Registered Mortgage from the MERS System in accordance with the 

LLC Operating Agreement and the Contribution Agreement, then the Debtor shall execute and 

deliver to the PMN Agent or the Custodian, as the case may be, the Mortgage Assignment 

described above in this Section 3.1 (for the avoidance of doubt, that the Debtor initially was 

excused from delivering pursuant to the parenthetical above in this Section 3.1 referring to 

MERS Designated Loans) promptly after the removal of such MERS Registered Mortgage from 

the MERS System (including the assignment of record of such MERS Registered Mortgage to 

the Company) and take such other action so as to cause such MERS Registered Mortgage and all 

Collateral relating to such MERS Registered Mortgage to be and remain subject to the first 

priority security interest granted pursuant to this Agreement. 

Section 3.2 Asset Defaults; Acquisition of Collateral. 

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

occurrence of an event of default pursuant to any of the Asset Documents, but subject to the 

other terms and conditions of this Agreement applicable thereto, 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 PMN Agent in the 

applicable Asset and the Collateral, (ii) the declaration and recording of a notice of such default 

and the acceleration of the maturity of the Asset, (iii) the institution of proceedings to foreclose 

the Asset Documents securing the Asset pursuant to the power of sale contained therein or 

through a judicial action, or to appoint a receiver, (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 

Collateral at a foreclosure sale or trustee's sale or the purchase of the personal property 

Collateral at a Uniform Commercial Code sale, (vii) the institution or continuation of 

proceedings to obtain a deficiency judgment against such Borrower or any Obligor and (viii) the 

institution of any other remedy provided for in the respective Asset Documents or at Law. 

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(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 acquire or to cause to be 

acquired all or any portion of any Collateral with respect to which there exists any 

Environmental Hazard. Except as otherwise directed by the Debtor, the Debtor shall procure that 

no Servicer or Subservicer, and no Subsidiary or other entity in which the Debtor owns any 

interest, shall acquire all or any portion of any 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 UCC or otherwise. Prior to acquisition of title (by the Servicer, any 

Subservicer, the Debtor, any Subsidiary of the Debtor or any other entity in which the Debtor 

owns any interest) to any Collateral (whether by foreclosure, deed in lieu of foreclosure, by 

power of sale or by sale pursuant to the UCC, or otherwise), the Debtor shall cause a Site 

Assessment to be commissioned with respect to such Collateral; provided, that the Debtor may 

rely on a third-party Site Assessment conducted within one year prior to acquiring title so long as 

the Debtor has obtained all relevant updates within one hundred and eighty days prior to 

acquiring title, and taken applicable further action, so as to be deemed to have satisfied the 

Environmental Protection Agency's "All Appropriate Inquiries" standards, set forth in 40 C.F.R. 

§ 312, for meeting the "Bona Fide Prospective Purchaser" and "Innocent Purchaser" defenses 

under the Superfund statute, 42 U.S.C. §§ 9601, 9607. If title to any 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 UCC, or otherwise, title to such 

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

to minimize financial loss to the Debtor and the PMN Agent, in each case, in conformity with 

any applicable Business Plan. 

(c) Acquired REO Property. If title to any Acquired REO Property is to be 

acquired by the Debtor by foreclosure, by deed in lieu of foreclosure, by power of sale, by sale 

pursuant to the UCC, or otherwise, title to such Acquired 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, and such Ownership Entity shall become a Subsidiary Grantor as set 

forth in Section 8.12. The purposes of the Ownership Entity shall be to hold the Acquired REO 

Property pending sale, to complete construction of such Acquired REO Property, if applicable 

and solely in accordance with the provisions of the Transaction Documents, and to operate the 

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

Debtor and the PMN Agent and to sell the Acquired REO Property as promptly as practicable in 

a way designed to minimize financial loss to the Debtor and the PMN 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 Secured Parties Collateral and shall remain in full force and 

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effect until the termination of all Purchase Money Notes Guaranties and the indefeasible 

payment, satisfaction and discharge of all Secured Obligations in full. It is the intent of each 

Grantor and the PMN Agent to (subject to the proviso to Section 8.1 0) create a continuing, 

perfected first priority security interest in the Secured Parties Collateral for the benefit of the 

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

Collateral, the taking or acceptance of additional security, or the resort by the PMN 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 ofthe released Secured Parties Collateral). 

Section 3.4 Destruction of Secured Parties Collateral. No mJury to, or loss or 

destruction of, the Secured Parties 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 Collateral. Each Grantor is authorized to cause the release or 

assignment of any Lien granted to or held by such Grantor on any Collateral, solely to the extent 

necessary, (i) upon a final, nonappealable order of a court of competent jurisdiction permitting or 

directing disposition thereof, (ii) upon payment of any Asset in full and satisfaction in full of all 

of the secured obligations with respect to an Asset or upon receipt of a discounted payoff as 

payment in full of an Asset, (iii) 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, (iv) in connection with such Grantor's sale of an Asset in accordance with Section 

10.1 of this Agreement or (v) in the case of condominium units, individual land parcels and 

similar portions of the Collateral, as are permitted in, and to the extent required by, the 

applicable Asset Documents; provided, however, that any such transaction is consistent with the 

Business Plan and the Asset Proceeds with respect to such sale or disposition are deposited into 

the Collection Account. For the avoidance of doubt, except as provided in the preceding 

sentence (and except as provided in Section 10.1 ), no Grantor shall release or assign any Lien 

granted to or held by such Grantor on any Collateral. 

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

ratifies and retroactively authorizes any filing made on or prior to the Closing Date, 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 PMN Agent may determine are necessary or advisable to perfect the 

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

Parties 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 PMN Agent may determine is 

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

Parties Collateral granted to the PMN Agent herein pursuant to the terms hereof. 

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

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 PMN Agent or otherwise, and with full power of substitution in 

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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 PMN Agent's discretion, following 

a failure by the Debtor to satisfy promptly its obligations pursuant to Section 3.1, Section 3.2, 

Section 4.1 0, Section 4.11 or Section 4.12 of the Contribution Agreement as it relates to the 

preparing, furnishing, executing and/or recording of all relevant Transfer Documents and other 

documents as may be reasonably necessary to satisfy the transfer and recording obligations of the 

Debtor pursuant to Section 3.1, Section 3.2, Section 4.10, Section 4.11 or Section 4.12, to 

execute, furnish and record all relevant Transfer Documents and other documents as may be 

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

Debtor shall reimburse the PMN Agent on demand for all costs and expenses incurred by the 

PMN Agent in connection with any exercise ofthe power of attorney set forth in this Section 3.7. 

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, the Private Owner or the Manager, as 

applicable, from the Initial Member of notice of the occurrence of an "Event of Default" 

(pursuant to and as such term is defined in the LLC Operating Agreement); or 

(b) the occurrence of any Insolvency Event (without any cure period other 

than as may be provided for in the definition of Insolvency Event) (i) with respect to (A) the 

Debtor, (B) the Private Owner or (C) the Specified Parent of the Private Owner (or, if such 

Specified Parent is comprised of more than one Person, any Person comprising such Specified 

Parent) or any Person that Controls, or is Controlled by, such Specified Parent (or, if such 

Specified Parent is comprised of more than one Person, any Person comprising such Specified 

Parent); or (ii) with respect to any Servicer (or any Subservicer); provided (for the avoidance of 

doubt, solely with respect to this clause (ii)) that, if such Servicer (or Subservicer) is not an 

Affiliate of the Private Owner, then such Insolvency Event pursuant to this clause (ii) shall not 

be an Event of Default pursuant to this Agreement (but in all events shall be a default under the 

applicable Servicing Agreement (or Subservicing Agreement)) so long as the Manager shall have 

fully replaced (or caused the replacement of) such affected Servicer (or Subservicer) within 

thirty days after the occurrence of such Insolvency Event; or 

(c) the occurrence of any Dissolution Event (without any cure period other 

than as may be provided for in the definition of Dissolution Event) (i) with respect to (A) the 

Debtor or (B) the Private Owner or (ii) with respect to the Servicer (or any Subservicer); 

provided (for the avoidance of doubt, solely with respect to this clause (ii)), that if such Servicer 

(or Subservicer) is not an Affiliate of the Private Owner, then such Dissolution Event pursuant to 

this clause (ii) shall not be an Event of Default pursuant to this Agreement (but shall in all events 

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be a default under the applicable Servicing Agreement (or Subservicing Agreement)) so long as 

the Manager shall have replaced (or caused the replacement of) such affected Servicer (or 

Subservicer) within thirty days after the occurrence of such Dissolution Event; or 

(d) any failure of the Debtor, the Private Owner or the Manager (in any 

capacity) to pay or to cause to be paid any Working Capital Expense when due, which failure 

continues unremedied for a period of thirty days or more after the date on which written notice of 

such failure requiring the same to be remedied shall have been given by the PMN Agent to the 

Debtor or otherwise shall have been given to the Debtor, the Private Owner or the Manager, as 

applicable; provided, however, that such failure to pay or cause to be paid any Servicing Expense 

relating to an Asset pursuant to this paragraph (d) shall not be an Event of Default pursuant to 

this Agreement, to the extent that the Debtor, the Private Owner or the Manager, as applicable, 

reasonably has determined in accordance with applicable Servicing Standards that such 

Servicing Expense, if so paid, when combined with all reimbursed previous Servicing Expenses, 

Required Funding Draws, and Pre-Approved Charges with respect to such Asset (and any 

remaining amounts owing to the Initial Member with respect to its servicing of such Asset as 

described in the Contribution Agreement), would not be recoverable from the Asset Proceeds 

from such Asset; or 

(e) any failure in any material respect of the Debtor, the Private Owner or the 

Manager (in any capacity) to perform any of its obligations under, or otherwise to comply with 

and observe any provision of, the LLC Operating Agreement, which failure continues 

unremedied for a period of thirty 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 by the PMN Agent 

or otherwise shall have been given to the Debtor, the Private Owner or the Manager (in any 

capacity), as applicable; or 

(f) the occurrence of either (i) any failure in any material respect by the 

Servicer or any Rated Subservicer to perform any of its obligations under, or otherwise to 

comply with and observe any provision of, the Servicing Agreement or applicable Subservicing 

Agreement, which continues unremedied for a period of thirty days after the date on which 

written notice of such failure requiring the same to be remedied shall have been given by the 

Initial Member or the Manager to the Servicer or by the PMN Agent to the Debtor, or (ii) a 

failure by the Manager (in its individual capacity) to replace the Servicer (or cause the 

replacement of an applicable Rated Subservicer) upon the occurrence of either (x) an Event of 

Default pursuant to this Agreement as a result of the Servicer's (or such Rated Subservicer's) 

acts or omissions or (y) a material breach by the Servicer (or such Rated Subservicer) of, or the 

occurrence of any "Default" under (and as defined in), the Servicing Agreement (including any 

such "Default" resulting from acts or omissions of such Rated Subservicer under its Subservicing 

Agreement) or applicable Subservicing Agreement, in the case of (x) or (y) that continues 

unremedied for a period of thirty 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 Manager (in any capacity) 

or by the PMN Agent to the Debtor; or 

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(g) any failure in any material respect of (i) the Manager (in any capacity) to 

perform any of its obligations under, or otherwise to comply with and observe any provision of, 

the Servicing Agreement or (ii) the Debtor to perform any of its obligations under, or otherwise 

to comply with and observe any provision of, the Custodial and Paying Agency Agreement 

(including any failure to pay fees or expenses due thereunder) that, in the case of (i) or (ii), 

remains unremedied for a period of thirty 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 by the PMN 

Agent or otherwise shall have been given to the Manager (in any capacity) or the Debtor, as 

applicable; 

(h) there shall be a change in the identity of the Manager or the Private Owner 

(including by action of, or at the direction of, the Initial Member) without the consent of the 

PMN Agent, or there shall occur (i) any breach (or, for the avoidance of doubt, any attempted or 

purported Disposition that, but for Section 8.5 of the LLC Operating Agreement, would have 

constituted a breach) of Section 8.1 or 8.2 of the LLC Operating Agreement or (ii) any Restricted 

Servicer Change of Control; provided (for the avoidance of doubt, solely with respect to this 

clause (ii)), that, if the Servicer (or Subservicer) is not an Affiliate of the Private Owner, then any 

such Restricted Servicer Change of Control shall not be an Event of Default under this clause (ii) 

(but shall in all events be a default under the applicable Servicing Agreement (or Subservicing 

Agreement)) so long as the Manager shall have fully replaced (or caused the replacement of) 

such affected Servicer (or Subservicer) within thirty days after the occurrence of such Restricted 

Servicer Change of Control; or 

(i) any failure of the Manager or the Private Owner to remit or cause to be 

remitted all Asset Proceeds to the Paying Agent (or to the applicable Company Account 

maintained with the Paying Agent) as and when required; or 

G) (x) any failure, of the Private Owner, at any time, for any reason or to any 

extent, to maintain in full the Additional Security, (y) the occurrence of any LC 

Reissuance/Extension Failure or (z) any failure, at any time, for any reason or to any extent, by 

an Issuing Bank to comply with any terms, agreements or conditions of any Qualifying Letter of 

Credit; or 

(k) any representation, warranty, certification or other written statement of 

fact made by or on behalf of any Grantor in this Agreement, the Custodial and Paying Agency 

Agreement or any other Secured Parties Collateral Document, or in any written statement or 

certificate at any time delivered pursuant to or in connection with this Agreement, the Custodial 

and Paying Agency Agreement or any other Secured Parties Collateral Document (including any 

Cash Flow and Distribution Report or Monthly Report), shall be (i) false or incorrect when 

made, to the extent such representation, warranty, certification or written statement of fact is 

qualified by materiality, or (ii) false or incorrect in any material respect when made, to the extent 

such representation, certification or written statement of fact is not qualified by materiality, and 

(in each case) such state of facts remains unremedied for a period of thirty days or more after the 

date on which written notice of such state of facts requiring the same to be remedied shall have 

been given by the PMN Agent to the Debtor or otherwise shall have been given to the Debtor; or 

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(I) any failure of the Debtor or the Manager to cause the liquidation of the 

Assets in accordance with Section 11.2 upon the exercise of the rights of the PMN Agent in 

Section 11.1; or 

(m) any failure by the Debtor or the Private Owner to pay or to cause the 

payment of any fees and expenses of the Custodian/Paying Agent when due, which failure 

continues umemedied for a period of thirty 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 the Private 

Owner, as applicable; or 

(n) [Intentionally Omitted] 

(o) the occurrence of a Purchase Money Notes Trigger Event, unless, within 

ten Business Days thereafter, the Private Owner makes an Excess Working Capital Advance 

pursuant to clause (y) of the first sentence of Section 5.5 of the LLC Operating Agreement in an 

amount equal to the sum of (i) the amount necessary to eliminate the shortfall described in the 

definition of the term "Purchase Money Notes Trigger Event" plus (ii) all interest that will have 

accrued pursuant to Section 2.1 hereof as of the Distribution Date on which the proceeds of such 

Excess Working Capital Advance will be distributed pursuant to Section 5 .1(c) of the Custodial 

and Paying Agency Agreement (it being understood and agreed for the avoidance of doubt that if 

a Purchase Money Notes Trigger Event shall occur, an Event of Default under this clause ( o) 

thereafter can only be avoided or (after the ten-Business Day period specified above) cured by 

the making of the Excess Working Capital Advance described (including in the amount 

described) above in this clause (o)); 

(p) any material provision of any Purchase Money Note, this Agreement, the 

Custodial and Paying Agency Agreement, the LLC Operating Agreement or any other Secured 

Parties Collateral Document, at any time after its execution and delivery and for any reason other 

than as expressly permitted hereunder or thereunder or satisfaction in full of all the Secured 

Obligations, ceases to be in full force and effect; or any Grantor or the Private Owner (including 

in its capacity as Manager) contests in any manner the validity or enforceability of any provision 

of any Purchase Money Note, this Agreement, the Custodial and Paying Agency Agreement, the 

LLC Operating Agreement or any other Secured Parties Collateral Document; or any Grantor or 

the Private Owner (including in its capacity as Manager) denies that it has any or further liability 

or obligation under any Purchase Money Note, this Agreement, the Custodial and Paying 

Agency Agreement, the LLC Operating Agreement or any other Secured Parties Collateral 

Document other than as expressly provided herein or therein, or purports to revoke, terminate or 

rescind any provision of any Purchase Money Note, this Agreement, the Custodial and Paying 

Agency Agreement, the LLC Operating Agreement or any other Secured Parties Collateral 

Document; or 

(q) (i) this Agreement shall for any reason (other than the absence of REO 

Mortgages or UCC fixture filings with respect to Acquired REO Property or otherwise pursuant 

to the express terms hereof) fail or cease to any extent to create a valid and perfected first priority 

Lien on all or any portion of the Secured Parties Collateral, or (ii) any Grantor or the Private 

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Owner (including in its capacity as Manager) shall so assert, and (with respect only to clause (i) 

and then only if such failure is not material) such failure continues unremedied for thirty days 

after the earlier to occur of (x) such Grantor obtaining actual knowledge of such failure or 

cessation or (y) receipt by such Grantor of written notice thereof from the PMN Agent or the 

Custodian and Paying Agent; 

(r) any breach of Section I O.l(s) of the LLC Operating Agreement, which 

breach continues unremedied for a period of thirty days or more after the date on which written 

notice of such breach requiring the same to be remedied shall have been given by the PMN 

Agent to the Debtor or the Private Owner or otherwise shall have been given to the Debtor or the 

Private Owner; or 

(s) any failure, in any respect, on the part of the Debtor to perform any of its 

obligations under, or otherwise to comply with and observe any provision of, Section 8.1, 8.2 

(first two sentences), 8.3, 8.7, ~' 8.12 or 8.20 ofthis Agreement; 

(t) at any time, there shall exist any PO Owner that has not executed and 

delivered (to each of the "Beneficiaries" named therein) a Specified Parent/Owner Undertaking; 

or 

(u) any failure (other than those specified in any of subsections (a) through (t) 

above) in any material respect on the part of the Debtor to perform any of its obligations under, 

or otherwise to comply with and observe any provision of, this Agreement (including any 

obligation imposed upon any Servicer or Subservicer), any other Secured Parties Collateral 

Document or the Custodial and Paying Agency Agreement (or any document related hereto or 

thereto) that continues unremedied for a period of thirty days or more after the date on which 

written notice of such failure requiring the same to be remedied shall have been given by the 

PMN Agent to the Debtor or otherwise shall have been given to the Debtor; provided, however, 

that in the case of a failure that cannot be cured within thirty days but which by its nature is 

curable, the cure period shall be extended for an additional thirty days if the Debtor can 

demonstrate to the reasonable satisfaction of the PMN Agent 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 PMN Agent may declare the Purchase Money Notes to be 

immediately due and payable, by a notice in writing to the Debtor and the Custodian/Paying 

Agent, and upon any such declaration the unpaid principal amount of each Purchase Money 

Note, together with all other accrued and unpaid amounts in respect thereof through the date of 

acceleration and any other amounts owed by the Debtor thereunder, shall become immediately 

due and payable without the necessity of any presentment, demand, protest or any other notice of 

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any kind, all of which are hereby expressly waived by the Debtor; provided, however, that with 

respect to an Event of Default pursuant to Section 4.1(b)(i)(A), the unpaid principal amount of, 

and other amounts, in respect of, each Purchase Money Note shall automatically become 

immediately due and payable without further act of the PMN Agent or any Holder; 

(ii) The PMN Agent may institute Proceedings for the collection of all 

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

otherwise, for the enforcement of any judgment obtained and/or for the collection from the 

Debtor of any moneys adjudged due; 

(iii) The PMN Agent may institute Proceedings from time to time for 

the complete or partial foreclosure of the Secured Parties Collateral or other collateral pursuant 

to any other Secured Parties Collateral Document; 

(iv) The PMN Agent may exercise any rights or remedies upon the 

occurrence of an Event of Default pursuant to this Agreement and/or any one or more of the 

other Secured Parties Collateral Documents and/or any rights or 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 PMN Agent; 

(v) The PMN Agent may sell the Secured Parties 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, (x) the PMN Agent may direct the Initial Member to 

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

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

enter into a new Servicing Agreement with a servicer selected by the Initial Member (in its sole 

and absolute discretion) or (y) the PMN Agent may exercise its direct rights, pursuant to the LLC 

Operating Agreement, the Servicing Agreement and any Subservicing Agreement to terminate 

the Servicer (and any Subservicers) and cause the Manager to enter into a new Servicing 

Agreement with a servicer selected by the PMN Agent (in its sole and absolute discretion); 

(vii) In addition to, and without limitation of, clause (iv), the PMN 

Agent may enter into separate arrangements for the Servicing (or for any portion of the 

Servicing) of the Assets (any successor servicer selected pursuant to clause (vi) or this clause 

(vii), a "Successor Servicer"); 

(viii) If an "Event of Default" pursuant to and as defined in the LLC 

Operating Agreement has occurred, (x) the PMN Agent may direct the Initial Member to 

exercise its right, and thereupon the 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), or (y) the PMN Agent may exercise its 

direct rights, pursuant to the LLC Operating Agreement, to terminate the existing Manager and 

appoint a new Manager selected by the PMN Agent (in its sole and absolute discretion); 

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

Operating Agreement has occurred, the PMN Agent may direct the Initial Member to exercise its 

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

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

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

Operating Agreement; 

(x) If an "Event of Default" pursuant to and as defined in the LLC 

Operating Agreement has occurred, the PMN Agent may direct the Initial Member to exercise 

some or all of its rights, and thereupon the Initial Member shall exercise such rights, described in 

clauses ill through .(y} of Section 3.13(a) of the LLC Operating Agreement (in addition to the 

rights described in Sections 5.1(a)(vi), 5.1(a)(viii), and 5.1(a)(ix) above); 

(xi) The PMN Agent may institute Proceedings for the collection of all 

amounts then payable to the Holders, whether by declaration or otherwise, for the enforcement of 

any judgment obtained and/or for the collection of any monies adjudged due pursuant to the 

Purchase Money Notes; 

(xii) The PMN Agent may institute Proceedings for the collection of all 

amounts then payable by any Subsidiary Grantor pursuant to Article VI of this Agreement, 

whether by declaration or otherwise, for the enforcement of any judgment obtained and/or for the 

collection from such Subsidiary Grantor of any monies adjudged due; 

(xiii) If an "Event of Default" pursuant to and as defined in the LLC 

Operating Agreement has occurred, the PMN Agent may exercise any and all rights and 

remedies of the PMN Agent under the LLC Operating Agreement, the Servicing Agreement 

and/or any Subservicing Agreement arising upon such occurrence (in addition to the right 

described in Sections 5.1(a)(vi)(y) above); 

(xiv) The PMN Agent otherwise may exercise on behalf of the Holders 

their rights and remedies pursuant to the Purchase Money Notes; 

(xv) The PMN Agent may declare all amounts owed to the Purchase 

Money Notes Guarantors pursuant to Section 2.1 to be immediately due and payable, by a notice 

in writing to the Debtor and the Custodian/Paying Agent, and upon any such declaration all such 

amounts, including any accrued and unpaid interest pursuant to Section 2.1, shall become 

immediately due and payable without the necessity of any presentment, demand, protest or any 

other notice of any kind, all of which are hereby expressly waived by the Debtor; provided, 

however, that with respect to an Event of Default pursuant to Section 4.1(b)(i)(A), all amounts 

owed to the Purchase Money Notes Guarantors pursuant to Section 2.1, including any accrued 

and unpaid interest pursuant to Section 2.1, shall automatically become immediately due and 

payable without further act of the PMN Agent or any Purchase Money Notes Guarantor; and/or 

(xvi) The PMN Agent may exercise any and all rights and remedies of 

any Grantor under or in connection with the Collateral and/or the Secured Parties Collateral, 

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including any and all rights of any Grantor to take or refrain from taking any action thereunder, 

or to receive, demand or otherwise require payment of any amount thereunder, or to require the 

performance of any provision thereof. In furtherance and not in limitation of the foregoing, the 

PMN Agent, on behalf of the Secured Parties, may: (A) notify any and all obligors under the 

aforementioned contracts that the same have been assigned to the PMN Agent, for the benefit of 

the Secured Parties, that the PMN Agent, on behalf of the Secured Parties, is entitled to exercise 

all rights pertaining thereto, and that all payments thereon and other performance thereunder are 

to be made and rendered directly and exclusively to the PMN Agent, for the benefit of the 

Secured Parties; (B) renew, extend, modify, amend, accelerate, accept partial payments or 

performance on, make allowances and adjustments and issue credits with respect to, release, 

settle, compromise, compound, collect or otherwise liquidate or deal with, on terms acceptable to 

the PMN Agent, on behalf of the Secured Parties, in whole or in part, the rights to the Secured 

Parties Collateral and any amounts owing thereon or any performance due thereunder or any of 

the Grantors' rights or interests therein; (C) enter into any other agreement relating to or 

affecting the rights to the Secured Parties Collateral; and (D) give all consents, waivers and 

ratifications in respect of the rights of each Grantor and exercise all other rights, powers and 

remedies and otherwise act with respect thereto as if it were the owner thereof. Each Grantor 

hereby releases the PMN Agent and the Secured Parties from, and agrees to hold each of them 

harmless from and against, any claims arising out of any action taken or omitted to be taken with 

respect to any such contracts. 

The rights of the PMN Agent under this Section 5 .I(a) are separate from, and in addition to, the 

rights of the PMN Agent under Section 12.4(e) of the LLC Operating Agreement. 

(b) Cooperation to Facilitate Disposition. In any event, if any Successor 

Servicer is appointed pursuant to the provisions of this Article V, the Company shall, and shall 

cause any Servicer (and any Subservicer) to, provide the PMN Agent and any Successor Servicer 

in a timely manner with all documents, records and data (including electronic documents, 

records and data) requested by the PMN Agent or any Successor Servicer to enable it and any 

Successor Servicer to assume the responsibilities as servicer, and to cooperate with the PMN 

Agent in effecting the termination of any Servicer (or Subservicer), including (i) the transfer 

within one 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 Asset, (ii) the 

transfer of all lock box accounts with respect to which payments or other amounts with respect to 

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

as the PMN Agent might specify and (iii) the assignment to PMN Agent (or any Person 

designated by the PMN Agent) of the right to access all such lockbox accounts, the Company 

Accounts and any other account into which Asset 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 PMN Agent or any Successor Servicer 

pursuant to this Section 5 .l(b) shall be limited to those documents in the Servicer' s (or its 

Subservicers') possession at the time of such transfer or which the Servicer (or any Subservicer) 

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

in the possession of the Custodian. The Company shall be liable for all costs and expenses 

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

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associated with the completion, correction or manipulation of servicing data as might be required 

to correct errors or insufficiencies in the servicing data to enable the PMN Agent and any 

Successor Servicer (and any Subservicers) to service the Assets properly and effectively, and 

(III) to retain and maintain the services of a Successor Servicer (and any Subservicers). Within a 

reasonable time after receipt of a written request of the Company for the same, the PMN Agent 

shall provide reasonable documentation evidencing such costs and expenses. 

(c) Pledged Interests. 

(i) In addition to, and without limitation of, the rights and remedies 

otherwise afforded to the PMN Agent in, or as described in, Sections 5.1(a), 2J...(hl and 2.]_, upon 

the occurrence and during the continuance of any Event of Default and notice from the PMN 

Agent to the Debtor of the PMN Agent's intention to exercise its rights under this Section 

5.l(c)(i): 

(A) All rights of the Debtor (x) to receive any dividends or 

distributions (or other proceeds) in respect of the Pledged Interests which it would otherwise be 

authorized to receive and (y) to exercise or refrain from exercising the voting and other 

consensual rights that it would otherwise be entitled to exercise in respect of the Pledged 

Interests shall cease, and all such rights shall thereupon become vested in the PMN Agent who 

shall thereupon have the sole right to receive and hold on behalf of the Secured Parties as 

Secured Parties Collateral such dividends or distributions (or other proceeds) and to exercise or 

refrain from exercising such voting and other consensual rights; 

(B) all dividends or distributions (or other proceeds) in respect 

of the Pledged Interests that are received by the Debtor contrary to the provisions of clause (A) 

above shall be received in trust for the benefit of the PMN Agent on behalf of the Secured 

Parties, shall be segregated from other funds of the Debtor, and shall be forthwith paid over to 

the PMN Agent as Secured Parties Collateral in the same form as so received (with any 

necessary indorsement or assignment); and 

(C) the Debtor shall promptly execute and deliver, and cause 

the issuers of the Pledged Interests to execute and deliver (and each Subsidiary Grantor hereby 

covenants to execute and deliver), to the PMN Agent such proxies and other instruments as may 

be necessary, or as the PMN Agent from time to time request, (x) to vest in the PMN Agent the 

powers intended to be vested in the PMN Agent pursuant to this Section 5.l(c)(i) and/or (y) to, 

during the continuance of an Event of Default and as specified by the PMN Agent in its 

discretion from time to time, transfer to the PMN Agent or its nominee such Ownership Interests 

as the PMN Agent may specify and/or (in the case of any Subsidiary Grantor that is a limited 

liability company) substitute the PMN Agent or its nominee as the substituted member in such 

limited liability company with all rights, powers and duties of a member. 

(ii) (A) In addition to and without limitation of Section 5.l(c)(i), the 

Debtor, being the sole holder and owner of the Pledged Interests (for the avoidance of doubt, 

now or hereafter issued), hereby irrevocably and unconditionally authorizes the PMN Agent, for 

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itself and for the benefit of the other Secured Parties, upon the occurrence and during the 

continuance of any Event of Default, to vote for the Debtor, as the Debtor's proxy, at any and all 

meetings of the members or shareholders of any issuer of any Pledged Interest (including, 

without limitation, at any meeting to consider any petition for relief under any Debtor Relief 

Law), and, as the Debtor's proxy, to consent or dissent to any action taken without a meeting, 

and further makes, constitutes and irrevocably and unconditionally appoints the PMN Agent, for 

itself and for the benefit of the other Secured Parties, upon the occurrence and during the 

continuance of any Event of Default, to act as the true and lawful proxy and attorney-in-fact in 

the name and on behalf of the Debtor, with full power to appoint a substitute or substitutes, to 

vote and execute and deliver written voting consents with respect to the Pledged Interests, to the 

same extent and with the same effect as the Debtor could do under any applicable Laws or 

regulations governing the rights and powers of members or shareholders of the applicable issuer 

of the Pledged Interests (the irrevocable proxy and power of attorney granted under this Section 

5.1(c)(ii)(A), the "Irrevocable Proxy"). 

(B) SUBJECT TO TERMINATION OF THIS AGREEMENT 

IN ACCORDANCE WITH SECTION 13.4 HEREOF, THE IRREVOCABLE PROXY IS 

IRREVOCABLE AND COUPLED WITH AN INTEREST. The Irrevocable Proxy is being 

given to the PMN Agent in connection with the pledge of, and grant of a security interest in, the 

Pledged Interests to the PMN Agent, for itself and for the benefit of the other Secured Parties 

pursuant to this Agreement. To the full extent permitted by applicable Law, all power and 

authority conferred under the Irrevocable Proxy shall not be terminated by any act of the Debtor 

or any issuer of any Pledged Interest or by operation of Law, by lack of appropriate power or 

authority, or by the occurrence of any other event or events, except as expressly provided in this 

Agreement. If, after the execution of the Irrevocable Proxy, any such event or events shall occur, 

the PMN Agent is nevertheless authorized and directed to vote the Pledged Interests in 

accordance with the terms of the Irrevocable Proxy as if such lack of appropriate power or 

authority or other event or events had not occurred and regardless of notice thereof. The 

Irrevocable Proxy shall be binding upon, and enforceable against, all beneficiaries, successors, 

assigns, transferees and legal representatives of the Debtor. 

(C) The parties hereto expressly acknowledge and agree that 

(x) the Irrevocable Proxy gives the PMN Agent, for itself and for the benefit of the other Secured 

Parties, upon the occurrence and during the continuance of an Event of Default, the right to vote 

(or consent) with respect to the Pledged Interests, and (y) from and after notice to such effect 

from the PMN Agent (during the continuance of an Event of Default) until the earlier of (I) such 

time as no Event of Default shall be continuing and (II) revocation by the PMN Agent of such 

first notice by a further notice to such effect from the PMN Agent, the rights of the PMN Agent 

described in clause (x) shall be exclusive, such that (without limitation) the Debtor shall not have 

any such rights described in clause (x). 

(iii) Each of the Debtor and each Subsidiary Grantor hereby 

irrevocably and unconditionally consents and agrees, including for all purposes of the 

Organizational Documents of such Subsidiary Grantor (and anything in such Organizational 

Documents to the contrary notwithstanding), to (x) the pledge, and grant of a security interest, by 

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the Debtor of the Ownership Interests in such Subsidiary Grantor pursuant to Section 3.1 hereof, 

and (y) the terms of this Section 5.1(c) above (including the exercise, during the continuance of 

an Event of Default and at the discretion of the PMN Agent, by the PMN Agent of all rights 

(including voting rights) of the Debtor with respect to such Ownership Interests as set forth in 

this Section 5.l(c) above). 

Section 5.2 Application of Proceeds. If the PMN Agent collects any amount pursuant 

to Section 5.1 of this Agreement, it shall pay out such amount in the following order 

notwithstanding anything in any Purchase Money Notes, the Custodial and Paying Agency 

Agreement or the Contribution Agreement to the contrary: (i) first, to payment of that portion of 

the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to 

the PMN Agent, in its capacity as such (i.e., for the PMN Agent's own account and not for the 

account of other Persons); (ii) second, to payment of that portion of the Secured Obligations 

constituting fees, expenses and indemnity payments payable to the Custodian/Paying Agent, in 

its capacity as such (i.e., for the Custodian/Paying Agent's own account and not for the account 

of other Persons) pursuant to the Custodial and Paying Agency Agreement; (iii) third, to the 

payment of any amount payable to any Purchase Money Notes Guarantor pursuant to Section 2.1 

(including interest accruing after the commencement by or against the Debtor of any proceeding 

under any Debtor Relief Laws naming the Debtor as a debtor in such proceeding, regardless of 

whether such principal, interest or costs, fees and expenses are allowed or admitted claims in 

such proceeding), in the order of priority set forth in clauses (B)(I), (II) and (Ill) of Section 2.1, 

ratably (separately in the case of each of clauses (B)(I), (II) and (III) of Section 2.1) to each 

Purchase Money Notes Guarantor in proportion to the respective amounts described in this 

clause (iii) payable to them (to the extent remaining unpaid after the application of any available 

funds in the Defeasance Account); (iv) fourth, to payment of that portion of the Secured 

Obligations constituting unpaid principal of the Purchase Money Notes, ratably to each Holder in 

proportion to the respective amounts described in this clause (iv) payable to them (to the extent 

remaining unpaid after the application of any available funds in the Defeasance Account), 

provided that, from and after the Guaranty Issuance Date, references in this clause to the 

"Purchase Money Notes" shall instead refer to the "Guaranteed Purchase Money Notes"; (v) 

fifth, from and after the Guaranty Issuance Date, to payment of that portion of the Secured 

Obligations constituting unpaid principal of the Non-Guaranteed Purchase Money Notes, ratably 

to each Holder in proportion to the respective amounts described in this clause (v) payable to 

them (to the extent remaining unpaid after the application of any available funds in the 

Defeasance Account); (vi) sixth, to payment of that portion of any other Secured Obligation 

owed to any Person, ratably among such Persons in proportion to the respective amounts 

described in this clause (vi) payable to them; and (vii) the balance, if any, to be (x) transferred to 

the Paying Agent for deposit into the Collection Account, or (y) applied as otherwise provided 

by Law; provided, however, that if the PMN Agent collects any money or property pursuant to 

Section 5.1 of this Agreement in respect ofthe Defeasance Account, it shall pay out such amount 

in the manner set forth in clauses (iii), (iv) (for the avoidance of doubt, giving effect to the 

proviso thereto), (v), (i), (ii), (vi) and (vii), in such order of priority (and, for the avoidance of 

doubt, applying references in said clauses to the application of any available funds in the 

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Defeasance Account as if they excluded any such money or property being distributed pursuant 

to this proviso). 

Section 5.3 Sale ofSecured Parties Collateral. 

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

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

portion of the Secured Parties Collateral remaining unsold, but shall continue unimpaired until 

the entire Secured Parties Collateral shall have been sold or all Secured Obligations shall have 

been paid. The PMN Agent from time to time may postpone any public Sale by public 

announcement made at the time and place of such Sale. The PMN 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 Secured Parties 

Collateral: 

(i) The PMN 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) To the maximum extent permitted by applicable Law, any Secured 

Party may be the purchaser of any or all of the Secured Parties Collateral at any such Sale and 

(with the consent of the PMN Agent, which may be withheld in its discretion) shall be entitled, 

for the purpose of bidding and making settlement or payment of the purchase price for all or any 

portion of the Secured Parties Collateral sold at any such public Sale, to use and apply all of any 

part of the Secured Obligations as a credit on account of the purchase price of any Secured 

Parties Collateral payable at such Sale; 

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

instrument of conveyance prepared by the Servicer (or applicable Subservicer) transferring its 

interest in any portion ofthe Secured Parties Collateral in connection with a Sale thereof; 

(iv) The PMN 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 Secured Parties Collateral in connection with a Sale thereof, and to take all action 

necessary to effect such Sale; 

(v) The PMN Agent is hereby authorized to comply with any 

limitation or restriction in connection with such Sale as it may be advised by counsel is necessary 

in order to avoid any violation of applicable Law (including compliance with such procedures as 

may restrict the number of prospective bidders and purchasers, require that such prospective 

bidders and purchasers have certain qualifications, and restrict such prospective bidders and 

purchasers to Persons who will represent and agree that they are purchasing for their own 

account for investment and not with a view to the distribution or resale of such Collateral), or in 

order to obtain any required approval of such Sale or of the purchaser by any Governmental 

Authority, and each Grantor further agrees that such compliance shall not result in such Sale 

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being considered or deemed not to have been made in a commercially reasonable manner, nor 

shall the PMN Agent be liable nor accountable to any Grantor for any discount allowed by 

reason of the fact that any Secured Parties Collateral is sold in compliance with any such 

limitation or restriction; and 

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

ascertain the PMN Agent's authority, inquire into the satisfaction of any conditions precedent or 

see to the application of any monies. 

If the PMN Agent effects a Sale of any of the Secured Parties Collateral upon credit, the 

Grantors will be credited only with payment actually made by the purchaser, received by the 

PMN Agent and applied in accordance with Section 5.2 hereof. In the event the purchaser fails 

to pay for the Secured Parties Collateral, the PMN Agent may resell the same, subject to the 

same rights and duties set forth herein. 

Section 5.4 No Impairment of Action. The PMN 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 PMN Agent shall be impaired by the recovery of 

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

judgment upon any portion of the Secured Parties Collateral or upon any of the assets of such 

Grantor. Any money or property collected by the PMN Agent shall be applied in accordance 

with Section 5.2. 

Section 5.5 Remedies Cumulative; Waiver. The rights of the PMN Agent 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. The PMN Agent may enforce 

any of its remedies pursuant to this Agreement successively or concurrently in its sole discretion 

(subject to any express limitation set forth in this Agreement). No delay or failure on the part of 

the PMN Agent to exercise any right or remedy to which it might become entitled pursuant to 

this Agreement upon an Event of Default shall constitute abandonment or waiver of any such 

right and the PMN Agent shall be entitled to exercise such right or remedy at any time during the 

continuance of an Event of Default. 

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

to 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 of the Secured Parties 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 in this Agreement, all other rights and 

remedies of such Grantor with respect thereto. 

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ARTICLE VI 


Guaranty 


Section 6.1 Guaranty. 

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

irrevocably, guaranties to the PMN 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) ofthe Secured Obligations. 

(b) Anything in this Agreement or in any other Transaction Document to the 

contrary notwithstanding, the maximum liability of each Subsidiary Grantor pursuant to this 

Agreement and the Transaction Documents shall in no event exceed the amount that validly can 

be guarantied by such Subsidiary Grantor, if any, pursuant to applicable federal and state Laws 

relating to the insolvency of debtors (after giving effect to the right of contribution established in 

Section 6.2 ofthis Agreement). 

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

and from time to time may exceed the amount of the liability of such Subsidiary Grantor 

pursuant to this Agreement without impairing the guaranty contained in this Section 6.1 or 

affecting the rights and remedies ofthe Secured Parties pursuant to this Agreement. 

(d) The guaranty contained in this Section 6.1 shall remain in full force and 

effect until the Secured Obligations have been indefeasibly paid, satisfied and discharged in full 

and this Agreement has been terminated, 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 Subsidiary Grantor, any other 

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

any Subsidiary 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 ofthe Secured Obligations shall be deemed to modify, reduce, release 

or otherwise affect the liability of any Subsidiary 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 Subsidiary Grantor pursuant to this Agreement until the Secured Obligations 

have been indefeasibly paid, satisfied and discharged in full and this Agreement has been 

terminated. 

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

extent that another Subsidiary Grantor shall have paid more than its proportionate share of any 

payment made pursuant to this Agreement, such Subsidiary Grantor shall be entitled to seek and 

receive contribution from and against any other Subsidiary Grantor pursuant to this Agreement 

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that has not paid its proportionate share of such payment. Each Subsidiary Grantor's right of 

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

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

the Secured Parties, and each Subsidiary Grantor shall remain liable to the Secured Parties for 

the full amount guarantied by such Subsidiary Grantor pursuant to this Agreement. 

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

Grantor pursuant to this Agreement or any set-off or application of funds of any Subsidiary 

Grantor by the Secured Parties, no Subsidiary Grantor shall be entitled to be subrogated to any of 

the rights of the Secured Parties against the Debtor or any other Subsidiary 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 Subsidiary Grantor seek or be entitled to seek any 

contribution or reimbursement from the Debtor or any other Subsidiary Grantor in respect of 

payments made by such Subsidiary Grantor hereunder, until the termination of this Agreement 

and the indefeasible satisfaction in full in cash of the Secured Obligations. If any amount shall 

be paid to any Subsidiary Grantor on account ofsuch 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 Asset Proceeds and shall be held by such Subsidiary Grantor in trust for 

the Secured Parties, segregated from other funds of such Subsidiary Grantor, and, immediately 

upon receipt by such Subsidiary Grantor, shall be deposited into the Collection Account. 

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 any Holder, any Purchase Money Notes 

Guarantor, the PMN Agent or any other Secured Party may be rescinded by such Person or any 

of the Secured Obligations continued, or 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 thereto, may, from time to time, in whole or in part, be renewed, extended, 

amended, modified, accelerated, compromised, waived, surrendered or released by any Holder, 

any Purchase Money Notes Guarantor, the PMN Agent or any the other Secured Party, or any 

Purchase Money Note, any Purchase Money Notes Guaranty and/or any other Transaction 

Document, or any other documents executed and delivered in connection therewith, may be 

amended, modified, supplemented or terminated, in whole or in part, or any collateral security, 

guaranty or right of offset at any time held by the PMN 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 PMN 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, amendment, Modification, waiver or accrual of any of 

the Secured Obligations and notice of or proof of reliance by the PMN Agent upon the guaranty 

contained in this Article VI or acceptance of the guaranty contained in this Article VI; the 

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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 

U.; and all dealings between the Debtor and any of the Grantors, on the one hand, and the PMN 

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 Subsidiary Grantor understands and 

agrees that the guaranty contained in this Article VI, and the grant by such Subsidiary Grantor 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 (i) the 

validity or enforceability of any Purchase Money Notes or any other Transaction 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 PMN Agent, for the benefit of 

the Secured Parties, (ii) 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 PMN Agent, or (iii) any other circumstance whatsoever (with or without 

notice to or knowledge of the Debtor or such Subsidiary Grantor) which constitutes, or may be 

construed to constitute, an equitable or legal discharge of the Debtor for the Secured Obligations, 

or of such Subsidiary Grantor pursuant to 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 pursuant to this Agreement or otherwise pursuing its rights and remedies 

hereunder against any Grantor, the PMN 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 the 

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 PMN 

Agent to make any such demand, to pursue such other rights or remedies 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 the 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 pursuant to this Agreement, and shall not impair 

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

PMN 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 

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

Debtor or any Subsidiary 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 Subsidiary 

Grantor or any substantial part of its property, or otherwise, all as though such payments had not 

been made. 

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Section 6.7 Payments. Each Subsidiary Grantor hereby guaranties that payments 

pursuant to this Article VI will constitute Asset Proceeds and will be deposited into the 

Collection Account, to be applied (subject to the terms of the Custodial and Paying Agency 

Agreement, including Section 5.3 thereof) 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 PMN 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, 

warrants and covenants to the PMN Agent as of the Closing Date and at all times while any of 

the Secured Obligations shall remain unsatisfied or undischarged to any extent, 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 

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

PMN Agent or any Purchase Money Notes Guarantor of any of its rights or remedies pursuant to 

this Agreement; 

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

the Secured Parties Collateral free and clear of any Lien other than Liens in favor of the PMN 

Agent and other Liens expressly permitted pursuant to the Transaction Documents, and no 

effective financing statement or other instrument similar in effect covering all or any part of the 

Secured Parties Collateral (except in favor of the PMN Agent) is on file in any recording or 

filing office (disregarding any financing statement with respect to any Lien on the Collateral in 

favor of any Person claiming by, through or under any Failed Bank); 

(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 Organization Document of such 

Grantor, (2) any order of any Governmental Authority or arbitrator or (3) any material provision 

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of any indenture or any agreement or other instrument to which such Grantor is a party or by 

which it or the Secured Parties 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 Secured Parties 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 pursuant to this Agreement; 

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

Agreement, (ii) the grant by such Grantor of the security interest or other Lien purported to be 

created hereby in the Secured Parties Collateral or (iii) the exercise by the PMN Agent of any of 

its rights and remedies pursuant to this Agreement. 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 Lien purported to be created pursuant to this 

Agreement in the Secured Parties Collateral, except for (A) the filing of a UCC-1 financing 

statement properly describing the Secured Parties Collateral and identifying such Grantor and the 

PMN Agent in the applicable jurisdiction required pursuant to the Uniform Commercial Code, 

(B) the execution and delivery of the Account Control Agreements pursuant to the Uniform 

Commercial Code, (C) the execution and delivery by the Custodian of the Custodial and Paying 

Agency Agreement ·containing an acknowledgment by the Custodian that it holds possession of 

the Custodial Documents for the PMN Agent's benefit, (D) with respect to any Acquired REO 

Property, the execution and delivery of an REO Mortgage with respect to such REO Property 

and the due recording of such REO Mortgage in the appropriate recording office(s) (it being 

understood that none of such execution, delivery and recording of REO Mortgages (or of UCC 

fixture filings) is required pursuant to this Agreement), and (E) the taking of any action required 

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

filing of financing statements pursuant to the Uniform Commercial Code (subclauses (A), (B), 

(C), (D) and (E), each a "Perfection Requirement" and collectively, the "Perfection 

Requirements"); and 

(f) Except to the extent that such is not the case as a result of the absence of 

REO Mortgages, or UCC fixture filings, with respect to Acquired REO Property, (i) this 

Agreement creates a legal, valid and enforceable security interest and Lien in favor of the PMN 

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

Secured Obligations, (ii) compliance with the Perfection Requirements will result in the 

perfection of such security interests and Liens, (iii) after compliance with the Perfection 

Requirements, such security interests and Liens, including in the case of Secured Parties 

Collateral in which such Grantor obtains rights after the Closing Date, will be perfected, first 

priority security interests and Liens, and (iv) the Perfection Requirements and all other action 

necessary or desirable to perfect and protect such security interest and Liens have been duly 

made or taken. 

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ARTICLE VIII 


Covenants 


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

Paying Agent the Company Accounts (excluding the Escrow Accounts, which shall be 

established and maintained by the Servicer and applicable Subservicers). 

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

limited liability company organized pursuant to the Laws of the State of Delaware and a Special 

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

as reasonably practical after the Closing Date, each of the Debtor and each Subsidiary Grantor 

shall apply for and thereafter use its 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 its state of formation and licenses to purchase, own or service the 

Assets and, if applicable, operate, manage, lease and dispose of Acquired Property, if the failure 

to so obtain such licenses reasonably would be expected to result in the imposition of fines, 

penalties or other liabilities on any Grantor, claims and defenses being asserted against any 

Grantor (including counterclaims and defense asserted by Borrowers) or materially adversely 

affect any Grantor or any Grantor's ability to foreclose on the Collateral securing or otherwise 

realize the full value of any Asset. 

Section 8.3 LLC Operating Agreement. Each ofthe Debtor and the Initial Member (i) 

at all times shall have in effect and be subject to the LLC Operating Agreement, (ii) shall not 

amend or modify the LLC Operating Agreement without the prior written approval of the PMN 

Agent and (iii) shall not enter into or allow itself to become subject to any other constituent 

documents inconsistent with any terms of the LLC Operating Agreement. The Initial Member 

shall immediately advise, in writing, the PMN Agent of any drawing under a Qualifying Letter 

of Credit or withdrawal offunds from the Private Owner Pledged Account. 

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 and Account Control Agreement with the Custodian/Paying Agent. The Custodian 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 PMN Agent upon no more than thirty days notice without cause 

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

other Custodial Documents from the possession of the Custodian (which shall be done only in 

accordance with the Custodial and Paying Agency Agreement), (i) any loss or destruction of or 

damage to such Notes or other 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 (ii) such Notes or other Custodial Documents shall be returned to 

the Custodian within the time provided pursuant to the UCC to maintain the PMN Agent's 

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perfection thereof by possession. If any Notes or other Custodial Documents are removed in 

connection with the Modification or restructuring of an Asset, the modified or restructured Notes 

and other Custodial Documents removed in connection therewith shall be returned to the 

Custodian as soon as is possible following the completion of the restructuring or Modification 

(and, in any event, in accordance with clause (ii) of the immediately preceding sentence). The 

Debtor shall ensure that the PMN Agent and each Purchase Money Notes 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. If 

the Person then serving as the Custodian and Paying Agent shall, at any time and for any reason, 

cease to be a Qualified Custodian and Paying Agent, the Company forthwith shall replace such 

Person with a new Custodian and Paying Agent that is a Qualified Custodian. 

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

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

and the other Secured Parties Collateral Documents. 

Section 8.6 Servicer. The Debtor at all times shall 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 Special Purpose 

Entity, incur any Debt (other than Debt evidenced by the Purchase Money Notes and pursuant to 

this Agreement, Debt in respect of Excess Working Capital Advances); 

(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 to or acquiesce in the appointment of a trustee, receiver or liquidator with 

respect to all or any 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, (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 the value of all of 

its property, at a fair valuation or (vii) institute any proceedings to set aside or void any transfer 

of an interest in property (or to recover the value thereof) or other transaction on the grounds that 

such transfer or other transaction constituted a fraudulent conveyance or a preferential transfer 

(or on similar grounds); or 

(d) place or permit (voluntarily or involuntarily) to be placed, or permit or 

suffer to exist (voluntarily or involuntarily), any Lien (other than the security interest granted to 

PMN Agent hereunder or any other Permitted Lien) on any of the Secured Parties Collateral 

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(including any Secured Parties Collateral (including any Acquired REO Property)) owned by any 

Subsidiary Grantor), and shall not take any action to interfere with the PMN Agent's rights as a 

secured party with respect to the Secured Parties Collateral. 

Section 8.8 Change in Jurisdiction, Name, Location or Identity. Each Grantor agrees 

to provide the PMN Agent with not less than thirty days' prior written notice of any change (i) in 

the jurisdiction in which it is organized, (ii) in its company name, (iii) in the location of its 

principal place of business or chief executive office or (iv) 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 pursuant to the UCC or otherwise that are required in 

order for the PMN Agent, following such change, to continue to have a valid, legal and perfected 

first priority security interest in the Secured Parties Collateral to the extent a security interest 

therein may be perfected by filing pursuant to the UCC. 

Section 8.9 Payment of Principal on Purchase Money Notes; Reimbursement of PMN 

Agent. Debtor will duly and punctually pay, or cause the Paying Agent to pay (including 

prepay), the principal ofthe Purchase Money Notes in accordance with the terms of the Purchase 

Money Notes, this Agreement and the Custodial and Paying Agency Agreement, including from 

moneys on deposit in the Defeasance Account, provided that a failure to pay the principal of any 

Purchase Money Note when due in and of itself shall not be an Event of Default unless and until 

an Event of Default with respect to the occurrence of a Purchase Money Notes Trigger Event 

shall have occurred. Without limitation of the foregoing, on each Distribution Date, the Debtor 

will, as and to the extent of available funds required to be deposited in the Distribution Account, 

direct the Paying Agent to distribute amounts on deposit in the Distribution Account as set forth 

in Section 5.1 of the Custodial and Paying Agency Agreement (subject to the other terms 

thereof). Nothing in this Section 8.9 limits the rights and remedies of the PMN Agent upon the 

occurrence of an Event ofDefault. 

Section 8.10 Protection of Secured Parties Collateral; Further Assurances. From time 

to time, at its cost and expense, each Grantor promptly shall execute and deliver all further 

instruments and documents (including financing statements (other than UCC fixture filings) and 

continuation statements under the UCC), and take all further action, that may be necessary, or 

that the PMN Agent reasonably may request, in order to (i) perfect, to ensure the continued 

perfection of, and to protect, the assignment and security interest, or other Lien, granted or 

intended to be granted hereby (including to comply with the Perfection Requirements) or (ii) 

enable the PMN Agent to exercise and enforce its rights and remedies pursuant to this 

Agreement with respect to any Secured Parties Collateral, provided that the Grantors shall not be 

required to execute and deliver, or cause to be recorded, any REO Mortgage or any UCC fixture 

filing. 

Section 8.11 REO Collateral Documents. Within (i) fifteen Business Days after the 

foreclosure, conveyance in lieu of foreclosure or other event that results in any property first 

becoming Acquired REO Property after the Closing Date or (ii) for any property constituting 

Acquired REO Property as of the Closing Date, thirty days after the Closing Date, the Debtor 

shall cause the REO Collateral Documents to be delivered to the PMN Agent or, to the extent 

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constituting Collateral Documents, to the Custodian. For this purpose (and without limitation), 

the following is hereby designated as an "REO Collateral Document" with respect to each 

Acquired REO Property: an owner's title insurance policy, on the 2006 ALTA form, (A) insuring 

the deed, (B) naming the Ownership Entity, as insured, (C) in an amount equal to the Net Fair 

Value of the Acquired Property, (D) dated as of the date that such Acquired REO Property 

became an Acquired REO Property or, for any property described in clause (ii), as of a date 

within thirty days after the Closing Date, and (E) with such endorsements as are reasonably 

customary attached thereto. 

Section 8.12 Additional Grantors. If the Debtor shall form or otherwise acquire or have 

any Subsidiary, the Debtor immediately shall cause such Subsidiary to become a Subsidiary 

Grantor pursuant to this Agreement. The Debtor shall cause such Subsidiary immediately to (i) 

execute and deliver to the PMN Agent a Joinder Agreement substantially in the form of Exhibit 

A, which Joinder Agreement will be enforceable against such Subsidiary whether or not formally 

acknowledged or accepted by the PMN Agent or the Initial Member, and such Subsidiary shall 

thereafter for all purposes (including for purposes of Section 3.1 hereof) be a party hereto and 

have the same rights, benefits and obligations as a Subsidiary Grantor party hereto on the 

Closing Date, and (ii) without limiting the generality of clause (i), execute and deliver such 

instruments (including UCC financing statements), and take such other actions, as are required to 

comply with Section 8.10 hereof with respect to such Subsidiary Grantor and its assets. 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 PMN Agent 

not to cause any Subsidiary 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 PMN Agent. 

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

(a) Reporting and Access Schedule. The Reporting and Access Schedule is 

hereby incorporated into this Agreement as if set forth in full herein. The obligations of the 

Grantors and the rights of the PMN Agent and the Purchase Money Notes Guarantors under 

Sections 1 (b) and 2( e) of the Reporting and Access Schedule shall survive any termination of 

this Agreement. 

(b) Reporting With Respect to Event of Default. Promptly after the Debtor 

shall obtain knowledge thereof, the Debtor shall notify the PMN Agent and each Purchase 

Money Notes Guarantor of the occurrence of any Default or Event of Default. Each notice 

pursuant to this Section 8.14(b) shall be accompanied by a written statement of a Responsible 

Officer ofthe Manager (i) that such notice is being delivered pursuant to this Section 8.14(b) and 

(ii) setting forth further details of the occurrence referred to therein and stating what action the 

Debtor has taken and proposes to take with respect thereto. 

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Section 8.15 Insurance. 

(a) The Debtor shall cause insurance coverage to be maintained for the 

Collateral and the Acquired Property from an insurer (unless provided for in the then-applicable 

Business Plan) reasonably acceptable to the PMN Agent for any Asset 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 

PMN Agent (unless provided for in the then-applicable 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 days after 

receipt by the PMN Agent of written notice thereof, and that no act or thing done by the 

applicable Ownership Entity shall invalidate any policy as against the PMN Agent, and (ii) with 

respect to any policy insuring a Grantor or Collateral, name the PMN Agent, ISAOA, 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 PMN Agent or any Holder. 

Section 8.17 [Intentionally Omitted] 

Section 8.18 Administration of REO Properties. In addition to, and not in limitation of, 

its other covenants hereunder, in operating, managing, leasing or disposing of any Acquired 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 Acquired REO Properties and in 

general conformance with the Business Plan. The Debtor shall furnish to the PMN Agent such 

reports regarding the operation, management, leasing or disposition of any Acquired REO 

Property as the PMN Agent reasonably shall request. 

Section 8.19 Guaranteed Purchase Money Notes Reissuance Fee. In the event that a 

Purchase Money Notes Guarantor elects to exercise its rights under Section 2.8 of the Custodial 

and Paying Agency Agreement with respect to any Maturing Purchase Money Notes, such 

Purchase Money Notes Guarantor will receive (in the manner specified in the following 

sentence) a reissuance fee from the Debtor in an amount equal to 0.50% of the principal amount 

of the Reissued Purchase Money Notes (determined for this purpose without taking into account 

the increase in the amount of the Reissued Purchase Money Notes due to such reissuance fee) 

(the "Guaranteed Purchase Money Notes Reissuance Fee"). To effect payment of the 

Guaranteed Purchase Money Notes Reissuance Fee to the Purchase Money Notes Guarantor, the 

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Guaranteed Purchase Money Notes Reissuance Fee will be added to the principal balance of the 

Reissued Purchase Money Notes. 

Section 8.20 Transfers and Holding of Collateral. 

(a) Except as permitted pursuant to Section 8.20(b) and.{£} below (and except 

for the Liens and other rights granted to the PMN Agent under any Secured Parties Collateral 

Document), no Grantor may Dispose of any Secured Parties Collateral (and, without limitation 

of the foregoing, each Grantor covenants that, except as permitted pursuant to this Section 

8.20(b) and.{£} below (and except for the Liens and other rights granted to the PMN Agent under 

any Secured Parties Collateral Document), it shall not Dispose of any Secured Parties Collateral 

(including any Acquired REO Property). 

(b) Subsidiary Grantors may acquire and hold Acquired REO Property, m 

compliance with this Agreement. 

(c) So long as no Event of Default shall have occurred and be continuing, the 

Grantors may Dispose of Secured Parties Collateral as set forth in Section 10.1 hereof. 

(d) The Debtor shall procure that, at all times, (i) the Debtor shall be the sole 

member or shareholder of each Subsidiary Grantor and (ii) each Subsidiary Grantor shall 

constitute a wholly-owned subsidiary of the Company (in each case unless and until all 

Ownership Interests in such Subsidiary Grantor shall be sold in accordance with Section 8.20(c), 

upon which sale (and the deposit of the sale proceeds into the Collection Account) such 

Subsidiary Grantor automatically shall be released from its obligations hereunder and shall cease 

to constitute a "Subsidiary Grantor" for any purpose of this Agreement). 

(e) No Grantor will merge or consolidate with or into any other Person. The 

Debtor covenants that the terms of the Organizational Documents of each issuer of the Pledged 

Interests at all times shall be consistent with, and shall not impair, the interests, rights or 

remedies (including during an Event of Default) of the PMN Agent hereunder (including under 

Sections 3 .1 and hereof) with respect to the Pledged Interests. The Debtor shall not 

exercise its rights as the holder or owner of any Pledged Interests in a manner that would impair 

the interests, rights or remedies (including during an Event of Default) of the PMN Agent 

hereunder (including under Sections 3.1 and~ hereof) with respect to the Pledged Interests. 

ARTICLE IX 


Required Consent; Limits on Liability 


Section 9.1 Required Consents. Notwithstanding anything to the contrary contained in 

this Agreement, the Debtor shall not permit to be taken any action enumerated in Section 6.1 of 

the Servicing Agreement (other than Section 6.1 (g) (other than Section 6.1 (g)(ix)) of the 

Servicing Agreement), any action described in the LLC Operating Agreement as requiring the 

consent of the Required Consenting Parties (including but not limited to the actions enumerated 

in Sections 3.4, 5.5, li, 8.2, 12.14, 12.18 and 12.20 of the LLC Operating Agreement), or any 

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action enumerated below, without the prior written consent of the PMN Agent, which consent 

may be withheld or conditioned in the PMN Agent's sole and absolute discretion: 

(a) [Intentionally Omitted]; 

(b) any financing of any Sale or other Disposition with respect to any of the 

Assets; 

(c) any Sale or other Disposition of any Asset that provides for any recourse 

against the PMN Agent, any Holder, any Purchase Money Note Guarantor or the Receiver; 

(d) any disbursement of amounts from the Working Capital Reserve Account 

other than to fund Working Capital Expenses; 

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

Distribution Account, except as expressly contemplated by the Transaction Documents; 

(f) any advances of additional funds that would increase the Unpaid Principal 

Balance of any of the Assets, other than through capitalizing accrued and unpaid interest and 

Servicing Expenses permitted under the Transaction Documents and through Required Funding 

Draws; 

(g) reimbursement for any expense or cost incurred (or paid) to any Affiliate 

of any of the Private Owner, the Debtor, the Servicer or any Subservicer, except as permitted 

pursuant to the Transaction Documents; 

(h) [Intentionally Omitted] 

(i) the replacement of the Servicer or any Rated Subservicer (or the 

termination of the Servicing Agreement or applicable Subservicing Agreement with a Rated 

Subservicer); 

(j) the payment of any fees to, or entering into any transaction with, any 

Affiliate of the Debtor or the Private Owner or the Servicer or any Subservicer, except as 

expressly contemplated by the Transaction Documents; 

(k) any Modification of, or waiver in respect of, any provisiOn of the 

Organizational Documents of the Debtor (including the LLC Operating Agreement); 

(I) any Change of Control; 

(m) [Intentionally Omitted]; or 

(n) any incurrence, creation or assumption by the Debtor or any Ownership 

Entity of any Debt other than in respect of the Purchase Money Notes, this Agreement, and 

Excess Working Capital Advances. 

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Section 9.2 Limitation of Liability. 

(a) Liability Generally. Neither the PMN Agent nor any Purchase Money 

Notes Guarantor nor any other Secured Party nor any Related Person of any of the foregoing, 

shall be liable to any Grantor for any action taken or omitted to be taken by them or any one of 

them under or pursuant to this Agreement or in connection with any Secured Parties Collateral or 

any portion thereof, except that this sentence shall not apply to any act or omission constituting 

gross negligence, bad faith or willful misconduct (it being understood and agreed that in any 

event nothing in this sentence shall create any such liability). Neither the PMN Agent nor any 

Purchase Money Notes Guarantor nor any other Secured Party nor any Related Person of any of 

the foregoing shall be liable to any Grantor for any action taken or omitted to be taken by them 

or any one of them constituting, or in connection with, any exercise by the PMN Agent of any 

right or remedy pursuant to Article V of this Agreement, except that this sentence shall not apply 

to any act or omission constituting willful misconduct (it being understood and agreed that in any 

event nothing in this sentence shall create any such liability). 

(b) Reliance on Notices, etc. Without limiting the generality of Section 

9.2(a), the PMN Agent shall not incur any liability to any Grantor 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 PMN Agent to be genuine and to have been signed 

or sent by the proper party and that on its face is properly executed. 

(c) No Consequential Damages. In addition to and without limitation of the 

exculpatory effects of Sections 9.2(a) and .(hl, regardless of the legal theory upon which any 

claim by any Grantor against the PMN Agent, any Purchase Money Notes Guarantor or any 

other Secured Party, or any Related Person of any of the foregoing, is based (including contract, 

tort, strict liability or fraud), neither the PMN Agent nor any Purchase Money Notes Guarantor 

nor any other Secured Party nor any Related Person of any of the foregoing shall be liable for, 

and no Grantor may recover from any of the foregoing Persons, any amounts other than actual 

losses, costs and expenses incurred by the party asserting the claim. Without limiting the 

foregoing, none of the foregoing Persons shall be liable for, and no Grantor shall be entitled to 

recover from any of the foregoing Persons, 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 parties hereto, regardless of whether the Person 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, any claims asserted against 

any Grantor, by (i) any Related Person of any Grantor, (ii) any Servicer or any Subservicer, or 

(iii) any Related Person of any Servicer or any Subservicer shall not constitute claims asserted 

against such Grantor by a third party. 

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ARTICLE X 


Release of Secured Parties Collateral 


Section 10.1 Release of Secured Parties Collateral. The PMN Agent shall release its 

Lien on any Secured Parties Collateral, solely to the extent necessary and so long as no Event of 

Default shall have occurred and be continuing, in connection with the Debtor's sale of an Asset 

or any Collateral, or the Ownership Interests in an Ownership Entity, to the extent such sale does 

not violate, or result in a violation, of the LLC Operating Agreement (or any other. Transaction 

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

Asset Proceeds with respect to any such sale or disposition are deposited into the Collection 

Account. The PMN Agent reserves the right in its discretion from time to time to provide one or 

more limited powers of attorney to the Debtor (giving certain designated representatives of the 

Debtor and/or the Manager the power to act on behalf of the PMN Agent (in lieu of the PMN 

Agent itself executing the following instruments)), for the sole purpose of executing on behalf of 

the PMN Agent and/or filing routine release documents (including relevant full or partial 

terminations of applicable UCC financing statements granted in favor of the PMN Agent) with 

respect to the applicable Liens of the PMN Agent in connection with the sale or other disposition 

of any Loan, Acquired Property and/or Ownership Entity (or in each case relevant portions 

thereof) permitted under this Agreement. Any such limited power of attorney may, at the 

discretion of the PMN Agent, grant the Manager authority to execute applicable documents on 

behalf of the PMN Agent with respect to payments (to the PMN Agent as loss payee) under 

property insurance covering Acquired Property. At the request of the PMN Agent, the Debtor 

shall (and/or shall cause the Manager, as the case may be), to enter into an agreement with the 

PMN Agent setting forth any conditions, restrictions, notice and reporting obligations, PMN 

Agent revocation rights and/or other similar terms that the PMN Agent in its discretion may 

specify in relation to the use of any such power of attorney (such as, for example but without 

limitation, a condition to the effect that such power of attorney be used only to effect releases to 

which the Debtor is entitled under the first sentence of this Section 10.1 and a prohibition on the 

use of any such power of attorney after an Event of Default shall have occurred), and the Debtor 

shall comply (and shall cause the Manager to comply, as the case may be) with the terms of any 

such agreement. 

ARTICLE XI 


Liquidation of Assets 


Section 11.1 Rights to Liquidate Assets and Secured Parties Collateral. The PMN 

Agent shall have the right, exercisable in its sole and absolute discretion, to require the 

liquidation and sale, for cash consideration, of any remaining Assets or other Secured Parties 

Collateral held by the Debtor or any Ownership Entity at any time after the earlier to occur of (i) 

the seventh anniversary of the Closing Date or (ii) the date on which the then Unpaid Principal 

Balance is 10.0% or less of the Unpaid Principal Balance as of the Cut-Off Date as set forth on 

the Asset Schedule (and prior to the PMN Satisfaction/Defeasance Date). 

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Section 11.2 Exercise of Rights to Liquidate Assets and Secured Parties Collateral. 

(a) In order to exercise its rights under Section 11.1, the PMN Agent shall 

give notice in writing to the Custodian/Paying Agent and the Debtor (with copies thereof to the 

Initial Member), setting forth (i) its election pursuant to the first sentence of Section 11.2(b), and 

(ii) if the PMN Agent has elected to permit the Debtor itself to conduct such liquidation in the 

first instance, the date by which the remaining Assets or other Secured Parties Collateral are to 

be liquidated by the Debtor, which date shall be no less than one hundred and fifty calendar days 

after the date of such notice. 

(b) The PMN Agent in its discretion may elect itself to liquidate, or direct the 

liquidation, of the remaining Assets or Secured Parties Collateral in the first instance, or to have 

the Debtor conduct such liquidation in the first instance. In the event that the PMN Agent elects 

to have the Debtor conduct such liquidation in the first instance, then (i) the Company shall 

(subject to clause {ill) proceed expeditiously to cause the remaining Assets or other Secured 

Parties Collateral to be liquidated in the manner set forth in the first two sentences of Section 

12.20(c) of the LLC Operating Agreement, and (ii) if (x) the Debtor, the Manager, the Initial 

Member (if the Initial Member is other than the FDIC) or any Affiliate of any of the foregoing 

desires to bid to acquire the remaining Assets or other Secured Parties Collateral or (y) the 

remaining Assets or other Secured Parties Collateral are not liquidated by the date specified in 

the notice provided by the Paying Agent pursuant to Section 11.2(a), the PMN Agent shall have 

the right, in its discretion, by further notice to such effect to the Custodian/Paying Agent and the 

Debtor (with copies thereof to the Initial Member), to take over such liquidation and thereafter 

liquidate, or direct the liquidation, of the remaining Assets or Secured Parties Collateral in its 

discretion. 

(c) In the event that the PMN Agent, either in the first instance or thereafter 

as described in Section 11.2(b), elects to conduct or direct the liquidation of the remaining Assets 

or Secured Parties Collateral, (i) the Debtor shall, and shall cause the Custodian/Paying Agent to, 

cooperate with and assist the PMN Agent with respect to any or all aspects of such liquidation to 

the extent reasonably requested by the PMN Agent from time to time and (ii) all costs and 

expenses incurred by the PMN Agent shall be deducted from the Asset Proceeds and retained by 

the PMN Agent, and (subject to the rights and remedies of the PMN Agent if an Event of Default 

shall have occurred) the remaining Asset Proceeds shall be applied on the Distribution Date 

following any such liquidation in accordance with the priority of payments set forth in Section 

D 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)(viill of the Custodial and Paying Agency Agreement until the 

Secured Obligations have been repaid in full. 

ARTICLE XII 


PMN Agent 


Section 12.1 Appointment and Authorization of PMN Agent. The Receiver is 

irrevocably appointed, designated and authorized to act as the PMN Agent under this Agreement 

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and the other Transaction Documents to which the PMN Agent is a party. The PMN Agent shall 

act as the agent of (and hold any security interest or other Lien created by the Secured Parties 

Collateral Documents for and on behalf of or in trust for) the Holders, each Purchase Money 

Notes Guarantor and each other Secured Party for purposes of (i) acquiring, holding and 

enforcing any and all Liens on the Secured Parties Collateral granted by any Grantor to secure 

any of the Secured Obligations, together with such powers and discretion as are reasonably 

incidental thereto, and (ii) making such determinations, and exercising or fulfilling such powers, 

rights, remedies, obligations, discretion and/or authority, as are expressly set forth in, and 

otherwise acting as the "PMN Agent" as expressly set forth in, any Transaction Document. In 

this capacity, the PMN Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by 

the PMN Agent for any of the purposes set forth in the preceding sentence) shall be entitled to 

the benefits of all provisions of this Article XII (in the case of any such co-agent, sub-agent or 

attorney-in-fact, as though such co-agent, sub-agent or attorney-in-fact were the PMN Agent). 

Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any 

other Transaction Document, the PMN Agent shall have no duties or responsibilities, except 

those expressly set forth in this Agreement or in the other Transaction Documents to which it is a 

party, nor shall the PMN 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 

Transaction Document or otherwise exist against the PMN Agent. Without limiting the 

generality of the foregoing sentence, the use of the term "agent" in this Agreement and in the 

other Transaction Documents with reference to the PMN 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. 

Nothing in any Transaction Document shall be construed to limit the right of the Required PMN 

Consenting Parties and the PMN Agent to enter into such further agreements as they, in their 

sole discretion, deem necessary or appropriate with respect to the purposes of the PMN Agent's 

appointment as described in the first sentence of this Section 12.l(a), including the manner in 

which the Required PMN Consenting Parties may instruct the PMN Agent to act under any 

Transaction Document, and indemnification of the PMN Agent. Anything in Section 13.12 

hereof to the contrary notwithstanding, the Required PMN Consenting Parties and the PMN 

Agent may amend this Article XII in any manner (with respect to the subject matter of this 

Article XII) without the approval of (but with notice to) any Grantor so long as such ~mendment 

does not impose any material additional obligations upon the Debtor. 

Section 12.2 Delegation of Duties. The PMN Agent may execute any of its duties 

pursuant to this Agreement or any other Transaction Document (including for purposes of 

holding or enforcing any Lien on the collateral (or any portion thereof) granted pursuant to the 

Secured Parties Collateral Documents or of exercising any rights and remedies thereunder) by or 

through agents, sub-agents, employees or attorneys-in-fact as shall be deemed necessary by the 

PMN Agent and shall be entitled to advice of counsel and other consultants or experts 

concerning all matters pertaining to such duties and to rely on any such advice. The PMN Agent 

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in-fact that it selects in the absence of bad faith or willful misconduct (as determined in the final 

judgment of a court of competent jurisdiction). 

Section 12.3 Liability of PMN Agent. Neither the PMN Agent, nor any of its Affiliates 

or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any of them shall (i) 

be liable for any action taken or omitted to be taken by any of them pursuant to or in connection 

with this Agreement or any other Transaction Document or the transactions contemplated hereby 

(except that this clause (i) shall not apply to the PMN Agent's own bad faith or willful 

misconduct, as determined by the final judgment of a court of competent jurisdiction, in 

connection with its duties expressly set forth in this Agreement or any other Transaction 

Document to which it is a party), or (ii) 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 Transaction Document, or in any certificate, report, statement or 

other document referred to or provided for in, or received by the PMN Agent under or in 

connection with, this Agreement or any other Transaction Document, or the validity, 

effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other 

Transaction Document, or the perfection or priority of any Lien or security interest created or 

purported to be created pursuant to the Secured Parties Collateral Documents, or for any failure 

of any Grantor or any other party to any Transaction Document to perform its obligations 

pursuant to this Agreement or any other Transaction Document. Neither the PMN Agent, nor 

any of its Related Persons, shall be under any obligation to any Secured Party or participant to (i) 

ascertain or to inquire as to the observance or performance of any of the agreements contained 

in, or conditions of, this Agreement, or any other Transaction Document, or (ii) inspect the 

properties, books or records of any Grantor, Borrower or Obligor or any of their respective 

Affiliates. 

Section 12.4 Reliance by PMN Agent. 

(a) The PMN 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 oflegal counsel (including counsel to the Debtor), independent accountants and other 

experts selected by the PMN Agent. The PMN Agent shall be fully justified in failing or 

refusing to take any action pursuant to any Transaction Document unless it shall first receive 

such advice or concurrence of the Required PMN Consenting Parties (and any other Secured 

Party) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction 

by the Holders (and/or Note Owners), the Purchase Money Notes Guarantors and/or other 

Secured Parties against any and all liability and expense which may be incurred by it by reason 

of taking or continuing to take any such action. Anything in this Article XII to the contrary 

notwithstanding, the PMN Agent in all cases shall be fully protected in acting, or in refraining 

from acting, pursuant to this Agreement or any other Transaction Document, in accordance with 

a direction of the Required PMN Consenting Parties and any action taken or failure to act 

pursuant to any such direction shall be binding upon all the Secured Parties. Anything in this 

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Section 12.4(a) above (or the rest of this Agreement) to the contrary notwithstanding, the PMN 

Agent may not agree to any amendment of, or grant any waiver in respect of any of the 

provisions of, any Transaction Document except at, and may, and shall, execute any amendment 

of, or waiver in respect of any of the provisions of, any Transaction Document at, the direction of 

the Required PMN Consenting Parties (provided that the PMN Agent shall not be required to 

execute any such amendment or waiver that affects the rights or duties of, or any fees or other 

amounts payable to, the PMN Agent under this Agreement or any other Transaction Document). 

(b) Each Holder, by its acceptance of its Purchase Money Note, 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 PMN 

Agent unless the PMN Agent shall have received notice from the Required PMN Consenting 

Parties prior to the proposed Closing Date specifying its objection thereto. 

Section 12.5 Liability of PMN Agent. The PMN Agent shall not be deemed to have 

knowledge or notice of the occurrence of any Default or Event of Default, unless the PMN 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 PMN Agent will notify each Purchase Money Notes Guarantor (in accordance 

with the notice provision set forth in the relevant Purchase Money Notes Guaranty) of its receipt 

of any such notice. The PMN Agent shall take such action in accordance with Article V with 

respect to any Event of Default as may be directed by the Required PMN Consenting Parties; 

provided, however, that unless and until the PMN Agent has received any such direction, the 

PMN 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 PMN Agent. The PMN Agent may resign as the PMN Agent 

upon thirty days' notice to (i) each Purchase Money Notes Guarantor (at the address set forth for 

such notices in the relevant Purchase Money Notes Guaranty) or, if there is no Purchase Money 

Notes Guarantor, to each Holder, and (ii) the Debtor. If the PMN Agent resigns pursuant to this 

Agreement, the Required PMN Consenting Parties, with the written consent of the Debtor (such 

consent not to unreasonably be withheld or delayed and, provided, further, that no such consent 

of the Debtor is required if the successor "PMN Agent" is the FDIC or an Affiliate of the FDIC 

or if an Event of Default has occurred and is continuing), may appoint a successor "PMN 

Agent." If no successor "PMN Agent" is appointed prior to the effective date of the resignation 

of the PMN Agent, the retiring PMN Agent may appoint, after consulting with each Purchase 

Money Notes Guarantor and the Debtor, a successor "PMN Agent." Upon the acceptance of its 

appointment as successor "PMN Agent" pursuant to this Agreement, and upon (to the extent 

specified by the Required PMN Consenting Parties) the execution and filing or recording of such 

financing statements, or amendments thereto, and such other instruments or notices, as may be 

necessary or desirable, or as the Required PMN Consenting Parties may request, in order to 

continue the perfection of the Liens granted or purported to be granted to the PMN Agent by the 

Secured Parties Transaction Documents, the Person acting as such successor agent shall succeed 

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to all the rights, powers, designations, privileges and duties of the retiring PMN Agent and the 

term "PMN Agent" shall mean such successor "PMN Agent", and the retiring PMN Agent's 

appointment, powers, designations, privileges and duties as the PMN Agent shall be terminated. 

After the retiring PMN Agent's resignation hereunder as the PMN Agent, the provisions of this 

Article XII, and Sections 13.3, 13.5 and 13.7, shall continue in effect for the benefit of such 

retiring PMN Agent in respect of any actions taken or omitted to be taken by it while it was 

acting as the PMN Agent. 

Section 12.7 PMN Agent May File Proofs of Claim. In case of the pendency of any 

receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, 

composition or other judicial proceeding relative to any Grantor, the PMN Agent (irrespective of 

whether the principal of the Purchase Money Notes shall then be due and payable as herein 

expressed or by declaration or otherwise and irrespective of whether the PMN Agent shall have 

made any demand on any Grantor) shall be entitled and empowered, by intervention in such 

proceeding or otherwise: 

(i) to file and prove a claim for the whole amount of the principal 

owing and unpaid in respect of the Purchase Money Notes and all other Secured Obligations that 

are owing and unpaid and to file such other documents as may be necessary or advisable in order 

to have the claims of the Secured Parties (including any claim for the reasonable compensation, 

expenses, disbursements and advances of the Secured Parties and their respective agents and 

counsel and all other amounts due the Secured Parties under Section 13.3 and/or Section 13.5) 

allowed in such judicial proceeding; and 

(ii) to collect and receive any monies or other property payable or 

deliverable on any such claims and to distribute the same; 

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in 

any such judicial proceeding is hereby authorized to make such payments to the PMN Agent and, 

in the event that the PMN Agent shall consent to the making of such payments directly to the 

Secured Parties, to pay to the PMN Agent any amount due the PMN Agent under Section 13.3 

and/or Section 13.5. 

Nothing contained herein shall be deemed to authorize the PMN Agent to authorize or consent to 

or accept or adopt on behalf of the Secured Parties any plan of reorganization, arrangement, 

adjustment or composition affecting the Secured Obligations or the rights of the Secured Parties 

or to authorize the PMN Agent to vote in respect of the claim of the Secured Parties in any such 

proceeding. 

ARTICLE XIII 


Miscellaneous 


Section 13.1 Attorney-in-Fact. Each Grantor hereby constitutes and appoints the PMN 

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, PMN Agent or otherwise, 

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subject to the terms of this Agreement and applicable Law, to enforce all rights, interests and 

remedies of such Grantor with respect to the Secured Parties Collateral; provided, however, that 

the PMN 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 PMN Agent of any of the aforementioned rights, utilizing the Secured Parties 

Collateral to transact Grantor ordinary course business operations. 

Section 13.2 [Intentionally Omitted]. 

Section 13.3 Reimbursement of Expenses. Except as prohibited by Law, if at any time 

the PMN Agent or any Purchase Money Notes Guarantor incurs any fees, expenses, costs, or 

charges (including attorneys' fees and expenses, costs or charges relating thereto) in connection 

with the creation, perfection, preservation, or release of the security interest of, or other Lien in 

favor of, the PMN Agent in the Secured Parties Collateral or the enforcement of any of the rights 

or remedies of the PMN Agent or such Purchase Money Notes Guarantor pursuant to this 

Agreement, all of such fees, expenses, costs or charges incurred by the PMN Agent or such 

Purchase Money Notes Guarantor 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 indefeasible payment, 

satisfaction and discharge in full of all of the Secured Obligations, the security interest and all 

other rights granted hereby shall terminate and all rights to the Secured Parties Collateral shall 

revert to the Debtor. Upon any such indefeasible satisfaction and discharge of the Secured 

Obligations, the PMN Agent (i) upon the written request of the Debtor promptly shall 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 (ii) agrees, at the reasonable request of the Debtor, to furnish, 

execute and deliver such documents, instruments, certificates, notices or further assurances as the 

Debtor reasonably might request as necessary or desirable to effect such termination and release, 

all at the Debtor's sole cost and expense. 

Section 13.5 Indemnification. 

(a) The Debtor shall indemnify and hold harmless the PMN Agent, each 

Purchase Money Notes Guarantor, the Holders, the Receiver and the FDIC, and their respective 

Related Persons (all of the foregoing, collectively, the "Indemnified Parties"), from and against 

any and all Losses whatsoever directly or indirectly resulting from, connected with, arising out of 

or related to (i) any breach of or inaccuracy in any of the representations or warranties of any 

Grantor contained in this Agreement or made pursuant to any Joinder Agreement executed and 

delivered pursuant to Section 8.12 hereof, (ii) any failure, by any Grantor or any of its Related 

Persons, to perform their respective obligations under, and otherwise to comply with and observe 

the provisions of, this Agreement, any Secured Parties Collateral Document or the Servicing 

Agreement, or any third-party allegation or claim based upon facts alleged that, if true, would 

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constitute such a breach, (iii) any exercise by the PMN Agent of any right or remedy pursuant to 

(or as described in) Article V, (iv) any gross negligence, bad faith or willful misconduct 

(including any act or omission constituting theft, embezzlement, breach of trust or violation of 

any Law) of or by any Grantor or any of its Related Persons, (v) any actual or asserted 

Environmental Hazard related to any Mortgaged Property or any Acquired Property, or (vi) any 

actual or prospective claim, litigation, investigation or proceeding relating to any of the 

foregoing, whether based on contract, tort or any other theory, whether brought by a third party 

or by any Grantor or any of their respective Related Persons or creditors, and regardless of 

whether any Indemnified Party is a party thereto, in the case of each of (i) through (vi) above, 

whether or not caused by or arising, in whole or in part, out of the comparative, contributory or 

sole negligence of any Indemnified Party. The Debtor's obligation under this Section 13.5(a) 

shall, with respect to any third-party beneficiary of this Agreement (and its Related Persons), 

survive the termination of this Agreement or such third party beneficiary otherwise ceasing 

generally to constitute such a third party beneficiary. Each Indemnified Party shall deliver 

notice, of any claim or demand made by any Person against such Indemnified Party for which 

such Indemnified Party may seek indemnification under this Section 13.5(a) (a "Third Party 

Claim"), to the Debtor promptly after receipt by such Indemnified Party of written notice of the 

Third Party Claim, describing such Third Party Claim in reasonable detail. The failure or delay 

to provide such notice, however, shall not release any Grantor from any of its obligations 

pursuant to this Section 13.5 except to the extent that it is materially prejudiced by such failure or 

delay. This Section 13 .5(a) shall continue to apply to any Person that was, but has ceased to be, 

an Indemnified Party, but only with respect to the period during which such Person was an 

Indemnified Party. 

(b) If for any reason the indemnification provided for pursuant to this Section 

13.5 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 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 Grantors and their respective Related Persons, on 

the other hand, in connection with the incurrence ofsuch Losses. 

(c) If the Debtor confirms in writing to the Indemnified Party within fifteen 

days after receipt of a Third Party Claim the Debtor's responsibility to indemnify and hold 

harmless the Indemnified Party therefor, the Debtor may elect to assume control over the 

compromise or defense of such Third Party Claim at the 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) if such Indemnified Party so desires, the Indemnified Party may 

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 reliefbeing imposed upon any Indemnified Party 

or any of its or his Affiliates; and (iv) no Grantor, without the prior written consent of each 

Indemnified Party, will settle or compromise or consent to the entry of any judgment in any 

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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 the Debtor shall 

nevertheless be required to pay all 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 the 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. In addition to the foregoing, if the Debtor elects not to assume the compromise 

or defense of any Third Party Claim, 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, settle, 

compromise or defend against such Third Party Claim (but the Debtor shall nevertheless be 

required to pay all Losses incurred by the Indemnified Party in connection with such payment, 

settlement, compromise or defense). 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 to this 

Agreement 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 

reasonably might be requested by a party to this Agreement in connection therewith. 

Section 13.6 Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

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

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

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

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

THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS 

SECTION 13.6, HOWEVER, (a) THE UNIFORM COMMERCIAL CODE AS IN EFFECT 

FROM TIME TO TIME IN THE JURISDICTION WHERE EACH GRANTOR IS LOCATED 

IS TO GOVERN THE PERFECTION OR NON-PERFECTION AND THE PRIORITY OF 

ANY SECURITY INTERESTS GRANTED BY SUCH GRANTOR TO THE SECURED 

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PARTIES PURSUANT TO THIS AGREEMENT AND (b) THE APPLICABLE LAWS IN 

EFFECT FROM TIME TO TIME IN THE JURISDICTION WHERE ANY ACQUIRED REO 

PROPERTY IS LOCATED ARE TO GOVERN THE CREATION, PERFECTION OR NONPERFECTION, PRIORITY AND ENFORCEMENT OF ANY SECURITY INTERESTS 

GRANTED BY THE APPLICABLE GRANTOR TO THE SECURED PARTIES PURSUANT 

TO THIS AGREEMENT IN AND TO SUCH ACQUIRED REO PROPERTY. 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, and the Initial Member, 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 PMN Agent, any Purchase Money Notes Guarantor or the FDIC arising out 

of, relating to, or in connection with this Agreement or any other Transaction Document, and 

waives any right to: 

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

court or dispute-resolution forum other than the court in which the PMN Agent, any Purchase 

Money Notes Guarantor or the FDIC, as applicable, files the suit, action or proceeding without 

the consent of the PMN Agent, such Purchase Money Notes Guarantor or the FDIC, as 

applicable; 

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

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

Columbia; or 

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

District 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 

PMN Agent, any Purchase Money Notes Guarantor or the FDIC arising out of, relating to, or in 

connection with this Agreement or any other Transaction Document (other than the LLC 

Operating Agreement), and waives any right to: 

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

other court or dispute-resolution forum without the consent of the PMN Agent, such Purchase 

Money Notes Guarantor or the FDIC, as applicable; 

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

State ofNew York; or 

(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 PMN Agent, any Purchase Money Notes Guarantor or the FDIC arising out 

of, relating to or in connection with this Agreement or any Transaction 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 

PMN Agent, such Purchase Money Notes Guarantor or the FDIC, 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 ofNew York or the United States District Court for the District of 

Columbia at the option of the PMN Agent, such Purchase Money Notes Guarantor or the FDIC, 

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 PMN Agent, the relevant Purchase Money Notes Guarantor or 

the FDIC, 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 PMN Agent and the Initial Member hereby irrevocably and 

unconditionally agree 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 (including as the Initial Member), 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. 

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Section 13.8 Waiver of Jury. EACH GRANTOR (ON BEHALF OF ITSELF AND ITS 

AFFILIATES), THE PMN AGENT AND THE INITIAL MEMBER HEREBY 

IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO A 

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

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

JUDGE SITTING WITHOUT A JURY. 

Section 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 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 pursuant to this 

Agreement. A copy of any notice or other communication to the PMN Agent hereunder shall 

contemporaneously be delivered to each Purchase Money Notes Guarantor (until such time as 

the Guaranteed Purchase Money Notes Satisfaction Date with respect to such Purchase Money 

Notes Guarantor shall have occurred). 

Address for notices or communications to the Debtor or any Subsidiary Grantor: 

CRE Venture 2011-1, LLC 


2450 Broadway, 6th Floor 


Santa Monica, CA 90404 


Attention: Paul A Fuhrman 


E-mail Address: 

with a copy to: 

Colony Capital, LLC 

660 Madison A venue 

New York, New York 10065 

Attention: Ronald M. Sanders 

E-mail Address: 

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CRE Venture 2011-1 Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3.1 

EXECUTION VERSION 
Address for notices or communications to the PMN Agent or the Initial Member: 

Assistant Director - Structured Transactions 

Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7015) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

E-mail: rmalami@fdic.gov 

with a copy to: 

Supervisory Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room D-7102) 

Arlington, Virginia 22226 

Attention: Kathleen Russo 

E-mail Address: krusso@fdic.gov 

If to any Purchase Money Notes Guarantor: 

In accordance with the notice provision set forth in the relevant Purchase Money 

Notes Guaranty. 

Section 13.1 0 Assignment. 

(a) This Agreement shall inure to the benefit of and be binding on and 

enforceable against each Grantor, the PMN Agent and the Initial Member and their respective 

successors and assigns (including, for the avoidance of doubt, the Persons from time to time 

serving as the PMN Agent (in their capacities as such)); provided, however, that no Grantor shall 

assign its rights pursuant to this Agreement in whole or in part without the prior written consent 

of the PMN Agent, and any such assignment without such consent shall be null and void ab 

initio. The Initial Member is a party to this Agreement solely for the benefit of the PMN Agent, 

and accordingly no Grantor has any rights or remedies hereunder or in respect hereof against the 

Initial Member (including with respect to any breach hereof by the Initial Member). 

(b) Upon the consummation of any sale, transfer or assignment of the Initial 

Member Interest pursuant to and in accordance with Section 8.7(b) of the LLC Operating 

Agreement, the transferor "Initial Member" shall cease to be a party to this Agreement (and 

accordingly, except as expressly otherwise provided in the proviso to this sentence), shall cease 

to be responsible for the payment or performance of any of the obligations or liabilities under 

this Agreement of the "Initial Member"), provided that no such sale, transfer or assignment shall 

relieve the transferor "Initial Member" from of any liability it may have arising out of any failure 

by it to have fully paid or performed the obligations or liabilities of the "Initial Member" under 

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CRE Venture 2011-1 Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3.1 

EXECUTION VERSION 
this Agreement required to have been paid or performed prior to the consummation of such 

permitted sale, transfer or assignment. 

Section 13.11 Entire Agreement. This Agreement, together with the other Transaction 

Documents, contains the entire agreement among the Grantors, the PMN Agent and the Initial 

Member with respect to the subject matter of this Agreement and supersedes any and all other 

prior agreements, whether oral or written among the parties with respect to the subject matter 

hereof and thereof, 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 other Transaction Documents 

(including the Confidentiality Agreement) shall remain in full force and effect to the extent 

provided therein. 

Section 13.12 Amendments and Waivers. This Agreement may be amended or 

modified, and the terms hereof may be waived, only by a written instrument signed by (i) all 

parties to this Agreement (other than the Initial Member), (ii) each Purchase Money Notes 

Guarantor and (iii) to the extent that any such action would impose any, or alter any thenexisting, obligation of the Initial Member hereunder, or would amend or modify this Section 

13 .12, the Initial Member. In no event shall any such amendment or waiver limit or affect 

(including through any amendment or elimination of this sentence) the rights of the Receiver or 

the FDIC (in each case, as a third party beneficiary hereunder as specified in Section 13.18) 

without the express written consent of the Receiver or the FDIC, respectively. Nothing in this 

Section 13.12 limits or qualifies the last sentence of Section 12.1 hereof. 

Section 13.13 [Intentionally Omitted] 

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 PMN Agent, each Purchase Money Notes Guarantor and each Holder on 

demand all reasonable costs and expenses (including reasonable fees of counsel) incurred by the 

PMN Agent, such Purchase Money Notes Guarantor or such Holder 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 to this Agreement 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 to this Agreement. 

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CRE Venture 20 Il-l Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3.1 

EXECUTION VERSION 
Section 13.16 Severability. Any provlSlon 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 in any event shall 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, if 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, to the extent applicable, by limiting 

the duration or scope of such provision and/or the Persons against whom, and/or the 

circumstances under which, such provision shall be effective in such jurisdiction) for purposes of 

such proceeding to the minimum extent necessary so that such provision, as so modified, then 

may 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 representations and warranties made hereunder and in any 

other Secured Parties Collateral Document shall survive the execution and delivery hereof and 

thereof. Such representations and warranties have been or will be relied upon by the Secured 

Parties, regardless of any investigation made by or on behalf of the Secured Parties (or any of 

them) and notwithstanding that the Secured Parties may have had notice or knowledge of any 

Default at the Closing Date, and shall continue in full force and effect as long as any Purchase 

Money Notes or any other Secured Obligation shall remain unpaid or unsatisfied. All 

obligations made in this Agreement 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 indefeasible satisfaction 

and discharge in full ofthe Secured Obligations. 

Section 13.18 No Third Party Beneficiaries. This Agreement is made for the sole benefit 

of the PMN Agent, each Purchase Money Notes Guarantor, the other Secured Parties and the 

Grantors and their respective successors and permitted assigns, and no other Person or Persons 

(including Borrowers, Obligors, or any co-lender or other Person with any interest in or liability 

under any of the Assets) shall have any rights or remedies pursuant to or by reason of this 

Agreement. The preceding sentence notwithstanding, (i) each Purchase Money Notes Guarantor 

(and its successors or assigns) is hereby constituted (until the Guaranteed Purchase Money Notes 

Satisfaction Date with respect to such Purchase Money Notes Guarantor) an express third party 

49 

CRE Venture 20 Il-l Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3.1 

EXECUTION VERSION 
beneficiary of this Agreement in its entirety, and, as such, each Purchase Money Notes 

Guarantor (and its successors or assigns) is entitled to enforce the provisions of this Agreement 

to the same extent as if such Person were a party hereto, (ii) to the extent that this Agreement 

confers directly any rights, remedies or other benefits upon the FDIC, the Receiver, any Holder 

or any other Person (not a party to this Agreement) (other than any Purchase Money Notes 

Guarantor), this Agreement (subject to Sections 13.6, 13.7 and 13.8 hereof as if such other 

Person was a party hereto, and in any event to Section 13.12 hereof) also shall inure to the 

benefit of, and may be enforced by, such Person (and its successors or assigns), and (iii) each of 

the PMN Agent, each Purchase Money Notes Guarantor, each Holder, the Receiver and the 

FDIC may enforce Section 13.5 hereof on behalf of or otherwise with respect to any Related 

Person in relation to itself. 

Section 13.19 Counterparts; Facsimile Signatures. This Agreement may be executed in 

two 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 to this 

Agreement, 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] 

50 

CRE Venture 2011-1 Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3.1 

EXECUTION VERSION 
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, 

intending to legally bound, have caused this Agreement to be duly executed. 

PMN Agent 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAP A CITY AS 

RECEIVER FOR THE FAILED BANKS, as 

PMN Agent 

By: 

Name: g 

Title: Senior Capital Markets Specialist 

Debtor 

CRE VENTURE 2011-1, LLC 

By: Federal Deposit Insurance Corporation in its 

capacity as Receiver for the Failed Banks, as Sole 

Member and Manager 

By: 

Name. 

Title: Senior Capital Markets Specialist 

Initial Member 

FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as Receiver for 

the Failed Banks, as Initial Member, solely for 

purposes ofSections 5.1(a)(vi), 5.1(a)(viii), 

5.1(a)(ix), 5.1(a)(x), .[]_and 13.6- 13.19 

By: 

Name: 

Title: Senior Capital Markets Specialist 

CRE Venture 2011-1 Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3.1 

EXECUTION VERSION 
EXHIBIT A 

FORM OF JOINDER AGREEMENT 

THIS JOINDER AGREEMENT, dated as of _, 20_, is delivered pursuant 

to Section 8.12 ofthe Reimbursement, Security and Guaranty Agreement, dated as of August 10, 

2011, by and among CRE Venture 2011-1, LLC, a Delaware limited liability company, each of 

the other entities listed on the signature pages thereto or that becomes a party thereto pursuant to 

Section 8.12 thereof, the Federal Deposit Insurance Corporation in its corporate capacity, the 

Federal Deposit Insurance Corporation in its capacity as Receiver (as defined in the Agreement 

of Definitions referred to in Section l.l(a) thereof), as PMN Agent for the Secured Parties and, 

solely for purposes of Sections 5.1 (a)( vi), 5.1(a)(viii), 5.1(a)(ix), 5.1(a)(x), 8.3 and 13.6 - 13.19 

thereof, the Federal Deposit Insurance Corporation, as Receiver, as Initial Member under the 

LLC Operating Agreement (the "Reimbursement, Security and Guaranty Agreement"). 

Capitalized terms used in this Joinder Agreement without definition are used as defined in or 

pursuant to the Reimbursement, Security and Guaranty Agreement (including without limitation 

pursuant to the Agreement of Definitions referred to in Section 1.1 (a) thereof). 

By executing and delivering this Joinder Agreement, the undersigned, as provided in 

Section 8.12 of the Reimbursement, Security and Guaranty Agreement, hereby becomes a party 

to the Reimbursement, Security and Guaranty 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) ofthe Secured Obligations, hereby 

transfers, assigns, sets over, pledges, conveys, mortgages and grants to the PMN Agent for its 

benefit and the benefit of the Secured Parties, and hereby grants to the PMN Agent for its benefit 

and the benefit of the Secured Parties a continuing security interest in, lien on and right of setoff 

against, all of such Grantor's right, title and interest in, to or under the Secured Parties Collateral 

of the undersigned and expressly assumes all obligations and liabilities of a "Subsidiary 

Grantor", and of a "Grantor", thereunder. Without limitation of the preceding sentence, the 

undersigned hereby agrees to be bound as a "Subsidiary Grantor," and as a "Grantor," for all 

purposes of the Reimbursement, Security and Guaranty Agreement. 

The undersigned hereby represents and warrants that each of the representations and 

warranties contained in Article VII of the Reimbursement, Security and Guaranty Agreement 

applicable to it is true and correct in all material respects with respect to it on and as of the date 

hereof as if made on and as of the date hereof. The undersigned hereby acknowledges that this 

Agreement and the Reimbursement, Security and Guaranty Agreement will be enforceable 

against it whether or not this Agreement is formally acknowledged or accepted by the PMN 

Agent or the Initial Member. 

Exhibit A-I 

CRE Venture 20 Il-l Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3.1 

EXECUTION VERSION 
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: 

Exhibit A-2 

CRE Venture 2011-1 Structured Transaction 

Reimbursement, Security and Guaranty Agreement 

Version 3. I 

EXECUTION VERSION