SFR 2010-2 


AMENDED AND RESTATED 


LIMITED LIABILITY COMPANY OPERATING AGREEMENT 


2010-2 SFR VENTURE, LLC 


Dated as of June 25, 2010 


FDIC SFR 2010-2 


Amended and Restated Limited Liability Company Operating Agreement 


Pool Nos. 24020 and 24021 


Guffy v.7 

ARTICLE I 


1.1 

1.2 

ARTICLE II 


2.1 

2.2 

2.3 

2.4 

2.5 

2.6 

2.7 

ARTICLE III 


3.1 

3.2 

3.3 

3.4 

3.5 

3.6 

3.7 

3.8 

3.9 

3.10 

3.11 

3.12 

3.13 

3.14 

3.15 

ARTICLE IV 


4.1 

4.2 

4.3 

4.4 

4.5 

4.6 

ARTICLE V 


5.1 


FDIC SFR 2010-2 


TABLE OF CONTENTS 

Page 

Certain Definitions.............................................................................................2 


Definitions..........................................................................................................2 


Construction..................................................................................................... 12 


Organization ofthe Company .......................................................................... 13 


Formation; Continuation and Admission of Members.................................... 13 


Name................................................................................................................ 13 


Organizational Contributions and Related Actions......................................... 13 


Registered Office; Chief Executive Office ...................................................... 14 


Purpose; Duration............................................................................................ 14 


Single Purpose Entity; Limitations on Company's Activities ......................... 14 


Ratification ofCertain Actions ........................................................................17 


Management and Operations ofthe Company................................................. 17 


Management ofthe Company's Affairs........................................................... 17 


Removal ofthe Manager.................................................................................. 19 


Employees and Services .................................................................................. 19 


Restrictions on Manager and Private Owner ...................................................20 


Related Party Agreements................................................................................22 


Real Property ...................................................................................................22 


Custodian and Paying Agent........................................................................... .22 


Relationships with Borrowers, etc ...................................................................23 


No Conflicting Obligations..............................................................................23 


Compliance with Law ......................................................................................23 


No Bankruptcy Filing ......................................................................................23 


No Liens...........................................................................................................23 


Remedies Upon an Event of Default; Security Interest. ..................................24 


Purchase Right ofthe Initial Member ..............................................................27 


No ERISA Plan Assets.....................................................................................29 


Membership Interests; Rights and Duties of, and Restrictions on, 


Members ..........................................................................................................29 


General .............................................................................................................29 


LLC Interests...................................................................................................29 


Filings; Duty of Members to Cooperate ..........................................................30 


Certain Restrictions and Requirements............................................................30 


Liability ofthe Initial Member ........................................................................30 


Indemnification................................................................................................31 


Capital Contributions; Liquidity Account; Special Reserve Account; 


Excess Liquidity Advance ...............................................................................35 


Capital Contributions.......................................................................................35 


Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
5.2 

5.3 

5.4 

5.5 

ARTICLE VI 


6.1 

6.2 

6.3 

6.4 

6.5 

6.6 

ARTICLE VII 


7.1 

7.2 

7.3 

7.4 

7.5 

7.6 

7.7 

ARTICLE VIII 


8.1 

8.2 

8.3 

8.4 

8.5 

8.6 

8.7 

8.8 

8.9 

ARTICLE IX 


9.1 

9.2 

9.3 

ARTICLE X 


I0.1 

ARTICLE XI 


11.1 

ARTICLE XII 


12.1 

FDIC SFR 2010-2 


Liquidity Account ............................................................................................35 


Special Reserve Account. ............................................................................... .35 


Excess Liquidity Advances ............................................................................. .36 


Interest Reserve Account. ................................................................................36 


Capital Accounts; Allocations; Priority of Payments; Distributions ...............37 


Capital Accounts ..............................................................................................37 


Allocations to Capital Accounts ......................................................................37 


Tax Allocations................................................................................................39 


Determinations by Tax Matters Member .........................................................40 


Priority of Payments ........................................................................................41 


Distributions.....................................................................................................41 


Accounting, Reporting and Taxation ...............................................................42 


Fiscal Year .......................................................................................................42 


Maintenance of Books and Records................................................................42 


Financial Statements........................................................................................44 


Additional Reporting and Notice Requirements..............................................44 


Designation ofTax Matters Member ...............................................................47 


Tax Information...............................................................................................47 


Business Plan ...................................................................................................48 


Restrictions on Disposition ofLLC Interests...................................................49 


Limitations on Disposition ofLLC Interests ...................................................49 


Change ofControl ............................................................................................50 


Additional Provisions Relating to Permitted Dispositions ..............................50 


Effect of Permitted Dispositions......................................................................50 


Effect of Prohibited Dispositions .....................................................................51 


Distributions After Disposition ........................................................................52 


Transfers by the Initial Member ......................................................................52 


Resignation; Dissolution..................................................................................52 


Applicable Law Withdrawal ............................................................................52 


Dissolution and Winding-Up ofthe Company ................................................53 


Dissolution .......................................................................................................53 


Winding-Up Procedures...................................................................................53 


Termination ofthe Company ...........................................................................55 


Qualified Transferees .......................................................................................55 


Qualified Transferees .......................................................................................55 


Manager Liability.............................................................................................59 


Liability ofthe Manager..................................................................................59 


Servicing of Mortgage Loans...........................................................................59 


Servicing..........................................................................................................59 


Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
12.2 

12.3 

12.4 

12.5 

12.6 

12.7 

12.8 

12.9 

12.10 

12.11 

12.12 

12.13 

12.14 

12.15 

12.16 

12.17 

12.18 

ARTICLE XIII 


13.1 

13.2 

13.3 

13.4 

13.5 

13.6 

13.7 

13.8 

13.9 

13.10 

13 .II 


13.12 

13.13 

ANNEX! 

SCHEDULE I 


EXHIBIT A 

EXHIBIT B 

EXHIBITC 

FDIC SFR 2010-2 


Servicing Standard ...........................................................................................63 


Servicing of Mortgage Loans ...........................................................................65 


Removal of Servicer........................................................................................69 


Interim Management Fee and Interim Servicing Fee; Management Fee.........73 


Servicing Expenses ..........................................................................................73 


Use of Mortgage Loan Proceeds......................................................................74 


Collection Account .......................................................................................... 75 


Distribution Account........................................................................................76 


[Reserved] ........................................................................................................76 


Liquidity Account. ...........................................................................................76 


Certain Servicing and Mortgage Loan Administration Decisions ...................76 


Management and Disposition of Underlying Collateral ..................................77 


Acquisition ofUnder1ying Collateral...............................................................77 


Administration of REO Properties ...................................................................78 


Releases of Underlying Collateral ...................................................................80 


Clean-Up Call Rights .......................................................................................80 


Certain Transfer Obligations............................................................................8I 


Miscellaneous ..................................................................................................82 


Waiver of Rights of Partition and Dissolution .................................................82 


Entire Agreement; Other Agreements.............................................................82 


Third Party Beneficiaries .................................................................................82 


Expenses ..........................................................................................................83 


Waivers and Amendments...............................................................................83 


Notices .............................................................................................................85 


Counterparts; Facsimile Signatures.................................................................86 


Successors and Assigns ....................................................................................86 


Compliance With Law; Severability................................................................87 


Power of Attorney............................................................................................87 


Governing Law ................................................................................................88 


Jurisdiction; Venue and Service.......................................................................88 


Waiver of Jury Trial .........................................................................................90 


Member Schedule .............................................................................................. 1-1 


List of Failed Banks .......................................................................................... S-1 


Certificate ofFormation................................................................................... A-1 


Information, Form of Monthly Report. .............................................................B-1 


Form of Assignment and Assumption Agreement ...........................................C-1 


Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 2402 I 


Guffy v.7 
2010-2 SFR VENTURE, LLC 


AMENDED AND RESTATED 


LIMITED LIABILITY COMPANY OPERATING AGREEMENT 


THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY 

OPERATING AGREEMENT (as the same may be amended or modified from time to time in 

accordance with the terms hereof, this "Agreement") is made and entered into as of the 25th day 

ofJune, 20 I 0 (the "Closing Date"), by and among the Federal Deposit Insurance Corporation (in 

any capacity, the "FDIC"), as the Receiver defined below (including its successors and assigns 

hereto, the "Initial Member"), TPAM II, LLC, a Delaware limited liability company (the 

"Private Owner"), and 2010-2 SFR Venture, LLC, a Delaware limited liability company (the 

"Company"). 

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

capacities as receiver for the separate receiverships, the "Receiver") for each of the Failed 

Banks; and 

WHEREAS, on June 15, 20 I0, the Initial Member formed the Company as a 

Delaware limited liability company and was admitted as its initial, and sole, member (owning a 

one hundred percent (100%) limited liability company interest), and the Initial Member and the 

Company have entered into that certain Limited Liability Company Operating Agreement dated 

as ofJune 15, 2010 (the "Original LLC Operating Agreement") as the initial "limited liability 

company agreement" (as such term is defined in the Act) of the Company; 

WHEREAS, the Initial Member and the Company have entered into a Mortgage 

Loan Contribution and Sale Agreement dated as of the Closing Date (the "Contribution 

Agreement") pursuant to which (i) the Initial Member has sold in part and (as the sole member 

of the Company at the time) contributed in part to the Company, and the Company purchased 

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

Mortgage Loans, and assumed the Obligations (as defined in the Contribution Agreement), (ii) 

the Company executed and delivered to the Initial Member the Purchase Money Notes for the 

benefit of the Initial Member and dated the date hereof (the "Purchase Money Notes"); and (iii) 

the FDIC, in its corporate capacity (the "Purchase Money Notes Guarantor") guaranteed 

payment of principal on the Purchase Money Notes pursuant to the terms of a Purchase Money 

Notes Guaranty Agreement dated the date hereof between the FDIC, in its corporate capacity, 

and the Initial Member (the "Purchase Money Notes Guarantv"), and obtained a security 

interest in the Mortgage Loans and Underlying Collateral under the Reimbursement and Security 

Agreement; 

WHEREAS, the Manager has agreed to cause the Company to establish the 

Liquidity Account to provide the Company with capital to fund Operating Expenses; 

WHEREAS, the Manager has agreed to cause the Company to establish the 

Special Reserve Account, which shall be funded out of the proceeds received by the Initial 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Member as consideration for the sale of the Private Owner Interest and will be pledged to the 

Initial Member; 

WHEREAS, the Manager has agreed to cause the Company to establish the 

Interest Reserve Account, which shall be funded out of the proceeds received by the Initial 

Member as consideration for the sale ofthe Private Owner Interest; 

WHEREAS, following closing of the transactions contemplated by the 

Contribution Agreement and the execution of the Original LLC Operating Agreement, the Initial 

Member agreed, pursuant to the terms of that certain Limited Liability Company Interest Sale 

and Assignment Agreement dated of even date herewith (the "Transferred LLC Interest Sale 

Agreement"), to sell to the Private Owner, effective as of the Closing Date, an LLC Interest 

representing a fifty percent (50)% equity interest in the Company; 

WHEREAS, after giving effect to the transactions contemplated by the 

Transferred LLC Interest Sale Agreement, as of the Closing Date the Initial Member and the 

Private Owner will own all the issued and outstanding limited liability company interests in the 

Company; 

WHEREAS, upon the occurrence of an IRR Incentive Threshold Event, the 

Private Owner will own an LLC Interest representing a forty percent (40%) equity interest in the 

Company and the Initial Member will own an LLC Interest representing a sixty percent (60%) 

equity interest in the Company; and 

WHEREAS, the parties desire to amend and restate the Original LLC Operating 

Agreement in its entirety in order to reflect the admission of the Private Owner as a Member of 

the Company and to set forth the terms and conditions on which the Company shall be owned 

and operated. 

NOW, THEREFORE, in consideration of the premises and the other covenants 

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

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

ARTICLE I 


Certain Definitions 


1.1 Definitions. This Agreement constitutes the "limited liability company 

agreement" (as such term is defined in the Act) of the Company. For purposes of this 

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

in that certain Agreement of Common Definitions dated as of the Closing Date. In addition, for 

purposes of this Agreement, the following terms shall have the meanings and definitions 

hereinafter respectively set forth. 

"Accountants" shall mean the independent certified public accountants of the 

Company. 

FDIC SFR2010-2 

Amended and Restated Limited Liabilily Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
"Act" shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18­

101, et ~· 

"Adjusted Capital Account Deficit" means, with respect to any Member, the 

deficit balance, if any, in such Member's Capital Account as of the end of the relevant Fiscal 

Year, after giving effect to the following adjustments: 

(A) Credit to such Capital Account any amounts that such Member is 

obligated to restore or is deemed to be obligated to restore pursuant to Treasury 

Regulations Sections 1.704-2(g)(l) and 1.704-2(i)(5); and 

(B) Debit to such Capital Account the items described in Treasury Regulations 

Sections 1.704-1 (b)(2)(ii)(d)( 4), I.704-1 (b )(2)(ii)( d)(5) and I.704-1 (b )(2)(ii)( d)( 6). The 

foregoing definition of Adjusted Capital Account Deficit is intended with the provisions 

ofTreasury Regulations Section I.704-1 (b )(2)(ii)( d) and shall be interpreted consistently 

therewith. 

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

"Book Value" shall mean, (i) with respect to contributed property, the initial Fair 

Market Value of such property, and (ii) with respect to any other Company asset, the adjusted 

basis of such asset for federal income tax purposes; provided, however, that the Book Values of 

all Company assets shall be adjusted to equal their respective Fair Market Values, in accordance 

with the rules set forth in Section 1.704-l(b)(2)(iv)(f) of the Treasury Regulations, except as 

otherwise provided herein, immediately prior to: (a) the date of the acquisition of any additional 

LLC Interest by any new or existing Member in exchange for more than a de minimis Capital 

Contribution; (b) the date of the actual distribution of more than a de minimis amount of 

Company property (other than a pro rata distribution) to a Member in connection with the 

redemption of all or part of such Member's LLC Interest; or (c) the date of the actual liquidation 

ofthe Company within the meaning of Section 1.704-l(b)(2)(ii)(g) of the Treasury Regulations; 

and provided, further, that adjustments pursuant to clauses (a) and (b) above shall be made only 

if the Tax Matters Member reasonably determines, after consultation with the Initial Member, 

that such adjustments are necessary or appropriate to reflect the relative economic interests ofthe 

Members. The Book Value of any Company Property distributed to any Member shall be 

adjusted immediately prior to such distribution to equal its Fair Market Value as of such date. 

"Bulk Sale" shall mean the sale (in a single transaction or a series of transactions) 

to a single buyer (or two or more related buyers) of two or more Mortgage Loans (or relevant 

portion thereof); provided, however, that if multiple Mortgage Loan are marketed and offered at 

the same time, and each Mortgage Loan is marketed individually and offers are solicited for each 

Mortgage Loan individually, two or more of such Mortgage Loans that are sold to a single buyer 

(or to two or more related buyers) will not be considered a Bulk Sale if the single buyer's (or 

related buyers') overall price for such Mortgage Loans exceeds the aggregate value of the 

highest individual prices offered by other bidders for each individual Mortgage Loan included in 

that specific transaction. 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
"Business" shall mean the acquisition of the Mortgage Loans pursuant to the 

Contribution Agreement and the ownership, servicing, administration, management and 

liquidation ofthe Mortgage Loans. 

"Buy-Out Closing" shall have the meaning given in Section 3.14(a). 

"Buy-Out Closing Date" shall have the meaning given in Section 3.14(b). 

"Buy-Out Notice" shall have the meaning given in Section 3.14(a). 

"Buy-Out Valuation Date" shall have the meaning given in Section 3.14(a). 

"Capital Account" shall mean the capital account of a Member related to such 

Member's outstanding LLC Interests, as adjusted to account for allocations of Net Income (and 

items thereof) and Net Loss (and items thereof), and contributions and distributions relating to 

such LLC Interests, as provided in greater detail in Section 6.2 and elsewhere in this Agreement. 

"Capital Contribution" shall mean a contribution to the capital of the Company 

made, deemed to be made, or to be made pursuant to the Original LLC Operating Agreement, the 

Contribution Agreement, or this Agreement. 

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

"Class" shall mean either (i) the Purchase Money Notes designated as Class A or 

(ii) the Purchase Money Notes designated as Class A-10, as applicable. 

"Clean-up Call" shall have the meaning set forth in Section 12.17(a). 

"Closing" shall mean the consummation of the transactions contemplated in the 

Transferred LLC Interest Sale Agreement. 

"Closing Date" shall have the meaning given in the preamble. 

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

"Company Property" shall mean all property, whether real or personal, tangible 

or intangible, owned by the Company, including the Mortgage Loans contributed or sold by the 

Initial Member pursuant to the Contribution Agreement. 

"Contract for Deed" shall mean an executory contract with a third party to 

convey real property to such third party upon payment of the amounts set forth therein and/or the 

performance of any other obligations described therein, including any installment land contract. 

"Contribution Agreement" shall have the meaning given in the preamble. 

"Covered Persons" shall have the meaning given in Section 4.6(f). 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
"Damages" shall mean any and all damages, disbursements, suits, claims, 

liabilities, obligations, judgments, fines, penalties, charges, amounts paid in settlement, costs and 

expenses (including, without limitation, attorneys' fees and expenses) arising out of or related to 

litigation and interest on any of the foregoing. 

"Debt" of any Person shall mean (i) all indebtedness of such Person for borrowed 

money, (ii) all obligations of such Person for the deferred purchase price of property or services 

(excluding trade payables arising in the ordinary course of business), (iii) all obligations of such 

Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all indebtedness 

created or arising under any conditional sale or other title retention agreement with respect to 

property acquired by such Person (even though the rights and remedies of the seller or lender 

under such agreement in the event of default are limited to repossession or sale of such property), 

(v) all obligations of such Person as lessee under leases that have been or should be, in 

accordance with GAAP, recorded as capital leases, or (vi) all indebtedness or obligations of 

others of the kinds referred to in clauses (i) through (v) above in respect of which such Person 

has entered into or issued any Guarantee. 

"Direct Owner" shall mean, with respect to any Person, any other Person who 

has any direct ownership interest in such Person. 

"Disposition" shall mean any sale, assignment, alienation, gift, exchange, 

conveyance, transfer, pledge, hypothecation, granting of a security interest or other disposition or 

attempted disposition whatsoever, in each case, whether voluntary or involuntary, and including 

any of the foregoing by operation of Law (including any merger into, or any consolidation with, 

any other Person). For the avoidance of doubt, it is understood and agreed that a statutory 

conversion of a Person into another form of Person does not constitute a Disposition. The term 

"Dispose" shall mean to make or consummate a "Disposition." 

"Dispute Resolution Procedure" shall mean the following procedure solely for 

the purpose of determining a particular amount: 

Each Member shall submit to the other, within five (5) Business Days of referral 

to this procedure, its proposed amount. If either Member fails to submit such a proposal within 

such time period, then the amount shall be the single proposal provided. If the higher of the two 

proposals is not greater than one hundred ten percent (110%) of the lower proposal, then the 

amount shall be the average of such two proposals. If the higher of such two proposals is greater 

than one hundred ten percent (I 10%) of the lower amount, then the Members shall, within seven 

(7) days of their submission of such proposals, jointly select a nationally recognized investment 

banking firm which shall, within fifteen (I 5) days of its appointment, select the proposed amount 

previously submitted by the Members pursuant to this procedure that in its opinion more closely 

reflects the amount being determined as described in the Agreement, and the proposal thus 

selected shall be considered the amount for purposes of the Agreement. If the Members fail to 

agree on such investment banking firm within such seven-day period, then each Member shall 

nominate, within such seven-day period, a nationally recognized investment banking firm that is 

not an Affiliate thereof and the investment banking firm that is to make such determination shall 

be chosen by the two nominated firms promptly after the expiration of such seven-day period; 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
provided, that if either Member shall fail to nominate such an investment banking firm within 

such seven-day period, such determination shall be made by the investment banking firm 

nominated by the other Member. The fees of the selected investment banking firm shall be paid 

in the manner provided in the Agreement. Any determination of any amount made by any 

investment banking firm selected in accordance with this procedure shall be final and binding on 

the Members and, without limitation of the foregoing, may be enforced by any court having 

jurisdiction in the premises. 

"Dissolution Event" shall mean, with respect to any specified Person, (i) in the 

case of a specified Person that is a partnership or limited partnership or a limited liability 

company, the dissolution and commencement of winding up of such partnership, limited 

partnership or limited liability company, (ii) in the case of a specified Person that is a 

corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the 

revocation of its charter and the expiration of ninety (90) days after the date of notice to the 

corporation of revocation without a reinstatement of its charter, and (iii) in the case of any other 

specified entity, the termination of such entity. For the avoidance of doubt, it is understood and 

agreed that a statutory conversion of a Person into another form of Person does not constitute a 

\'Dissolution Event." 

"Embargoed Person" shall mean any person subject to trade restrictions under 

United States Law, including, without limitation, the International Emergency Economic Powers 

Act, 50 U.S.C. §§1701, et ~.,the Trading With the Enemy Act, 50 U.S.C. §§ App. I, et ~., 

any foreign assets control regulations of the United States Treasury Department (31 C.F.R., 

Subtitle B, Chapter V, as amended), or any enabling legislation or regulations promulgated 

thereunder or any executive order relating thereto (including Executive Order 13224 of 

September 21, 200 l Blocking Property and Prohibiting Transactions With Persons Who 

Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or 31 C.F.R. 

§594.1 0 l, et ~.), with the result that a purchase of assets or any other transaction entered into 

with respect to any assets (including, without limitation, any investment in any structured 

transaction), whether directly or indirectly, is prohibited by or in violation of Law. 

"Events of Default" shall mean 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): 

(a) the receipt by the Company of notice from the Collateral Agent that an 

Event of Default under and as defined in the Reimbursement and Security Agreement has 

occurred and is continuing beyond any applicable notice and cure periods; 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 any of the 

Company, the Private Owner, the Manager or any of their Affiliates; or (ii) with respect to any 

Servicer or any Subservicer or any Affiliate of the foregoing; provided, that such Insolvency 

Event under this clause (ii) (that is not otherwise an Insolvency Event under clause (i) hereof) 

shall not be an Event of Default hereunder (but shall in all events be a default under the 

FDIC SFR 20 I0-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
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 

(30) days after the occurrence of such Insolvency Event; or 

(c) any failure of the Company to pay any Servicing Expense when due in 

accordance with Section 12.6 of this Agreement, which failure continues unremedied for a 

period of thirty (30) days; or 

(d) the failure of the Company or the Private Owner (for the avoidance of 

doubt, in any capacity, including as a Member and/or as a Manager) to comply in any material 

respect with or enforce the provisions of this Agreement or the Servicing Agreement; or 

(e) the occurrence of either (i) a failure by the Servicer to perform in any 

material respect its obligations under the Servicing Agreement or (ii) a failure by the Manager 

(in its individual capacity) to replace the Servicer upon the occurrence of either an Event of 

Default under the Reimbursement and Security Agreement as a result of the Servicer's acts or 

omissions or a material breach of or event of default under the Servicing Agreement by the 

Servicer; or 

(f) the failure of the Manager (in any capacity) to comply in any material 

respect with its obligations under the Servicing Agreement or of the Manager (in any capacity) 

or the Company to comply in any material respect with their respective obligations under the 

Custodial and Paying Agency Agreement (including any failure to pay fees or expenses due 

thereunder); 

(g) there shall be a change in the Private Owner or the Manager or there shall 

occur a Change of Control with respect to the Private Owner, the Manager (other than as 

expressly permitted pursuant to Section 8.2) or any Restricted Servicer Change of Control; 

provided, that, any such Restricted Servicer Change of Control shall not be an Event of Default 

hereunder (but shall in all events be an event of default under the applicable Servicing 

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

affected Servicer within thirty (30) days after the occurrence of such Restricted Servicer Change 

of Control; 

(h) the failure of the Company to remit or cause to be remitted all Mortgage 

Loan Proceeds to the Paying Agent as and when required or the failure of the Company to make 

any other payments required hereunder at the time required; 

(i) any payments by the Secured Parties ofthe Loan Parity Obligation; 

G) the failure of the Company or the Private Owner to cause the liquidation 

ofthe Mortgage Loans upon the exercise of a Clean-Up Call pursuant to Section 12.17; or 

(k) the material breach by the Private Owner or the Company of any 

representation or warranty in the Reimbursement and Security Agreement or the failure of the 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Company or Private Owner to comply in any material respect with other material covenants in 

the Reimbursement and Security Agreement. 

"Failed Banks" shall mean the failed financial institutions listed on Schedule I to 

this Agreement, as to which the FDIC has been appointed as Receiver. 

"Fair Market Value" shall mean, with respect to any asset on a given date, the 

gross fair market value of such asset, unreduced by any liability, on such date as determined in 

good faith by the Manager after consultation with the Initial Member; provided, however, that 

the parties hereto acknowledge and agree that, as of the Closing Date, the Fair Market Value of 

the Capital Contribution made by the Initial Member shall be based on the Transferred LLC 

Interest Sale Price, as set forth in the Transferred LLC Interest Sale Agreement, and such Fair 

Market Value shall be utilized for determining the initial Capital Accounts of the Members as of 

the Closing Date. 

"Fiscal Year" shall have the meaning given in Section 7.1. 

"Guarantee" shall mean, with respect to any particular indebtedness or other 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

obligation. 

"Indemnified Parties" shall have the meaning give in Section 4.6(a). 

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

"Initial Member Capital Contribution" shall have the meaning given in Section 

2.3(a)(i). 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
"IRR Incentive Cash Distributions'' shall have the meaning given in Section 

6.6(b)(iii). 

"IRR Incentive Threshold" shall have the meaning given in Section 6.6(b)(iv). 

"IRR Incentive Threshold Base Amount" shall have the meaning given in 

Section 6.6(b). 

"IRR Incentive Threshold Event" shall have the meaning given in Section 

6.6(b)(iii). 

"IRR Incentive Threshold Increase Amount" as of any Distribution Date shall 

be equal to the product of (a) the IRR Incentive Threshold as of the preceding Distribution Date 

(or, in the case of the first Distribution Date, the Closing Date) and (b) the Monthly Adjusted 

Annualized Yield. 

"LLC Interest" means, with respect to any particular Member, (i) the entire 

limited liability company interest in the Company of such Member, including such Member's 

rights to share in the income, gain, loss, deductions and credits of, and the right to receive 

distributions from, the Company, (ii) all other rights, benefits and privileges enjoyed by such 

Member (under the Act, this Agreement or otherwise) in its capacity as a Member, including 

rights to vote, consent and approve, and (iii) all other rights, benefits, privileges and claims 

(whether known or unknown) of such Member under, or arising under, this Agreement. For 

purposes of clarification, references in this Agreement to the term "limited liability company 

interest" shall mean a "limited liability company interest" as such term is defined in the Act. 

"Losses" shall have the meaning given in Section 4.6(a). 

"Manager" shall have the meaning given in Section 3.1(a). 

"Members" shall mean (i) the Person from time to time constituting the "Initial 

Member" in accordance with this Agreement, and (ii) from and after the Closing Date, the 

Person from time to time constituting the "Private Owner" in accordance with this Agreement, in 

each case so long as such Person remains a member of the Company. For purposes of 

clarification, references in this Agreement to the term "member" (lowercase) shall mean a 

"member" as such term is defined in the Act. 

"Member Schedule" shall mean the schedule attached hereto (and hereby 

incorporated in this Agreement) as Annex I, as amended, restated, supplemented or otherwise 

modified from time to time. 

"Monthly Adjusted Annualized Yield" is equal to approximately 1.8769 

percent. The Monthly Adjusted Annualized Yield is derived as follows: (I + Annualized Yield 

Threshold) 1112 - I or (I + 0.25) 1112 - I, where the Annualized Yield Threshold is 25%. 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pooll\os. 24020 and 24021 

Guffy v.7 
"Monthly Report" shall mean a report in electronic format in the form set forth 

in Exhibit B hereto, which report shall be prepared and distributed by the Manager in accordance 

with Section 7.4(b). 

"Net Income and Net Loss" shall mean, for each Fiscal Year or other period, the 

taxable income or loss of the Company, or particular items thereof, determined in accordance 

with the accounting method used by the Company for federal income tax purposes with the 

following adjustments: (a) all items of income, gain, loss, deduction or expense specially 

allocated pursuant to this Agreement (including pursuant to Sections 6.2(b)(i) through (iv)) shall 

not be taken into account in computing such taxable income or loss; (b) any income of the 

Company that is exempt from federal income taxation and not otherwise taken into account in 

computing the taxable income of the Company shall be added to such taxable income or loss; (c) 

if the Book Value of any asset differs from its adjusted tax basis for federal income tax purposes, 

any gain or loss resulting from a disposition of such asset shall be calculated with reference to 

such Book Value; (d) upon an adjustment to the Book Value of any asset pursuant to the 

definition of Book Value, the amount of the adjustment shall be included as gain or loss in 

computing such Net Income or Net Loss; (e) if the Book Value of any asset differs from its 

adjusted tax basis for federal income tax purposes, the amount of depreciation, amortization or 

cost recovery deductions with respect to such asset for purposes of determining Net Income or 

Net Loss shall be an amount which bears the same ratio to such Book Value as the federal 

income tax depreciation, amortization or other cost recovery deductions bears to such adjusted 

tax basis (provided, that if the federal income tax depreciation, amortization or other cost 

recovery deduction is zero, the Tax Matters Member may use any reasonable method for 

purposes of determining depreciation, amortization or other cost recovery deductions in 

calculating Net Income or Net Loss); and (f) except for items in (a) above, any expenditures of 

the Company not deductible in computing taxable income or loss, not properly capitalizable and 

not otherwise taken into account in computing Net Income or Net Loss pursuant to this 

definition, shall be treated as deductible items. 

"Original LLC Operating Agreement" shall have the meaning given in the 

preamble. 

"Permitted Disposition" shall have the meaning given in Section 8.1. 

"Plan Asset Regulation" shall have the meaning given in Section IO.l(r). 

"Previously Approved Matters" shall have the meaning given in Section 2.7. 

"Private Owner" shall have the meaning given in the preamble. 

"Private Owner Obligations" shall have the meaning given in Section 3.13(c). 

"Propertv" shall mean any property contributed to, acquired by or otherwise 

owned by the Company, including, without limitation, any real or personal, tangible or intangible 

property, including but not limited to any legal or equitable interest in such property, ownership 

interests in entities owning real or personal property, and money. 

FDIC SFR 20!0-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
"Purchaser Eligibility Certification" means, (i) with respect to the Private 

Owner, any purchaser eligibility certification delivered by the Private Owner (or its Affiliates) to 

the Receiver in connection with the transactions contemplated in this Agreement and the 

Ancillary Documents, including the purchaser eligibility certifications delivered by the Private 

Owner to the Receiver, and (ii) with respect to any Permitted Disposition (and the applicable 

transferee in connection therewith), a purchaser eligibility certification in substantially the form 

of the purchaser eligibility certification referenced in item (i), with such changes as the Initial 

Member may require based on changes to such form of Purchaser Eligibility Certification as 

maintained by the FDIC. 

"Qualified Transferee" shall have the meaning given in Section I 0.1. 

"Receiver" has the meaning given in the preamble. 

"Related Party Agreement" shall have the meaning given in Section 3.5. 

"Secured Assets" shall have the meaning given in Section 3.13(c). 

"Site Assessment" shall have the meaning given in Section 12.14(b). 

"Subsidiary" shall mean, with respect to any specified Person, each of (i) any 

other Person not less than a majority of the overall economic equity in which is owned, directly 

or indirectly through one of more intermediaries, by such specified Person, and (ii) without 

limitation of clause (i), any other Person who or which, directly or indirectly through one or 

more intermediaries, is Controlled by such specified Person (it being understood with respect to 

clause (i) that a pledge for collateral security purposes of an equity interest in a Person shall not 

be deemed to affect the ownership of such equity interest by the pledgor so long as such pledgor 

continues to be entitled, in all material respects, to all the income with respect to such equity 

interest). 

"Successor" shall mean, (i) with respect to a Member, any future Member which 

is a direct or indirect transferee (whether by Permitted Disposition, merger, consolidation or 

otherwise) of the LLC Interest of such Member; (ii) with respect to any former Member, the 

current Member which is the direct or indirect transferee (whether by Permitted Disposition, 

merger, consolidation or otherwise) of the LLC Interest of such former Member and (iii) with 

respect to the Initial Member, any Person that is a direct or indirect transferee (whether by 

Disposition, merger, consolidation or otherwise) of any of the Initial Member's rights or interests 

under this Agreement or any other Ancillary Document. 

"Tax" shall mean any federal, state, county, local, or foreign tax, charge, fee, 

levy, duty, or other assessment, including any income, gross receipts, transfer, recording, capital, 

withholding, property, ad valorem, or other tax or governmental fee of any kind whatsoever, 

imposed or required to be withheld by any governmental authority having jurisdiction over the 

assessment, determination, collection, or other imposition of any Tax, including any interest, 

penalties and additions imposed thereon or with respect thereto. 

FDIC SFR 2010-2 


Amended and Restated Limited Liability Company Operating Agreement 


Pool Nos. 24020 and 24021 


Guffy v.7 
"Tax Allocation Report" shall have the meaning given in Section 7.6(b). 

"Tax Matters Member" shall have the meaning given in Section 7.5. 

"Third Party Claim" shall have the meaning given in Section 4.6(a). 

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

States Department of the Treasury pursuant to and in respect of provisions of the Code, and all 

references to sections of the Treasury Regulations shall include any corresponding provision or 

provisions of succeeding, substitute, proposed or final Treasury Regulations. 

"Unreimbursable Expense" shall have the meaning given in Section 4.6(e). 

"$"shall mean lawful currency of the United States of America. 

1.2 Construction. 

(a) Captions. Paragraph titles or captions contained in this Agreement are 

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

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

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

(b) References to Persons Exclusive. References to "Affiliates" or 

"Subsidiaries" of a specified Person refer to, and include, only other Persons which from time to 

time constitute "Affiliates" or "Subsidiaries," as the case may be, of such specified Person, and 

do not include, at any particular time, other Persons that may have been, but at such time have 

ceased to be, "Affiliates" or "Subsidiaries," as the case may be, of such specified Person, except 

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

or other Person, in and of itself, does not, and shall not be deemed to, refer to or include any 

other Person having an interest in a Member or other Person (such as, without limitation, any 

stockholder or member of or partner in a Member, or other Person). 

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

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

amendment, modification or replacement to such Law. 

(e) Use of Accounting Terms. Accounting terms used herein shall have the 

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

which they refer. 

(f) References to Documents. References to any document, instrument or 

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

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

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

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

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

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(g) Use of"Herein." Unless otherwise specified, the words "hereof," "herein" 

and "hereunder" and words of similar import when used in this Agreement shall refer to this 

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

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

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

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

words. 

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

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

period and continuing until the end of such period. 

ARTICLE II 

Organization of the Company 

2.1 Formation; Continuation and Admission of Members. 

(a) On June 15,2010, the Receiver caused the Certificate of Formation of the 

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

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

change the registered agent or office ofthe Company. 

(b) The Company shall continue as a limited liability company under the Act 

and in accordance with the further terms and provisions ofthis Agreement. 

(c) The Initial Member previously was, and the Private Owner hereby agrees 

to be, and is, admitted as a member of the Company such that, as of the Closing Date, the Initial 

Member and the Private Owner are the sole members of the Company. Until the Company is 

dissolved pursuant to Section 9. I, and subject to the rights of the Initial Member under Section 

13.5, the Company shall at all times have two, and only two, members. 

2.2 Name. 

(a) The name ofthe Company shall be 2010-2 SFR Venture, LLC. 

(b) The Business shall be conducted only under the name of the Company or 

such other name or names that comply with applicable Law as the Members may select from 

time to time. 

2.3 Organizational Contributions and Related Actions. 

(a) Prior to the execution of this Agreement, pursuant to the terms of the 

Contribution Agreement, the Initial Member; 

(i) made a Capital Contribution to the Company in the form of certain 

Mortgage Loans (the "Initial Member Capital Contribution"); and 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

GuffY v.7 
(ii) sold and assigned to the Company, and the Company purchased 

from the Initial Member, Mortgage Loans (other than that portion ofthe Mortgage 

Loans comprising the Initial Member Capital Contribution) and assumed the 

Obligations (as defined in the Contribution Agreement) in exchange for the 

Purchase Money Notes. 

(b) [Reserved]. 

(c) Upon the consummation of the transactions contemplated in Section 2.3(a) 

and prior to the occurrence of the IRR Incentive Threshold Event as described in Section 

6.6(b)(iiil, the Private Owner shall own fifty percent (50%) of the issued and outstanding LLC 

Interests and the Initial Member shall own fifty percent (50%) of such LLC Interests. Following 

the occurrence of the IRR Incentive Threshold Event, the Private Owner shall own forty percent 

( 40%) of the issued and outstanding LLC Interests and the Initial Member shall own sixty 

percent ( 60%) of such LLC Interests. 

2.4 Registered Office; Chief Executive Office. The Company shall maintain a 

registered office and registered agent in Delaware to the extent required by the Act, which office 

and agent shall be as determined by the Manager from time to time and which shall be set forth 

in the Certificate. Initially (and until otherwise determined by the Manager), the registered office 

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

shall be, as specified in the Certificate as originally filed, which may be amended by the 

Manager from time to time as necessary to correctly reflect the name and address of the 

Company's registered agent. The chief executive office of the Company shall be located at 800 

Menlo Ave., Suite 210, Menlo Park, CA 94025, or such other place as shall be determined by the 

Manager from time to time. 

2.5 Purpose; Duration. 

(a) The purpose of the Company is to engage in and conduct the Business, 

directly or, to the extent specifically authorized in this Agreement, indirectly through other 

Persons. The Company shall not form or have any Subsidiaries other than Ownership Entities or 

as otherwise authorized in or pursuant to this Agreement. The Company shall have all powers 

necessary, desirable or convenient, or which the Manager deems necessary, desirable or 

convenient, and may engage in any and all activities necessary, desirable or convenient, or which 

the Manager deems necessary, desirable or convenient, to accomplish the purposes of the 

Company or consistent with the furtherance thereof. 

(b) Subject to Section 9.1, the Company shall continue in existence 

perpetually. 

2.6 Single Purpose Entity; Limitations on Company's Activities. Except to 

the extent expressly permitted by this Agreement or the Ancillary Documents, the following 

shall govern for so long as the Company is in existence: 

FDIC SFR 20 10·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(a) Subject to Section 9.1, the Manager shall cause the Company to do or 

cause to be done all things necessary to preserve and keep in full force and effect its existence, 

rights (charter and statutory) and franchises, and the Manager also shall cause the Company to: 

(i) maintain financial statements separate from any Affiliate; 

provided, however, that each Ownership Entity shall be consolidated in the 

financial statements of the Company; and provided, further, that the assets, 

liabilities and results of operations of the Company may be included in the 

consolidated financial statements of its parent or ultimate parent in accordance 

withGAAP; 

(ii) at all times hold itself out to the public as a legal entity separate 

from the Members and any other Person; 

(iii) file its own tax returns, as may be required under applicable Law, 

and pay any taxes so required to be paid under applicable Law; 

(iv) except as contemplated hereby or by the Ancillary Documents, 

segregate its assets and not commingle its assets with assets of any other Person; 

(v) conduct the Business in its own name and strictly comply with all 

organizational formalities to maintain its separate legal existence; 

(vi) pay its own liabilities only out of its own funds; 

(vii) maintain an arm's length relationship with any Affiliate upon 

terms that are commercially reasonable and that are no less favorable to the 

Company than could be obtained in a comparable arm's length transaction with an 

unrelated Person; 

(viii) subject at all times to Section 3.3, pay the salaries of its own 

employees, if any, and maintain, or cause to be maintained, a sufficient number of 

employees, if any, in light of its contemplated business operations; 

(ix) allocate, fairly and reasonably, shared expenses, including any 

overhead for shared office space; 

(x) use separate stationery, invoices and checks; 

(xi) correct any known misunderstanding regarding its separate 

identity; and 

(xii) maintain adequate capital in light of its contemplated business 

purpose, transactions and liabilities, if any. 

(b) Neither the Manager nor the Private Owner may cause or permit a 

Dissolution Event or an Insolvency Event to occur with respect to the Company or any of its 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Subsidiaries to which the Initial Member has not provided its written consent, and neither the 

Manager nor the Private Owner may, without the written consent of the Initial Member, cause or 

permit the Company or any of its Subsidiaries to: 

(i) except as contemplated hereby or by the Ancillary Documents, 

hold out its credit or assets as being available to satisfY the obligations of others, 

or become bound by any Guarantee of, or otherwise obligate itself with respect to, 

the Debts of any other Person, including any Affiliate; 

(ii) except as contemplated hereby or by the Ancillary Documents 

(including the Purchase Money Notes, the Purchase Money Notes Guaranty, and 

the Reimbursement and Security Agreement), pledge its assets for the benefit of 

any other Person, make any loans or advances to any other Person, or encumber 

or permit any Lien to be placed on the Mortgage Loans, the Underlying 

Collateral, or the proceeds therefrom; provided, that the Company may invest its 

funds in interest-bearing accounts held by any bank that is not its Affiliate and 

otherwise in accordance with the terms of this Agreement and the Paying Agency 

and Custodial Agreement and make advances in accordance with Article XII; 

(iii) own any assets, or engage in any business, unrelated to the 

Business; 

(iv) incur, create or assume any Debt other than the Purchase Money 

Notes, any Excess Liquidity Advance or as otherwise expressly permitted hereby 

or by the Ancillary Documents to which the Initial Member is a party; 

(v) make or permit to remain outstanding any loan or advance to, or 

own or acquire any stock or securities of, any Person (other than an Ownership 

Entity), except that the Company may invest in those investments permitted under 

the Ancillary Documents and may make any advance required or expressly 

permitted to be made pursuant to any provisions of Article XII or the Ancillary 

Documents and permit the same to remain outstanding in accordance with such 

prOVISIOns; 

(vi) acquire any LLC Interest (or any portion of any LLC Interest); 

(vii) consolidate or merge with or into any other Person, convert into 

any other type of Person (including into a limited liability company organized 

under the Laws of a jurisdiction other than the State of Delaware), transfer, 

domesticate or continue the Company or any Subsidiary ofthe Company pursuant 

to Section 18-213 of the Act, or take any other action for which the consent of 

some or all of the members of a limited liability company is (unless otherwise 

provided in the limited liability company agreement of such limited liability 

company) required by the Act; 

FDIC SFR20l0-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(viii) convey or transfer its properties and assets as an entirety or 

substantially as an entirety to any Person, transfer its ownership interests, or 

engage in any dissolution or liquidation, except in each case to the extent such 

activities are expressly permitted pursuant to any provision of this Agreement or 

the Ancillary Documents (and subject to obtaining any approvals required 

hereunder or thereunder, as applicable); 

(ix) except as contemplated or permitted by this Agreement, form, 

acquire or, subject to the second proviso of the definition of Ownership Entity, 

hold any Subsidiary other than an Ownership Entity or form any trust for the 

purpose of holding Mortgage Loans for the benefit of the Company; or 

(x) breach or violate any representation, warranties, covenants or 

agreements contained in any of the Ancillary Documents. 

(c) The failure of the Company, any Member and/or the Manager to comply 

with any of the foregoing covenants or any other covenants contained in this Agreement shall not 

affect the status of the Company as a separate legal entity or the limited liability of the Members. 

2.7 Ratification of Certain Actions. Prior to the Closing Date, the Company 

previously approved (a) each of the Ancillary Documents, (b) the issuance of the LLC Interests, 

and (c) the taking of all action reasonably necessary to effect the foregoing approvals, including 

without limitation the execution and performance of this Agreement and the Ancillary 

Documents (the "Previously Approved Matters"). The Previously Approved Matters, and all 

actions taken by the Company in furtherance of the Previously Approved Matters, are hereby 

ratified, approved and confirmed in their entirety by each Member and the Manager is hereby 

authorized and directed to execute and deliver, for and on behalf of the Company, any and all 

documents as may now or hereafter be reasonably required in order to effect the Previously 

Approved Matters. 

ARTICLE III 


Management and Operations of the Company 


3.1 Management of the Company's Affairs. 

(a) Subject to the terms and conditions of this Agreement, the management of 

the Company shall be vested exclusively in the Person appointed from time to time hereunder as 

the "Manager" of the Company (the "Manager"), which Manager may, but is not required to be, 

a Member. Effective as of the Closing Date, the Private Owner is hereby appointed as the 

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

exclusive power and discretion to, and shall, manage the business and affairs of the Company in 

accordance with this Agreement. The Private Owner may not resign as Manager, may not 

Dispose of or delegate, in whole or in part, its rights, responsibilities or duties as Manager to any 

other Person, and shall serve as Manager until such time as (i) the Private Owner's LLC Interest 

is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as a 

member of the Company and Successor to the Private Owner, in which case the transferee 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Member shall, effective upon such Disposition, be appointed as the "Manager" to the extent the 

Private Owner held such role immediately prior to such Disposition, (ii) the Private Owner is 

removed as Manager by the Initial Member or the Purchase Money Notes Guarantor and 

replaced in accordance with Section 3.2 or Section 12.4 below; or (iii) the Company is dissolved, 

and the business and affairs of the Company are wound up, in accordance with the terms of this 

Agreement. The Manager shall devote such time to the affairs of the Company as is necessary to 

manage the Company as set forth in this Agreement. Without limitation of the foregoing, the 

Manager shall cooperate with the Tax Matters Member in all respects as reasonably requested by 

the Tax Matters Member, from time to time, in connection with the Tax Matters Member's 

performance of its obligations under this Agreement. The Private Owner (and any Successor to 

Private Owner) hereby expressly acknowledges that (x) as it relates to its role as each of the 

Manager, this Agreement constitutes a personal services contract between the Private Owner and 

the Company, and (y) except as may otherwise expressly specified herein, it shall not be entitled 

to any salary, fees, reimbursement of costs or expenses, or other compensation with respect to its 

service as Manager hereunder (including with respect to the Manager's Mortgage Loan servicing 

and management obligations under Article XII). 

(b) Except as otherwise specifically provided in this Agreement and without 

limitation of the powers expressly granted to the Manager under any other provision of this 

Agreement, the authority, duties (including fiduciary duties) and functions of the Manager shall 

be identical to the authority, duties (including fiduciary duties) and functions of the board of 

directors and the officers of a corporation organized under the Delaware General Corporation 

Law (and not electing to be governed by subchapter XIV thereof). The Manager shall have no 

authority to take or authorize the taking of any action in contravention of any express term ofthis 

Agreement. 

(c) No Person dealing with the Company or the Manager shall be required to 

determine, and any such Person may conclusively assume and rely upon, the authority of the 

Manager to execute any instrument or make any undertaking on behalf of the Company. No 

Person dealing with the Company or the Manager shall be required to determine any facts or 

circumstances bearing upon the existence of such authority. Without limitation of the foregoing, 

any Person dealing with the Company or the Manager is entitled to rely upon a certificate signed 

by the Manager as to: 

(i) the identity of the Members; 

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

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

the affairs of the Company; 

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

any instrument or document of or on behalf of the Company; or 

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

whatsoever involving the Company or the Members. 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(d) Notwithstanding anything to the contrary contained in this Agreement, the 

parties hereto acknowledge and agree that: 

(i) nothing contained in this Agreement creates any fiduciary duty on 

the part ofthe Initial Member; 

(ii) the Private Owner and the Company each hereby expressly waives 

any fiduciary duties that may otherwise be deemed to be owed by the Initial 

Member to the Private Owner or the Company; and 

(iii) the Initial Member shall be entitled to act and exercise any right of 

approval or consent that it has under this Agreement in its interest, in its sole and 

absolute discretion, without regard to and against the interests of the Private 

Owner or the Company. 

(e) Unless and to the extent reimbursement is due under an express provision 

hereof or pursuant to a Related Party Agreement or any Ancillary Document, the Company shall 

not be liable for, and the Manager shall not seek reimbursement from the Company or any 

Member for, any expenses or costs incurred after the formation of the Company by the Manager 

and/or its Affiliates on behalf of or for the benefit of the Company. 

(f) This Section 3.1 is subject tci any express requirement of direct Initial 

Member consent set forth elsewhere in this Agreement, including in Sections 2.6(b), 3.4, 3.8, 

U,, 8.2, 8.8(a), 21,, 12.3(g), 12.7(b), 12.12, 12.15, 13.5 and 13.12. Any purported action by the 

Company or the Manager requiring the consent of the Initial Member under this Agreement shall 

be null and void ab initio unless and until the Initial Member's consent is obtained. 

3.2 Removal of the Manager. Upon an Event of Default (and so long as the 

Private Owner is then the Manager), the Initial Member or the Purchase Money Notes Guarantor, 

if any of the Purchase Money Notes are outstanding, may remove the Private Owner as the 

Manager and appoint a successor Manager in the sole and absolute discretion of the Initial 

Member or the Purchase Money Notes Guarantor in accordance with Section 12.4, whereupon 

such successor Manager shall immediately succeed to all, or such portion as to which the Initial 

Member or the Purchase Money Notes Guarantor and successor Manager agree, of the rights, 

powers, duties and obligations of the "Manager" hereunder, and the predecessor Manager shall 

promptly take such actions as may be reasonably requested by the Initial Member or the 

Purchase Money Notes Guarantor to facilitate the transition to such successor Manager. 

3.3 Employees and Services. After the Closing Date, the Manager shall cause 

to be made available to the Company, from time to time, employees, facilities and support 

services in a manner and to an extent reasonably required for it to fulfill its duties and obligations 

as Manager and for the day-to-day operation of the Business, including the Manager's 

employees, facilities and support services. If necessary to meet the foregoing requirements, the 

Manager shall enter into contractual arrangements to secure employees, facilities and support 

services from third parties (including its Affiliates); provided, however, that the Manager shall at 

all times provide for the servicing of the Mortgage Loans through a Servicer under contract with 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 


Guffy v.7 

the Manager (in its individual capacity) in accordance with Article XII and the safekeeping of 

the Notes and other Mortgage Loan Documents by a Custodian under contract with the Company 

in accordance with the provisions of Section 3.7 below. Notwithstanding anything to the 

contrary contained in this Section 3.3, (a) the Company shall not have any employees, (b) no 

employees of the Manager or any third party (including any Affiliate) shall be deemed to be 

employees of the Company, (c) any contractual relationships entered into by the Manager to 

provide employees, facilities or support services to the Company shall be relationships between 

the third parties (or Affiliates) and the Manager (and not the Company) and shall not relieve such 

Manager of its obligations or any liability hereunder and (d) no expenses incurred to secure or 

maintain employees, facilities or support services shall be an expense of the Company unless the 

same is expressly reimbursable by the Company pursuant to the provisions of Article XII below 

or is otherwise expressly set forth in this Agreement or in any Ancillary Documents to be an 

expense ofthe Company. 

3.4 Restrictions on Manager and Private Owner. Neither the Private Owner 

nor, notwithstanding any delegation of authority to it hereunder, the Manager may or shall in any 

event (x) do, or cause the Company to do, any act or take, or cause the Company to take, any 

action in contravention of any Law, or (y) take any of the following actions on behalf of, or with 

respect to, the Company, or otherwise cause the Company to take any of the following actions, in 

the case of all of the foregoing without the prior written approval of the Initial Member and, if 

any of the Purchase Money Notes are outstanding, the Purchase Money Notes Guarantor, which 

approval may be withheld or conditioned in the Initial Member's and the Purchase Money Notes 

Guarantor's sole and absolute discretion: 

(i) admitting additional or substitute members ofthe Company, except 

in accordance with Article VIII; 

(ii) changing the legal form of the Company to other than a limited 

liability company; 

(iii) taking any action that would cause the Company to be treated as 

other than a partnership for federal tax purposes; 

(iv) taking any action that would make it impossible to carry on the 

ordinary business ofthe Company; 

(v) during either of the first two successive twelve-month periods 

following the Closing Date, conducting Bulk Sales that exceed, in the aggregate, 

ten percent (I 0%) of the initial aggregate Unpaid Principal Balance of all of the 

Mortgage Loans as of the beginning of the particular twelve-month period (or, in 

the case of the initial twelve-month period, as set out in the Mortgage Loan 

Schedule); 

(vi) incurring any liability on behalf of the Company (other than 

liabilities to trade creditors in the ordinary course of the Business and such other 

liabilities as may be permitted by this Agreement or any Ancillary Document); 

FDIC SFR 2010-2 

Amended and Restated Limiled Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 


Guffy v.7 

(vii) possessing or transferring Company Property for other than 

Company purposes; 

(viii) taking any action that would require the Company to register as an 

"investment company" (as defined in the Investment Company Act); 

(ix) selling or otherwise transferring any Mortgage Loan, Underlying 

Collateral or Acquired Property (or any portion thereof) to the Manager, the 

Private Owner, any Servicer, any Subservicer, or any Affiliate of any of the 

foregoing or ofthe Company; 

(x) financing the sale or other transfer of any Mortgage Loan, 

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

(xi) selling any Mortgage Loan, Underlying Collateral or Acquired 

Property (or any portion thereof) in a transaction that provides for any recourse 

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

the LLC Interest held by the Initial Member or any share of the Mortgage Loan 

Proceeds allocable to the Initial Member; 

(xii) disbursing, or causing the disbursement of, funds from the 

Collection Account, the Distribution Account, the Special Reserve Account, the 

Interest Reserve Account, the Liquidity Account or other accounts created under 

this Agreement, the Custodial and Paying Agency Agreement or any Servicing 

Agreement other than in accordance with (and without violation of any 

requirement contained in) the provisions of this Agreement, the Custodial and 

Paying Agency Agreement, the applicable Servicing Agreement and the 

Reimbursement and Security Agreement; 

(xiii) advancing additional funds that would increase the Unpaid 

Principal Balance of any Mortgage Loan except as required pursuant to the 

Mortgage Loan Documents including, but not limited to Funding Draws; 

(xiv) except as otherwise permitted pursuant to the terms of this 

Agreement, reimbursing the Manager for any expense or cost incurred (or paid) to 

any Affiliate of any of the Company, the Private Owner or the Manager, the 

Servicer or any Subservicer; 

(xv) taking any action or omitting to take any action that causes the 

Company to breach any representation, warranty, covenant or other agreement 

contained herein or in any Ancillary Document; or 

(xvi) taking any action for which the consent of some or all of the 

members of a limited liability company is (unless otherwise provided in the 

limited liability company agreement of such limited liability company) required 

by the Act. 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
3.5 Related Party Agreements. Neither the Company nor any of its 

Subsidiaries shall enter into any current or future contract, agreement, commitment, arrangement 

or transaction (including any agreement to sell Company Property, incur any Debt or become 

bound by any Guarantee of any obligations) with or for the benefit of, or pay any fee to, the 

Private Owner or any Affiliate of the Company or the Private Owner (a "Related Partv 

Agreement"), except for the Purchase Money Notes or as may otherwise be expressly provided 

herein or in any Ancillary Document to which the Initial Member is a party or as may be 

approved by both Members. 

3.6 Real Property. The Company shall not take title in its own name to any 

REO Property, and any ownership of any such REO Property shall be governed by Section 12.15 

and the relevant terms ofthe Servicing Agreement. 

3.7 Custodian and Paying Agent. The Manager shall cause the Company to 

retain and enter into and, at all times, be a party to a written custodial agreement with a 

document custodian that is a Qualified Custodian and Paying Agent and approved by the Initial 

Member, and such Custodian shall at all times have custody and possession of the Notes and 

other Custodial Documents, unless released to the Servicer in accordance with the Servicing 

Agreement. The Manager shall also cause the Company to retain and enter into and, at all times, 

be a party to a written paying agency agreement with a paying agent selected by the Company, 

which Paying Agent shall receive and distribute Mortgage Loan Proceeds in accordance with the 

applicable Custodial and Paying Agency Agreement. Except as may be determined by the Initial 

Member in connection with an exercise of its rights under Section 13.5 below, the Custodian and 

the Paying Agent shall be the same; and the custodial and paying agency functions shall be 

performed on the terms set forth in a Custodial and Paying Agency Agreement that is acceptable 

to the Initial Member. At no time shall the Company have more than one Custodian or one 

Paying Agent. The fees and expenses paid to the Custodian and Paying Agent shall be no more 

than market rates and the Custodian and Paying Agent shall be terminable by the Company, the 

Collateral Agent, or the Purchase Money Notes Guarantor upon no more than thirty (30) days 

notice provided by any of them, without cause, under the Custodial and Paying Agency 

Agreement. In the event that the Manager removes, or causes the Company (or any Servicer) to 

remove, any Notes or other Custodial Documents from the possession of the Custodian (which 

shall be done only in accordance with the relevant Custodial and Paying Agency Agreement or 

Servicing Agreement), (i) any loss or destruction of or damage to such Notes or Custodial 

Documents shall be the personal liability of the Manager (who, along with the relevant 

Servicer(s), shall be responsible for safeguarding such Notes and Custodial Documents), and (ii) 

such Notes shall be returned to the Custodian within the time provided under the applicable 

Uniform Commercial Code to maintain the perfection of the secured party's security interest 

therein by possession. If any Notes or other Custodial Documents are removed in connection 

with the modification, restructuring or foreclosure of a Mortgage Loan, the modified or 

restructured Notes or other Custodial Documents removed in connection therewith shall be 

returned to the Custodian as soon as possible following the completion of the restructuring, 

modification or foreclosure (and, in any event, in accordance with clause (ii) of the immediately 

preceding sentence). Notwithstanding the foregoing, if any Notes or other Custodial Documents 

are retained by the applicable court, such Notes and other Custodial Documents shall be returned 

to the Custodian as soon as possible after they are released by such court. The Manager shall 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
ensure that the Initial Member receives a copy of each demand, notice or other communication 

given under the Custodial and Paying Agency Agreement at the time that such notice or other 

communication is given thereunder. 

3.8 Relationships with Borrowers. etc. Except as otherwise consented to by 

the Initial Member, neither the Private Owner nor the Manager shall, at any time, (a) be an 

Affiliate of or a partner or joint venturer with any Borrower, (b) be an agent of any Borrower, or 

allow any Borrower to be an agent of the Manager or the Company, or (c) except as is otherwise 

contemplated by the Company's ownership ofthe Mortgage Loans and its right to hold Acquired 

Property, have any interest whatsoever in any Borrower, Obligor or other obligor with respect to 

any Mortgage Loan or any ofthe Underlying Collateral. 

3.9 No Conflicting Obligations. The Manager shall cause the Company to 

comply with the Ancillary Documents in accordance with their terms, and shall not, at any time, 

enter into or become a party to any agreement that would conflict with the terms of this 

Agreement. 

3.10 Compliance with Law. The Manager shall, and shall cause the Company 

to, at all times, comply with applicable Law in connection with the performance or exercise of its 

rights, powers, duties or obligations under this Agreement, be duly authorized and qualified to 

transact any and all business to be conducted by it in any state in which a Mortgaged Property is 

located and comply with the doing business Laws of any such state, to the extent necessary to 

ensure its ability to manage the Mortgage Loans in accordance with the terms of this Agreement 

and to perform any of its other obligations under this Agreement in accordance with the terms 

hereof. 

3.11 No Bankruptcy Filing. Neither the Manager nor the Private Owner may 

cause or permit the Company to: (a) file a voluntary petition for bankruptcy, (b) file a petition or 

answer seeking any reorganization, arrangement, composition, readjustment, liquidation, 

dissolution or similar relief under any Law, (c) make an assignment for the benefit of creditors, 

(d) seek, consent or acquiesce in the appointment of a trustee, receiver or liquidator or of all or 

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

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

clause (a) through (d), or (ii) any order adjudging it a bankrupt or insolvent or for relief against it 

in any bankruptcy or Insolvency Proceeding, or (f) allow itself to become unable to pay its 

obligations as they become due. 

3.12 No Liens. The Manager shall not cause the Company to place, or 

voluntarily permit to be placed, any Lien on any of the Mortgage Loans, the Underlying 

Collateral, the Mortgage Loan Documents, or the Mortgage Loan Proceeds, except, in the case of 

Underlying Collateral, such Liens caused or permitted by the Manager (i) as permitted under the 

Mortgage Loan Documents where the applicable Borrower is not in default thereunder and (ii) as 

permitted by the terms of the Reimbursement and Security Agreement; and the Manager shall 

not take any action to interfere with the Collateral Agent's rights as a secured party with respect 

to Mortgage Loans, the Underlying Collateral and the Mortgage Loan Proceeds. 

FDIC SFR2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
3.13 Remedies Upon an EventofDefault; Security Interest. 

(a) Upon the occurrence of an Event of Default, in addition to all other 

remedies available hereunder or under the Ancillary Documents upon such an Event of Default, 

the Initial Member shall be entitled to: 

(i) remove the Private Owner as the Manager pursuant to Sections 3.2 

and 12.4; 

(ii) remove the Private Owner as a Member; 

(iii) purchase (or cause a designee to purchase) the LLC Interest of the 

Private Owner pursuant to Section 3. 14; 

(iv) designate itself or any applicable transferee Member as the 

Manager hereunder; and/or 

(v) with or without notice to or demand upon the Private Owner 

(except as may be required by Law), exercise any or all rights and remedies with 

respect to the Secured Assets (as defined below), specifically including the right 

(A) to foreclose on the LLC Interest held by the Private Owner and transfer such 

LLC Interest to a third party and/or (B) to exercise any rights under the Special 

Reserve Account Control Agreement (or otherwise) with respect to the Special 

Reserve Account, including the right to assume exclusive control over the Special 

Reserve Account and to cause the funds therein to be remitted (in a lump sum or 

in several sums from time to time at the sole and absolute discretion of the Initial 

Member) to or at the direction of the Initial Member. The removal of the Private 

Owner as Member shall be subject to Section 8.4. 

(b) For the avoidance of doubt, in the event that the Initial Member 

determines to exercise its remedies against any Secured Assets, it shall have the absolute right to 

deduct from the proceeds of such exercise of remedies (including proceeds of any foreclosure 

sale with respect to the LLC Interests and any receipt of funds in the Special Reserve Account), 

any Losses arising out of or resulting from such Event of Default incurred by the Indemnified 

Parties, together with all costs and expenses (including, without limitation, attorneys' fees and 

disbursements) incurred by the Initial Member in connection with enforcing its rights and 

remedies hereunder and under the Ancillary Documents; and any Private Owner Obligations (as 

defined below) then due and payable (in each case, in such order as the Initial Member may 

determine in its sole and absolute discretion); provided, that the Initial Member may, in its sole 

and absolute discretion, hold any such proceeds as additional security for any existing or future 

Private Owner Obligations. Without limitation of the foregoing, in no event shall the Initial 

Member have any obligation (but it shall at all times have the right in its sole and absolute 

discretion) to use or apply any proceeds of the Secured Assets toward payment of any Private 

Owner Obligations owing to the Company (whether or not the same are due and payable), and 

the Private Owner shall remain fully obligated to pay and perform all such Private Owner 

Obligations owing to the Company notwithstanding any such election by the Initial Member to 

FDIC SFR 20 I0-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
so refrain from applying such proceeds toward payment of the same; and, in the event that, for 

any reason any such proceeds of the Secured Assets are used for payment of any Private Owner 

Obligations owing to the Company, any and all rights of the Private Owner to payments, 

reimbursements or distributions from the Company on account of any such payment to the 

Company (including rights to any repayment of any deemed Excess Liquidity Advances, to the 

extent any such proceeds are used to fund the same) shall be considered as part of the Secured 

Assets and shall, to the extent paid or payable by the Company, be paid directly to the Initial 

Member (and the Initial Member shall have the right to direct the Paying Agent to so remit to the 

Initial Member any applicable distributions or payments by the Paying Agent with respect 

thereto) to be held and applied by the Initial Member as part of the proceeds of the Secured 

Assets (as collateral for the Private Owner Obligations). Any Secured Assets or proceeds thereof 

as held by the Initial Member may be commingled with the Initial Member's own funds, without 

any need to pay interest or income thereon. Upon indefeasible payment and performance in full 

of all of the Private Owner Obligations (following the dissolution of the Company), any 

remaining unapplied proceeds (from an exercise of remedies by the Initial Member against the 

rights of the Private Owner to the Secured Assets) so held by the Initial Member shall be 

released to the Private Owner (or such other Person as may have applicable rights therein in 

accordance with applicable Law). In any event, the Private Owner shall remain liable for any 

deficiency in payment of the Private Owner Obligations. 

(c) This Agreement shall constitute a security agreement under applicable 

Law for the benefit of the Initial Member and, in furtherance thereof, the Private Owner (in all of 

its capacities) and the Company (as applicable) shall be deemed to have granted, and each does 

hereby grant, to the Initial Member, for itself (and its assignees) and for the benefit of the 

Company and the Indemnified Parties, a valid and continuing first priority lien on and security 

interest in all of the Private Owner's right, title and interest in, to and under, the Secured Assets, 

whether now owned or existing, or hereafter acquired and arising in, to and under the Secured 

Assets and all of the proceeds of the foregoing, as security for the payment and performance 

(when due) by the Private Owner (including in its roles as Manager and Tax Matters Member) of 

its duties, liabilities and obligations under this Agreement and the Ancillary Documents and the 

compliance by the Private Owner (including as Manager and Tax Matters Member) with the 

terms and conditions of this Agreement and the Ancillary Documents (collectively, the "Private 

Owner Obligations"). For the avoidance of doubt, the parties acknowledge that the Secured 

Assets are not, pursuant to the foregoing, collateral for the separate payment obligations of the 

Company except to the extent that, pursuant to this Agreement or the Ancillary Documents, the 

Private Owner, in any capacity, is required to pay (or advance applicable funds to pay) or 

otherwise bear such obligations (and in such case, such Secured Assets secure such obligations 

of the Private Owner to the Company and, if applicable, the Initial Member and the Indemnified 

Parties only, and not any such separate obligations of the Company to any other Persons). For 

purposes of this Agreement, the term "Secured Assets" shall mean (x) the LLC Interest held by 

Private Owner and all other rights of the Private Owner (in any capacity) under this Agreement 

and the Ancillary Documents (including rights to any distributions or payments on account of 

any Excess Liquidity Advances made by or on behalf of the Private Owner), and (z) all proceeds 

of any of the foregoing at any time (including distributions thereon or other income in respect 

thereof). 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(d) On the Closing Date, the Manager shall cause the Company to establish 

the Liquidity Account with the Paying Agent. 

(e) On the Closing Date, the Manager shall cause the Company to establish 

the Special Reserve Account with the Paying Agent, to be held pursuant to the Special Reserve 

Account Control Agreement. This Agreement shall constitute a security agreement under 

applicable Law for the benefit of the Initial Member and, in furtherance thereof, the Company 

shall be deemed to have granted, and does hereby grant, to the Initial Member, for itself (and its 

assignees) a valid and continuing first priority lien on and security interest in and to the Special 

Reserve Account and all funds therein, whether now owned or existing, or hereafter acquired and 

arising in, to and under the Special Reserve Account and all of the proceeds of the foregoing, as 

security for the payment and performance (when due) by the Company of its obligations under 

this Agreement. For the avoidance of doubt, the parties acknowledge that the Special Reserve 

Account shall not be, pursuant to the foregoing, collateral for the separate payment obligations of 

the Company to any party other than the Initial Member (and its assignees). 

(f) On the Closing Date, the Manager shall cause the Company to establish 

the Interest Reserve Account with the Paying Agent. 

(g) The Private Owner hereby authorizes the filing by the Initial Member and 

its assignees of such financing or continuation statements in such jurisdictions as the Initial 

Member or its assignees deem appropriate (in their sole and absolute discretion) to perfect and 

continue their first priority lien and security interest with respect to the Secured Assets and the 

Special Reserve Account. The Private Owner shall deliver to the Initial Member an assignment 

and assumption agreement with respect to the LLC Interest held by it, in the form attached hereto 

as Exhibit C, endorsed in blank, and executed by the Private Owner. The Initial Member may 

use the assignment and assumption agreement to effect the assignment of the LLC Interest held 

by the Private Owner at any time if an Event of Default occurs and is continuing. The Initial 

Member's election to exercise any remedy under this Section 3.13 shall in no way limit Initial 

Member's rights under any Ancillary Document. 

(h) [Reserved] 

(i) The Initial Member's rights and remedies under this Agreement, any 

Ancillary Document or otherwise are cumulative and may be exercised singularly (and in such 

order as the Initial Member may determine in its sole and absolute discretion) or concurrently. 

Neither any failure nor delay on the part oflnitial Member to exercise any other right or remedy 

shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy 

preclude any other or further exercise thereof or of any other right or remedy howsoever arising. 

In no event shall the Initial Member have any obligation to seek or exhaust any particular remedy 

prior to exercising any other remedy, and the Private Owner hereby waives any and all right to 

require the marshalling of assets in connection with any exercise by the Initial Member of its 

remedies hereunder or under any Ancillary Document. Under no circumstances shall the Initial 

Member be deemed or construed to have waived its right to foreclose upon the LLC Interest of 

the Private Owner or on the Special Reserve Account, or to exercise any of its other rights or 

remedies unless such waiver is in writing and executed by a duly authorized representative of 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Initial Member. A waiver of any right or remedy on any one occasion shall not operate as a 

waiver of such right or remedy on any future occasion or as a waiver of any other right or 

remedy. 

3.14 Purchase Right of the Initial Member. Without prejudice to the rights of 

the Initial Member to foreclose on the LLC Interest of the Private Owner in accordance with 

Section 3.13: 

(a) Upon the occurrence and during the continuance of an Event of Default, 

the Initial Member may at any time, by notice (a "Buy-Out Notice") to the Private Owner, elect 

to purchase (or cause one or more designees to purchase) the Private Owner's LLC Interest for 

an amount, payable in cash, equal to (x) the Fair Market Value of such LLC Interest (determined, 

if necessary, in accordance with Section 3.14(b)(ivl) as of a date (the "Buy-Out Valuation 

Date") selected by the Initial Member in its discretion between the date of the Buy-Out Notice 

and the closing of such purchase (the "Buy-Out Closing"), less (y) any amounts owed by the 

Private Owner pursuant Section 3.14(b)(v), and less (z) any distributions paid by the Company to 

or for the account of the Private Owner between the date of the Buy-Out Valuation Date and the 

Buy-Out Closing. 

(b) If the Private Owner receives a Buy-Out Notice, the Buy-Out Closing 

shall be consummated as follows: 

(i) The Buy-Out Closing shall be held at the principal offices of the 

Company on a day selected by the Initial Member, which day shall, subject to 

Section 3.14(b)(iv), be no later than six (6) months after the Buy-Out Notice was 

delivered to the Private Owner or at such other place or on such other date as the 

parties may agree (the "Buy-Out Closing Date"). 

(ii) The Initial Member shall purchase (and/or cause one or more 

designees to purchase in the aggregate) all but not less than all of the of the 

Private Owner's LLC Interest for the consideration set forth in Section 3.14(a), 

and against delivery of such consideration, the Private Owner shall deliver all 

such documents and instruments as are necessary to transfer to the Initial Member 

(and/or its designee(s)), and in any event shall be deemed to have transferred, and 

to have represented and warranted to the Initial Member (and/or its designee(s)) 

that it has transferred, to the Initial Member (and/or its designee(s)), good title to 

(and, in any event, all right, title and interest of the Private Owner in and to) the 

entire LLC Interest of the Private Owner, free and clear of all Liens other than 

those created by this Agreement. 

(iii) The Private Owner shall obtain all material consents, approvals or 

waivers (including expiration or termination of a specified waiting period) of any 

Governmental Authority or Person that may be required in connection with the 

purchase and sale of the Private Owner's LLC Interest (other than any such 

consent, approval or waiver which has, if permitted by Law, been waived by the 

Initial Member). 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(iv) In the event of the delivery of a Buy-Out Notice, the Members 

shall attempt to agree on the Fair Market Value of the Private Owner's LLC 

Interest as of the Buy-Out Valuation Date. If the Members are unable to agree on 

such value within fifteen (15) days after the date of delivery of the Buy-Out 

Notice (or, if sooner, by the Buy-Out Closing Date), then such value shall be 

determined immediately thereafter in accordance with the Dispute Resolution 

Procedure, and, if applicable, the Buy-Out Closing Date shall be delayed until 

such date (after completion of the applicable valuation) as may be selected by the 

Initial Member. For the avoidance of doubt, in no event shall the right under this 

Section 3.14 or any valuation resulting from a Dispute Resolution Procedure 

create any obligation with respect to, or otherwise limit the rights of the Initial 

Member in connection with, any concurrent or subsequent foreclosure (or sale) of 

the Private Owner's LLC Interest pursuant to Section 3.13 and/or exercise of 

relevant rights under the Uniform Commercial Code or otherwise, and the Private 

Owner acknowledges and agrees that any foreclosure and sale pursuant to Section 

3.13 and relevant rights under the Uniform Commercial Code or otherwise may 

result in a sale price for the LLC Interest that is significantly lower than a BuyOut Purchase Price potentially (or having actually been) determined pursuant to 

this Section 3.14. 

(v) All out-of-pocket costs and expenses incurred by the Initial 

Member in connection with the exercise of its rights under this Section 3.14 and 

the sale of the LLC Interest of the Private Owner (including fees of any 

investment banking firm retained in connection with the Dispute Resolution 

Procedure and legal fees and expenses incurred in connection with obtaining any 

necessary consents, approvals or waivers (including expiration or termination of a 

specified waiting period) of Governmental Authorities) shall be borne by the 

Private Owner and may be deducted from the purchase price otherwise payable by 

the Initial Member (or its designee(s)) for the Private Owner's LLC Interest. 

(c) The failure of the Initial Member to exercise its rights under this Section 

3.14 in connection with any Event of Default shall in no way affect or limit the exercise of such 

rights in connection with any other Event of Default by the Private Owner. 

(d) At any time prior to the Buy-Out Closing, the Initial Member may elect 

not to proceed with the Buy-Out Closing (without any liability or further obligation with respect 

thereto), and the Private Owner shall remain responsible for amounts owed under Section 

3.14(b)(v) notwithstanding any such election by the Initial Member. 

(e) Any distributions payable by the Company to the Private Owner after the 

Buy-Out Valuation Date shall, at the option of the Initial Member, be paid to and held by the 

Initial Member (or, if permitted by the Paying Agent, held by the Paying Agent in the 

Distribution Account) and, at the Buy-Out Closing or a reasonable time thereafter, be released by 

to the Private Owner less, without duplication, any amounts owed by the Private Owner pursuant 

to this Agreement (including costs and expenses pursuant to Section 3.14(b)(v)). For the 

avoidance of doubt, neither the Initial Member nor the Paying Agent shall have any obligation to 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 2402 I 

Guffy v.7 
segregate, or pay interest or other income in respect of, any sums held pursuant to this Section 

3.14(e). 

3.15 No ERISA Plan Assets. The Manager shall use its reasonable best efforts 

to ensure that the Company's assets are not deemed to be "plan assets" within the meaning of 

Section 3(42) of ERISA and the Plan Asset Regulation. 

ARTICLE IV 


Membership Interests; Rights and Duties of, and Restrictions on, Members 


4.1 General. The membership of the Company shall consist of the Members 

listed from time to time in the Annex I (the Member Schedule), and such substituted Members as 

may be admitted to the Company pursuant to Article VIII. The Manager shall cause Annex I 

(the Member Schedule) to be amended from time to time to reflect the admission of any 

additional Members, Capital Contributions of the Members, the issuance of additional limited 

liability company interests, transfers of LLC Interests, repurchases, redemptions or cancellations 

of LLC Interests, the cessation or withdrawal of a Member for any reason or the receipt by the 

Company of notice of any change of name or address of a Member. 

4.2 LLC Interests. 

(a) Creation and Issuance. The Company is only authorized to issue the LLC 

Interests that exist as of the date hereof, and the Company may not hereafter create or issue any 

limited liability company interest; provided, that nothing in this sentence restricts the Disposition 

of any outstanding LLC Interest by any Member (which matter is governed by Article VIII). 

The Company's LLC Interests shall be uncertificated. The LLC Interests shall have the relative 

rights, powers, duties and obligations specified in this Section 4.2. As of the Closing Date, LLC 

Interests are owned by the Initial Member and the Private Owner as set forth in the Annex I 

(Member Schedule). Other than as set forth in this Agreement, each LLC Interest shall be 

identical in all respects to each other outstanding LLC Interest. 

(b) Distributions. Subject to Sections 6.6, distributions to the holders of LLC 

Interests shall be made as provided in Section 6.6(b) and Section 9.2. 

(c) No Retirement Fund or Conversion. The LLC Interests shall not be 

subject to the operation of a retirement or sinking fund to be applied to the purchase or 

redemption thereof for retirement and shall not be convertible into any other class of limited 

liability company interests. 

(d) Voting Rights. Except to the extent otherwise required by the Act or 

expressly provided in this Agreement, the holders ofLLC Interests shall be entitled to vote on all 

matters upon which Members have the right to vote as set forth in this Agreement or provided in 

the Act. Except as expressly set forth elsewhere in this Agreement (including Section 3.1 and 

Section 3.4), the voting rights of each holder of LLC Interests shall be based on such holder's 

Percentage Interest. 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
4.3 Filings; Duty of Members to Cooperate. The Manager shall promptly 

cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private 

Owner will, as requested by the Manager from time to time but at the sole expense of the 

Manager, execute and deliver, (a) all certificates, documents and other instruments that the 

Manager deems necessary or appropriate to form, qualify or continue the existence or 

qualification of the Company as a limited liability company in the State of Delaware or as a 

foreign limited liability company in all other jurisdictions in which the Company may, or may 

desire to, conduct business or own Company Property, (b) any amendment to the Certificate or 

any instrument described in clause (a) required because of, or in order to effectuate, an 

amendment to this Agreement, or any change in the membership of the Company, in accordance 

with the terms hereof, (c) all certificates, documents and other instruments (including 

conveyances and a certificate of cancellation) that the Manager deems necessary or appropriate 

to reflect the dissolution and liquidation of the Company pursuant to the terms of this 

Agreement, and (d) such other certificates, documents and other instruments as are required by 

Law or by any Governmental Authority to be executed by them in connection with the Business 

as conducted or proposed to be conducted by the Company from time to time. As soon as 

reasonably practical after the date hereof, the Manager shall cause the Company to apply for, and 

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

licenses as are required to conduct the Business, including qualifications to conduct business in 

jurisdictions other than Delaware and licenses to purchase, own or manage the Mortgage Loans, 

if the failure to so obtain such licenses would reasonably be expected to result in the imposition 

of fines, penalties or other liabilities on the Company, claims and defenses being asserted against 

the Company (including counterclaims and defenses asserted by Borrowers under the Mortgage 

Loans), or materially adversely affect the Company or the Company's ability to foreclose on the 

Underlying Collateral securing or otherwise realize the full value of any Mortgage Loan or 

Acquired Property. Within one year of the date hereof, the Manager shall cause the Company to 

apply for, and thereafter use its reasonably best efforts to obtain, its qualification with HUD as a 

FHA-approved lender/mortgagee under the FHA Title I and Title II programs. 

4.4 Certain Restrictions and Requirements. 

(a) No Member may use or possess Company Property other than for a 

Company purpose, except as provided under license or other contractual arrangements. No 

Member shall have authority to bind, or otherwise to act on behalf of, the Company except 

pursuant to authority expressly granted herein or pursuant to authority granted by the Manager in 

accordance with the terms hereof. 

(b) From and after the Closing Date, no Person may or shall be admitted as a 

member ofthe Company except pursuant to and in accordance with Article VIII hereof. 

(c) Each Member, other than the Initial Member, shall at all times meet the 

qualifications of a Qualified Transferee. 

4.5 Liability of the Initial Member. Neither the Initial Member nor any of its 

Affiliates, nor any officer, director, stockholder, member, manager, employee, agent or assign of 

the Initial Member or any of its Affiliates (all of the foregoing, collectively, the "Related 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Persons"), shall be liable, responsible or accountable, whether directly or indirectly, in contract 

or tort or otherwise, to the Company, any other Person in which the Company has a direct or 

indirect interest or any Member (or any Affiliate of any of the foregoing) for any Damages 

asserted against, suffered or incurred by the Company, any Person in which the Company has a 

direct or indirect interest or any Member (or any Affiliate of any ofthe foregoing) arising out of, 

relating to or in connection with any act or failure to act pursuant to this Agreement or otherwise 

with respect to: 

(a) the management or conduct of the business and affairs of the Company or 

any Person in which the Company has a direct or indirect interest or any of their respective 

Affiliates (including, without limitation, actions taken or not taken by any Related Person as an 

officer or director of any Person in which the Company has a direct or indirect interest or any 

Affiliates of such Person); 

(b) the offer and sale of limited liability company interests in the Company 

(including the LLC Interests) or the issuance ofthe Purchase Money Notes; and 

(c) the management or conduct of the business and affairs of any Related 

Person insofar as such business or affairs relate to the Company or any Person in which the 

Company has a direct or indirect interest or to any Member in its capacity as such, including, all: 

(i) activities in the conduct of the Business, and 

(ii) activities in the conduct of other business engaged in by any 

Related Person which might involve a conflict of interest vis-a-vis the Company 

or any Person in which the Company has a direct or indirect interest or any 

Member (or any of their respective Affiliates) or in which any Related Person 

realizes a profit or has an interest; 

except, in each case, Damages resulting from acts or omissions of such Related Person, which 

were taken or omitted which constituted fraud, gross negligence, willful misconduct, or an 

intentional material breach ofthis Agreement or any Ancillary Document. 

4.6 Indemnification. 

(a) The Private Owner shall indemnity, defend and hold harmless the Initial 

Member and the Initial Member's Affiliates, and their respective officers, directors, 

stockholders, members, managers, employees, partners, principals, agents, assigns and 

contractors (all of the foregoing, collectively, the "Indemnified Parties"), from and against any 

losses, Damages, liabilities, costs and expenses (including reasonable attorney's fees and 

litigation and similar costs, and other out-of-pocket expenses incurred in investigating, 

defending, asserting or preparing the defense or assertion of any of the foregoing), deficiencies, 

claims, interest, awards, judgments, penalties and fines (collectively, "Losses"), arising out of or 

resulting from (i) any breach after the Closing Date by (x) the Company (during any period when 

the Private Owner is the Manager, the Private Owner (in any capacity, including as Manager) or 

any of their respective Affiliates or (y) any of the respective officers, directors, employees, 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
partners, principals, agents or contractors of any Person described in sub-clause (x), of the 

obligations of the Company or the Private Owner (in any capacity, including as the Manager) 

under, or any other covenants, agreements or other terms and conditions contained in, this 

Agreement or any Ancillary Document (including Losses relating to (I) the Company's 

obligations with respect to litigation referred to in Section 4.5 of the Contribution Agreement to 

the extent provided therein, (2) the Company's obligations under Sections 3.1 and 3.2 of the 

Contribution Agreement (including all costs and expenses of the Initial Member in completing 

any applicable transfers pursuant to exercise of rights under such section), and (3) any claim 

asserted by the Initial Member against the Company or the Private Owner (in any capacity, 

including as the Manager) to enforce its rights hereunder or by any third party), or any thirdparty allegation or claim based upon facts alleged that, if true, would constitute such a breach; 

(ii) any gross negligence, bad faith or willful misconduct (including any act or omission 

constituting theft, embezzlement, breach of trust or violation of any Law) on the part of any 

Person described in sub-clause (i)(x) or (i)(y); or (iii) any Losses with respect to which the Initial 

Member was released, or with respect to which the Company should have obtained a release 

from the applicable Borrowers or other Obligors, in accordance with Section 4.17(b) of the 

Contribution Agreement. Such indemnity shall survive the termination of this Agreement. In 

order for an Indemnified Party to be entitled to any indemnification provided for under this 

Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any 

Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party shall 

deliver notice thereof to the Private Owner promptly after receipt by such Indemnified Party of 

written notice of the Third Party Claim, describing in reasonable detail the facts giving rise to 

any claim for indemnification hereunder, the amount of such claim (if known) and such other 

information with respect thereto as is available to the Indemnified Party and as the Private 

Owner may reasonably request. The failure or delay to provide such notice, however, shall not 

release the Private Owner from any of its obligations under this Section 4.6 except to the extent 

that it is materially prejudiced by such failure or delay. The Private Owner acknowledges and 

agrees that it shall have no recourse against the Company for any amounts the Private Owner is 

required to pay pursuant to this Section 4.6. For the purposes of this Section 4.6, the term 

"Initial Member" shall be deemed to include any Person at any time constituting the "Initial 

Member" hereunder (other than for purposes of this Section 4.6) and (without limitation of the 

foregoing) any Person at any time holding all or any portion of the LLC Interest initially held by 

the Initial Member immediately after the Closing, in each case even if such Person has since 

ceased to be a member of the Company or to hold any limited liability company interest in the 

Company. 

(b) If for any reason the indemnification provided for herein is unavailable or 

insufficient to hold harmless the Indemnified Parties, the Private Owner 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 Private Owner (in any capacity, including as the Manager) (including 

any Servicer or Subservicer), on the other hand, in connection with the matters that are the 

subject of such Losses. 

(c) If the Private Owner confirms in writing to the Indemnified Party within 

fifteen (15) days after receipt of a Third Party Claim the Private Owner's responsibility to 

FDIC SFR 2010·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
indemnifY and hold harmless the Indemnified Party therefor, the Private Owner may elect to 

assume control over the compromise or defense of such Third Party Claim at the Private 

Owner's own expense and by the Private Owner's own counsel, which counsel must be 

reasonably satisfactory to the Indemnified Party; provided, that (i) the Indemnified Party may, if 

such Indemnified Party so desires, employ counsel at such Indemnified Party's own expense to 

assist in the handling (but not control the defense) of any Third Party Claim; (ii) the Private 

Owner shall keep the Indemnified Party advised of all material events with respect to any Third 

Party Claim; (iii) the Private Owner shall obtain the prior written approval of the Indemnified 

Party before ceasing to defend against any Third Party Claim or entering into any settlement, 

adjustment or compromise of such Third Party Claim involving injunctive or similar equitable 

relief being imposed upon the Indemnified Party or any of its Affiliates; and (iv) the Private 

Owner will not, without the prior written consent of the Indemnified Party, settle or compromise 

or consent to the entry of any judgment in any pending or threatened action in respect of which 

indemnification may be sought hereunder (whether or not any such Indemnified Party is a party 

to such action), unless such settlement, compromise or consent by its terms obligates the Private 

Owner to satisfY the full amount of the liability in connection with such Third Party Claim and 

includes an unconditional release of such Indemnified Party from all liability arising out of such 

Third Party Claim. 

(d) Notwithstanding anything contained herein to the contrary, the Private 

Owner 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 Private Owner 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 Private Owner (in any capacity, including as the Manager) or any 

Affiliate of the Private Owner, on one hand, and the Indemnified Party, on the other hand, are 

named as parties and either the Private Owner (or such Affiliate) or the Indemnified Party 

determines with advice of counsel that there may be one or more legal defenses available to it 

that are different from or additional to those available to the other party or that a conflict of 

interest between such parties may exist in respect of such action; and (iii) any matter that raises 

or implicates any issue relating to any power, right or obligation of the FDIC under any Law. If 

the Private Owner elects not to assume the compromise or defense against the asserted liability, 

fails to timely and properly notifY the Indemnified Party of its election as herein provided, or, at 

any time after assuming such defense, fails to diligently defend against such Third Party Claim in 

good faith, the Indemnified Party may pay, compromise or defend against such asserted liability 

(but the Private Owner shall nevertheless be required to pay all Losses incurred by the 

Indemnified Party in connection with such defense, settlement or compromise). In connection 

with any defense of a Third Party Claim (whether by the Private Owner or the Indemnified 

Party), all of the parties hereto shall, and shall cause their respective Affiliates to, cooperate in 

the defense or prosecution thereof and to in good faith retain and furnish such records, 

information and testimony, and attend such conferences, discovery proceedings, hearings, trials 

and appeals, as may be reasonably requested by a party hereto in connection therewith. 

(e) In the event the Company is reimbursed for or uses the Liquidity Account 

or Excess Liquidity Advances to pay costs or expenses of the type referred to in clause (v) or (vi) 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 


Guffy v.7 

of the definition of Servicing Expenses and it is subsequently determined that the Company was 

not entitled to reimbursement for (or to use the Liquidity Account or Excess Liquidity Advances 

to pay) all or any portion of such costs and expenses because the Company did not satisfY the 

requirements of Section 4.6(c) or clause (v) of the definition of Servicing Expenses (such costs 

and expenses, the "Unreimbursable Expenses"), the Manager shall, in addition to any other 

Losses for which the Manager may be liable with respect to the claim to which such costs and 

expenses relate, reimburse the cost of such Unreimbursable Expenses to each Member based on 

such Member's Percentage Interest as set forth below, except to the extent such Unreimbursable 

Expenses were funded through Excess Liquidity Advances that remain outstanding (in which 

case the portion of any such outstanding Excess Liquidity Advance that was so used for 

Unreimbursable Expenses shall itself become unreimbursable and be deemed forgiven with no 

further right of the Manager to collect or receive the same). Any such reimbursement by the 

Manager pursuant to the foregoing shall be as follows: within ten (10) Business Days after 

written demand therefor from either Member, the Manager shall pay each Member by wire 

transfer of immediately available funds to an account specified by each Member an amount equal 

to such Member's Percentage Interest (as of the later of (x) the date of such demand or (y) the 

date of such payment) multiplied by the amount of all such Unreimbursable Expenses. 

(t) The Company shall indemnifY, defend and hold harmless each Member 

and each Member's respective officers, directors, employees and members (all of the foregoing 

collectively, the "Covered Persons") for any Losses incurred by such Covered Person by reason 

of a Third Party Claim relating to any act or omission by or of such Covered Person in 

connection with the exercise or performance of the rights, powers, responsibilities and 

obligations of such Covered Person (or, if such Covered Person is other than a Member, of the 

Member in respect of which such Covered Person so constitutes a Covered Person) regarding the 

Company except for (i) any Third Party Claim or Loss resulting from fraud, gross negligence, 

willful misconduct or an intentional breach of this Agreement or any Ancillary Document by 

such Covered Person (or if such Covered Person is other than a Member, by the Member in 

respect of which such Covered Person so constitutes a Covered Person), and (ii) in the case of 

the Private Owner (in any capacity, including as the Manager}, (x) any claim or demand by any 

Servicer or Subservicer (or, for the avoidance of doubt, any Loss arising out of or related to such 

claim or demand) and (y) any Third Party Claim or Loss that is in whole or in part covered by or 

subject to an indemnification obligation of the Private Owner (in any capacity, including as the 

Manager) under any provision of this Agreement or any Ancillary Document, including the 

foregoing provisions of Section 4.6(a). 

(g) Tax Liability of Ownership Entitv. Notwithstanding anything to the 

contrary contained herein, if any Ownership Entity is not a pass-through entity with no entitylevel income tax obligations, distributions to the Initial Member pursuant to Section 6.6 

(including for the purposes of Section 9.2(c)} shall be allocated before accrual or payment of any 

income tax payable by such Ownership Entity, and the Private Owner (or its successors or 

assigns) shall indemnifY and hold harmless the Initial Member from and against any liability for 

any income taxes payable by the Ownership Entity. 

(h) Offsets. Without limiting any other rights of the Initial Member 

hereunder, in the event the Initial Member exercises any rights or remedies as a result of or in 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
connection with a breach hereunder or the occurrence of an Event of Default (including relating 

to a breach of Section 4.6), all costs and expenses (including reasonable attorney's fees and 

litigation and similar costs, and other out-of-pocket expenses incurred in investigating, 

defending, asserting or preparing the defense or assertion of any claim) incurred by the Initial 

Member with respect thereto may be offset by the Initial Member against any payment or 

distribution otherwise payable to the Private Owner (including the Management Fee), whether in 

its capacity as a Member or as the Manager (in each case except to the extent such breach or 

Event of Default is attributable exclusively to a Manager having been appointed by the Initial 

Member following removal of the Private Owner in such capacity, or to any applicable Servicer 

(and its Subservicers) having been engaged by the Initial Member, the Company or the 

applicable replacement Manager following such removal of the Private Owner as Manager, in 

each case that is not an Affiliate of the Private Owner). 

ARTICLEV 


Capital Contributions; Liquidity Account; Special Reserve Account; Excess Liquidity 


Advance 


5.1 Capital Contributions. 

(a) Members' Contribution. Pursuant to the Contribution Agreement, the 

Initial Member made a Capital Contribution to the Company in an amount equal to the Initial 

Member Capital Contribution. In connection with the Transferred LLC Interest Sale Agreement, 

Private Owner acquired from the Initial Member the Transferred LLC Interest representing a 

fifty percent (50)% equity interest in the Company in exchange for the Transferred LLC Interest 

Sale Price. After giving effect to the foregoing transactions, the respective Capital Accounts of 

the Initial Member and the Private Owner as of the Closing Date are as set forth in the Annex I 

(the Member Schedule). 

(b) From and after the Closing Date, the Members shall have no obligation to 

make any additional Capital Contributions to the Company. 

5.2 Liquiditv Account. The Manager shall cause the Company to fund the 

Liquidity Account in accordance with the provisions of Section 12.11 hereof. 

5.3 Special Reserve Account. 

(a) Establishment of the Special Reserve Account. On the Closing Date, the 

Manager shall cause the Company to establish the Special Reserve Account with the Paying 

Agent for the exclusive purpose of holding the Required Special Reserve Amount. The Special 

Reserve Account (and all funds and financial assets therein) shall be held for the benefit of the 

Initial Member until the earlier of (i) the occurrence of an Event of Default or (ii) the date on 

which the outstanding principal balance of the Class A Note has been reduced to zero, after 

which all funds remaining in the Special Reserve Account shall be released to the Initial Member 

in accordance with instructions given by the Initial Member under the Special Reserve Account 

Control Agreement and applied in the sole discretion ofthe Initial Member 

FDIC SFR 20 I0-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 


Guffy v.7 

(b) Funding the Special Reserve Account. The Initial Member shall deposit 

on the Closing Date the Special Reserve Amount into the Special Reserve Account, which shall 

be subject to the Special Reserve Account Control Agreement. 

(c) Use of the Special Reserve Account. Upon the occurrence of an Event of 

Default, the Initial Member may direct the Company to withdraw funds from the Special Reserve 

Account to pay for any Company expenses in connection with such Event of Default and as 

otherwise determined in the sole and absolute discretion of the Initial Member. 

(d) Permitted Investments. Funds on deposit in the Special Reserve Account 

shall be invested in Permitted Investments in accordance with the Agreement and the Custodial 

and Paying Agency Agreement; provided, that all such Permitted Investments shall remain in the 

Special Reserve Account, and in no event shall the Private Owner have any right or authority to 

withdraw any funds from such Special Reserve Account. 

5.4 Excess Liguiditv Advances. In the event there are insufficient funds in the 

Collection Account and also insufficient funds in the Liquidity Account to pay any Operating 

Expenses, then the Manager shall, except as otherwise provided in Section 12.6, make an 

advance to the Company (an "Excess Liquidity Advance") to be used by the Company for 

payment of such permitted (or required, as applicable) Operating Expenses. No Excess Liquidity 

Advance shall accrue any interest thereon. Excess Liquidity Advances shall not bear interest and 

shall be repaid in accordance with Section 3 .I of the Custodial and Paying Agency Agreement. 

Excess Liquidity Advances shall be deposited into the Collection Account for disbursement 

therefrom for the payment of permitted Operating Expenses for which such Excess Liquidity 

Advance is being made. Furthermore, to the extent multiple Operating Expenses (payment of 

which is permitted to be made using such Excess Liquidity Advance) are outstanding, any 

funding or use by the Manager of Excess Liquidity Advances for payment of all or any of the 

same shall follow the relevant priorities as set forth in the Priority of Payments and in Section 3.1 

of the Custodial and Paying Agency Agreement, as applicable. All Excess Liquidity Advances, 

together with a detailed statement of the sources and uses thereof (which shall be broken out by 

the reimbursable and unreimbursable portions thereof), shall be reflected in the Monthly Report 

with respect to the calendar month during which the relevant Excess Liquidity Advance was 

made. The Manager may not assign, sell, transfer, participate, pledge, or hypothecate, in whole 

or in part, its interest in any Excess Liquidity Advances without the prior written consent of the 

Initial Member and, for so long as any Purchase Money Notes remain outstanding, the Purchase 

Money Notes Guarantor. 

5.5 Interest Reserve Account. 

(a) Establishment of the Interest Reserve Account. On the Closing Date, the 

Manager shall cause the Company to establish the Interest Reserve Account with the Paying 

Agent for the exclusive purpose of holding the Interest Reserve Target amount. The Interest 

Reserve Account (and all funds and financial assets therein) shall be held until the earliest to 

occur of (i) the date on which the Principal Amount of the Class A Notes has been reduced to 

zero (ii) the date on which the FDIC assigns its role as Purchase Money Notes Guarantor under 

the Purchase Money Notes Guaranty, in accordance with the terms thereof, or (iii) the date of the 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 


Guffy v.7 

Final Distribution, at which time all remaining funds held in the Interest Reserve Account will be 

allocated and distributed first, to the Purchase Money Notes Guarantor for any unreimbursed 

Guaranty Payments and second, to the Initial Member to be applied in its sole discretion. 

(b) Funding the Interest Reserve Account. The Initial Member shall deposit 

on the Closing Date the amount of the Interest Reserve Target into the Interest Reserve Account. 

(c) Use of the Interest Reserve Account. The Interest Reserve Account shall 

be used for the purpose of making interest payments on the Purchase Money Notes to the extent 

there are insufficient funds in the Distribution Account to make such payments on any 

Distribution Date, to make Parity Payments to the Class A Noteholders and as otherwise set forth 

in the Custodial Paying Agency Agreement. 

(d) Permitted Investments. Funds on deposit in the Interest Reserve Account 

shall be invested in Permitted Investments in accordance with this Agreement and the Custodial 

and Paying Agency Agreement; provided, that all such Permitted Investments shall remain in the 

Interest Reserve Account, and in no event shall the Private Owner have any right or authority to 

withdraw any funds from such Interest Reserve Account. 

ARTICLE VI 


Capital Accounts; Allocations; Priority ofPaymeuts; Distributions 


6.1 Capital Accounts. A Capital Account shall be established and maintained 

for each Member to which shall be credited the Capital Contributions made by such Member and 

such Member's allocable share of Net Income (and items thereof) and from which shall be 

deducted distributions to such Member of cash or other Property and such Member's allocable 

share ofNet Loss (and items thereof). As to the Private Owner, the initial Capital Account shall 

correspond to that portion of the Capital Account of the Initial Member that is attributable to the 

Transferred LLC Interest (as defined in the Transferred LLC Interest Sale Agreement) acquired 

by the Private Owner pursuant to the Transferred LLC Interest Sale Agreement. A Member's 

Capital Account also shall be adjusted for items specially allocated to such Member under this 

Article VI. The Capital Accounts of the Members generally shall be adjusted and maintained in 

accordance with Treasury Regulations Section 1.704-l(b)(2)(iv); provided, however, that such 

adjustments to, and maintenance of, the Capital Accounts shall not adversely affect the manner 

in which distributions are to be made to the Members under Section 6.6. 

6.2 Allocations to Capital Accounts. Allocation of Net Income and Net Loss 

shall be made as provided in this Article VI. 

(a) Except as otherwise provided in this Agreement, Net Income and Net Loss 

(and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the 

Company shall be allocated among the Members in a manner such that, after giving effect to the 

special allocations set forth in Section 6.2(b), the Capital Account balance of each Member 

immediately after making such allocation is, as nearly as possible, equal to (i) the distributions 

that would be made to such Member pursuant to Section 6.6 if the Company were dissolved, its 

affairs wound up and its assets sold for cash equal to their Book Value, all Company liabilities 

FDIC SFR2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pooll'os. 24020 and 24021 

Guffy v.7 
were satisfied (limited with respect to each nonrecourse liability to the tax bases of the assets 

securing such liability), and the net assets of the Company were distributed in accordance with 

Section 9.2(c) to the Members immediately after making such allocation, minus (ii) such 

Member's share of "partnership minimum gain" and "partner nonrecourse debt minimum gain" 

(as such terms are used in Treasury Regulations Section 1.704-2), computed immediately prior to 

the hypothetical sale of assets. 

(b) Allocations in Special Circumstances. The following special allocations 

shall be made in the following order: 

(i) Minimum Gain Chargeback. Notwithstanding any other provision 

of this Article VI, if there is a net decrease in minimum gain (as it corresponds to 

the definition of "partnership minimum gain" in Treasury Regulations Section 

1.704-2(b)(2) and (d)) during any Fiscal Year, the Members shall be specially 

allocated items of Company income and gain for such Fiscal Year (and, if 

necessary, subsequent Fiscal Years) in an amount equal to the portion of such 

Member's share of the net decrease in minimum gain, determined in accordance 

with Treasury Regulations Section 1.704-2(£) and (g). This Section 6.2(b)(i) is 

intended to comply with the "minimum gain chargeback" requirement in such 

section of the Treasury Regulations and shall be interpreted consistently 

therewith. 

(ii) Member Minimum Gain Chargeback. Notwithstanding any other 

provision of this Article VI other than 6.2(b)(i), if there is a net decrease in 

minimum gain attributable to a Member nonrecourse debt (as it corresponds to the 

definition of "partnership nonrecourse debt minimum gain" in Treasury 

Regulations Section 1.704-2(i)) during any Fiscal Year, each Member shall be 

specially allocated items of Company income and gain for such Fiscal Year (and, 

if necessary, subsequent Fiscal Years) in an amount equal to the portion of such 

Member's share of the net decrease in such minimum gain attributable to such 

Member's nonrecourse debt, determined in accordance with Treasury Regulations 

Section 1.704-2(i). This Section 6.2(b)(ii) is intended to comply with the "partner 

minimum gain chargeback" requirement in such section of the Treasury 

Regulations and shall be interpreted consistently therewith. 

(iii) Qualified Income Offset. In the event any Member, for any reason, 

whether expected or not, has an Adjusted Capital Account Deficit, items of 

Company income and gain shall be specially allocated to each such Member in an 

amount and manner sufficient to eliminate, to the extent required by the Treasury 

Regulations, such Adjusted Capital Account Deficit as quickly as possible; 

provided, that an allocation pursuant to this Section 6.2(b)(iii) shall be made only 

if and to the extent that such Member would have such Adjusted Capital Account 

Deficit after all other allocations provided for in Section 6.2 have been tentatively 

made as if this Section 6.2(b)(iii) were not in this Agreement. This Section 

6.2(b)(iiil is intended to comply with the "qualified income offset" provisions in 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy 'V.7 
Treasury Regulations Section 1.704-l(b)(2)(ii)(d) and shall be interpreted 

consistently therewith. 

(iv) Nonrecourse Deductions. Any nonrecourse deductions attributable 

to a Member nonrecourse debt (as described in Treasury Regulations Section 

1.704-2(i)) shall be allocated to the Member who bears the economic risk of loss 

with respect to such nonrecourse debt. Otherwise, nonrecourse deductions shall 

be allocable in accordance with the Members' respective Percentage Interests. 

(v) Loss Allocation Limitation. No allocation ofNet Loss (or any item 

thereof) shall be made to any Member to the extent that such allocation would 

create or increase a Member's Adjusted Capital Account Deficit. If, in the 

allocation of Net Loss (or any item thereof), less than all Members would have an 

Adjusted Capital Account Deficit as a result of such allocation, then any Net Loss 

(or item thereof) not allocable to any such Member(s) as a result of such 

limitation shall be allocated (subject to such limitation) to the other Member so as 

to allocate the maximum permissible Net Loss to each Member under Treasury 

Regulation Section 1.704-1 (b)(2)(ii)(d). 

(vi) Curative Allocations. The allocation provisions of this Section 

6.2(b) are intended to comply with certain requirements of the Treasury 

Regulations. Notwithstanding any other provisions of this Article VI, any 

allocation effected pursuant to this Section 6.2(b) shall be taken into account in 

allocating Net Income and Net Loss among the Members such that the cumulative 

effect of all such allocations achieves the fundamental purpose of Section 6.2(a), 

so that the Capital Account balances correspond to the amounts distributable to 

the Members. 

(c) Transfer of or Change in LLC Interests. The Tax Matters Member is 

authorized to adopt any convention or combination of conventions likely to be upheld for federal 

income tax purposes regarding the allocation of items of Company income, gain, loss, deduction 

and expense with respect to a transferred LLC Interest. A transferee of an LLC Interest in the 

Company shall succeed to the Capital Account of the transferor Member to the extent it relates to 

the transferred LLC Interest. 

6.3 Tax Allocations. 

(a) General Rules. Except as otherwise provided in Section 6.3(b). for each 

Fiscal Year, items of Company income, gain, loss, deduction and expense shall be allocated, for 

federal, state and local income tax purposes among the Members in the same manner as the Net 

Income (and items thereof) or Net Loss (and items thereof) of which such items are components 

were allocated pursuant to Section 6.2. 

(b) Section 704(c) of the Code. Income, gains, losses and deductions with 

respect to any property (other than cash) contributed or deemed contributed to the capital of the 

Company shall, solely for income tax purposes, be allocated among the Members so as to take 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
account of any variation between the adjusted basis of such property to the Company for federal 

income tax purposes and its Fair Market Value at the time of the contribution or deemed 

contribution in accordance with Section 704(c) of the Code and the Treasury Regulations 

promulgated thereunder. Such allocations shall be made in such manner and utilizing such 

permissible tax elections as determined in good faith by the Tax Matters Member, following 

consultation with the Initial Member. In the event of a revaluation of Property pursuant to the 

definition of Book Value, subsequent allocations of income, gains, losses or deductions with 

respect to such Property shall take account of any variation between the Book Value and Fair 

Market Value of such Property, as so determined from time to time, in accordance with Section 

704(c) of the Code and the Treasury Regulations promulgated thereunder. Such allocations shall 

be made in such manner and utilizing such permissible tax elections as determined in good faith ' 

by the Tax Matters Member, following consultation with the Initial Member. For the avoidance 

of doubt, any losses recognized by the Company that are attributable to property acquired by the 

Company pursuant to the Contribution Agreement and that are deferred pursuant to Section 

707(b)(l) or Section 267(a) of the Code shall, solely for income tax purposes, be allocated to the 

Initial Member. 

(c) Capital Accounts Not Affected. Allocations pursuant to this Section 6.3 

are solely for federal, state and local tax purposes and shall not affect, or in any way be taken 

into account in computing, any Member's Capital Account or allocable share of Net Income (or 

items thereof) or Net Loss (or items thereof). 

(d) Tax Allocations Binding. The Members acknowledge that they are aware 

of the tax consequences of the allocations made by this Section 6.3 and hereby agree to be bound 

by the provisions of this Section 6.3 in reporting their respective shares of items of Company 

income, gain, loss, deduction and expense. 

6.4 Determinations by Tax Matters Member. All matters concerning the 

computation of Capital Accounts, the allocation of items of Company income, gain, loss, 

deduction and expense and the adoption of any accounting procedures not expressly provided for 

by the terms of this Agreement shall be determined by the Tax Matters Member in good faith, 

following consultation with the Initial Member. Following such consultation, such 

determinations shall be final and conclusive as to all the Members. Without in any way limiting 

the scope of the foregoing, if and to the extent that, for income tax purposes, any contribution to 

or distribution by the Company or any payment by any Member or by the Company is 

recharacterized, the Tax Matters Member may, in good faith following consultation with the 

Initial Member, specially allocate items of Company income, gain, loss, deduction or expense 

and/or make correlative adjustments to the Capital Accounts of the Members in a manner so that 

the net amount of income, gain, loss, deduction and expense realized by each relevant party 

(after taking into account such special allocations) and the net Capital Account balances of the 

Members (after taking into account such special allocations and adjustments) shall, as nearly as 

possible, achieve the fundamental purpose of Section 6.2(a), such that the Capital Account 

balances correspond to the amounts distributable to the Members, as if such recharacterization 

had not occurred. 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 2402! 

Guffy v.7 
6.5 Priority of Payments. Each calendar month the amounts deposited in the 

Distribution Account under the Custodial and Paying Agency Agreement shall be distributed by 

the Paying Agent in the order ofthe Priority ofPayments. 

6.6 Distributions. 

(a) No Right to Withdraw. No Member shall have the right to withdraw 

capital or demand or receive distributions or other returns of any amount in its Capital Account, 

except as expressly provided in this Agreement. 

(b) Ordinary Distributions. 

(i) Timing. Amounts available for distribution to the Members with 

respect to their respective LLC Interests, if any, shall be distributed to the 

Members on a monthly basis by the Paying Agent out of the Distribution Account 

in the manner set forth in the Custodial and Paying Agency Agreement. 

(ii) [Reserved]: 

(iii) IRR Incentive Threshold Event. The "IRR Incentive Threshold 

Event" shall occur as of a Distribution Date if (A) the aggregate distributions 

made to the Private Owner pursuant to the Priority of Payments as of such 

Distribution Date (the "IRR Incentive Cash Distribntions") is equal to or 

greater than the product of two (2) and the IRR Incentive Threshold Base 

Amount, and (B) the IRR Incentive Threshold as of such Distribution Date is 

equal to zero. 

(iv) IRR Incentive Threshold. The "IRR Incentive Threshold" shall 

be determined as follows: 

(A) as of the Closing Date, the IRR Incentive Threshold shall 

be equal to the sum of the Transferred LLC Interest Sale Price and the 

amount deposited into the Liquidity Account by the Private Owner (the 

"IRR Incentive Threshold Base Amount"); and 

(B) as of any Distribution Date, the IRR Incentive Threshold 

shall be an amount equal to (I) the sum of(i) the IRR Incentive Threshold 

as of the preceding Distribution Date (or, in the case of the first 

Distribution Date, the Closing Date), and (ii) the IRR Incentive Threshold 

Increase Amount, minus (2) the IRR Incentive Cash Distributions as of 

such Distribution Date; provided, that, if, as of any Distribution Date, the 

amount referred to in clause (B)(2) of Section 6.6(b)(iv) is greater than the 

amount referred to in clause (B)(l) of Section 6.6(b)(iv), then the IRR 

Incentive Threshold shall be deemed to be zero for such Distribution Date 

and all subsequent Distribution Dates. For avoidance of all doubt, the IRR 

Incentive Threshold can never be less than zero. 

FDIC SFR 2010·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(c) Restrictions on Distributions. The foregoing provisions of this Article VI 

to the contrary notwithstanding, no distribution shall be made if such distribution would violate 

any contract or agreement to which the Company is then a party or any Law or directive of any 

Governmental Authority then applicable to the Company. 

(d) Withholding. Notwithstanding any other provision of this Agreement, the 

Manager is authorized to take any action that it determines to be necessary or appropriate to 

cause the Company to comply with any foreign or United States federal, state or local 

withholding requirement with respect to any allocation, payment or distribution by the Company 

to any Member or other Person. All amounts so withheld shall be treated as distributions to the 

applicable Members under the applicable provisions of this Agreement. If any such withholding 

requirement with respect to any Member exceeds the amount distributable to such Member under 

the applicable provisions of this Agreement, or if any such withholding requirement was not 

satisfied with respect to any amount previously allocated or distributed to such Member, such 

Member and any successor or assignee with respect to such Member's LLC Interest hereby 

agrees to indemnifY and hold harmless the Manager and the Company for such excess amount or 

such withholding requirement, as the case may be. 

(e) Record Holders. Any distribution of Property, whether pursuant to this 

Article VI or otherwise, shall be made only to Persons that, according to the books and records 

of the Company, were the holders of record of LLC Interests on the date determined by the 

Manager as of which the Members are entitled to any such distribution. 

(f) Final Distribution. The Final Distribution following the dissolution of the 

Company shall be made in accordance with the provisions of Section 9.2. 

ARTICLE VII 


Accounting, Reporting and Taxation 


7.1 Fiscal Year. The books and records of the Company shall be kept on an 

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

December 31 (the "Fiscal Year"). 

7.2 Maintenance of Books and Records. 

(a) Maintenance of Books and Records. At all times during the continuance 

of the Company, the Manager shall cause to be kept and maintained (including by the Servicer 

and any Ownership Entity and including records transferred by the Receiver to the Company in 

connection with its conveyance of the Mortgage Loans to the Company under the Contribution 

Agreement), at all times, at the Company's chief executive office referred to in Section 2.4, a 

complete and accurate set of files, books and records regarding the Mortgage Loans and the 

Underlying Collateral, and the Company's and the relevant secured parties' interests in the 

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

Account, the Escrow Accounts, the Liquidity Account, the Interest Reserve Account, the Special 

Reserve Account and the disbursement of all Mortgage Loan Proceeds. This obligation to 

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

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Company's custody, possession or control pertaining to the Mortgage Loans and the Underlying 

Collateral, including (except as required to be held by the Custodian pursuant to the Custodial 

and Paying Agency Agreement) all original and other documentation pertaining to the Mortgage 

Loans and the Underlying Collateral, all documentation relating to items of income and expense 

pertaining to the Mortgage Loans and the Underlying Collateral, and all of the Manager's (and 

each Servicer's and Subservicer's) internal memoranda pertaining to the Mortgage Loans and the 

Underlying Collateral. The books of account shall be maintained in a manner that provides 

sufficient assurance that: (a) transactions of the Company are executed in accordance with the 

general or specific authorization of the Manager consistent with the provisions of this 

Agreement; and (b) transactions of the Company are recorded in such form and manner as will: 

(i) permit preparation of federal, state and local income and franchise tax returns and information 

returns in accordance with this Agreement and as required by Law; (ii) permit preparation of the 

Company's financial statements in accordance with GAAP and as otherwise set forth herein and 

the provisions of the reports required to be provided hereunder; and (iii) maintain accountability 

for the Company's assets. 

(b) Retention of Books and Records. The Manager shall cause all such books 

and records to be maintained and retained until the date that is the later of ten (I 0) years after the 

Closing Date and three (3) years after the date on which the Final Distribution is made. All such 

books and records shall be available during such period for inspection by the Initial Member, the 

FDIC or any of their respective representatives (including any Governmental Authority) and 

agents at the Company's chief executive office referred to in Section 2.4 at all reasonable times 

during business hours on any Business Day (or, in the case of any such inspection after the term 

hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in 

each instance upon two (2) Business Days' prior notice to the Manager. Upon request by the 

Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of 

which shall be reasonable) of such books and records to such requesting Person or its designee. 

The Manager shall provide the Initial Member and the FDIC with reasonable advance notice of 

the Manager's intention to destroy or dispose of any documents or files relating to the Mortgage 

Loans and, upon the request of the Initial Member or the FDIC, shall allow such requesting 

Person to recover the same (or copies thereof) from the Company, and in the case both the Initial 

Member and the FDIC so request the same, the FDIC shall have the right to recover such 

documents or files, but the Initial Member shall have the right to make copies of such applicable 

documents or files so long as such copies are made while such documents files remain with the 

Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall 

also maintain complete and accurate records reflecting the status of taxes, ground leases or other 

recurring charges that could become a Lien on any Underlying Collateral. Any expense incurred 

by the Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the 

Company in connection with the exercise by the Initial Member or the FDIC of its respective 

rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, 

documents or files shall be borne by such Person so exercising such rights; provided, however, 

that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result 

of or during the continuance of an Event of Default shall in all cases be borne by the Private 

Owner (except to the extent such Event of Default is attributable exclusively to a Manager 

having been appointed by the Initial Member following removal of the Private Owner in such 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 


GuffY v.7 

applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by 

the Initial Member, the Company or the applicable replacement Manager following such removal 

of the Private Owner as Manager, in each case that is not an Affiliate ofthe Private Owner). 

7.3 Financial Statements. 

(a) Annual Financial Statements. As soon as practicable following, but no 

later than ninety (90) days immediately after, the end of each Fiscal Year (commencing with 

respect to the 20 I 0 Fiscal Year), the Manager shall prepare and deliver to the Initial Member an 

audited consolidated balance sheet of the Company and the Ownership Entities as at the end of 

such Fiscal Year, and audited consolidated statements of operations and cash flow of the 

Company and the Ownership Entities for such Fiscal Year, each prepared in accordance with 

GAAP and accompanied by the Accountants' report thereon, which shall be certified in the 

customary manner by the Accountants. 

(b) Ouarterly Financial Information. As soon as practicable following, but no 

later than thirty (30) days immediately after, the end of each quarter of each Fiscal Year (other 

than the last quarter of such Fiscal Year, and commencing with the calendar quarter ending on or 

about September 30, 20 I 0), the Manager shall prepare and deliver to the Initial Member an 

unaudited consolidated balance sheet of the Company and the Ownership Entities as at the end of 

such calendar· quarter, and unaudited consolidated statements of operations and cash flow of the 

Company and the Ownership Entities for such calendar quarter (and, for the first such report, 

also covering the period from the Closing Date through the end of such calendar quarter), each 

prepared in accordance with GAAP. • 

7.4 Additional Reporting and Notice Requirements. 

(a) Manager's Duty to the Initial Member and the Secured Parties; Deliverv 

of Certain Notices. In addition to such other reports and access to books, records and reports as 

are required to be provided under this Agreement, the Manager shall cause to be delivered to the 

Initial Member and the Purchase Money Notes Guarantor such information as is specified in 

Exhibit B (in addition to the Monthly Report) and such other information relating to the 

Mortgage Loans, the Underlying Collateral, the Company, the Servicers and any Subservicers as 

the Initial Member or the Purchase Money Notes Guarantor may reasonably request from time to 

time and, in any case, shall ensure that the Initial Member and the Purchase Money Notes 

Guarantor are promptly advised, in writing, of any matter of which the Manager, any Servicer or 

any Subservicer becomes aware relating to the Mortgage Loans, the Underlying Collateral, the 

Collection Account, the Escrow Accounts, the Liquidity Account, the Special Reserve Account 

or any Borrower or Obligor that materially and adversely affects the interests of the Initial 

Member hereunder or of any secured party under the Reimbursement and Security Agreement. 

Without limiting the generality of the foregoing, the Manager shall cause to be delivered to the 

Initial Member and the Purchase Money Notes Guarantor information indicating any possible 

Environmental Hazards with respect to any Underlying Collateral. To the extent that the Initial 

Member or the Purchase Money Notes Guarantor requests information which is dependent upon 

obtaining such information from a Borrower, Obligor or other third party, the Manager shall 

cause to be made commercially reasonable efforts to obtain such information, but it shall not be a 

FDIC SFR2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 2402 I 

Guffy v.7 
breach by the Manager of this Agreement if the Manager fails to cause such information to be 

provided to the Initial Member or the Purchase Money Notes Guarantor because a Borrower, 

Obligor or other Person has failed to provide such information after such efforts have been made. 

(b) Monthly Reports. On or prior to the day that is five (5) Business Days 

prior to the Distribution Date for each month, commencing on the Distribution Date following 

the calendar month in which the Closing Date occurs, the Company shall deliver or cause the 

Manager to deliver to the Paying Agent , the Initial Member and the Purchase Money Notes 

Guarantor the Monthly Report with respect to the relevant Due Period, which Monthly Report 

shall include the Distribution Date Report specifYing the amounts and recipients of all funds to 

be distributed by the Paying Agent on such Distribution Date; provided, however, that (unless 

the Company and the Initial Member agree otherwise) the Initial Member will prepare and 

deliver to the Paying Agent and the Purchase Money Notes Guarantor the Monthly Report 

(including the Distribution Date Report) on behalf of the Company for all Due Periods ending on 

or before July 31, 2010. Following receipt by the Paying Agent of the Monthly Report 

(including the Distribution Date Report) with respect to a given Due Period, the Paying Agent 

shall prepare and deliver the Custodian and Paying Agent Report with respect to such Due 

Period in accordance with the terms of the Custodial and Paying Agency Agreement. Each 

Monthly Report (including the Distribution Date Report) prepared and delivered by the Manager 

shall be certified by the chief financial officer (or an equivalent officer) of the Manager. Each 

Monthly Report prepared and delivered by the Manager shall also include a certification of the 

Manager that all withdrawals by the Manager from the Collection Account during such Due 

Period were made in accordance with the terms of this Agreement and the Custodial and Paying 

Agency Agreement. 

(c) Annual Compliance Certificates. The Manager shall, and shall cause the 

Servicer and each Subservicer to, deliver to the Initial Member and the Purchase Money Notes 

Guarantor, on or before March 15 of each year, commencing in the year 2011, an officer's 

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

of the Manager, for the avoidance of doubt in any capacity under this Agreement) during the 

preceding calendar year (or other applicable period as set forth below in this Section 7.4(c)) and 

of its performance under this Agreement (or, as applicable, the Servicing Agreement or any 

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

such officer's knowledge and belief, based on such review, such party (in the case of the 

Manager, for the avoidance of doubt, in any capacity under this Agreement) has fulfilled all of its 

obligations under this Agreement (or, as applicable, the Servicing Agreement or Subservicing 

Agreement) in all material respects throughout such year (or other applicable period as set forth 

below in this Section 7.4(c)) or, if there has been a failure to fulfill any such obligation in any 

material respect, specifYing each such failure and the nature and status thereof. The first such 

officer's certificate shall, with respect to any Mortgage Loan, shall cover the period commencing 

on the Closing Date (and with respect to each Mortgage Loan, including relevant information 

with respect thereto for the period commencing on the Servicing Transfer Date for such 

Mortgage Loan) and continuing through the end of the 20 I 0 calendar year. In the event a 

Servicer or any Subservicer was terminated, resigned or otherwise performed in such capacity 

for only part of a year (or other applicable period, as the case may be, with respect to the period 

commencing, with respect to any Mortgage Loan, on the applicable Servicing Transfer Date 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
through the end of the 20 I 0 calendar year), such party shall provide an officer's certificate 

pursuant to this Section 7.4(c) with respect to such portion of the year (or other applicable 

period). 

(d) Annual Compliance Report. On or before March 15 of each year, 

commencing in the year 20 II, the Manager shall cause each Servicer and Subservicer, each at its 

own expense or at the expense ofthe Manager, to provide to eacb of the Paying Agent, the Initial 

Member and the Purchase Money Notes Guarantor the annual reports (including the independent 

accountant report) for the prior Fiscal Year (or other applicable period as set forth below) 

required under Section 1122 of Regulation AB (regardless of whether any such requirements 

apply, by their terms, only to companies registered or required to file reports with the Securities 

and Exchange Commission) with respect to the relevant servicing criteria provisions of Section 

1122(d)(l) of Regulation AB that are applicable to the servicing being conducted under this 

Agreement (and the Servicing Agreement) pursuant to Section 12.3(d) below. The first such 

reports shall cover the period commencing on the Closing Date (and for each Mortgage Loan, 

covering the period from the applicable Servicing Transfer Date) and continuing through the end 

of the 2010 Fiscal Year. 

(e) Audits. Until the later of the date that is ten (10) years after the Closing 

Date and the date that is three (3) years after the Final Distribution, the Manager shall, and shall 

cause the Servicer and each Subservicer to, (i) provide any representative of the Initial Member 

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

with access to all of the books of account, reports and records relating to the Mortgage Loans or 

any Underlying Collateral, the Servicing Obligations, the Collection Account, the Escrow 

Accounts, the Liquidity Account, the Interest Reserve Account, the Special Reserve Account, 

any account created under the Servicing Agreement, disbursements under the Custodial and 

Paying Agency Agreement, distributions hereunder or any other matters relating to this 

Agreement or the rights or obligations hereunder or under the Ancillary Documents; (ii) permit 

such representatives to make copies of and extracts from the same; (iii) allow Initial Member to 

cause such books to be audited by accountants selected by the Initial Member; and (iv) allow 

Initial Member's representatives to discuss the Company's, the Manager's, any Servicer's and 

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

Underlying Collateral, the Servicing Obligations, the Collection Account, the Escrow Accounts, 

the Liquidity Account, the Interest Reserve Account, the Special Reserve Account or any other 

matters relating to this Agreement, the Ancillary Documents, or the rights or obligations 

hereunder and thereunder, with its officers, directors, employees, accountants (and by this 

provision the Company and the Manager hereby authorizes such accountants to discuss such 

affairs, finances and accounts with such representatives), Servicers and Subservicers, and 

attorneys. Any expense incurred by the Initial Member and any reasonable out-of-pocket 

expense incurred by the Company in connection with the exercise by the Initial Member of its 

rights in this Section 7.4(e) shall be borne by the Initial Member; provided, however, that any 

expense incident to the exercise by the Initial Member of its rights pursuant to this Section 7.4(e) 

as a result of or during the continuance of an Event of Default shall in all cases be borne by the 

Private Owner (except to the extent such Event of Default is attributable exclusively to a 

Manager having been appointed by the Initial Member following removal of the Private Owner 

in such capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Initial Member, the Company or the applicable replacement Manager following such removal of 

the Private Owner as Manager, in each case that is not an Affiliate of the Private Owner). 

(f) In addition to the foregoing, the Manager shall provide or cause to be 

provided to the Initial Member, all reports, information (financial or otherwise), certificates and 

other documents required to be provided by the Company pursuant to the Reimbursement and 

Security Agreement, and by the Servicer under the Servicing Agreement. 

(g) The rights afforded to the Members under this Section 7.4 are in addition 

to, and not in limitation of, the rights of the Members under Section 18-305(a) of the Act. 

Section 18-305(c) ofthe Act shall not apply in relation to the Initial Member. 

7.5 Designation of Tax Matters Member. The Private Owner is hereby 

designated as the "Tax Matters Member" under Section 623l(a)(7) of the Code and under other 

similar Laws of other relevant jurisdictions, to manage, in consultation with the Initial Member, 

administrative tax proceedings conducted at the Company level by the Internal Revenue Service 

or other tax authorities with respect to Company matters. Each Member expressly consents to 

such designation and agrees that, upon the request of the Tax Matters Member, it will execute, 

acknowledge, deliver, file and record at the appropriate public offices such documents as may be 

necessary or appropriate to evidence such consent. The Tax Matters Member is specifically 

directed and authorized to take whatever steps the Tax Matters Member in its sole and absolute 

discretion deems necessary or desirable to perfect such designation, including, without 

limitation, filing any forms or documents with the Internal Revenue Service (or other tax 

authorities) and taking such other action as may from time to time be required under the Code, 

Treasury Regulations or other Laws. The Tax Matters Member shall keep the other Members 

fully informed as to any tax audits of the Company, including promptly providing the other 

Members with copies of any correspondence from any taxing authority and permitting the other 

Member to participate in any conferences or meetings with any taxing authority and in any 

subsequent administrative or judicial proceedings. The Tax Matters Member shall have the 

authority, following consultation with the Initial Member, to make any tax elections on behalf of 

the Company permitted to be made, including the election pursuant to Section 754, under any 

section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In 

the event the Company may be deemed to be a "small partnership" as described in Section 

623l(a)(l)(B), each Member consents to the Company's electing to be treated as a partnership to 

which the provisions of Code Section 6221, et ~., apply (thereby electing to have Code Section 

623 I(a)(l)(B)(i) not apply). The Initial Member may, at any time following the occurrence and 

during the continuation of an Event of Default, remove the Private Owner as the Tax Matters 

Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, 

and serve (or cause such other Member to so serve) in such capacity; provided, that such removal 

shall not relieve the Private Owner as Tax Matters Member of any obligations or liabilities under 

this Agreement or any Ancillary Document arising, relating to, occurring, or required to have 

been paid or performed by, the Private Owner as Tax Matters Member in its capacity as such. 

7.6 Tax Information. 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

GuffY v.7 
(a) Within ninety (90) days after the end of each Fiscal Year, the Tax Matters 

Member shall send, or cause to be sent to, each Person who was a Member at any time during the 

Fiscal Year then ended a Schedule K-1 and such Company tax information as the Tax Matters 

Member reasonably believes shall be necessary for the preparation by such Person of its United 

States federal, state and local tax returns in accordance with any Law. Such information shall 

include a statement showing such Person's share of distributions, income, gain, loss, deductions 

and expenses and other relevant items of the Company for such Fiscal Year. Promptly upon the 

request of any Member (or any former Member, for tax years during which such Person was a 

Member), the Tax Matters Member will furnish to such Member (or former Member): 

(i) United States federal, state and local income tax returns or 

information returns, if any, filed by the Company; and 

(ii) at the sole cost and expense of the requesting Member, such other 

information as such Member may reasonably request for the purpose of applying 

for refunds of withholding taxes. 

(b) For each Due Period, no later than three Business Days prior to the 

Distribution Date, the Company shall prepare and deliver or cause the Manager to prepare and 

deliver to the Initial Member a report which shall specifY the information with respect to each 

Mortgage Loan that is sold or otherwise disposed of by the Company so as to enable the 

Company (and each Member) to comply with allocation provisions of Section 704(c) of the 

Code, as determined as of the close of business on the applicable Determination Date and 

certified by an Authorized Representative (who shall be the chief financial officer (or an 

equivalent officer)) ofthe Company (the "Tax Allocation Report"). 

7.7 Business Plan. As promptly as possible, but in no event later than one 

hundred twenty (120) days after the Closing Date the Manager shall deliver to the Initial 

Member a written plan (a "Business Plan") detailing the strategy to be used by it to manage and 

dispose of the assets of the Company including all of the Mortgage Loans and for achieving the 

Company's purposes with respect thereto, in conformity with the Servicing Standard, based, to 

the extent appropriate, on information gathered by the Company with respect to the Mortgage 

Loans. The Manager shall meet with the Initial Member as reasonably requested by the Initial 

Member from time to time during the thirty (30) Business Days following the Initial Member's 

receipt of the same, to review and discuss such Business Plan, including changes thereto 

suggested by the Initial Member. Within thirty (30) Business Days following expiration of such 

review period, the Manager will deliver to the Initial member a final version ofthe Business Plan 

reflecting such changes as the Manager considers to be appropriate in light of its discussions 

with the Initial Member during such review period. The Manager shall thereafter review and 

revise the Business Plan as the circumstances may require, and in any event provide periodic 

updates to such Business Plan to the Initial Member, commencing in July of 2011, and on an 

annual basis thereafter, with each such periodic update to de delivered as part of the Monthly 

Reports due at such time pursuant to Section 7.4(b); provided, however, that the Initial Member 

in its sole discretion may, at any time after the delivery of the final initial Business Plan, waive 

the requirement of future revisions or periodic updates to the Business Plan. Upon reasonable 

notice by the Initial Member, the Company shall make its personnel who are familiar with the 

FDIC SFR 2010·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Business Plan available during normal business hours for the purposes of discussing the Business 

Plan with representatives ofthe Initial Member and responding to questions therefrom. 

(a) The Business Plan will set forth a strategy for the disposition of the 

Mortgage Loans addressed thereby, which strategy may consist of one or more of the following: 

(i) the pay-off of Mortgage Loans at a discount; (ii) modifications of the related note and/or 

mortgage, including reductions in the mortgage loan interest rate, reductions in the principal 

balance and rescheduling principal payments; (iii) foreclosure upon the related Underlying 

Collateral (or acquisition thereof by deed in lieu of foreclosure) and subsequent sale thereof; (iv) 

assumptions of Mortgage Loans by new Borrowers; (v) repairs to Underlying Collateral, with a 

view towards selling such Underlying Collateral or the Mortgage Loan secured thereby; (vi) sale 

of a Mortgage Loan, either singly or in pools, before or after restructuring; and (vii) any other 

method of work-out, rehabilitation and disposition consistent with the Servicing Standard and 

other general duties ofthe Company specified in this Agreement. 

(b) The Business Plan will set forth a strategy for the disposition of the related 

Acquired Property, which strategy may consist of one or more of the following: (i) the sale or 

leasing of the Acquired Property in whole or in parts, or in pools; (ii) making repairs to and, if 

applicable, completion of construction of the Acquired Property or making changes to the 

Acquired Property so that it may be used for uses other than its current use, with a view toward 

selling the Acquired Property; (iii) rehabilitation or improvement and, if applicable, completion 

of construction of the Acquired Property, with a view toward selling the Acquired Property; (iv) 

continued leasing or sales activity with respect to the Acquired Property available for leasing or 

sale (in whole or in part) at the time it is transferred to a Ownership Entity; and (v) maintenance, 

landscaping and general upkeep of the Acquired Property. 

(c) The Business Plan shall include projected financials, including statements 

of income, assets, and cash flows for the Company. Projected cash flows should carry through to 

the termination date of the Company, providing semiannual projections as of June 30 and 

December 31 each calendar year. The cash flow projections should reflect gross projected cash 

inflows, cash outflows, and net distributable funds to the Members. 

ARTICLE VIII 


Restrictions on Disposition of LLC Interests 


8.1 Limitations on Disposition of LLC Interests. Except as otherwise 

provided in this Article VIII, the Private Owner shall not, directly or indirectly, Dispose of or 

permit to be Disposed of, all or any part of its LLC Interest or any of its rights or interests under 

this Agreement, except only that the Private Owner may make a direct, outright transfer of its 

entire (but not less than its entire) LLC Interest if, and only if, (a) (i) the transferee is a single 

Person that is a Qualified Transferee, (ii) such transferee delivers to the Initial Member a 

Purchaser Eligibility Certification and the representations and warranties made by such 

transferee therein shall be true and correct both before and after giving effect to such transfer of 

the LLC Interest, and (iii) the Private Owner first obtains the prior written consent of the Initial 

Member and, if any of the Purchase Money Notes are outstanding, the Purchase Money Notes 

Guarantor to such transfer, or (b) such Disposition is done by or at the direction of the Initial 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Member pursuant to Sections 3.13 or 3.14. The Private Owner may not under any circumstances 

Dispose of less than all of its LLC Interest. Transfers by the Private Owner satisfYing the 

foregoing criteria are hereinafter referred to as "Permitted Dispositions." 

8.2 Change of Control. The Private Owner will not permit any Change of 

Control to occur with respect to the Private Owner unless (i) it first obtains the prior written 

consent of the Initial Member and, if any of the Purchase Money Notes are outstanding, the 

Purchase Money Notes Guarantor, and (ii) following such Change of Control, the Private Owner 

would be a Qualified Transferee. Without limitation of the preceding sentence, the Private 

Owner will provide the Initial Member and, if any of the Purchase Money Notes are outstanding, 

the Purchase Money Notes Guarantor with immediate notice at the address specified in Section 

13.6 of the occurrence of any Change of Control with respect to the Private Owner. 

8.3 Additional Provisions Relating to Permitted Dispositions. Except as 

otherwise expressly provided in this Section 8.3, the following provisions shall apply to each 

Permitted Disposition under this Article VIII: 

(a) In the event the Private Owner proposes to make a Permitted Disposition, 

the Private Owner shall be required to pay any and all filing and recording fees, fees of counsel 

and accountants and other out-of-pocket costs and expenses reasonably incurred by the Initial 

Member and/or the Company in connection with such Permitted Disposition. 

(b) The transferee in a Permitted Disposition shall deliver to the Company, 

with a copy to the Initial Member, an agreement, in form and substance reasonably satisfactory 

to the Initial Member, by which such transferee shall (i) agree to become a party to and be bound 

by this Agreement as the "Private Owner," agree (if the transferor Member, prior to such 

transfer, also was the Manager) to be appointed as the "Manager," and without limitation of the 

generality of the foregoing, agree to be bound by the other terms of Section 8.4 hereof, (ii) 

assume and agree to perform when due all of the obligations of the Private Owner and the 

Manager (if the transferor Member, prior to such transfer, also was the Manager) under this 

Agreement, and (iii) represent and warrant that it complies with the requirements set forth in 

Article X. 

(c) In connection with each Permitted Disposition, the Private Owner and the 

transferee shall deliver to the Company and the Initial Member such other documents and 

instruments as the Initial Member reasonably may request and which are required to effect the 

Permitted Disposition and substitute the transferee as a Member. 

8.4 Effect of Permitted Dispositions. 

(a) Upon consummation of any Permitted Disposition: 

(i) the transferee shall be admitted as a member of the Company and 

be deemed to be a party to this Agreement as the "Private Owner" and, if the 

transferor Member, prior to such transfer, also was the Manager, such transferee 

shall be appointed as the Manager (in the place of the transferor Member); 

FDIC SFR 2010·2 

Amended and Restated Limited Liability Company Operating Agreemenl 

Pool Nos. 24020 and 24021 

Guffy v.7 
(ii) the transferred LLC Interest shall continue to be subject to all the 

provisions of this Agreement, and the transferee Member shall have the same 

status as the Private Owner had at the time of consummation of such Permitted 

Disposition and, without limiting the generality of the foregoing, any outstanding 

breach, misrepresentation, violation or default (with respect to this Agreement or 

any Ancillary Document) by any direct or indirect predecessor to the transferee as 

the Member, or by any Affiliate of any such predecessor Member, shall be 

deemed to constitute an outstanding breach, misrepresentation, violation or 

default as the case may be, by the transferee Member; and 

(iii) subject to Section 8.4(b) and the last sentence of Section 13.8, the 

transferor Member shall cease to be a member of the Company (and accordingly, 

except as expressly otherwise provided in Section 8.4(b) or the last sentence of 

Section 13.8, shall cease to be responsible for the payment or performance of any 

of the obligations or liabilities under this Agreement of the Private Owner, in any 

capacity hereunder). 

(b) No Permitted Disposition (and no resulting withdrawal or resignation of 

the transferor Member from the Company) shall: 

(i) relieve the transferor Member of any of the obligations or 

liabilities of the transferor Member, in any capacity, under this Agreement or any 

Ancillary Document required to have been paid or performed prior to the 

consummation of such Permitted Disposition (or of any liability it may have 

arising out of any breach, misrepresentation, violation or default by the transferor 

Member prior to such consummation); 

(ii) result in the termination of, relieve the transferor Member (or any 

of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the 

transferor Member, in any capacity, or its Affiliates under, any Related Party 

Agreement (such Related Party Agreements to continue in effect in accordance 

with their respective terms), except to the extent expressly provided in such 

Related Party Agreement; or 

(iii) dissolve the Company. 

8.5 Effect of Prohibited Dispositions. Any attempted or purported Disposition 

of the LLC Interest of the Private Owner (or any portion thereof) not strictly in accordance with 

the terms of this Agreement shall be void ab initio and of no force or effect whatsoever. The 

Private Owner shall not be entitled, and hereby specifically waives any right, to receive 

Company distributions during (i) the period between any attempted or purported Disposition of 

the LLC Interest of the Private Owner (or any portion thereof) not strictly in accordance with the 

terms of this Agreement and the express rescission of such attempted or purported Disposition by 

the Private Owner and (ii) during any period when a Member is in violation of Section 8.2; 

provided, that all such omitted Company distributions shall (subject to Section 8.6) be made to 

the Private Owner (without interest) forthwith after the end ofthe relevant suspension period. 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
8.6 Distributions After Disposition. Distributions with respect to an LLC 

Interest made on or after the effective date of the Permitted Disposition of such LLC Interest 

shall be made to the transferee Member with respect to such LLC Interest, regardless of when 

such distributions accrued on the books ofthe Company. 

8. 7 Transfers by the Initial Member. Notwithstanding anything to the 

contrary contained in this Agreement, except as provided by applicable Law, there shall be no 

restriction on the Initial Member's ability to Dispose of the LLC Interest held by it, directly or 

indirectly, to any Person, and the Private Owner shall have no right to purchase or right-of-firstrefusal in connection with any such sale; provided, that, the Initial Member may not assign the 

consent and voting rights associated with its LLC Interest in the Company to more than one 

Person (for the avoidance of doubt, except as expressly provided above, the foregoing restriction 

shall not otherwise limit the Initial Member's right to Dispose of any interest associated with its 

LLC Interest in the Company) and provided, further, that in the event the Initial Member 

determines to sell the LLC Interest held by it through an auction process, the Private Owner shall 

be entitled to participate in such auction on the same terms that apply generally to other 

participants in the auction. At the election of the Person then constituting the "Initial Member" 

under this Agreement, the transferee in any direct Disposition of any portion of the LLC Interest 

of the Initial Member shall, upon delivery to the Company, with a copy to the Private Owner, of 

an agreement by which such transferee shall agree to become a party to and be bound by this 

Agreement as the "Initial Member," be admitted as a member of the Company and be deemed to 

be a party to this Agreement as the "Initial Member", and thereupon, subject to last sentence of 

Section 13.8, the transferor Member shall cease to be a member of the Company (and 

accordingly, except as expressly otherwise provided in last sentence of Section 13.8, shall cease 

to be responsible for the payment or performance of any of the obligations or liabilities under 

this Agreement of the Initial Member). 

8.8 Resignation; Dissolution. 

(a) The Private Owner may not withdraw or resign from the Company, except 

(i) in connection with a Permitted Disposition made in accordance with the applicable provisions 

of this Article VIII or (ii) with the prior written consent ofthe Initial Member. 

(b) The Private Owner covenants that it shall not allow a Dissolution Event to 

occur with respect to itself. 

(c) Section 18-304 ofthe Act shall not apply to the Company. Nothing in this 

Section 8.8(c) shall limit the terms of Section 9.1 hereof. 

(d) Except as is otherwise expressly provided in this Agreement, no Member 

shall be entitled to receive any payment pursuant to Section 18-604 of the Act. 

8.9 Applicable Law Withdrawal. If, as a result of applicable Law, the 

ownership of an LLC Interest by a Member becomes illegal or is likely to become illegal or the 

applicable Law more likely than not requires divestiture of such Member's LLC Interest, or the 

applicable Law would require the Company to register as an investment company under the 

FDIC SFR 20 I0·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Investment Company Act, then the Manager and the Member shall use their respective 

commercially reasonable efforts to avoid a violation of any such applicable Law by a Member or 

the need for the Company to register as an investment company. These steps may include, 

depending on the provisions of such applicable Law, (i) arranging for the sale of the Member's 

LLC Interest to a third party upon terms reasonably satisfactory to the Member in a transaction 

that complies with Articles VIII and X; (ii) making any appropriate applications to the relevant 

Governmental Authority, (iii) prohibiting such Member from making further Capital 

Contributions, and converting its LLC Interest into a special interest with no voting or similar 

rights but with only an economic right (identical to its prior rights as a Member), or (iv) 

permitting the Member to withdraw from the Company for a "payment" to such Member equal 

to the value of its LLC Interest at the time of withdrawal, such value to be determined by a third 

party appraiser mutually agreeable to the Manager and all Members. The aforesaid "payment" 

shall be made in cash unless the Manager determines that the payment in cash would be 

economically detrimental to the Company, in which case such payment may be made in kind, 

subject to the applicable Law. The timing of any such withdrawal must be mutually agreeable to 

the Member and the Manager taking proper account of the effective date of the applicable Law 

or registration requirement that is the basis for the withdrawal or other remedy provided herein 

and the need of the Manager for a reasonable period of time to find a solution to the illegality or 

requirement for divestiture. Such illegality or registration requirement must be established by (x) 

an opinion of counsel (which counsel shall be reasonably satisfactory to the Manager and the 

Initial Member) substantially to the effect that the ownership of the LLC Interest more likely 

than not will result in such illegality or requirement for registration or divestiture or (y) upon a 

ruling or order from a Governmental Authority. 

ARTICLE IX 


Dissolution and Winding-Up of the Company 


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

to occur of the following: 

(a) the agreement by all Members to dissolve the Company (it being 

understood and agreed that neither Member, acting alone, shall have the right unilaterally to 

dissolve the Company); 

(b) the sale of all or substantially all of the Company Property (other than 

cash and cash equivalent instruments), including as an entirety or substantially as an entirety; or 

(c) notice to such effect to the Private Owner from the Initial Member at any 

time after the occurrence of a Dissolution Event or an Insolvency Event with respect to the 

Private Owner or any Person that Controls the Private Owner; or 

(d) exercise of the Clean-Up Call and liquidation of all remaining Mortgage 

Loans and Acquired Property of the Company in accordance with Section 12.17. 

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

Section 9.1 occurs, subject to the Company's compliance with its obligation under the other 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
agreements to which it is a party, the other terms and conditions of this Agreement or the 

Ancillary Documents, the Manager shall proceed as promptly as practicable to wind up the 

affairs of the Company in an orderly and businesslike manner. A final accounting shall be made 

by the Manager. As part of the winding up of the affairs of the Company, the following steps 

will be taken: 

(a) The assets ofthe Company shall be sold except to the extent that some or 

all ofthe assets of the Company are retained by the Company for distribution to the Members as 

hereinafter provided. 

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

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

Company shall be conducted as follows: 

(i) first, to creditors, but excluding Members who are creditors (other 

than the Initial Member (to the extent it continues to hold the Purchase Money 

Notes)), to the extent otherwise permitted by Law (and, to the extent permitted, in 

accordance with the Priority of Payments), in satisfaction of liabilities of the 

Company (whether by payment or the making of reasonable provision for 

payment thereof); 

(ii) second, to Members or former Members who are creditors, to the 

extent otherwise permitted by Law, in satisfaction of liabilities of the Company 

(whether by payment or the making of reasonable provision for payment thereof) 

other than liabilities for which reasonable provision for payment has been made 

and liabilities for distributions to Members and former Members under Section 

18-60 I ofthe Act; 

(iii) third, to Members and former Members in satisfaction of liabilities 

(if any) for distributions under Section 18-60 I ofthe Act; and 

(iv) finally, to the Members in the manner set forth in Section 6.6(b). 

Notwithstanding the foregoing or any other provision of this Agreement, upon the dissolution of 

the Company, any balance remaining in the Special Reserve Account shall be distributed solely 

to the Initial Member or in accordance with the written instructions of the Initial Member and 

any balance remaining in the Interest Reserve Account shall be distributed as set out in Section 

5.5(a). 

(d) Upon dissolution, the Manager, may, with the consent of all Members, (i) 

liquidate all or a portion of the Company assets and apply the proceeds of such liquidation in the 

manner set forth in Section 9.2(c) and/or (ii) hire independent appraisers to appraise the value of 

Company assets not sold or otherwise disposed of or determine the Fair Market Value of such 

assets, and allocate any unrealized gain or loss determined by such appraisal to the Members' 

respective Capital Accounts as though the properties in question had been sold on the date of 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 


Guffy v.7 

distribution and, after giving effect to any such adjustment, distribute said assets in the manner 

set forth in Section 9.2(c); provided, that the Manager shall in good faith attempt to liquidate 

sufficient Company assets to satisfY in cash the debts and liabilities described in Section 9.2. If a 

Member shall, upon the advice of counsel, determine that there is a reasonable likelihood that 

any distribution in kind of an asset would cause such Member to be in violation of any Law, such 

Member and the Manager shall each use its best efforts to make alternative arrangements for the 

sale or transfer into an escrow account of any such distribution on mutually agreeable terms. 

9.3 Termination of the Company. Upon the dissolution of the Company and 

the completion of the winding up process set forth in Section 9.2, the Manager (or such other 

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

and any filings made as provided in clause (c) of Section 4.3 and shall take (or cause to be taken) 

such other actions as may be necessary to terminate the Company. 

ARTICLE X 


Qualified Transferees 


I0.1 Qualified Transferees. Each Member, other than the Initial Member 

(including, for the avoidance of doubt, its Successors and transferees), shall at all times be in 

compliance with the following (and any proposed transferee of any LLC Interest in compliance 

with the following shall be deemed a "Qualified Transferee"): 

(a) Organization; Good Standing; Licenses. Such Member (i) is a Single 

Purpose Entity duly organized, validly existing and in good standing under the Laws of the state 

of its organization, (ii) has qualified or will qualifY to do business as a foreign corporation, 

partnership or other entity and will remain so qualified, and is and will remain in good standing, 

in each jurisdiction in which the character of its properties or the nature of its activities makes 

such qualification necessary and in which failure to so qualifY would have a material adverse 

effect upon such Member or its ability to perform its obligations hereunder, (iii) has full power to 

own its property, to carry on its business as presently conducted, and to enter into and perform its 

obligations under this Agreement, (iv) has all licenses or other governmental approvals necessary 

to perform its obligations hereunder; (v) as of each Distribution Date, has a net worth calculated 

in accordance with GAAP of not less than $5,000,000, excluding the value of the LLC Interest of 

such Member, and (vi) in the case of the Private Owner, as of the Closing Date, is wholly owned 

and Controlled by its Specified Parent. 

(b) Authorization; No Violation. The execution and delivery by such Member 

of this Agreement and the consummation of the transactions contemplated hereby have been 

duly and validly authorized by all necessary action. Neither the execution and delivery of this 

Agreement, nor the consummation of the transactions herein contemplated, nor compliance with 

the provisions hereof, will conflict with or result in a breach of, or constitute a default under, (i) 

any of the provisions of any Law binding on such Member or its properties, (ii) the constituent 

documents of such Member, or (iii) any of the provisions of any indenture, mortgage, contract or 

other instrument to which such Member is a party or by which it is bound or result in the creation 

or imposition of any Lien upon any of its property pursuant to the terms of any such indenture, 

mortgage, contract or other instrument. 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

GuffY v.7 
(c) Governmental Approvals. All actions, approvals, consents, waivers, 

exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to 

be taken, given or obtained, as the case may be, by or from any Governmental Authority or 

agency that are necessary in connection with the execution and delivery by such Member of this 

Agreement and the consummation of the transactions contemplated hereby and the performance 

of its obligations hereunder, have been duly taken, given or obtained, as the case may be, are in 

full force and effect, are not subject to any pending proceedings or appeals (administrative, 

judicial or otherwise) and either the time within which any appeal therefrom may be taken or 

review thereof may be obtained has expired or no review thereof may be obtained or appeal 

therefrom taken. 

(d) No Litigation. On the date such Member becomes a party to this 

Agreement, there is no action, suit, proceeding or investigation pending or threatened against 

such Member before any Governmental Authority. 

(e) No Violation of Orders. Decrees. etc. Such Member is not in default with 

respect to any order or decree of any Governmental Authority or any Law. 

(f) Third Party Consents. No consents, approvals, waivers or notifications of 

stockholders, creditors, lessors or other nongovernmental persons are required to be obtained by 

such Member in connection with the execution and delivery of this Agreement and the 

consummation of all the transactions herein contemplated and the performance of its obligations 

hereunder. 

(g) Owners Accredited Investors. All of the equity owners of such Member 

are "accredited investors," as that term is defined in Rule 50 l under the Securities Act. 

(h) Knowledge and Experience. Such Member, either by itself or through its 

advisers and principals, has such knowledge and experience in the origination, servicing, sale 

and/or purchase of performing and non-performing or distressed loans, and loans secured by 

residential and commercial properties, as well as financial and business matters, as to enable 

such Member to utilize the information made available to it with respect to the LLC Interest 

acquired by it and the Mortgage Loans to evaluate the merits and risks of a purchase of the LLC 

Interest acquired by it and, indirectly, the Mortgage Loans, and to make an informed decision 

with respect thereto. 

(i) Economic Risks. Such Member acknowledges, understands and 

represents that it is able to bear the economic risks associated with the acquisition and ownership 

of the LLC Interest acquired by it and, indirectly, the Mortgage Loans, including the risk of a 

total loss of its investment in the Company and, indirectly, the Mortgage Loans and/or the risk 

that it may be required to hold the LLC Interest and, indirectly, the Mortgage Loans for an 

indefinite period of time. 

G) No Representations. Such Member hereby acknowledges that, except as is 

otherwise expressly provided in this Agreement, the Transferred LLC Interest Sale Agreement, 

or the Contribution Agreement, none ofthe Initial Member or the FDIC or any Affiliate of either, 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v_7 
or any of their respective officers, directors, employees, agents or contractors, makes or has 

made any representation or warranty regarding the Company, the LLC Interest or the Mortgage 

Loans or the value of any Underlying Collateral. 

(k) Due Diligence. Such Member acknowledges and agrees that, whether or 

not information is available with respect to the LLC Interest or the Mortgage Loans and whether 

or not it chooses to review any information that is or was made available to it regarding the LLC 

Interest or the Mortgage Loans, such Member, by itself or through its advisers or principals, has 

the ability and shall be responsible for making its own independent investigation and evaluation 

of the LLC Interest and the Mortgage Loans and the economic, credit or other risks involved in 

an acquisition of the LLC Interest and, indirectly, the Mortgage Loans. Except as is otherwise 

expressly provided in this Agreement, none of the Initial Member or the FDIC or any Affiliate of 

either, or any of their respective officers, directors, employees, agents or contractors, makes or 

has made any representation or warranty as to the completeness or accuracy of any information 

provided. 

(1) No Securities. Such Member acknowledges and agrees that (i) neither the 

offer 	nor the sale of the LLC Interest (and, indirectly, the Mortgage Loans) is intended to 

constitute an offer or sale of a "security" within the meaning of the Securities Act or any 

applicable federal or state securities Laws, (ii) no inference that any of the LLC Interest or the 

Mortgage Loans is a "security" under such federal or state securities Laws shall be drawn from 

any of the certifications, representations or warranties made by any Person in this Agreement, 

(iii) it is not contemplated that any filing will be made with the Securities and Exchange 

Commission or pursuant to the "Blue Sky" or securities Laws of any jurisdiction, and (iv) if any 

of the LLC Interest or the Mortgage Loans is a security, such may not be resold or otherwise 

transferred by such Member except in accordance with any and all applicable securities and Blue 

Sky Laws. 

(m) Resales. Such Member is acquiring the LLC Interest (and, indirectly, the 

Mortgage Loans) for its own account and not with a view toward resale in a distribution within 

the meaning of the Securities Act. 

(n) Resales in Compliance with Law. Such Member will not (i) offer, pledge, 

sell or otherwise dispose of the LLC Interest (or any interest therein) or any Mortgage Loan (or 

any interest therein or evidence thereof) to, or (ii) solicit any offer to buy or accept a transfer, 

pledge or other disposition of the LLC Interest (or any interest therein) or any Mortgage Loan (or 

any interest therein or evidence thereof) from, or (iii) otherwise approach or negotiate with 

respect to the LLC Interest (or any interest therein) or any Mortgage Loan (or any interest therein 

or evidence thereof) with, any person or entity in any manner, or take any other action, that 

would (A) not comply with Article VIII, or (B) render the transfer to such Member of the LLC 

Interest or any interest in any Mortgage Loan a violation of any Law relating to the issuance, 

regulation, registration or disposition of securities, nor will it so act, nor will it authorize any 

person or entity to so act, in any manner with respect to the LLC Interest (or any interest therein) 

or any Mortgage Loan (or interest therein or evidence thereof). 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(o) Acquisition in Compliance with Law. Such Member's acquisition of the 

LLC Interest and the resulting investment in the Mortgage Loans will comply with all applicable 

Laws, including any and all Laws and/or restrictions imposed on resale of the LLC Interest and 

the Mortgage Loans by federal and state securities or Blue Sky Laws. 

(p) Independent Evaluation. Such Member has made an independent 

evaluation of the Company and its assets (including the Mortgage Loans and related Mortgage 

Loan files and/or any electronic data made available to it pertaining to the Mortgage Loans held 

by the Company). Such Member also has conducted such other investigations as it deems 

appropriate, including searches of Uniform Commercial Code, title, court, bankruptcy and other 

public records. Such Member agrees and represents that it is entering into this Agreement solely 

on the basis of its own investigations and its judgment as to the value ofthe LLC Interest and the 

nature, validity, enforceability, collectability and value of the Mortgage Loans and all other facts 

material to their ownership, including to the legal matters and risks relating to the collection and 

enforcement, and the performance of any obligations under any of the Mortgage Loans in any 

jurisdiction. Such Member further acknowledges that no officer, director, employee, agent, 

representative or contractor of the Initial Member or any of its Affiliates has been authorized to 

make any statements or representations other than those specifically contained in this Agreement 

or the Contribution Agreement. 

(q) Embargoed Person. Such Member certifies, represents and warrants that 

(a) no consideration that such Member or any of its Affiliates contributes hereunder or under the 

Ancillary Documents in connection with any transaction regarding any assets will have been 

derived from or related to any activity that is deemed criminal under United States law; (ii) 

neither it nor any of its Affiliates or Direct Owners is an Embargoed Person; (iii) neither it nor 

any of its Affiliates or Direct Owners engages in any dealings or transactions, or is otherwise 

"associated with" (as defined in 31 C.P.R. 594.101, ~~-),any Embargoed Person; and (iv) if 

and to the extent such Member or any of its Affiliates are required by Law to maintain an antimoney laundering compliance program under applicable anti-money laundering Laws and 

regulations, including without limitation, the Uniting and Strengthening America by Providing 

Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 200 I (Public Law I 07­

56)) such compliance programs are currently being maintained. For purposes of the foregoing 

certifications, representations and warranties, such certifications, representations and warranties 

shall be based upon a due inquiry and investigation; provided, however, that for purposes of 

determining whether any of the same with respect to indirect ownership are true, the undersigned 

shall not be required to make an investigation into the ownership of publicly-traded securities 

(including securities of open-end investment companies registered under the Investment 

Company Act) or the ownership of assets by a collective investment fund that holds assets for 

employee benefit plans or retirement arrangements. 

(r) ERISA Plan Asset. The assets of such Member (including any successor to 

or transferee of such Member) are not deemed to be "plan assets" within the meaning of Section 

3(42) of ERISA and the "plan asset" regulations set forth in 29 C.P.R. Section 2510.3-101 as 

promulgated under ERISA, modified to the extent applicable by Section 3( 42) of ERISA (the 

"Plan Asset Regulation"). 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(s) Purchase Eligibility. Each of such Member and any Person that, together 

with its Affiliates, directly or indirectly holds twenty-five percent (25%) or more of the equity 

interests of such Member is and remains capable of truthfully making the representations and 

warranties in the Purchaser Eligibility Certification. 

(t) Qualified Purchaser. Such Member is a "qualified purchaser" within the 

meaning of Section 3(c)(7) ofthe Investment Company Act. 

ARTICLE XI 


Manager Liability 


I I. I Liability ofthe Manager. 

(a) Except as otherwise specifically provided in this Agreement (including in 

the other subsections of this Section I I. 1), the duties (including fiduciary duties) and obligations 

owed to the Company and Initial Member by the Manager shall be as provided in Section 3.1(b) 

hereof. 

(b) The Manager may rely, and shall be protected in acting or refraining from 

acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, 

consent, order, bond, debenture or other paper or document reasonably believed by it to be 

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

(c) The Manager may consult with legal counsel, accountants, appraisers, 

management consultants, investment bankers and other consultants and advisers selected by it, 

and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to 

matters that the Manager reasonably believes to be within such Person's professional or expert 

competence shall be conclusively presumed to have been done or omitted in good faith and in 

accordance with such opinion. 

(d) The Manager shall not be liable to the Company or the Members for its 

good faith reliance on the provisions of this Agreement. 

(e) The limitations and exculpation afforded by each provision of this Section 

ill are cumulative and not exclusive. Nothing in this Section I I. I is intended, or shall be 

deemed, to permit conduct that would otherwise constitute misappropriation of a trade secret of 

the Company under applicable Law or conduct that, even disregarding the terms hereof 

otherwise would be actionable by the Company or any Member. 

ARTICLE XII 


Servicing of Mortgage Loans 


12. I Servicing. 

(a) Appointment and Acceptance as Servicer. Effective as of the Closing 

Date, but subject to Section 3.3 of the Contribution Agreement (with which the Manager agrees 

to comply), the Manager is hereby appointed (and hereby accepts the appointment) with full 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
authority and responsibility, in its own name, to act as the servicer for the Mortgage Loans and 

any Underlying Collateral. Until such time as the Company is dissolved and liquidated pursuant 

to Article IX, and except as otherwise provided in Section 12.4 and subject to the interim 

servicing being provided by the Initial Member pursuant to Section 3.3 of the Contribution 

Agreement, the Manager shall, with respect to each Mortgage Loan or Group of Mortgage 

Loans, from and after the Servicing Transfer Date with respect thereto, be responsible for (and 

hereby assumes responsibility for) servicing, administering, managing and disposing of the 

Mortgage Loans and the Underlying Collateral in accordance with the Servicing Standard set 

forth in Section 12.2 and in the Servicing Agreement and the other provisions of this Article XII, 

including the provisions of Section 12.3 (which require that servicing be performed through one 

or more Qualified Servicers). Without in any way limiting the foregoing, but subject to Section 

11 of the Contribution Agreement, the Manager shall cause the Mortgage Loans (including, for 

all purposes under this Article XII, the related Underlying Collateral) to be serviced as follows: 

(a) such Mortgage Loan shall, except as provided in the immediately following subsection (b), be 

serviced by the Servicer(s) appointed in accordance with Section 12.3 below, and (b) following 

the replacement of Servicer as a result of an Event of Default, the Mortgage Loans shall be 

serviced by the Servicer appointed by the Initial Member in accordance with Section 12.4 below. 

All servicing of Mortgage Loans following the Closing Date shall be performed in accordance 

with the terms ofthe Contribution Agreement and this Article XII. 

(b) Servicing and Subservicing Agreement Requirements. Except as is 

otherwise agreed in writing by the Initial Member, each Servicing Agreement (and any 

Subservicing Agreement with any Subservicer) shall, among other things, 

(i) provide for the servicing of the Mortgage Loans and management 

of the Underlying Collateral by the Servicer (or Subservicer) in accordance with 

the Servicing Standard and the other terms of this Agreement; 

(ii) be terminable upon no more than thirty (30) days prior notice if an 

Event of Default or any default under the Servicing Agreement (or Subservicing 

Agreement) has occurred; 

(iii) provide that the Manager (in its individual capacity) and the Initial 

Member (and, in the case of any Subservicing Agreement, the Servicer) shall be 

entitled to exercise termination rights under the relevant Servicing Agreement or 

Subservicing Agreement (it being understood that the Initial Member shall only 

exercise such termination rights as contemplated or permitted in this Agreement); 

(iv) provide that the Servicer (or any Subservicer) and the Manager (in 

its individual capacity) acknowledge that the Servicing Agreement (or 

Subservicing Agreement) constitutes a personal services agreement between the 

Manager (in its individual capacity) and the Servicer (or between the Servicer and 

the Subservicer, as applicable); 

(v) provide that (A) each of the Company, the Purchase Money Notes 

Guarantor (if any of the Purchase Money Notes are outstanding), and the FDIC 

FDIC SFR 20!0·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 


Guffy v.7 

are third party beneficiaries thereunder to the extent of any rights expressly 

granted to such Person under the Servicing Agreement or Subservicing 

Agreement and is entitled to enforce the Servicing Agreement or Subservicing 

Agreement, as applicable, with respect to such rights, (B) the Initial Member and, 

in the case of any Subservicing Agreement, the Manager (in its individual 

capacity) is a third party beneficiary thereunder; and further provide that in no 

event shall any amendment or waiver to any such Servicing Agreement or 

Subservicing Agreement limit or affect any rights of any such third party 

beneficiary thereunder without the express written consent of such third party 

beneficiary; 

(vi) provide that (A) upon the removal of the Private Owner as the 

Manager or the occurrence of an Event of Default, the Initial Member (and any 

successor Manager) may exercise all of the rights of the Manager thereunder and 

cause the termination or assignment of the same to any other Person, without 

penalty or payment of any fee, and (B) upon the occurrence of any default under 

the Servicing Agreement, the Initial Member (and any successor Manager) may 

exercise all of the rights of (I) the Manager under such Servicing Agreement and 

cause the termination or assignment of the same to any other Person, without 

penalty or payment of any fee, and (2) the Servicer under the Subservicing 

Agreement and cause the termination or assignment of the Subservicing 

Agreement to any other Person, without penalty or payment of any fee (it being 

understood that the Initial Member shall only exercise the foregoing rights as 

contemplated or permitted in this Agreement); 

(vii) provide that the Initial Member, the Manager, the Purchase Money 

Notes Guarantor (if any of the Purchase Money Notes are outstanding) and the 

Company (and each of their respective representatives) shall each have access to 

and the right to review, copy and audit the books and records of each Servicer and 

any Subservicers and that all Servicers and all Subservicers shall make available 

their respective officers, directors, employees, accountants and attorneys to 

answer Initial Member's, the Manager's, the Purchase Money Notes Guarantor's 

and the Company's (and each of their respective representatives') questions or to 

discuss any matter relating to the Servicer's or Subservicer's affairs, finances and 

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

Collection Account or any other accounts established or maintained pursuant to 

this Agreement, the Custodial and Paying Agency Agreement, the Servicing 

Agreement or any Subservicing Agreement, or any matters relating to the 

Servicing Agreement or any Subservicing Agreement or the rights or obligations 

thereunder; 

(viii) provide that all Mortgage Loan Proceeds are to be deposited into 

the Collection Account on a daily basis (without reduction or setoff) within two 

Business Days of receipt and that under no circumstances are funds, other than 

Mortgage Loan Proceeds and interest and earnings thereon and the proceeds of 

Excess Liquidity Advances to be commingled in the Collection Account; 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(ix) provide that the Servicer or Subservicer shall not sell, transfer or 

assign its rights under the Servicing Agreement or Subservicing Agreement, as 

applicable, other than Servicer's rights to delegate to Subservicers certain 

responsibilities thereunder as and to the extent permitted by this Agreement, and 

that any prohibited sale, transfer or assignment shall be void ab initio; 

(x) provide that (A) the Servicer or Subservicer consents to the 

immediate termination of the Servicer or Subservicer, as applicable, upon the 

occurrence of a termination event under the Servicing or Subservicing 

Agreement, as applicable, and upon the occurrence of any Insolvency Event with 

respect to the Servicer or Subservicer or any of their respective Related Parties, as 

applicable, and (B) the occurrence of any Restricted Servicer Change of Control 

with respect to the Servicer or of any Insolvency Event with respect to the 

Servicer or Subservicer or any Related Party thereof constitutes a default under 

the Servicing or Subservicing Agreement, as applicable; provided, that, in the 

case of the Servicing Agreement, the occurrence of an Insolvency Event with 

respect to a Subservicer or Related Party thereof (which is not an Related Party of 

the Servicer) may, at the election of the Manager, be subject to a cure period of 

not more than thirty (30) days for replacement of the affected Subservicer (in a 

manner that will permit the Manager to comply with its obligations hereunder); 

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

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

(xii) provide for such other matters as are necessary or appropriate to 

ensure that the Servicer or Subservicer is obligated to comply with the Servicing 

Obligations of the Manager hereunder; 

(xiii) provide a full release and discharge of the Initial Member, the 

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

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

Ownership Entities existing as of the applicable Servicing Transfer Date, and all 

of their respective officers, directors, employees, agents, attorneys, contractors 

and representatives, and all of their respective successors, assigns and Affiliates 

(but excluding, in all cases, the Manager (in its individual capacity)) (any such 

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

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

action, judgments or legal proceedings and remedies of whatever kind or nature 

that the Servicer had, has or might have in the future, whether known or 

unknown, which are related in any manner whatsoever to the servicing of the 

Mortgage Loans by the Prior Servicers prior to the applicable Servicing Transfer 

Date (other than due to gross negligence, violation of law or willful misconduct of 

such Prior Servicer); 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(xiv) provide that, to the extent required under Section 12.3(g). all 

Mortgage Loans registered on the MERS® System shall remain registered unless 

default, foreclosure or similar legal or MERS requirements dictate otherwise; 

(xv) provide that the Servicer or Subservicer shall immediately notifY 

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

any Affiliate of the Servicer or of any Subservicer at any time, (A) being or 

becoming a partner or joint venturer with any Borrower or Obligor, (B) being or 

becoming an agent of any Borrower or Obligor, or allowing any Borrower or 

Obligor to be an agent of such Servicer or any Subservicer or of any Affiliate of 

the Servicer or any Subservicer, or (C) having any interest whatsoever in any 

Borrower or Obligor; 

(xvi) provide that the Servicer shall immediately notifY the Manager and 

the Initial Member of the occurrence of any Change of Control with respect to the 

Servicer; and 

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

provisions ofthis Agreement, the Custodial and Paying Agency Agreement or any 

of the other Ancillary Documents insofar as such other terms or provisions hereof 

or thereof are required to be imposed by the Manager (in its individual capacity) 

on the Servicer (or Subservicers) in the Servicing Agreement (or Subscrvicing 

Agreements). Nothing contained in any Servicing Agreement or any 

Subservicing Agreement shall alter any obligation of the Manager under this 

Agreement and, in the event of any inconsistency between the Servicing 

Agreement (or any Subservicing Agreement) and the terms of this Agreement, 

among the Parties to this Agreement the terms ofthis Agreement shall control. 

12.2 Servicing Standard. The Manager shall perform the Servicing 

Obligations: (i) in the best interests and for the benefit of the Initial Member and the Company, 

(ii) in accordance with the terms of the Mortgage Loans (and related Mortgage Loan 

Documents), (iii) in accordance with the terms of this Agreement and the other Ancillary 

Documents, (iv) in accordance with all applicable Law, and (v) to the extent consistent with the 

foregoing terms, in the same manner in which a prudent servicer would service and administer 

similar loans and in which a prudent servicer would manage and administer similar properties for 

its own portfolio or for other Persons, whichever standard is higher, but using no less care and 

diligence than would be customarily employed by a prudent servicer following customary and 

usual standards of practice of prudent mortgage lenders, loan servicers and asset managers 

servicing, managing and administering similar loans and properties on an arms' length basis; 

provided, that, with respect to each Mortgage Loan and related Underlying Collateral, in the 

absence of a customary and usual standard of practice, the Company shall comply with the 

applicable Fannie Mae Guidelines, if any, with respect to similar loans and properties in similar 

situations. The Manager shall cause its Servicing Obligations with respect to the Mortgage 

Loans and the Underlying Collateral to be performed without regard to (w) any relationship that 

the Company, the Manager, or any Servicer or Subservicer, or any of their respective Affiliates 

may have to any Borrower, Obligor or other obligor, or any of their respective Affiliates, 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
including any other banking or lending relationship, (x) the Company's, the Manager's, or any 

Servicer's or Subservicer's, obligation to make disbursements and advances with respect to the 

Mortgage Loans and Underlying Collateral, (y) any relationship that the Servicer or any 

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

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

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

evidenced by this Agreement or the Servicing Agreement or any Subservicing Agreement), and 

(z) the Manager's, or any Servicer's or Subservicer's, right to receive compensation (including 

the Management Fee and any Interim Management Fee) for its services under this Agreement, 

the Servicing Agreement or any Subservicing Agreement. Without limiting the generality of the 

foregoing, the Manager's Servicing Obligations hereunder shall include the following: 

(a) discharging in a timely manner each and every obligation which the 

Mortgage Loan Documents provide is to be performed by the lender thereunder, on its own 

behalf and on behalf of the Company and the Initial Member and, in the case of REO Property, 

which the Mortgage Loan Documents that were applicable to the Underlying Collateral before it 

became REO Property provided were to be performed by the Borrower thereunder in respect of 

such Underlying Collateral (not including payment of debt service under the applicable 

Mortgage Loan Documents), together with such additional obligations as are required of the 

Company under this Agreement or the Servicing Agreement in respect of such REO Property; 

(b) incurring costs (including Servicing Expenses and Pre-Approved Charges) 

in accordance with the provisions of the Mortgage Loan Documents, and in the case of REO 

Property, in accordance with the Mortgage Loan Documents that were applicable to the REO 

Property before it became an REO Property (not including payment of debt service under the 

applicable Mortgage Loan Documents) and otherwise in accordance with the Reimbursement 

and Security Agreement; 

(c) with respect to each Mortgage Loan as to which an Ownership Entity or 

the Borrower has failed to do so, causing to be maintained for the Underlying Collateral 

(including any Acquired Property) required insurance with extended coverage as is customary in 

the area in which the Underlying Collateral is located and in such amounts and with such 

deductibles as the Manager may, in the exercise of its reasonable discretion, determine are 

prudent and as required under this Agreement and the Reimbursement and Security Agreement; 

(d) ensuring compliance with the terms and conditions of each insurer under 

any hazard policy and preparing and presenting claims under any policy in a timely fashion in 

accordance with the terms ofthe policy; 

(e) supervising and coordinating the construction, ownership, management, 

leasing and preservation of the Acquired Property as well as all other matters involved in the 

administration, preservation and ultimate disposition of the Acquired Property as would be taken 

by a prudent asset manager managing properties similar to the Acquired Property and as required 

of the Company under this Agreement and the Reimbursement and Security Agreement; 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(f) administering the making of advances to Borrowers under the Mortgage 

Loans pursuant to and in accordance with the provisions herein and in the Custodial and Paying 

Agency Agreement governing the making of Funding Draws; 

(g) to the extent consistent with the foregoing, seeking to maximize the timely 

and complete recovery of principal and interest on the Mortgage Loans and otherwise to 

maximize the value ofthe Mortgage Loans and the Underlying Collateral; 

(h) except as otherwise set forth in this Agreement, making decisions under, 

and enforcing and performing in accordance with, the Mortgage Loan Documents all loan 

administration, inspections, review of financial data and other matters involved in the servicing, 

administration and management of the Mortgage Loans and the Underlying Collateral; 

(i) ensuring that all filings required to maintain perfection in any Underlying 

Collateral remain up to date and in force, including Uniform Commercial Code financing 

statements; 

G) ensuring that each Borrower (or in the case of REO Property, the 

applicable Ownership Entity) is diligently performing all applicable construction work using all 

commercially reasonable efforts in accordance with the requirements of the applicable Mortgage 

Loan Documents (in the case of REO Property) and herein; and 

(k) providing the Servicers and Subservicers with copies of such Ancillary 

Documents (or portions thereof) as are necessary for the Servicers or Subservicers to be familiar 

with in order to perform their respective obligations provided for in this Agreement, the 

Servicing Agreements or the Subservicing Agreements, as applicable. 

12.3 Servicing of Mortgage Loans. 

(a) Appointment of Servicers. The Manager (in its individual capacity) has 

entered into the Servicing Agreements dated as of the Closing Date to provide for the servicing 

and administration and management of the Mortgage Loans and Underlying Collateral by one or 

more Qualified Servicers named therein (each, together with other Qualified Servicers, a 

"Servicer"). Each Servicer, at all times during which it acts as Servicer, shall continue to satisfy 

the definition of Qualified Servicer. Subject to, with respect to the Interim Servicing Period, the 

provisions of Section 3.3 of the Contribution Agreement, each Mortgage Loan shall at all times 

be serviced (and any Underlying Collateral managed) by or through at least one Servicer 

(including any Subservicers engaged by the Servicer as permitted hereunder) and the 

performance of all day-to-day Servicing Obligations of the Manager shall be conducted by or 

through one or more Servicers (including any Subservicers permitted hereunder). Subject to the 

other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private 

Owner or of the Manager. Each Servicer may engage or retain one or more Subservicers, 

including Affiliates of the Private Owner or of the Manager, to perform certain of its duties 

under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a 

Subservicing Agreement with each such Subservicer; provided, that any Subservicer meets (and 

at all times continues to meet) the requirements set forth in the definition of Qualified Servicer 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
and the terms of the applicable Subservicing Agreement comply with the terms of this 

Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and 

any Subservicers) shall be borne exclusively by the Manager in its individual capacity without 

any right of reimbursement from the Company or the Initial Member (it being understood that 

the Manager will receive the Interim Management Fee and the Management Fee in accordance 

with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be 

transferred, to any Servicer or any other Person any ownership interest in the servicing to the 

Mortgage Loans or any right to transfer or sell the servicing to the Mortgage Loans (other than in 

connection with the sale of any Mortgage Loan), and no Servicer shall be permitted to assign, 

pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or 

otherwise transfer any interest in the servicing to the Mortgage Loans (other than in connection 

with the sale of any Mortgage Loan), and any purported assignment, pledge or other transfer in 

violation of this provision shall be void ab initio and of no effect. 

(b) Manager Liable for Servicer and Subservicers. Notwithstanding anything 

to the contrary contained herein, the use of any Servicer (or any Subservicer) shall not release the 

Manager from any of its Servicing Obligations or other obligations under this Agreement, and 

the Manager shall remain responsible and liable for all acts and omissions of each Servicer (and 

each Subservicer of each Servicer) as fully as if such acts and omissions were those of the 

Manager. All actions of each Servicer (or any Subservicer) performed pursuant to the 

Agreement (or any Subservicing Agreement) shall be performed as an agent of the Manager (or, 

in the case of Subservicers, the Servicer). 

(c) Copies of Servicing and Subservicing Agreements. Copies of all fully 

executed Servicing Agreements and Subservicing Agreements, including all supplements and 

amendments thereto, shall be provided to the Initial Member and the Purchase Money Notes 

Guarantor (if any ofthe Purchase Money Notes are outstanding). 

(d) Regulation AB Requirements. The Manager shall use commercially 

reasonable efforts to confirm, where applicable, that each Servicer (and any Subservicer) has in 

place policies and procedures to (i) comply with the relevant servicing criteria provisions of 

Section 1122(d)(l) of Regulation AB that are applicable and relate to the servicing being 

conducted under this Agreement, and (ii) provide to the Manager, at the Servicer's (and any 

Subservicer's) expense the annual reports (including the independent accountant report) required 

pursuant to Section 7.4(d) above; provided, that the following Regulation AB criteria shall not be 

deemed relevant to the servicing being conducted under this Agreement (or the Servicing 

Agreement): Section 1122(d)(l)(iii) regarding backup servicer requirements; Sections 

1122(d)(3)(i-iv) regarding paying agent requirements; and Section 1122(d)(4)(xv) regarding 

external credit enhancement. 

(e) Servicer and Subservicer Fees. No Servicer or Subservicer shall be paid 

any fees or indemnified out of any Mortgage Loan Proceeds (or funds in the Collection Account, 

the Liquidity Account, the Interest Reserve Account, the Special Reserve Account or any other 

Company account), it being understood that all fees and related costs of liabilities of the 

Servicers and Subservicers shall be the sole responsibility of the Manager (without any right of 

reimbursement from the Company or the Initial Member). 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(f) Fidelity Bond; E&O Insurance. The Servicer and each Subservicer shall 

maintain each of the following types of insurance coverage having such limits as described 

below: 

(i) Errors & Omissions Liability with limits of not less than 

$10,000,000 per claim and $10,000,000 in the aggregate. The Manager shall be 

notified immediately upon the reduction of or potential reduction of fifty percent 

(50%) of the limits. The Manager may require that the Servicer and each 

Subservicer purchase additional limits to provide back to the required limits as 

stated above. "Potential reduction of fifty percent (50%)" shall mean any 

knowledge by the Servicer or Subservicer, as applicable, that a claim or the sum 

of all claims, current or initiated after effective date of policy that would reduce 

the limits by fifty percent (50%). 

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

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

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

$10,000,000 covering employee theft, forgery and alteration, wire/funds transfer, 

computer fraud, and client coverage. Such coverage shall insure all employees or 

any other persons authorized by Servicer or Subservicer to handle any funds, 

money, documents and papers relating to any Mortgage Loan, and shall protect 

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

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

the Company shall each be named as a loss payee with respect to claims arising 

out of assets handled under this Agreement or any applicable Servicing 

Agreement or Subservicing Agreement. 

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

occurrence, $2,000,000 in the aggregate, including coverage for 

products/completed operations, advertising and personal injury. The Manager 

and the Company shall each be named as additional insured. Such policy shall 

include a Waiver ofSubrogation in favor of the Manager and the Company. 

(v) Auto Liability with a combined single limit of not less than 

$1,000,000 to provide coverage for any owned, hired, or non-owned vehicles. 

(vi) Workers Compensation in such amount as required by the states in 

which the Servicer or Subservicer, as applicable, operates, including coverage for 

Employer's Liability in an amount not less than, $1,000,000. Such policy shall 

include a Waiver of Subrogation in favor of the Manager and the Company. 

(vii) Umbrella Liability in an amount of not less than $10,000,000 each 

occurrence and in the aggregate. 

FDIC SFR 2010·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
All such policies shall be written with carriers having a minimum insurer rating of A- VIII from 

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

cancellation of thirty (30) days, except for non-payment of premium, as to which a ten (I 0) day 

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

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

above. 

The Manager shall provide (or shall cause each Servicer and Subservicer to provide) the 

Purchase Money Notes Guarantor, and the Initial Member with certificates evidencing all such 

policies on the Closing Date (and, with respect to each Mortgage Loan, on or before the 

applicable Servicing Transfer Date with respect thereto) and each anniversary of the Closing 

Date thereafter, and otherwise upon request of the Purchase Money Notes Guarantor (until the 

Purchase Notes Maturity Date), or the Initial Member. Copies of fidelity bonds and insurance 

policies required to be maintained pursuant to this Section 12.3(f) shall be made available to the 

Purchase Money Notes Guarantor, and the Initial Member or their respective representative on 

the Closing Date (and, with respect to each Mortgage Loan, on or before the applicable Servicing 

Transfer Date with respect thereto), and shall otherwise be made available to any of the Purchase 

Money Notes Guarantor, and the Initial Member and their respective representative upon request. 

(g) MERS Requirements. In the event that any of the Mortgage Loans are 

registered on the MERS® System, and unless and until no Mortgage Loan so remains registered 

on the MERS® System in accordance herewith, (i) the Manager shall cause the Servicer to be (or 

become) a member ofMERS on or before the initial Servicing Transfer Date, and maintain itself 

as a MERS member in good standing (including paying all dues and other fees required to 

maintain its membership and complying with MERS policies and procedures), and (ii) the 

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

and execute and deliver on behalf of the Company (including, as applicable, on behalf of the 

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

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

Mortgage Loan in the name of MERS, solely as nominee for the Company and its successors and 

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

Servicer shall be designated as the "servicer" and 1000002 Org Id shall be designated as the 

"investor" with respect to such Mortgage Loan, and, if applicable, the Manager may cause or 

permit an applicable Subservicer to be designated as the "subservicer" with respect to such 

Mortgage Loan (provided, that upon the Company becoming a member of MERS in good 

standing, the Manager shall cause the Company to be identified in the "investor" field on the 

MERS® System; provided, further, that the Manager may, as determined in accordance with the 

Servicing Standard and so long as each applicable designee is and remains a MERS member in 

good standing, designate the Manager as the "servicer" with respect to any such Mortgage Loan, 

in which case the Servicer shall be designated as the "subservicer" with respect thereto), and (B) 

no other Person shall be identified on the MERS® System as having any interest in such 

Mortgage Loan unless otherwise consented to by the Initial Member (or required pursuant to the 

Electronic Tracking Agreement). All Mortgage Loans registered on the MERS® System shall 

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

requirements dictate otherwise; provided, however, that if the Manager determines, in 

accordance with the Servicing Standard and other applicable provisions herein and in the 

FDIC SFR 2010·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 2402 I 

Guffy v 7 
Ancillary Documents, to remove any or all such Mortgage Loans so registered with MERS from 

the MERS® System, the Manager shall have the right to cause such removal so long as, with 

respect to any such Mortgage Loan to be so removed, (A) the applicable mortgage (or other 

Underlying Collateral Document) and rights to Underlying Collateral for such Mortgage Loan 

that are so registered in the name of MERS are duly transferred and assigned to the Company 

(with all applicable recordings or filings with respect thereto being duly made) so as to cause the 

Company to have the full benefit of its applicable security (or other) interest in all such 

Underlying Collateral, (B) for any such removal occurring on or before the applicable Servicing 

Transfer Date, the same is accomplished in accordance with the applicable requirements (and 

delivery of the applicable notice) in Section 3.l(c) of the Contribution Agreement, and (C) for 

any such removal prior to the Purchase Money Notes Maturity Date, the Company shall have 

duly delivered to the Collateral Agent such documents and otherwise taken such actions 

(including execution and recordation of applicable assignments in accordance with the 

Reimbursement and Security Agreement), in each case so as to cause all such Underlying 

Collateral to be and remain subject to the first priority security interest granted under the 

Reimbursement and Security Agreement. The Servicer shall provide the Manager and the Initial 

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

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

Persons identified on the MERS® System as having any interest in any of the Mortgage Loans 

and to confirm that the Mortgage Loans required to be registered on the MERS® System are so 

registered. For so long as any Mortgage Loans remain registered with MERS, the same shall be 

subject to an Electronic Tracking Agreement in the form of Exhibit B to the Servicing 

Agreement, and, to the extent any such Mortgage Loans are so registered with MERS as of the 

Closing Date, the Servicer, the Manager, the Collateral Agent and the Initial Member shall 

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

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

the Servicer shall cause MERS to run a query with respect to any and all specified fields on the 

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

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

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

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

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

12.4 Removal ofServicer. 

(a) Removal of Servicer. Upon the occurrence of an Event of Default, in 

addition to any other rights it may have pursuant to this Agreement, any Ancillary Document or 

applicable Law (including the Uniform Commercial Code), whether at law or in equity and 

whether pursuant to statute or regulation or otherwise, the Initial Member shall have the right to 

take, at the Initial Member's option and the Manager's expense, one or more of the following 

actions: (i) upon notice in writing to the Manager (effective at such time as is specified in such 

notice), to act on behalf of the Manager (in its individual capacity) to terminate the existing 

Servicer (and any Subservicers) and to cause the Manager (in its individual capacity) to enter 

into a new Servicing Agreement with a servicer (a "successor Servicer'') selected by the Initial 

Member (in its sole and absolute discretion), and (ii) upon notice in writing to the Manager 

(effective at such time as is specified in such notice), to remove the Private Owner as the 

FDIC SFR 20I0-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 2402 I 

Guffy,•.7 
Manager and appoint a successor Manager (which successor Manager may be the Initial 

Member) in the sole and absolute discretion of the Initial Member, whereupon (without 

limitation of Section 13.5), such successor Manager shall immediately succeed to all, or such 

portion as the Initial Member and successor Manager agree, of the rights and obligations of the 

Private Owner as the Manager of the Company, and, in such case, the Initial Member shall 

further have the right (A) to terminate the Servicer (in its sole and absolute discretion), and cause 

or permit the successor Manager selected by the Initial Member (and/or the Company directly, as 

determined by the Initial Member in its sole and absolute discretion) to enter into a Servicing 

Agreement with a successor Servicer, such Servicing Agreement to be between the applicable 

successor Manager (and/or the Company) and the successor Servicer chosen by the Initial 

Member, or (B) to retain the existing Servicer and cause or permit the successor Manager (and/or 

the Company directly, as determined by the Initial Member in its sole and absolute discretion) to 

enter into a new Servicing Agreement between such successor Manager (and/or the Company) 

and the Servicer (or to effect an assignment of the existing Servicing Agreement from the 

existing Manager (in its individual capacity) to such successor Manager (and/or the Company). 

None of the Initial Member, any successor Manager or the Company shall have any obligation to 

assume any obligations or liabilities ofthe removed Manager (in its individual capacity) under or 

in connection with any Servicing Agreement. Notwithstanding the foregoing, the Initial Member 

shall not exercise its right to terminate a Servicer that is not an Affiliate of the Manager or of the 

Private Owner in the absence of (I) an Event of Default attributable in whole or in part to the 

failure by the Servicer or any of its Subservicers to perform any material obligation under its 

applicable Servicing Agreement or Subservicing Agreement, (2) an Event of Default as 

described in clause (b) or clause (g) of the definition thereof with respect to the Servicer or any 

Related Party thereof or any of its Subservicers or any Related Party thereof, (3) an Event of 

Default resulting from the failure of the Servicer or any of its Subservicers at any time to meet 

the criteria of a Qualified Servicer, (4) an Event of Default as described in clause (e) of the 

definition thereof, to the extent relating to such Servicer or any of its Subservicers, or (5) any 

other Event of Default that consists of a breach of a servicing obligation under this Agreement. 

Subject to the foregoing, the Manager hereby consents to the immediate termination of the 

Servicer upon the occurrence of any Event of Default. For the avoidance of doubt, the rights of 

the Initial Member in this Section 12.4 are in addition to, and can be exercised independently of 

the rights of the Initial Member in Sections 3.2, 3.13 and 3.14; and in any event all rights and 

remedies of the Initial Member under this Agreement with respect to or following an Event of 

Default shall be cumulative, and any or all thereof may be exercised instead of or in addition to 

each other or any other remedies available to the Initial Member, whether under this Agreement, 

any Ancillary Document or otherwise. Notwithstanding the foregoing, if any of the Purchase 

Money Notes are outstanding, the Purchase Money Notes Guarantor shall have the same rights 

under this Section l2.4(a) as the Initial Member. 

(b) Appointment of Successor Servicer. If the Initial Member or the Purchase 

Money Notes Guarantor exercises its right to act on behalf of the Manager (in its individual 

capacity) to appoint a successor Servicer, the costs and expenses associated with such successor 

Servicer (including any servicing fees) shall be borne by the Manager (and not the Company or 

the Initial Member), and no termination or other fee shall be due to the Manager or the Servicer 

or any Subservicer in connection with or as a result of any such action; provided, that, if the 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Initial Member or the Purchase Money Notes Guarantor has also exercised its right to remove the 

Manager (such that such removed Manager no longer has rights to the Management Fee), then, 

with respect to servicing fees of such successor Servicer (but not costs and expenses in 

connection with the replacement of the Servicer with such successor Servicer) such removed 

Manager shall be responsible only for the portion of such fees that, as of any particular 

Distribution Date, are in excess of the Management Fee payable to the successor Manager on 

such Distribution Date. 

(c) Removal of the Manager; Management Fee. If the Initial Member 

exercises its right pursuant to this Section 12.4 to remove the Private Owner as the Manager and 

appoint a successor Manager, (i) the successor Manager selected by the Initial Member shall 

immediately succeed to all, or such portion as the Initial Member and successor Manager agree, 

of the rights and obligations of the Private Owner as the Manager of the Company, and all 

references in this Agreement to the Private Owner, in its capacity as Manager of the Company, 

shall be deemed to be references to the successor Manager so appointed by the Initial Member, 

(ii) without limitation of Section 13.5, the Initial Member shall have the right to determine, in its 

sole and absolute discretion, the extent, terms and conditions of the appointment of any such 

successor Manager, including as to compensation (whether from the Initial Member or the 

Company), indemnification by the Company, term of appointment and removal rights, in each 

case without the necessity for any consent from the Private Owner or any other Person, and (iii) 

the successor Manager appointed by the Initial Member shall be entitled to be paid the 

Management Fee (or such portion thereof as the Initial Member and the successor Manager 

agree) in accordance with the terms of this Agreement and the Custodial and Paying Agency 

Agreement. The removal of the Private Owner as the Manager shall not relieve the Private 

Owner of (x) any of the liabilities and/or obligations of the Private Owner as Manager to the 

extent required under the terms of this Agreement to have been paid and/or performed prior to 

such removal or (y) any liability the Private Owner may have arising out of any act or omission 

by the Private Owner as Manager. No successor to the Private Owner as Manager shall have any 

liability or obligation for any of the matters described in clause (x) or (y) of the preceding 

sentence, except as may be otherwise specified pursuant to any modification to this Agreement 

pursuant to Section 13.5. In connection with any such removal of the Manager, the Initial 

Member and any successor Manager selected by the Initial Member are each hereby authorized 

and empowered, as attorney-in-fact or otherwise, to execute and deliver, on behalf of and at the 

expense of the removed Manager (in its individual capacity), any and all documents and other 

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

and replacement of such Manager and the Servicer and, in the event the Initial Member decides 

to retain a new Servicer, to enter into a new Servicing Agreement between the successor 

Manager (and/or the Company) and the Servicer or to effect an assignment of the existing 

Servicing Agreement from the removed Manager (in its individual capacity) to the successor 

Manager (and/or the Company). Notwithstanding the foregoing, if any of the Purchase Money 

Notes are outstanding, the Purchase Money Notes Guarantor shall have the same rights under 

this Section 12.4(c) as the Initial Member. 

(d) Cooperation To Facilitate Transfer. In the event any of the Manager, a 

Servicer or a Subservicer is terminated pursuant to the provisions of this Article XII, the 

Manager (in its individual capacity) shall, and shall cause any Servicer (and any Subservicer) to, 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
provide the Initial Member and any successor Manager or Servicer in a timely manner with all 

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

Initial Member or any successor Manager or Servicer to enable such Person to assume the 

responsibilities as Manager under this Agreement and any applicable Servicing Agreement, and 

to cooperate with the Initial Member in effecting the termination of any Servicer (or Subservicer) 

or the Manager's rights as "Manager" under this Agreement, including, in each case subject to 

applicable requirements in the Custodial and Paying Agency Agreement and the Reimbursement 

and Security Agreement, (x) the transfer within one (1) Business Day to such account as the 

Initial Member may specifY of all cash amounts which, at the time, shall be or should have been 

credited to the Collection Account or are thereafter received with respect to any Mortgage Loans 

or Acquired Property, and (y) the transfer of all lockbox accounts with respect to which 

payments or other amounts with respect to the Mortgage Loans are directed or the redirection of 

all such payments and other amounts to such account as the Initial Member may specifY, and (z) 

the assignment to the Initial Member (or the applicable successor Manager or Servicer as 

indicated by the Initial Member) of the right to access all such lockbox accounts, the Collection 

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

payments are deposited or held. The Manager (in its individual capacity) shall be liable for all 

costs and expenses incurred by the Initial Member or the Company (x) associated with the 

complete transfer of the servicing data, (y) associated with the completion, correction or 

manipulation of servicing data as may be required to correct errors or insufficiencies in the 

servicing data to enable the Initial Member and any successor Manager and successor Servicer 

(and Subservicers) to service the Mortgage Loans and Acquired Property properly and 

effectively, and (z) to retain and maintain the services of a successor Manager and/or successor 

Servicer (and any Subservicers), it being understood that, as to the compensation to be paid to 

the successor Manager (and servicing fees due and payable to any Servicer or Subservicer 

engaged by or through such successor Manager), the removed Manager shall be responsible only 

for the portion of such compensation and fees that, as of any particular Distribution Date, are in 

excess of the Management Fee payable to the successor Manager on such Distribution Date. 

Within a reasonable time after receipt of a written request of the Manager (in its individual 

capacity) for the same, the Initial Member shall provide reasonable documentation evidencing 

such costs and expenses, but the Initial Member's right to reimbursement of such costs and 

expenses (and to exercise offset rights under Section 4.6(h) on account thereof) shall not be 

subject to or contingent upon the provision of such documentation. 

(e) Power of Attorney. The Company hereby irrevocably constitutes and 

appoints the Initial Member and any officer or agent thereof, with full power of substitution, as 

its true and lawful attorney-in-fact for the purposes of this Agreement and allowing the Initial 

Member to perfect, preserve the validity, perfection and priority of, and enforce any Lien granted 

by this Agreement and, after the occurrence and during the continuance of any Event of Default, 

to exercise its rights, remedies and powers and privileges under this Agreement. This 

appointment as attorney-in-fact is irrevocable and coupled with an interest until this Agreement 

is terminated and the security interests created hereby are released. Without limiting the 

generality of the foregoing, but subject at all times to the rights of a secured party under the 

Reimbursement and Security Agreement, the Initial Member shall be entitled under this Section 

12.4(e) to do any ofthe following if an Event of Default has occurred and is continuing: (i) ask, 

FDIC SFR 2010·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
demand, collect, sue for, recover, receive and give receipt and discharge for amounts due and to 

become due under and in respect of any or all of the Mortgage Loans; (ii) file any claims or take 

any action or proceeding in any court of law or equity that the Initial Member may reasonably 

deem necessary or advisable for the collection or other enforcement of all or any part of the 

Mortgage Loans, defend any suit, action or proceeding brought against the Company with 

respect to any Mortgage Loan, and settle, compromise or adjust any such suit, action or 

proceeding; (iii) execute, in connection with any sale or disposition of the Mortgage Loans, any 

endorsements, assignments, bills of sale or other instruments of conveyance or transfer with 

respect to all or any part of the Mortgage Loans; (iv) enforce the rights of the Company under 

any provision of any Servicing Agreement to the extent permitted thereunder and under the terms 

of this Agreement; (v) pay or discharge taxes and Liens levied or placed on the Mortgage Loans; 

(vi) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal 

with any of the Mortgage Loans as fully and completely as though the Initial Member were the 

absolute owner thereof for all purposes; and (vii) do, at the Initial Member's option and the 

Company's expense, at any time and from time to time, all acts and things that the Initial 

Member reasonably deems necessary to protect, preserve, or realize upon the Mortgage Loans 

and the Initial Member's security interests in any Secured Assets and to effect the intent of this 

Agreement, all as fully and effectively as the Company might do. Anything in this Section 

12.4(e) to the contrary notwithstanding, the Initial Member agrees that it shall not exercise any 

right under the power of attorney provided for in this Section 12.4(e) unless an Event of Default 

shall have occurred and be continuing. 

12.5 Interim Management Fee and Interim Servicing Fee; Management Fee. 

For each Due Period (and as determined separately for each Group of Mortgage Loans), (a) with 

respect to any Group of Mortgage Loans for which the Servicing Transfer Date has not occurred 

as ofthe first day of such Due Period, the Company shall pay the Interim Management Fee to the 

Manager and the Interim Servicing Fee to the Initial Member, and (b) for each Group of 

Mortgage Loans for which the Servicing Transfer Date has occurred as of(or occurs on) the first 

day of such Due Period, the Company shall pay the Management Fee to the Manager. Each such 

payment of any Interim Servicing Fee, Interim Management Fee and Management Fee shall be 

made in the manner described in the Custodial and Paying Agency Agreement (and, as 

applicable, on the Distribution Date with respect to the applicable Due Period). In the event the 

Manager is removed and replaced by the Initial Member or the Purchase Money Notes Guarantor 

in accordance with Section 12.4 above, the Management Fee and Interim Management Fee shall 

thereafter be payable to the Initial Member or successor Manager, as determined by the Initial 

Member or the Purchase Money Notes Guarantor pursuant to such Section 12.4. 

12.6 Servicing Expenses. Subject to Section 3.3 ofthe Contribution Agreement 

(with respect to the Interim Servicing Period), from and after the Closing Date (and, with respect 

to each Mortgage Loan, from and after the Servicing Transfer Date with respect thereto), the 

Manager shall cause the Company to pay, from available Company funds (in the Collection 

Account, the Liquidity Account or any other applicable Company account the funds of which 

may be used for such purpose or otherwise through Excess Liquidity Advances funded by the 

Manager) all amounts due as Servicing Expenses (or, as applicable, Pre-Approved Charges) in a 

timely manner, and in each case in accordance to applicable requirements set forth in the 

Custodial and Paying Agency Agreement (and, as applicable, the Contribution Agreement); 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy \'.7 
provided, however, that anything to the contrary herein or in any Ancillary Document 

notwithstanding, the Manager shall not have an obligation to fund Excess Liquidity Advances for 

purposes of the payment by the Company of (i) any Pre-Approved Charges, or (ii) any specific 

Servicing Expense relating to a Mortgage Loan to the extent that the Manager has reasonably 

determined in accordance with the Servicing Standard that such Servicing Expense, if so paid, 

when combined with all unreimbursed previous Servicing Expenses, Funding Draws and PreApproved Charges with respect to such Mortgage Loan (and any remaining amounts owing to 

the Initial member with respect to its servicing of such Mortgage Loans during the Interim 

Servicing Period pursuant to Sections 2.3, 2.4 and il ofthe Contribution Agreement), would not 

ultimately be recoverable from the Mortgage Loan Proceeds for such Mortgage Loan. All 

Servicing Expenses (and Excess Liquidity Advances for the funding of the same) shall be 

reimbursed in accordance with the Custodial and Paying Agency Agreement. 

12.7 Use of Mortgage Loan Proceeds. 

(a) Permitted Payments. Subject to Section l2.7(b), each month the Mortgage 

Loan Proceeds shall be utilized and distributed in the manner set forth in the Custodial and 

Paying Agency Agreement following receipt by the Paying Agent from the Manager of the 

Distribution Date Report required to be provided under Section 7.4(b). 

(b) Costs That Are Not Reimbursable. Notwithstanding anything else to the 

contrary contained herein or in any Ancillary Document, without the prior written consent of the 

Initial Member (which may be withheld in the Initial Member's sole and absolute discretion), in 

no event may the Manager deduct, from the Mortgage Loan Proceeds, or otherwise use Mortgage 

Loan Proceeds to reimburse itself or any Servicer or Subservicer or pay for, any of the following 

(all of which shall be borne by the Manager in its individual capacity) (collectively, the 

"Excluded Expenses"): 

(i) any expenses or costs that are not incurred in accordance with the 

Servicing Standard or, to the extent applicable, the Fannie Mae Guidelines; 

(ii) any expenses or costs that are paid to any Affiliate of the Manager 

or the Company, or any Affiliate of any Servicer or any Subservicer; provided, 

Excluded Expenses under this clause (ii) do not include amounts payable to the 

Servicer pursuant to the Servicing Agreement or to any Subservicer pursuant to 

any Subservicing Agreement that would be deemed Excluded Expenses under this 

clause (ii) solely as a result of such Servicer or Subservicer being an Affiliate of 

the Manager or the Company, so long as such amounts would otherwise constitute 

Servicing Expenses but for application ofthis clause Ciil; 

(iii) any fees or other compensation to or expenses of financial 

advisers, except to the extent the same are incurred as brokerage fees or sales 

commissions incurred (x) to market or sell the Mortgage Loans or any Acquired 

Property in a Bulk Sale, the terms of which Bulk Sale (including the financial 

adviser's or broker's fees) are approved in advance by the Initial Member); and 

FDIC SFR 2010·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(y) in connection with the marketing or sale of any Acquired Property (including 

any REO Property) or any portion thereof on an individual basis; 

(iv) any fine, tax or other penalty, late fee, service charge, interest or 

similar charge, costs to release Liens or any other costs or expenses (including 

legal fees and expenses) incurred by or on behalf of the Company or any Manager 

(in its capacity as such or in its individual capacity) as a result of the Company's 

or any Manager's or the Servicer's or any Subservicer's failure to service any 

Mortgage Loan or Underlying Collateral properly in accordance with the 

applicable Mortgage Loan Documents, this Agreement, the Servicing Agreement, 

any Subservicing Agreement or otherwise, or failure to make a payment in a 

timely manner, or failure otherwise to act in a timely manner; 

(v) any interest on any amounts paid by any Person with respect to any 

Servicing Expenses or Pre-Approved Charges; 

(vi) any overhead or administrative costs (whether or not attributable to 

the servicing, the subservicing or the management of any Mortgage Loan) 

incurred by the Company, any Manager or any other Person (including any travel 

expenses and any expenses incurred by any Manager, the Company or any 

Servicer or Subservicer to comply with Section 4.3, Section 7.2, Section 7.3, 

Section 7.4 and Section 7.5), in each case other than Reimbursable Company 

Administrative Expenses; 

(vii) any servicing, management or similar fees paid to the Servicer, any 

Subservicer or any other Person; 

(viii) any expenses incurred by the Company, the Manager or any other 

Person (x) to become a MERS member or to maintain the Company, the Manager 

or such other Person as a MERS member in good standing, or (y) to remove any 

Mortgage Loan from the MERS® System in connection with any voluntary 

removal by or at the direction of the Manager (as permitted in Section 12.3(g) 

hereof), it being understood that any such removal dictated by default, foreclosure 

or similar legal or MERS requirements shall not be considered a voluntary 

removal for purposes ofthis clause; or 

(ix) any amounts subject to the indemnity obligations of the Private 

Owner under Section 4.6 of this Agreement or of the Servicer under Section 8.2 

ofthe Servicing Agreement. 

12.8 Collection Account. On the Closing Date, the Manager shall cause the 

Company to establish and maintain the Collection Account with the Paying Agent in accordance 

with the Custodial and Paying Agency Agreement. The Collection Account (and all funds 

therein) shall be subject to the security interest granted under the Reimbursement and Security 

Agreement and to the Account Control Agreement under the Custodial and Paying Agency 

Agreement. 

FDIC SFR 20 10·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
12.9 Distribution Account. On the Closing Date, the Manager shall cause the 

Company to establish the Distribution Account with the Paying Agent in accordance with the 

Custodial and Paying Agency Agreement. The Distribution Account (and all funds therein) shall 

be subject to the security interest granted under the Reimbursement and Security Agreement and 

to the Account Control Agreement under the Custodial and Paying Agency Agreement. 

12. I 0 [Reserved] 

12.11 Liquidity Account. 

(a) Establishment of Liquidity Account. On the Closing Date, the Manager 

shall cause the Company to establish the Liquidity Account with the Paying Agent for the 

exclusive purpose of holding a reserve to cover Operating Expenses to the same extent, and in 

the same order of priority, as are applicable to Mortgage Loan Proceeds in accordance with the 

terms hereof and the Custodial and Paying Agency Agreement. The Liquidity Account (and all 

funds therein) shall be subject to the security interest granted under the Reimbursement and 

Security Agreement and to the Account Control Agreement under the Custodial and Paying 

Agency Agreement. 

(b) Funding the Liguiditv Account. The Initial Member and the Private 

Owner shall fund, pro rata, the Liquidity Account in accordance with the terms of the Custodial 

and Paying Agency Agreement. 

(c) Use of the Liquidity Account. The Manager or (in relation to its interim 

servicing obligations) the Initial Member may direct the Company to withdraw funds from the 

Liquidity Account only to cover Operating Expenses in accordance with Section 3.7 of the 

Custodial and Paying Agency Agreement or as otherwise agreed to with the Initial Member. The 

Manager shall not permit withdrawals from the Liquidity Account for any other purpose; 

provided, that, after the occurrence of the Purchase Money Notes Maturity Date, the Manager 

may cause the release of funds from the Liquidity Account (including for purposes of 

distributions to the Members) in accordance with, and subject to, the terms of the Custodial and 

Paying Agency Agreement. With respect to any Mortgage Loan, on the Servicing Transfer Date, 

the Initial Member shall be reimbursed from the Liquidity Account or ifthere are not sufficient 

funds on deposit in the Liquidity Account, through Excess Liquidity Advances, for an amount 

equal to all Operating Expenses (and any advance of the Initial Member that is reimbursable 

pursuant to the Contribution Agreement) paid by it at any time after the Cut-Off Date and on or 

before such Servicing Transfer Date (to the extent the same have not been otherwise reimbursed 

pursuant to the Contribution Agreement or Custodial and Paying Agency Agreement). 

(d) Permitted Investments. The Liquidity Account shall be invested in 

Permitted Investments in accordance with the Custodial and Paying Agency Agreement. 

12.12 Certain Servicing and Mortgage Loan Administration Decisions. The 

Manager shall have full power and authority, acting alone or through any Servicer or 

Subservicer, to cause to be done any and all things in connection with the servicing and 

administration of the Mortgage Loans that the Manager may deem necessary or desirable, and 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
cause to be made all servicing decisions in its reasonable discretion, subject to its obligation to 

comply with the Servicing Standard and other applicable provisions herein and in the Ancillary 

Documents. Upon the occurrence of an event of default under any of the Mortgage Loan 

Documents, but subject to the other terms and conditions of this Agreement (including the 

Servicing Standard), the Manager 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 interests of the 

Company in the Mortgage Loan and the Underlying Collateral, (ii) the declaration and recording 

of a notice of such default and the acceleration of the maturity of the Mortgage Loan, (iii) the 

institution of proceedings to foreclose the Mortgage Loan Documents securing the Mortgage 

Loan pursuant to the power of sale contained therein or through a judicial action, (iv) the 

institution of proceedings against any Obligor, (v) the acceptance of a deed in lieu of foreclosure, 

(vi) the purchase of the real property Underlying Collateral at a foreclosure sale or trustee's sale 

or the purchase of the personal property Underlying Collateral at a Uniform Commercial Code 

sale, and (vii) the institution or continuation of proceedings to obtain a deficiency judgment 

against such Borrower or any Obligor. Notwithstanding any provision to the contrary herein, the 

Manager shall not, and shall not cause any Servicer or Subservicer to, take any action that is 

inconsistent with or prohibited by the terms of the Reimbursement and Security Agreement or 

the Custodial and Paying Agency Agreement without the prior written consent of the Initial 

Member. 

12.13 Management and Disposition of Underlying Collateral. Subject to the 

other terms and conditions of this Agreement (including the Servicing Standard), and the 

Reimbursement and Security Agreement, the Manager shall have full power and authority, acting 

alone or through any Servicer and any Subservicer, to cause to be done any and all things in 

connection with the Manager's management of any Underlying Collateral or Acquired Property 

that the Manager may deem necessary or desirable and cause to be made all asset management 

decisions in its reasonable discretion. Notwithstanding the foregoing, prior to the acquisition of 

any Underlying Collateral that constitutes real property by foreclosure, acceptance of a deed in 

lieu of foreclosure or through a short sale, the Manager, acting alone or through any Servicer or 

Subservicer, shall obtain an Appraisal of the Fair Market Value of such Underlying Collateral 

and, subsequent to the purchase at a foreclosure sale or upon acceptance of such deed in lieu of 

foreclosure, shall thereafter cause such Underlying Collateral to be held on the books of the 

Company at the Appraised Value. 

12.14 Acquisition of Underlying Collateral. 

(a) If title to any Underlying Collateral that constitutes real property is to be 

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

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

in the name of an Ownership Entity; provided, however, that for any REO Property with respect 

to which there exists any Environmental Hazard, a separate Ownership Entity will hold title to 

each such REO Property. 

(b) Nothing in this Article XII or anything else in this Agreement shall be 

deemed to affirmatively require the Manager to cause the Company to acquire all or any portion 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pooll\os. 24020 and 24021 

Guffy v.7 
of any REO Property with respect to which there exists any Environmental Hazard. Except as 

otherwise directed by the Manager, the Manager shall not permit the Servicer or any Subservicer 

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

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

actual or threatened Environmental Hazard known to the Manager by foreclosure, deed in lieu of 

foreclosure, power of sale or sale pursuant to the Uniform Commercial Code or otherwise. Prior 

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

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

otherwise), the Manager shall, and prior to the acquisition of title to any residential REO 

Property (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale 

pursuant to the Uniform Commercial Code, or otherwise), the Manager may, cause to be 

commissioned with respect to such REO Property either (i) a Transaction Screen Process 

consistent with ASTM Standard E 1528-06, by an environmental professional or (ii) such other 

site inspections and assessments by a Person who regularly conducts environmental audits using 

customary industry standards as would customarily be undertaken or obtained by a prudent 

lender in order to ascertain whether there are any actual or threatened Environmental Hazards (a 

"Site Assessment"), and the cost of such Site Assessment shall be deemed to be a Servicing 

Expense as long as the costs for such Site Assessment were not paid to any Affiliate of the 

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

(c) The Company shall be the sole member of any Ownership Entity. The 

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

construction of such Underlying Collateral and to operate the Underlying Collateral as efficiently 

as possible in order to minimize financial loss to the Company, and the Purchase Money Notes 

Guarantor and to sell the REO Property as promptly as practicable in a way designed to 

minimize financial loss to the Company and the Purchase Money Notes Guarantor. 

12.15 Administration of REO Properties. The following terms and conditions 

shall be binding on the Company and the Ownership Entities (and on the Manager's performance 

of its obligations hereunder) with respect to any REO Properties, in addition to any other terms 

and conditions concerning the same subject matter set forth in this Agreement and any of the 

other Ancillary Documents: 

(a) Insurance. With respect to each REO Property, the Manager shall cause 

the applicable Ownership Entity to maintain, with financially sound and reputable insurers, 

insurance (including, as applicable, public liability insurance, property insurance, flood 

insurance, boiler and machinery insurance, business interruption or rent insurance and other 

insurance), in such amounts, with such deductibles, covering such risks and otherwise on such 

terms and conditions, in each case as are customarily maintained by property owners for other 

real property and buildings similar to such REO Property in the area in which such REO 

Property is located, all as determined by the Manager in accordance with the Servicing Standard 

and the provisions of this Agreement and the Ancillary Documents. All insurance policies shall 

name the Collateral Agent, the Manager and the Company as an additional insured, loss payee or 

mortgagee thereunder, as applicable, as its interest may appear. Each policy shall provide that 

such policy may not be cancelled or materially changed except upon thirty (30) days' prior 

written notice to the Company and to the Collateral Agent, and shall further provide that no act 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
or thing done by the applicable Ownership Entity shall invalidate any policy as against the 

Collateral Agent. 

(b) Leasing Covenants. With respect to each REO Property, the Manager 

shall cause the applicable Ownership Entity to (i) perform the obligations that such Ownership 

Entity is required to perform under the leases to which it is a party in all material respects and (ii) 

enforce, in accordance with commercially reasonable practices for properties similar to the 

applicable REO Property, the material obligations to be performed by the tenants under such 

leases. 

(c) Zoning. The Manager shall not permit any Ownership Entity to initiate or 

consent to any zoning reclassification of any portion of the REO Property owned by such 

Ownership Entity, or use or permit the use of any portion of an REO Property in any manner that 

could result in such use (taking into account any applicable variance obtained in accordance with 

the Servicing Standard) becoming a non-conforming use under any zoning ordinance or any 

other applicable land use Law, rule or regulation, without the prior consent of the Initial Member 

and the Collateral Agent. 

(d) No Joint Assessment. The Manager shall not permit any Ownership 

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

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

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

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

assessed or levied or charged to such REO Property. 

(e) Maintenance, Repairs and Alterations. From and after the completion of 

any buildings or other improvements at an REO Property, the Manager shall cause the applicable 

Ownership Entity to maintain such REO Property in a good and safe condition and repair 

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

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

Documents) and in accordance with applicable Law. 

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

Property shall, in their respective property management agreements or by separate agreement, 

subordinate their rights under such agreements (including their right to receive management fees) 

to the rights and interest of the Collateral Agent under the applicable REO Mortgage (as defined 

in the Reimbursement and Security Agreement). 

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

ground or other lease (in each case, a "ground lease"), the Manager shall cause the applicable 

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

pursuant to the provisions ofthe applicable ground lease as and when such rent or other charge is 

payable, and (ii) diligently and timely perform and observe all of the terms, covenants and 

conditions binding on the tenant under the ground lease. The Manager shall not permit the 

applicable Ownership Entity to subordinate or consent to the subordination of any ground lease 

to any mortgage, lease or other interest on or in the ground lessor's interest in the applicable 

FDIC SFR 2010·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
REO Property without the prior consent of the Collateral Agent unless such subordination is 

required under the provisions of such ground lease. 

(h) Additional Construction Covenants. In the event the Manager elects to 

fund the construction of the REO Property (pursuant to Funding Draws for such purpose), then 

the Manager shall cause each Ownership Entity to pursue with diligence the construction of the 

REO Property owned by such Ownership Entity (i) in accordance with the construction, 

construction management (if any) and all other material contracts relating to such construction, 

and all requirements of Law, all restrictions, covenants and easements affecting such REO 

Property, and all applicable governmental approvals, (ii) in substantial compliance with the plans 

and specifications therefor as in existence on the Closing Date and as thereafter modified by the 

Manager in its business judgment exercised in accordance with the Servicing Standard and 

applicable provisions in this Agreement and the Ancillary Documents, (iii) in a good and 

workmanlike manner and free of defects, (iv) in a manner such that such REO Property remains 

free from any Liens, claims or assessments (actual or contingent) for any material, labor or other 

item furnished in connection therewith and (v) in conformance with the requirements for 

Funding Draws. 

(i) REO Property Generally. Notwithstanding any other provision of this 

Section 12.15 to the contrary, (i) in operating, managing, leasing or disposing of any REO 

Property, the Manager shall act in the best interests of the Company, and the members and 

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

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

Agreement or any Ancillary Document, the Manager shall not be required to act in accordance 

with a specific provision of this Section 12.15 if such action is (A) not in the best interests of 

Company and the members and creditors of the Company (including the FDIC in its various 

capacities), as determined by the Manager in the exercise of its reasonable discretion, or (B) not 

in accordance with the Servicing Standard. 

U) Reports. The Manager shall furnish to the Initial Member and the 

Collateral Agent such reports regarding the construction, leasing and sales efforts of or relating 

to the REO Property as the Initial Member or the Collateral Agent shall reasonably request. 

12.16 Releases of Underlying Collateral. Manager is authorized to cause the 

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

Collateral upon payment of any Mortgage Loan in full and satisfaction in full of all of the 

secured obligations with respect to a Mortgage Loan, upon receipt of a discounted payoff as 

payment in full of a Mortgage Loan, or upon a sale ofthe Mortgage Loan to any Person, in each 

case as and to the extent permitted hereunder and under the Reimbursement and Security 

Agreement. 

12.17 Clean-Up Call Rights. 

(a) Each of the Initial Member and, until all amounts owing under the 

Purchase Money Notes have paid in full and all reimbursement and other obligations to the FDIC 

under the Reimbursement and Security Agreement have been satisfied in full, the Purchase 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Money Notes Guarantor shall have the right, exercisable in its sole and absolute discretion, to 

require the liquidation and sale, for cash consideration, of any remaining Mortgage Loans and 

Acquired Property held by the Company or any Ownership Entity (the "Clean-Up Call") at any 

time after the earlier to occur of {i) the seventh (7th) anniversary of the Closing Date and (ii) the 

date on which the then Unpaid Principal Balance is ten percent (I 0%) or less of the Unpaid 

Principal Balance as ofthe Cut-OffDate as set forth on the Mortgage Loan Schedule. 

(b) In order to exercise its rights under this Section 12.17, Initial Member or 

the Purchase Money Notes Guarantor, as applicable, shall give notice in writing to the Manager, 

setting forth the date by which the remaining Mortgage Loans and Acquired Property are to be 

liquidated by the Company, which date shall be no less than one hundred fifty (150) calendar 

days after the date of such notice. 

(c) The Manager shall proceed expeditiously to cause to be commenced the 

liquidation ofthe remaining Mortgage Loans and Acquired Property by means of sealed bid sales 

to Persons other than Affiliates of the Company, the Servicer or any Subservicer, or Affiliates of 

the Servicer or any Subservicer. The selection of any financial adviser or other Person, broker or 

sales agent retained for the liquidation of the remaining Mortgage Loans and Acquired Property 

pursuant to this Section 12.17 shall be subject to the prior approval of the Initial Member or the 

Purchase Money Notes Guarantor, as applicable, such approval not to be unreasonably withheld, 

delayed or conditioned as long as the fees to be charged by such financial adviser or other 

Person, broker or sales agent are reasonable and such Person is not an Affiliate ofthe Manager or 

any Servicer or Subservicer. In the event the remaining Mortgage Loans and Acquired Property 

are not liquidated by the date specified in the notice provided by the Initial Member or the 

Purchase Money Notes Guarantor, as applicable, pursuant to Section 12.17(b), Initial Member or 

the Purchase Money Notes Guarantor, as applicable, shall be entitled to liquidate the remaining 

Mortgage Loans and Acquired Property in its discretion and the Manager shall, and shall cause 

the Company to, cooperate and assist with such liquidation to the extent reasonably requested by 

the Initial Member or the Purchase Money Notes Guarantor, as applicable. In the event the 

Manager or any Affiliate thereof desires to bid to acquire the remaining Mortgage Loans and 

Acquired Property, then the Initial Member or the Purchase Money Notes Guarantor, as 

applicable, shall be entitled to liquidate the remaining Mortgage Loans and Acquired Property in 

as its discretion. In the event Initial Member or the Purchase Money Notes Guarantor, 

applicable, undertakes to liquidate the remaining Mortgage Loans and Acquired Property 

pursuant to this Section 12.17(c). all costs and expenses incurred by it shall be deducted from the 

Mortgage Loan Proceeds and retained by the Initial Member or the Purchase Money Notes 

Guarantor, as applicable, and the remaining Mortgage Loan Proceeds shall be distributed in 

accordance with Section 9.2. 

12.18 Certain Transfer Obligations. Without limitation of other obligations of 

the Manager with respect to the Contribution Agreement, the Manager agrees to cause the 

Company to comply with its obligations under the Contribution Agreement with respect to 

preparing, furnishing, executing and recording transfer documents with respect to the Mortgage 

Loans (including special warranty deeds to convey the real property subject to any Contract for 

Deed and any Acquired Property to the Company). Any title curative work with respect to such 

real property, if required, shall be at the Company's sole cost and expense. 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
ARTICLE XIII 


Miscellaneous 


13.1 Waiver of Rights of Partition and Dissolution. Each Member (other tban 

the Initial Member) hereby irrevocably waives all rights it may have at any time to maintain any 

action for division or sale of the Company Property as now or hereafter permitted under any 

applicable Law. Each Member (other than the Initial Member) hereby waives and renounces its 

rights to seek a court decree of dissolution or to seek the appointment of a court receiver for the 

Company as now or hereafter permitted under any applicable Law. 

13.2 Entire Agreement; Other Agreements. 

(a) This Agreement, together with the Annexes, Schedules and Exhibits 

hereto and the Ancillary Documents (and any other agreements expressly contemplated hereby 

or thereby), constitutes the entire agreement and understanding, and supersedes all other prior 

agreements and understandings, both written and oral, between the Members or their respective 

Affiliates or any of them and the Company with respect to the subject matter hereof; provided, 

that any Confidentiality Agreement between the FDIC and the Private Owner or any Affiliates of 

the Private Owner (including by way ofjoinder) with respect to the transaction that is the subject 

of this Agreement and the Ancillary Documents shall remain in full force and effect to the extent 

provided therein, except that the Company's rights under Article VI of the Contribution 

Agreement shall not be deemed a repurchase option for purposes of Section 2 of any such 

Confidentiality Agreement. The Members acknowledge that certain agreements or other 

instruments are being (or were) executed by the Company, the Members and/or Affiliates of the 

Members simultaneously or otherwise in connection with the execution of this Agreement and 

that notwithstanding anything to the contrary contained in the foregoing sentence ofthis Section 

13.2, such agreements shall be effective and binding on the parties thereto in accordance with the 

terms thereof. 

(b) By executing this Agreement, the Manager agrees to be bound by the 

terms of the Ancillary Documents pursuant to which the Manager is expressly required to take or 

omit from taking certain actions, as in each case, with the same effect as if the Manager were a 

party to such Ancillary Document. 

13.3 Third Party Beneficiaries. Each of the FDIC and the Purchase Money 

Notes Guarantor, is hereby constituted an express third party beneficiary of this Agreement with 

respect to those provisions of this Agreement which expressly grant rights to such Person, and, 

as such, each is entitled to enforce such provisions of this Agreement as if such Person were a 

party hereto; provided that, upon occurrence of the Purchase Money Notes Maturity Date (and 

subject to any rights of the Purchase Money Notes Guarantor that, by their terms or nature, 

survive such date), the Purchase Money Notes Guarantor shall cease to have any of the specified 

rights set forth herein with respect to consents/approvals, exercise remedies following an Event 

of Default and receipt of reports and other information with respect to the continued operation of 

the Business, in each case (i) to the extent relating exclusively to the period following such 

Purchase Money Notes Maturity Date, and (ii) except as to any rights or remedies relating to (or 

the exercise or non-exercise of which rights or remedies would affect) the repayment of the 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v_7 
Purchase Money Notes in accordance with the terms hereof and of the Ancillary Documents, as 

determined by the Purchase Money Notes Guarantor in its sole and absolute discretion. Each 

Person ceasing to constitute the "Initial Member" under this Agreement (as a result of a 

Disposition of its LLC Interest) shall remain a third-party beneficiary of this Agreement with 

respect to Section 4.6 and, as such is entitled to enforce Section 4.6 as if such Person remained a 

party hereto. For the avoidance of doubt, in furtherance and without limitation of the preceding 

sentence, each Person comprising the "Initial Member" pursuant to the last sentence of Section 

4.6(a) may enforce the provisions of Section 4.6 with respect to itself and/or any other 

Indemnified Party(ies) in relation to itself (in its own name and/or in the name of and/or 

otherwise on behalf of such other Indemnified Party(ies)). Subject to Section 11.1 and to the 

immediately preceding sentence, (i) this Agreement is for the benefit solely of, and shall inure 

solely to the benefit of, the Members and the Company, and (ii) this Agreement is not 

enforceable by any Person (including any creditor of the Company or of any Member) other than 

the Members and the Company. 

13.4 Expenses. Except as may otherwise be expressly provided herein or in 

any Ancillary Document, each Member shall pay its own expenses (including legal, accounting 

investment banker, broker or finder's fees) incident to the negotiation and execution of this 

Agreement and the Ancillary Documents, the consummation of the transactions contemplated by 

Section 2.3 hereof and the performance of its obligations hereunder. 

13.5 Waivers and Amendments. 

(a) This Agreement may be amended or modified, and the terms hereof may 

be waived, only by a written instrument signed by all Members; provided, that, following an 

Event of Default, from time to time this Agreement may be amended or modified and/or the 

terms hereof may be waived, in each case, by a written instrument signed only by the Initial 

Member as long as such amendment, modification or waiver would not (i) adversely affect the 

Private Owner's or the Company's limited liability status; (ii) adversely affect the Private 

Owner's share of the Company's distributions, income, gains or losses; (iii) impose on the 

Private Owner any additional obligations or (iv) amend Section 3.13 or this Section 13.5; 

provided further, that in no event shall any amendment, modification or waiver limit or otherwise 

adversely affect the rights expressly granted in this Agreement to (x) any Person comprising the 

"Initial Member" pursuant to the last sentence of Section 4.6(a) (and/or any other Indemnified 

Party(ies) in relation to such Person) without the express written consent of such Person so 

comprising the "Initial Member" or (y) a third party beneficiary of this Agreement (to the extent 

such third party beneficiary is, and remains, a third party beneficiary pursuant to Section 13.3 

above) without the express written consent of such third party beneficiary. Except where a 

specific period for action or inaction is provided herein, no failure on the part of a Member to 

exercise, and no delay on the part of a Member in exercising, any right, power or privilege 

hereunder shall operate as a waiver thereof; nor shall any waiver on the part of such Member of 

any such right, power or privilege, or any single or partial exercise of any such right, power or 

privilege, preclude any other or further exercise thereof or the exercise of any other right, power 

or privilege. 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(b) Each of the Private Owner and the Company acknowledges and consents 

and agrees that the Initial Member may, subject to compliance with any applicable securities 

Laws but otherwise without restriction, assign, sell, transfer, participate, pledge, syndicate or 

otherwise transfer the Purchase Money Notes (or any replacement notes described below) in 

whole or in part and directly or indirectly (a "Note Disposition"), and that the Company shall at 

the request of the Initial Member, at the Company's own expense, cooperate with and assist the 

Initial Member in any such actual or proposed Note Disposition, including by: 

(i) providing information and documentation as may be requested by 

the Initial Member in connection therewith, including, without limitation, such 

information and documentation as may be required by securities disclosure and 

registration laws or as would be otherwise customarily provided in connection 

with the issuance or reissuance or sale ofthe Purchase Money Note; 

(ii) effecting such changes, amendments or modifications to this 

Agreement and the Ancillary Documents as the Initial Member may request or 

require in connection therewith, provided that, without the consent of the Private 

Owner, such changes, amendments and modifications shall not increase the 

aggregate principal amount of, or the interest rate on, or accelerate the maturity 

date of the Purchase Money Note (or any replacement promissory note(s)), 

impose additional prepayment obligations in respect of the Purchase Money Note, 

or otherwise increase in any material respect the financial obligations of the 

Company under the Purchase Money Note, the Reimbursement and Security 

Agreement or the Custodial and Paying Agency Agreement; or 

(iii) providing legal or other opinions, certificates and other closing 

documents in connection with the issuance or reissuance and delivery of the 

Purchase Money Notes in form and substance satisfactory to the Initial Member. 

Reasonable attorneys fees actually incurred in connection with the preparation of legal 

opinions, and for the review of certificates, closing documents and any amendments to this 

Agreement or any Ancillary Documents requested or required by the Initial Member or the 

Purchase Money Note Guarantor in connection with the replacement or reissuance and sale of 

the Purchase Money Note(s) shall constitute Reimbursable Company Administrative Expenses. 

For the avoidance of doubt, no legal fees or expenses associated with changes, clarifications or 

amendments to documents requested by the Private Owner shall constitute Reimbursable 

Company Administrative Expenses. 

(c) Notwithstanding anything to contrary contained elsewhere in this 

Agreement (including without limitation the foregoing Section 13.5(a) or in any Ancillary 

Document), this Agreement may be amended or modified by a written instrument signed only by 

the Initial Member to the extent determined by the Initial Member in good faith to be necessary 

or desirable in order to facilitate any Disposition by the Initial Member of only a portion of its 

Interest, or a Disposition by the Initial Member of its entire Interest to more than one Person, 

including to provide for more than two Persons being members of the Company; provided, that 

no such amendment or modification shall (i) adversely affect the Private Owner's or the 

FDIC SFR 2010·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
Company's limited liability status; (ii) adversely affect the Private Owner's share of the 

Company's distributions, income, gains or losses; (iii) impose on the Private Owner any 

additional obligations or (iv) amend Section 3.13 (other than to the extent that such amendment 

or modification amends or modifies which member or members of the Company shall constitute 

the "Initial Member" hereunder) or this Section 13.5. 

13.6 Notices. All notices, requests, demands and other communications 

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

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

by delivery by hand or by nationally recognized courier service, or by electronic mail (followed 

up by a hard copy delivered through an alternate manner permitted under this Section 13.6), in 

each case mailed or delivered to the applicable address or electronic mail address specified in, or 

in the manner provided in, this Section 13.6. All such notices, requests, demands and other 

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

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

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

relevant party hereto, and (B) if delivered by electronic mail (which form of delivery is subject to 

the provisions of this paragraph), when delivered and capable of being accessed from the 

recipient's office computer; provided, that any notice, request, demand or other communication 

that is received other than during regular business hours of the recipient shall be deemed to have 

been given at the opening of business on the next business day of the recipient. In no event shall 

a voice mail message be effective as a notice, communication or confirmation hereunder. From 

time to time, any party may designate a new address for purposes of notice to it hereunder by 

notice to such effect to the other parties hereto in the manner set forth in this Section 13.6. 

Ifto the Company, to: 

20 I 0-2 SFR Venture, LLC 


2180 Garnet Avenue, Suite 2E 


San Diego, CA 921 09 


Attention: Matthew Fistonich 


Email Address:·········· 

with a copy to: 

TPAMII, LLC 


800 Menlo Avenue, Suite 20 I 0 


Menlo Park, CA 94025 


Attention: 


Email Address: 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
If to the Initial Member or Purchase Money Notes Guarantor, to: 

Manager, Capital Markets & Resolutions 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email Address: RMalami@fdic.gov 

with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, VA 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

If to the Private Owner (including in its role as Manager and/or Tax Matter 

Member), to: 

TPAM II, LLC 

800 Menlo Avenue, Suite 210 

Menlo Park, CA 94025 

Attention: M1tttg~ 

Email Address: 

13.7 Counterparts; Facsimile Signatures. 

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

which shall be an original and all of which shall together constitute one and the same instrument. 

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

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

delivered by facsimile or other electronic means, shall be treated in 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. 

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

Agreement (including in Article VIII), this Agreement shall be binding upon and inure to the 

FDIC SFR 20 I0·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
benefit of the Members and the Company and their respective Successors and assigns. Without 

limitation of Section 8.4, this Agreement, as in effect on the date that any particular Person shall 

cease to be Member, shall continue to bind such Person in relation to the period during which it 

was Member. 

13.9 Compliance With Law; Severability. 

(a) Compliance With Law. Except as otherwise specifically provided herein, 

each party to this Agreement shall obey and comply with all applicable Laws, as they may 

pertain to such party's performance of its obligations hereunder. 

(b) Severability. Any provision of this Agreement which is prohibited or 

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

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

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

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

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

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

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

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

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

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

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

Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (x) modifY such provision (including without limitation, 

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

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

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

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

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

13.9(b) is intended to, or shall, limit (I) the ability of any party to this Agreement to appeal any 

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

13.11. 

13.10 Power of Attorney. 

(a) The Private Owner does hereby constitute and appoint the Manager as its 

true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, 

sign, acknowledge, deliver or file any certificate, document or other instrument that the Private 

Owner is required to execute and deliver pursuant to clause (a), (Q)_, .(£) or (4) of Section 4.3 

hereof. The foregoing notwithstanding, the Manager shall not have any right, power or authority 

to amend or modifY this Agreem~nt. The power of attorney granted hereby is coupled with an 

interest and shall (i) survive and not be affected by the subsequent death, incapacity, disability, 

dissolution, termination or bankruptcy of the Private Owner granting the same or the transfer of 

FDIC SFR2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
all or any portion of the Private Owner's LLC Interest and (ii) extend to the Private Owner's 

Successors, assigns and legal representatives. 

(b) The Company hereby grants to the Manager a limited power of attorney to 

execute all documents on its behalf in accordance with the Servicing Standard set forth above 

and as may be necessary to effectuate the Manager's obligations under Article XII until such 

time as the Company revokes said limited power of attorney. Revocation ofthe limited power of 

attorney shall take effect upon (i) the receipt by the Manager of written notice thereof from the 

Initial Member, or (ii) removal of the Manager in accordance with the terms of this Agreement; 

provided, however, in the event of such removal, the power of attorney granted hereunder shall 

thereafter automatically be vested in the successor or replacement Manager appointed in 

accordance with this Agreement. 

13.1 I Governing Law. THIS AGREEMENT IS GOVERNED BY AND 

SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF 

DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT 

MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT 

TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the 

provisions of this Agreement and any mandatory, non-waivable provision of the Act, such 

provision of the Act shall control to the extent necessary to eliminate such direct conflict. 

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

13. I2 Jurisdiction; Venue and Service. 

(a) Each of the Private Owner (for the avoidance of doubt, in any capacity, 

including as a Member and/or as the Manager) and the Company, in each case on behalf of itself 

and its Affiliates, hereby irrevocably and unconditionally: 

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

the Southern District 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 (in the case of the Private Owner and for the avoidance of doubt, in any 

capacity, including as a Member and/or as the Manager) or any of its Affiliates 

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

with this Agreement or any Ancillary Document, and waives any right to: 

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

other court or dispute-resolution forum (other than the Court in which the 

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

the Initial Member; 

(B) assert that venue ts Improper in either the United States 

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

District Court for the Dislricl ofCoiumbia; or 

FDIC SFR2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
(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 Chancery Court of the State of 

Delaware for any suit, action or proceeding against it (in the case of the Private 

Owner and for the avoidance of doubt, in any capacity, including as a Member 

and/or as the Manager) or any of its Affiliates commenced by the Initial Member 

arising out of, relating to, or in connection with this Agreement or any Ancillary 

Document, and waives any right to: 

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

other court or dispute-resolution forum without the consent of the Initial 

Member); 

(B) assert that venue is improper in the Chancery Court of the 

State of Delaware; or 

(C) assert that the Chancery Court of the State of Delaware is 

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by it (in the case of 

the Private Owner and for the avoidance of doubt, in any capacity, including as a 

Member and/or as the Manager) or any of its Affiliates against the Initial Member 

arising out of, relating to, or in connection with this Agreement or any Ancillary 

Document in only the United States District Court for the Southern District 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 Initial Member, and 

agrees to consent thereafter to transfer of the suit, action or proceeding to either 

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

United States District Court for the District of Columbia at the option of the Initial 

Member; and 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia 

both lack jurisdiction to hear a suit, action or proceeding falling within Section 

13.12(a)(iii), to bring that suit, action or proceeding in only the Chancery Court of 

the State of Delaware, and waives any right to remove or transfer such suit, action 

or proceeding to any other court or dispute-resolution forum without the consent 

ofthe Initial Member. 

(b) Each of the Private Owner (in any capacity, including as a Member and/or 

as the Manager) and the Company, in each case on behalf of itself and its Affiliates, hereby 

irrevocably and unconditionally agrees that any final judgment entered against it in any suit, 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
action or proceeding falling within Section 13.12(a) may be enforced in any court of competent 

jurisdiction; 

(c) Subject to the provisions of Section 13.12(d), each of the Private Owner 

(in any capacity, including as a Member and/or as the Manager) and the Company, in each case 

on behalf of itself and its Affiliates, and the Initial Member, hereby irrevocably and 

unconditionally agrees that service of all writs, process and summonses in any suit, action or 

proceeding pursuant to Section 13.12(a) or Section 13.12(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 13.6 (with copies to such other Persons as specified therein); provided, 

however, that nothing contained in this Section 13.12(c) shall affect the right of any party to 

serve process in any other manner permitted by Law; 

(d) Nothing in this Section 13.12 shall constitute consent to jurisdiction in any 

court by the FDIC (in any capacity, including as the Initial Member), other than as expressly 

provided in Section 13.12(a)(iii) and Section 13.12(a)(iv), or in any way limit the FDIC's (in any 

capacity, including as the Initial Member) right to remove, transfer, seek to dismiss, or otherwise 

respond to any suit, action, or proceeding against it (in any capacity, including as the Initial 

Member) in any forum. 

13.13 Waiver of Jury Trial. EACH OF THE PRIVATE OWNER AND THE 

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

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A 

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

AGREEMENT OR THE ANCILLARY DOCUMENTS AND AGREES THAT ANY SUCH 

DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

FDIC SFR2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed 

by their respective officers or agents thereunto duly authorized on the date first above written. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS SEPARATE 

CAPACITIES AS RECEIVER WITH 

RESPECT TO THE SEPARATE 

RECEIVERSHIPS FOR EACH OF THE 

FAILED BANKS LISTED ON SCHEDULE I 

HERETO 

By: 

. - - .. ~ .. Title: Attorney-in-Fact 

2010-2 SFR VENTURE, LLC 

By: · Federal Deposit Insurance Corporation, in 

its separate capacities as receiver with 

respect to the separate receiverships for each 

ofthe Failed Banks listed on Schedule I 

hereto 

By: 

p 

Title: Attorney-in-Fact 

[Signature Page to Amended and Restated Limited Liability Company Operating Agreement] 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffyv.7 
TPAM II, LLC, 


a Delaware limited liability company 


By: Turning Point Asset Management, LP, 


a Delaware limited partnership 


By: Turning Point Asset Management, LLC, 


a Delaware limited liability company 


[Signature Page to Amended and Restated Limited Liability Company Operating Agreement] 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

GuffY v.7 

NY2 2053692.3 
Annex I 


Member Schedule 


Member Percentage Interests Capital Capital 

Contributions to Contribntions1 

Liquidity Account 

Initial Member 50% $392,188.06 $27,500,000 

Private Owner 50% $392,188.06 $27,500,000 

1 The amounts listed in this column do not include Capital Contributions to the Liquidity Account. 

Annex 1-1 

FDIC SFR 2010·2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 
SCHEDULE I 


List of Failed Financial Institutions 


Multibank Structured Transaction SFR 20 I 0-2 

Closing Date 

July II, 2008 

April I 0, 2009 

April 24, 2009 

April 24, 2009 

April 24, 2009 

April 24, 2009 

May I, 2009 

May I, 2009 

May I, 2009 

May 8, 2009 

June 5, 2009 

June 26, 2009 

July 31, 2009 

August 14, 2009 

August 14, 2009 

September II, 2009 

Bank Name 

IndyMac Federal Bank, FSB 

New Frontier Bank 

American Southern Bank 

First Bank of Beverly Hills 

First Bank ofldaho 

Michigan Heritage Bank 

America West Bank 

Citizens Community Bank 

Silverton Bank, N.A. 

Westsound Bank 

Bank of Lincolnwood 

Community Bank of West 

Georgia 

Integrity Bank 

Community Bank ofNevada 

Union Bank, National 

Association 

Corus Bank, N.A. 

City 

Pasadena 

Greeley 

Kennesaw 

Calabasas 

Ketchum 

Farmington Hills 

Layton 

Ridgewood 

Atlanta 

Bremerton 

Lincolnwood 

Villa Rica 

Jupiter 

Las Vegas 

Gilbert 

Chicago 

State 

CA 

co 

GA 

CA 

ID 

Ml 

UT 

NJ 

GA 

WA 

IL 

GA 

FL 

NV 

AZ 

IL 

Fund 

10007 

10050 

10053 

10054 

10055 

10056 

10057 

10058 

10059 

10060 

10064 

10068 

10095 

10100 

10102 

10117 

Schedule 1-1 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

GuffY v.7 
EXHIBIT

FORM OF

CERTIFICATE OF FORMATION

OF

2010-2 SFR VENTURE LLC

Pursuant to and in accordance with the provisions of Section 18-201 of the

Delaware Limited Liability Company Act the undersigned hereby certifies that

FIRST the name of the limited liability company is 2010-2 SFR Venture LLC

the Company

SECOND the address of the registered office of the Company in the State of

Delaware is Corporation Trust Center 1209 Orange Street in the City of Wilmington County of

New Castle The name of the registered agent at such address is The Corporation Trust

Company

IN WITNESS WHEREOF the undersigned has executed this Certificate of

Formation of the Company on this 15th day of June 2010

By ___________________ 

Name Ralph Malami

Title Authorized Person

A-I

FDIC SFR 2010-2

Amended and Restated Limited Liability Company Operating Agreement

Pool Nos 24020 and 24021

Guffy v.7 
EXHIBITB 

INFORMATION; FORM OF MONTHLY REPORT 

[Attached] 

B-1 

FDIC SFR 2010-2 

Amended and Restated Limited Liability Company Operating Agreement 

Pool Nos. 24020 and 24021 

Guffy v.7 

EXHIBIT 

INFORMATION FORM OF MONTHLY REPORT 

B-I 

FDIC SFR 2010-2


Amended and Restated Limited Liability Compaiy Operating Agreement 

Pool Nos 24020 and 24021


Guffy v.7 
[Transaction Name) 

Cashflow and Distribution Report 


For Due Period Ending [insert date) 


COLLECTIONS 


jPrincipal collections 


1

1nterest collections 


'Loan sale proceeds, including short sales 


Mortgage insurance" claim proceeds 


REO liquidation proceeds 


Servicing Expenses Recovered 


Other Loan Proceeds (including late_ fees and penalties) 


Any payments made pursuant to Article VI of the Reimbursement 


- and Security Agreement 

Indemnity Payments made under Custodial Agreement 

Interest and earnings tfom Coiiection Account 

GROSS COLLECTIONS 

Other deposits to CollectiOn Account 

• Transferre~ fn?m Liquidity Account 

j

1 Excess Liquidity Adva~.ces made by Manager 

1

GROSS FUNDS AVAILABLE 

~~~ess authorized disb~r~ements from Collection Account 


Funded during Due Period: 


[ ~ervT~ing_Expenses paid
 ·I Pre-Approved Charges 

I Funding Draws 

~On the Business Day preceding the Distribution Date: 

1 Replenishment of i.iq~idity A~ount [ Reimbursement of Excess Liquidity Advances to Manager 


I 


jNETFUNDS AVAILABLE 


/Required advance from Liquidity Account 


Required Excess Liquidity Advance from Manager 


[Required withdra_wa_l from lnter~st Reserve Account 


i FUNDS DUE TO DISTRIBUTION ACCOUNT 


IDistributions pursuant to Priority of Payments in the Custodial 

Agreement 

[C~:~~t_o~.i.~~ Snd PB:Y~~-9 ~gent f~es· cind ~?<penses (and any indemnity 


payments u.nder Section 13.1(a) of Custodial Agreement) 


Interim Servicing Fee to Initial Member 


Interim Management Fee to Manager
 !Manag'eme"n"i Fee to Manager 


Interest due on Purchase Money Notes 
 !_lnte~est Reserve A~~ount peposit Amount


!Principal due on Purchase Money Note 

!Reimbursement due Note Guarantor 


t· TOTAL DISTRIBUTIONS DUE 


; 


jNET DISTRIBUTABLE CASH TO MEMBERS (if positive) $ 

' 

~DISTRIBUTION TO MEMBERS · 


· 'Distribution-to Initial Member (pro rata at respective LLC interest) $ 

[Transaction Name} 

Distribution to Private Owner (pro rata at respective LLC interest) ­ . TOTAL DISTRIBUTIONS TO MEMBERS $ " ' ' ! 

i ! ; CALCULATiON cii:'REQUIRED LIQUIDITY ACCOUNT ADVANCE ' ' Net Funds Available '$ " : I Less: Operat'ing ExPenses " ' 


! Total $ " ' 
 I ' 1Required Liquidity Advance (total above, if negative) " 

: i ' iCALCULA1

J"IDN OF REQUIRED EXCESS LIQUIDITY ADVANCE BY MANAGER ' 


Net Funds Available ' $ " 
 ' · ~igilidiiy Acc~u~i Advance " ! 

Less: Operating Expenses " 

·­ - Total ' $ " IRequired Excess Liquidity Advance (total above, if negative) " 

' 

INTERIM SERVICING FEE CALCULATION Total Loans REO 

JUPB, beginning of Due Period (with respect to each Mortgage Loan for' ' 

Iwhich interim servicing is provided by the Initial Member) . !$ " $ ­

Times interim servicing fee rate 0.250'/•i 0.375% ' Times nuniber of days in Due Period/360 " " : ' ' · -Jniel-irrlServiCing Fee due to Initial Member $ " :$ " $ " 

I ' 

: IINTERIM MANAGEMENT FEE C_ALCULATION ' Total ' 

; Loans REO 

UPB, beginning of Due Period (with respect to each Mortgage Loan for · ' 

w~ich !.~teri.m ~.ervi.cing is.provided b.~ the Initial Member) i !$ " $ " 

- . Time~ ~~.~t:19.~ment Fee r~~te _ . 0.500%! 0.750% I Times number of days in Due Period/360 " " i ' " Is 

I " :s "

Less: Interim SeNicing Fee to Initial Member i - I ! 

' interim Management Fee due..to Manager $ - ' ; ' 
 I ; 
 I 

MANAGEMENT FEE CALCULATION Total Loans REO i I ~ UPB, beginning of Due Period (with respect to each Mortgage Loan for 1 

which the Servicing Transfer Date has occurred as of first day in Due I 

Period) " $ " ~ i$ Ti!TI.~s..Man_ageme_nt Fee.rate 0.500% 0.750% 

Times number of days in Due Period/360 I " " 

Management Fee due to Manager $ " $ " $ " 

A_ep!_icable m~ly to.1~e l_nte!im S_ervicing_~eriod with respect to each Mortgage Loan. ; 

g~ Applicable to Due Periods following the Interim Servicino Period with resoect to each Mortoaae Loan. 
[Transaction Name] 

. .I I .. Loan & REO Rollforward Report 

For Due Period Ending [insert date] ' I 

i 

I 

LOANS 

I , 

Unpaid principal balance, [insert date] 

(-) !Payments received (regular and curtailments) 

(-) -~Paid-in-fullloans (-) Short sale proceeds 


H ·Mortgage insurance proceeds· . 


(:) UP_B, transfers to REO . 


(+) Balance capitalized on loan modifications 


(+) Commitments funded 


(-) Principal charge-offs 


Unpaid principal balance, [insert date] 

I 

I 

I 

REO 

I I

UPB of REO properties, [insert date] 

(+) !UPB on REO transfers in 

· (+) Jcapitalized post-acquisition costs 

H )Net liquidation proceeds 

.(+/-) 1

Realized Gain (Losses) 

UPB of REO properties, [insert date] 

For the Period from 

[Insert Date Range] 

#ASSETS AMOUNT 

,$ 

$ 

#ASSETS AMOUNT 

$ 
[Transaction Name] 

Recoverable Servicing Expenses (Advances) 


Monthly Rollforward For Due Period Ending [insert date]
 I . , 

(1) ! Other Total 

Tax and Recoverable Recoverable 

Insurance Servicing Servicing 

Advances Advances Advances 

Balance, [insert date] 	 $ $ 

(+) 	 Payments/Advances 

(-) 	 Advance Recoveries 

1$ 	 ~$_______.·~$_________ Balance, [insert dale] i.l:.---­

(2) (2) 

i . I. . ' 	 . 

(1) 	 Servicing Expenses, as defined in the LLC Operating Agreement, are authorized to be paid by 

withdrawal of funds from the Collection Account. For reporting purposes, Servicing Expenses 

recoverable from borrowers under the loan documents may be broken out into additional . 

and/or different fields at the discretion of the Manager. · 

(2) 	ILoan servicing system should include fields to capture and report balances in each category, 

l

and the category totals sho~ld agree to asset-l~vel detail tapes provided by the Manager : 

as of each month-end. 
- -

(Transaction Name] 

1 

Liqu idity Account 

Monthly Roll Forward 


For Due Period Ending [insert date] 


I 

Balance.after _activity for previous Due Period 

(:':) Interest and earnings on Liquidity Account 

Transfers to Collection Account: 

·- (-) f>"ayment of Operating Expenses 

(-) Payment of Funding Draws 

(-) Release of excess funds pursuant to Sections 3.7(c) and (d) of 

j the Custodial and Paying Agency. Agreement 

Balance, as of the Determination Date I 

(+)\Replenishment of Liquidity Account from Collection Account 

Balance, after replenishment from Collection Account $ 

1 

(1) Operating Expenses means any Servicing Expenses, Pre-Approved Charges, Management Fee, 

Interim Management Fee, Interim Servicing Fee or fees of the Custodian and Paying Agent. 

Calculation of Required Replenishment of Liquidity Account , 

UPB of the Mortgage Loans as of the Determination Date (last day; 

~~~~) $ 

Times 0.25% 0.25% 

liquidity Account Target [A] • $ 

Liquidity Account Balance as of the Determination Date [B] 

··Required replenishment from Collection Account (if positive) 1

[A]-[B]'$ 
Name

Monthly Roll Forwards

For Due Period Ending date

Extess Liquidity Advances

Balance after activity for previous Due Period

Advanced by Manager to Collection Account for

payment of Operating Expenses

Current period reimbursement from Collection

Account ______________ 

Balance after activity for current Due Period

Special Reserve Account

Balance beginning of Due Period

Interest and earnings on Special Reserve Account

Payment of expenses in connection with Event

of Default

Balance end of Due Period

Funding Draws

Amount of Current Unfunded Date of

Loan Number Purpose of Funding Draw Funding Draw UPB Commitment Draw

Total Funding Draws month ended
[Transaction Name) 

I 

Purchase Money Notes and Interest Reserve Account 

Monthly Roll Forward 


For Due Period Ending [insert date] 


I 

' Purchase Monel£ Note Monthll£ Roll 


Beginning note balance, after previous Due Period 


Distribution 


(-) Repayments of principal from current distributions 

Note balance after current Due Period Distribution 

Calculation of Interest Due on Purchase Monell: Notes 

:Aggregate unpaid principal balance of Purchase Money 

!Notes on Determination Date i

I 

Interest Rate 

Times 1/12 

' ' jlnterest due on Purchase Money Notes 

I 

iNote Guarantor Pa'{ments 


Balance, beginning of Due Period 


(+} 

(-) 

(+) 

(+) 

(-)' 

(-)1

' 1Balance, after current Due Period Distributions 

I 

Calculation of interest Reserve Del!osit Amount 

Initial Prjncipal Amount of the Notes .as of the Closing Date 

Times Maximum Note Interest Rate 

Interest Reserve Target 

Interest Reserve Account Balance as of the Distribution Date 

JInterest Reserve Deposit Amount (if positive} 

Draws, current month 

Repayments, current month 

Balance, end of Due Period 

Interest Reserve Account Monthly Roll 

Balance, after previous Due Period Distributions 

Interest Reserve Deposit Amount from current distributions 

Interest and earnings onInterest Reserve Account 

Interest payment shortfall due on Purchase Money Notes 

Parity Payments to Noteholders 

' 

' 

$ -

- : 

' $ -

$ -

2.50% 

' 1/12 

$ -

$ -

-

-

$ -

' I 

i •$ -

- ' ' -

' 

I -

- : 

: .$ 

' 

. 

2.50% 

[A) $ -

[B) . 

,[A]·[B] $ -
I 

I 

[Transaction Name] 

! 

Incentive Threshold Tracking Report 

For Due Period Ending [insert date] 

A(Jgre(Jate Cash Distributions to Private Owner, as of preceding Distribution Date ;$ ­ (+) Current month distribution to Private Owner pursuant to Priority of Payments ­

Aggregate Cash Distributions to Private Owner, as of the current Distribution Date $ ­

Incentive Threshold Base Amount . -· ­

Transferred LLC Interest Sale Price ­ _ Am_ount deposited into Li_quidity Account by Private Owner at Closing ­ i 

$ ­

INCENTIVE THRESHOLD EVENT 

Occurs as of a Distribution Date if: 

(a) !the aggregate distributions made to the Private Owner pursuant to the Priority of 

Payments are equal to or greater than 2 times the Incentive Threshold Base Amount and : 

(b) the Incentive Threshold as of such Distribution Date is equal to zero. 

Aggregate cash distributions to Private Owner :$ ­ Incentive Threshold Base Amount • 2 ­

Distributions Remaining to Incentive Threshold Event $ ­

Incentive Threshold, as of the preceding Distribution Date $ ­ (+) ·Threshold increase Amount ([1.8769]%) · -

(-) Current distributions to Private Owner pursuant to the Priority of Payments ­ ' - ·i:ncentive Threshold, as of the current Distribution Date $ 

Incentive Threshold Event met? YIN 
[Transaction Name] 

Other Reports 

For Due Period Ending [insert date] 

Withdrawals from Collection Account 

Manager hereby certifies that all withdrawals by the Manager from the Collection Account during the 

relevant Due Period were made in accordance with the terms of the Amended and Restated Limited 

Liability Company Operating Agreement and the Custodial Agreement: Y IN 

Delinquency Report 

#and$ by delinquency classification: Current, 30-59 days, 60-89 days, 90+ days, in foreclosure, in 

bankruptcy, REO 

Breakout of> 60 day delinquencies by collateral type, #and $ 

Breakout of> 60 day delinquencies by state,# and $ 

REO Report 

Listing ofREO properties held to include original loan number, date of ownership, description, collateral 

type, address, UPB (of the loan prior to foreclosure), net book value, listing date, estimated sale date, 

appraisal amount, original list price, current list price, cumulative Servicing Expenses allocable, broker 

name, and comments 

Modification Report 

Listing ofloans modified, to include borrower name, loan balance and terms before modification, loan 

balance and terms after modification. Show amounts of principal forgiven, if any, and principal 

forbearance amounts, if any. 

Liquidation Report 

Listing ofloans and REO properties liquidated, to include borrower name, UPB, net liquidation proceeds, 

cumulative Servicing Expenses, realized loss amount 

Short Sale Report 

Listing of loans for which short sales were accepted, to include borrower name, UPB, payoff accepted, 

realized loss amount 

Judgment Report 

Listing of Judgments obtained, to include borrower name, Judgment amount, current month and 

cumulative payments received, remaining balance 
[Transaction Name] 

Significant Litigation Report 

Company and/or Servicer with respect to assets subject to this Agreement, the actions taken to defend 

such claim, and an estimate of the projected exposure for: a) any claim in which the Company or Servicer 

expects to incur more than $10,000 in Servicing Expenses to defend such claim, b) any claim in which 

multiple plaintiffs have joined in filing an action against the Company and/or Servicer or the same law 

finn has filed individual claims on behalf of more than one plaintiff, and c) any claim(s) regardless of the 

dollar amount naming: (i) any Failed Bank, or (ii) FDIC (in any capacity) as defendant(s). Activity 

should be updated quarterly. 

Environmental Exposure Report 

Provide a report identifying any assets in which the Site Assessment identified an Environmental Hazard 

together with infonnation on the nature of the hazard, additional tests perfonned, and the cost of 

correcting the hazard identified in the Site Assessment. 

MONTHLY LOAN-LEVEL DETAIL REPORTS 

Monthly Loan Trial Balance andActivity Report 

PROVIDE A MONTHLY LOAN-LEVEL REPORT 

IN EXCEL WITH THE FOLLOWING FIELDS: 

Current Loan Number 

Prior Servicer Loan Number 

P&l Constant 

Note Rate 

Next Due or Paid-Thru Date 

Payoff Date (if applicable) 

Principal Balance, end of prior month 

Principal collections- regular 

Principal collections- payoffs 

Principal proceeds -loan sales 

Principal Write-Off Amount 

Other Non-Cash Principal Adjustment 

Transfer to REO 

Principal Balance, end of current month 

Escrow balance 

Other Advances Balance 

Interest collections- regular 

Interest collections- payoffs 

Interest collections- loan sales 

Non·Cash Interest Adjustment 

Late Charges 

Pre·Payment Penalty Paid 

Other Fee Income 
[Transaction Name] 

Servicing Svstem Data Download- To Initial Member 

Provide a monthly loan-level data download in Excel format with every field populated in the Servicer's 

loan servicing system. This requirement may be modified in the future by the Initial Member to include 

only certain specified fields. 

SEMIANNUAL REPORT- TO INITIAL MEMBER (in January and July ofeach year, commencing 

January 2011) 

Projected Cash Flows 

Excel model of projected cash flows by month, as of June 30 and December 31 of each year. 


The projection should carry through to the termination date of the LLC, providing monthly projections for 


the first 24 months and quarterly projections thereafter. The projection should include projected cash 


inflows, outflows, and net distributable funds to the equity holders. 


ANNUAL REPORT- TO INITIAL MEMBER (in June ofeach year, commencing June 2011) 

Business Plan 

Updated Business Plan, as required pursuant to Section 7.7 of the Amended and Restated Limited 

Liability Company Agreement. 

ASAVAILABLE- TO INITIAL MEMBER 

Custodial Report or an updated Loan Schedule and Exception List (in each case as defined in the 

Custodial Agreement) from the Custodian/Paying Agent, as provided to the Company. 
EXHIBIT

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT this Agreement is

made and entered into as of 20_ by and between TPAM II LLC Delaware limited

liability company Transferor and ________ ________ Transferee

RECITALS

WHEREAS the Transferor is the owner of limited liability company membership

interest the LLC Interest in 20 10-2 SFR Venture LLC Delaware limited liability

company the Company

WHEREAS the LLC Interest represents percent Percentage Interest in

the Company as defined in that certain Amended and Restated Limited Liability Company

Operating Agreement effective as of June 25 2010 by and among the Federal Deposit

Insurance Corporation in its capacity as receiver for Failed Banks defined therein the Initial

Member Transferor and the Company the LLC Operating Agreement

WHEREAS the ownership and other rights associated with the LLC Interest are set forth

in the LLC Operating Agreement

WHEREAS pursuant to Section 3.13 of the LLC Operating Agreement Transferor

granted the Initial Member first priority security interest in the LLC Interest in order to secure

certain obligations of Transferor as more fblly described in the LLC Operating Agreement

WHEREAS an Event of Default as defined in the LLC Operating Agreement has

occurred and is continuing and the Initial Member has elected pursuant to the LLC Operating

Agreement to foreclose on its security interest in the LLC Interest and effect the assignment

contemplated hereby

NOW THEREFORE in consideration of the mutual agreements contained herein and in

the LLC Operating Agreement and for other good and valuable consideration the receipt and

sufficiency of which are hereby acknowledged and intending to be legally bound hereby the

parties hereto agree as follows

Assignment and Assumption Transferor hereby assigns and transfers the LLC

Interest to Transferee and Transferee hereby accepts and assumes the LLC Interest and agrees to

be bound by the LLC Operating Agreement as amended from time to time to the extent it

relates to such LLC Interest

C-i

FDIC SFR 2010-2

Amended and Restated Limited Liability Company Operating Agreement

Pool Nos 24020 and 24021

Guffy v.7 
Counterparts This Agreement may be executed in two or more counterparts all

of which shall be considered one and the same agreement and shall become effective when one

or more counterparts have been signed by each of the parties and delivered including by

telecopy to the other party

No Third Party Beneficiaries This Agreement shall inure to the benefit of the

parties hereto and their respective successors and permitted assigns This Agreement is not

intended to confer upon any other person any rights or remedies hereunder

Governin2 Law The Laws of the State of Delaware will govern the validity

performance and enforcement of this Agreement without giving effect to the principles of

conflict of Laws of the State of Delaware or any other jurisdiction

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement

effective as of the date first above written

TRANSFEROR

TPAM II LLC

By _______________ 

Name Matthew Fistonich

Title Manager

TRANSFEREE

By ____ 

Name

Title

C-2

FDIC SFR 2010-2

Amended and Restated Limited Liability Company Operating Agreement

Pool Nos 24020 and 24021

Guffy v.7