EXECUTION COPY 


LOAN CONTRIBUTION AND SALE AGREEMENT 


BY AND BETWEEN 


THE FEDERAL DEPOSIT INSURANCE CORPORATION as RECEIVER for 


FRANKLIN BANK, S.S.B 


AND 


FRANKLIN VENTURE, LLC 


Dated as ofSeptember 30,2009 


Franklin - Loan Contribution Agreement 

8550870.5 
TABLE OF CONTENTS 


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


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


Section 1.2 Construction............................................................................................. 1 0 


Article II Contribution and Sale ofLoans .............................................................................11 


Section 2.1 
 Terms and Conditions ..............................................................................11 


............................................................................12 


.............................................................................................13 


................................................................................13 


....................................................................................13 


...................................................................14 


.........................................................................................14 


Section 2.2 
 Allocation ofPayments 

Section 2.3 
 Adjustments 

Section 2.4 
 Rebates and Refunds 

Section 2.5 
 Interest Conveyed 

Section 2.6 
 Retained Claims andRelease 

Section 2.7 
 Transfer Taxes 

Article III Transfer ofLoans, Collateral Documents and Servicing ....................................... l4 


Section 3.1 Delivery ofDocuments ............................................................................14 


Section 3.2 Recordation ofDocuments ......................................................................17 


Section 3.3 Transfer of Servicing...............................................................................18 


Article IV Covenants, Duties and Obligations ofthe Company .............................................20 


Section 4.1 
 Servicing ofLoans ...................................................................................20 


...................................20 


........... : .......................... : ............................ 20 


............................21 


...................................................................................21 


................................................................................23 


............................................................................24 


...................................................................24 


.............................25 


.............................................. : .................................. 25 


......................................................................................25 


..............25 


.......................................................................26 


........................................................................26 


...................................................................................26 


.......................................................................................................27 


Section 4.2 
 Collection Agency/Contingency Fee Agreements 

Section 4.3 
 Insured or Guaranteed Loans 

Section 4.4 
 Reporting to or for the Applicable Taxing Authorities 

Section 4.5 
 Loans in Litigation 

Section 4.6 
 Loans in Bankruptcy 

Section 4.7 
 Loan Related Insurance 

Section 4.8 
 Loans with Escrow Accounts 

Section 4.9 
 Initial Member as Lead Lender in Participated Loans 

Section 4.10 
 Notice to Borrowers 

Section 4.11 
 Notice of Claims 

Section 4.12 
 Use ofthe FDIC' s N arne and Reservation ofStatutory Powers 

Section 4.13 
 Prior Servicer Information 

Section 4.14 
 Release ofInitial Member 

Section 4.15 
 Contracts for Deed 

Section 4.16 
 Leases 

Article V Loans Sold "As Is" and Without Recourse ............................................................27 


Section 5.1 Loans Conveyed "As Is" ......................................................................... .27 


Franklin - Loan Contribution Agreement 

I 


8550870.5 
Section 5.2 
 No Warranties or Representations with Respect to Escrow Accounts ....27 


Section 5.3 


Section 5.4 

Section 5.5 
 No Warranties or Representations With Regard to Information .............28 


.......................................................28 


................................28 


Section 5.6 
 Intervening or Missing Assignments 

Section 5.7 
 No Warranties or Representations as to Documents 

No Warranties or Representations as to Amounts ofUnfunded 


Principal ...................................................................................................27 


Disclaimer Regarding Calculation or Adjustment ofInterest on any 


Loan .........................................................................................................27 


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


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


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


Section 6.3 Re-delivery ofNotes, Files and Documents ............................................31 


Section 6.4 Waiver ofCompany's Repurchase Option ..............................................31 


Article VII Notices .................................................................................................................. .32 


Section 7.1 
 Notices .....................................................................................................32 


..................................................................................... .32 


.................................................................................33 


.....................................................................................33 


Section 7.2 
 Article VI Notice 

Section 7.3 
 Transfer Documents 

Section 7.4 
 All Other Notices 

Article VIII Miscellaneous Provisions ...................................................................................... .34 


Section 8.1 
 Severability ..............................................................................................34 


....................................................................................... .34 


..........................................................................35 


...................................................35 


...................................................................................... .35 


.....................................................................................35 


.............................................................. .35 


................................................................................ .36 


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..............................................................................................~ ...36 


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Section 8.2 
 Governing Law 

Section 8.3 
 Cost, Fees and Expenses 

Section 8.4 
 Waivers; Amendment and Assignment 

Section 8.5 
 No Presumption 

Section 8.6 
 Entire Agreement 

Section 8.7 
 Jurisdiction; Venue and Service 

Section 8.8 
 Waiver ofJury Trial 

Section 8.9 
 Counterparts; Facsimile Signatures 

Section 8.10 
 Headings 

Section 8.11 
 Compliance with Law 

Section 8.12 
 Right to Specific Performance 

Exhibit A 
 Loan Schedule ................................................................................... A-1 


.........................................................................B-1 


...................................................C-1 


... .................................... D-1 


................................................................E-1 


ExhibitB 
 Loan Value Schedule 

Exhibit C 
 Affidavit and Assignment ofClaim 

ExhibitD 
 Assignment and Lost Instrument Affidavit

ExhibitE 
 Limited Power of Attorney 

Exhibits 

Franklin -Loan Contnbution Agreement 

II 


8550870.5 
LOAN CONTRIBUTION AND SALE AGREEMENT 

THIS LOAN CONTRIBUTION AND SALE AGREEMENT (as the same shall be 

amended or supplemented, this "Agreement") is made and entered into as ofthe 30'h day of 

September, 2009, by and between the FEDERAL DEPOSIT INSURANCE CORPORATION (in 

any capacity, "FDIC") AS RECEIVER FOR FRANKLIN BANK, S.S.B (the "Initial 

Member"), and FRANKLIN VENTURE, LLC, a Delaware limited liability company (the 

"Company"). 

RECITALS 

WHEREAS, on November 7, 2008, the FDIC was appointed receiver for Franklin Bank, 

S.S.B. (the "Failed Bank"); and 

WHEREAS, the Initial Member owns the Loans (hereinafter defined) described on the 

Loan Schedule attached hereto as Exhibit A (the "Loan Schedule"); and 

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

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

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

WHEREAS, the Initial Member desires to transfer the Loans to the Company, partly as a 

capital contribution and partly as a sale as more fully set forth herein; and 

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

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

will execute and deliver to the Initial Member the Company's Purchase Money Note dated as of 

the date hereof in the principal face amount of$727,770,000 (the "Purchase Money Note"), 

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

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

Guarantv"); and 

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

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

obligation will be secured by the assets ofthe Company, all pursuant to the Reimbursement and 

Security Agreement dated as ofthe date hereof between the Company and the FDIC (the 

"Reimbursement and Securitv Agreement"); and 

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

Agreement dated as ofthe date hereof (the "LLC Interest Sale Agreement") between the 

Initial Member and RCS Franklin Venture LLC, a Delaware limited liability company (the 

Franklin- Loan Contribution Agreement 

8550870.5 
"LLC Interest Transferee"), the Initial Member has agreed to sell and transfer 50% ofthe LLC 

Interest to the LLC Interest Transferee for a purchase price of$64,215,000 (the "Bid Amount,"); 

and 

WHEEEAS, the Bid Amount has been allocated among the Loans by the LLC Interest 

Transferee (s1,1ch allocated amountwith respect to a Loan, the "Loan Value"), as set forth on 

Exhibit B (the "Loan Value Schedule"); and 

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

relating to the contribution and sale ofthe Loans and certain other matters as set forth in this 

Agreement; 

NOW, THEREFORE, in consideration ofthe foregoing and the m1,1tual promises and 

agreements hereinafter contained, and for other good and val1,1able consideration the receipt and 

s1,1fficiency ofwhich are hereby acknowledged, the Initial Member and the Company hereby 

agree as follows: 

ARTICLE I 


Definitions and Constmction 


Section 1.1 Definitions. For pmposes ofthis Agreement, the following teims shall 

have the meanings and defmitions hereinafter respectively set forth: 

"Acco1,1nt Control Agreement(s)" shall have the meaning given in the C1,1stodial and 

Paying Agency Agreement. 

"Accounting Records" shall mean the general ledger, s1,1pporting s1,1bsidiary ledgers and 

schedwes, and loan servicing system records ofthe Initial Member. 

"Acg1,1ired Collateral" shall have the meaning given in the LLC Operating Agreement. 

"Action" shall mean any claim, action, s1,1it (at law or in eq1,1ity), arbitration or proceeding 

before or by a Governmental A1,1thority. 

"Adj1,1sted Unpaid Principal Balance" shall mean, with respect to any Loan, the Loan 

Sched1,1le Balance adj1,1sted 1,1p or down, as appropriate, to reflect the actual1,1npaid principal 

balance ofthe Loan as ofthe C1,1t-OffDate on the Accounting Records and to correct errors 

reflected in the Loan Sched1,1le Balance d1,1e to (i) miscalmlations, misapplied payments, 

unapplied payments, =ecorded advances ofprincipal or other disbmsements, or other 

accounting errors with respect to the period ending on the C1,1t-OffDate, (ii) the effect of any 

final coM decree, unappealable reglllatory enforcement order or other similar action of a legal or 

re~latory natme effective on or before the C1,1t-OffDate, (iii) a foreclosme sale which occ=ed 

on or before the C1,1t-OffDate for which the Redemption Period, if any, expired on or before the 

C1,1t-OffDate, or (iv) the portion of any Dishonored Check that was applied to (and reflected in) 

the Loan Sched1,1le Balance. 

Franklin - Loan Contribution Agreement 

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8550870.5 
"Adjustment Percentage" shall mean, with respect to any Loan, the quotient (expressed 

as a decimal) ofthe Loan Value for such Loan divided by the Loan Schedule Balance ofsuch 

Loan. 

"Mfected Loan" shall have the meaning given in Section 4.5(c). 

"Mfidavit and Assignment of Claim" shall mean an Affidavit and Assigmnent ofClaim 

in the form of Exhibit C to this Agreement. 

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

or indirectly controlling or controlled by or under common control with such specified Person, 

(ii) any Person owning or controlling ten percent (10%) or more ofthe outstanding voting 

securities, voting equity interests, or beneficial interests ofthe Person specified; (iii) any officer, 

director, general partner, managing member, trustee, employee or promoter ofthe Person 

specified or any Immediate Family Member ofsuch officer, director, partner, member, trustee, 

employee or promoter, (iv) any corporation, partnership, limited liability company or trust for 

which any Person referred to in clause (ii) or (iii) acts in that capacity, or (v) any Person who is 

an officer, director, general partner, managing member, trustee or holder often percent (10%) or 

more ofthe outstanding voting securities, voting equity interests or beneficial interests of any 

Person described in clauses (i) through (iv); provided, however, that for purposes ofthis 

Agreement, neither the Initial Member nor the Secured Party shall be deemed to be an Affiliate 

ofthe Company or of any Affiliate ofthe Company. For purposes ofthis definition, the term 

"control" (including the phrases "controlled by" and "under common control with") when 

used with respect to any specified Person shall mean the possession, direct or indirect, ofthe , 

power to direct or cause the direction ofthe management and policies ofsuch Person, whether 

through the ownership ofvoting securities or interests, by contract or otherwise. 

"Agreement" shall have the meaning given in the preamble, and shall include all 

exhibits, schedules and attachments hereto. 

"Ancillary Documents" shall mean the LLC Operating Agreement, the Servicing 

Agreement (including the Electronic Tracking Agreement attached as an exhibit thereto), the 

Custodial and Paying Agency Agreement, one or more Account Control Agreements, the LLC 

Interest Sale Agreement (and the Guaranty required to be delivered thereby), the Purchase 

Money Note and the Reimbursement and Security Agreement, in each case once executed and 

delivered, and any and all other agreements and instruments executed and delivered in 

connection with the Closing. 

"Assignment and Lost Instrument Mfidavit" shall mean an Assigmnent and Lost 

Instrument Affidavit in the form ofExhibit D to this Agreement. 

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

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

"Bid" shall have the meaning provided in the LLC Interest Sale Agreement. 

"Bid Amount" shall have the meaning given in the recitals. 

Franklin - Loan Contribution Agreement 

3 

85508705 
"Borrower" shall mean any borrower or other obligor with respect to any Loan. 

"Business Day" shall mean any day except a Saturday, Sunday or other day on which 

commercial banks in Washington, D.C. or United States federal government offices are required 

or authorized by Law to close. 

"Closing" shall mean the consummation ofthe transactions contemplated in the LLC 

Interest Sale Agreement. 

"Closing Date" shall mean the date on which the Closing occurs. 

"Collateral" shall mean any and all real or personal property, whether tangible or 

intangible, securing or pledged to secure a Loan, including any account, equipment, guarantee or 

contract right, or other interest that is the subject of any Collateral Document and, as the context 

requires, includes Acquired Collateral whether or not expressly so specified. 

"Collateral Document" shall mean any pledge agreement, security agreement, personal 

or corporate guaranty, deed oftrust, deed, mortgage, contract for the sale ofreal property, · 

assigrnnent, collateral agreement or other agreement or document of any kind, whether an 

original or a copy, whether similar to or different from those enumerated, (i) securing in any 

manner the performance or payment by any Borrower of its obligations or the obligations of any 

other Borrower under any ofthe Loans or the Notes evidencing the Loans or (ii) evidencing any 

Acquired Collateral. 

"Collection Account" shall have the meaning given in the Custodial and Paying Agency 

Agreement. 

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

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

property, including any installment land contract. 

"Custodial and Paying Agency Agreement" shall mean the Custodial and Paying 

Agency Agreement dated as of the date hereof between the Company, the Secured Party and the 

Custodian. 

"Custodial Documents" shall have the meaning given in the Custodial and Paying 

Agency Agreement. 

"Custodian" shall have the meaning given in the Custodial and Paying Agency 

Agreement. 

"Cut-Off Date" shall mean July 31,2009. 

"Deficiency Balance" shall mean the remaining unpaid principal balance of any Note 

purchased hereunder after crediting to it the proceeds of a foreclosure sale. 

Franklin - Loan Contribution Agreement 

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8550870.5 
"Dishonored Check" shall mean any check or similar instrument that has been returned 

due to insufficient funds or a stop payment order. 

"Electronic Tracking Agreement" shall have the meaning given in the Custodial and 

Paying Agency Agreement. 

"Environmental Hazard" shall mean the presence at, in or under any Mortgaged 

Property (whether held in fee simple estate or subject to a ground lease or otherwise, and 

including any improvements whether by buildings or facilities, and any personal property, 

fixtures, leases and other property or rights pertaining thereto), of any "hazardous substance," as 

defined in Section 101(14) ofthe Comprehensive Environmental Response, Compensation and 

Liability Act of 1980, 42 U.S.C. §9601(14), or any petroleum (including crude oil or any fraction 

thereof that is liquid at standard conditions oftemperature and pressure), at a level or in an 

amount that requires remediation or abatement under applicable environmental Law. 

"Escrow Account" shall mean an account maintained by the Initial Member or its agent 

for the deposit ofEscrow Payments received in respect of one or more Loans. 

"Escrow Balance" shall mean, with respect to any Loan, the positive escrow balance (if 

any) in the Escrow Account with respect to that Loan, as reflected on the Loan Schedule. 

"Escrow Payments" shall mean the amounts constituting ground rents, taxes, 

assessments, water rates, common charges in condominiums and planned unit developments, 

mortgage insurance premiums, fire and hazard insurance premiums and other payments which 

have been escrowed by the Borrower with the Initial Member or its servicer or other agent 

pursuant to any Loan. 

"Excess Damage Liability" shall have the meaning given in Section 4.5(c). 

"Excess Principal" shall have the meaning given in Section 2.3(b). 

"Existing Servicer" shall mean the Person (including the Receiver) acting as servicer for 

any Loan as of the Cut-OffDate; provided that, as to any Loan that is primarily being serviced 

by a subservicer for such Person as ofthe Cut-OffDate, such subservicer shall be deemed to be 

the Existing Servicer of such Loan solely for purposes of determining which Loans constitute a 

Group ofLoans. 

"Failed Bank" shall have the meaning given in the recitals. 

"FDIC" shall mean the Federal Deposit Insurance Corporation, in any capacity. 

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

subdivision of or in such other jurisdiction. 

"Foreign Loan" shall mean a Loan with respect to which the Borrower or any ofthe 


Collateral is located in any Foreign Jurisdiction. 


Franklin - Loan Contribution Agreement 


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8550870.5 
"GAAP" shall mean United States generally accepted accounting principles as in effect 

from time to time. 

"Governmental Authoritv" shall mean any United States or non-United States national, 

federal, state, local, municipal or provincial or international government or any politicaf 

subdivision of any governmental, regulatory or administrative authority, agency or conunission, 

or judicial or arbitral body. 

"Group of Loans" shall mean all Loans that, as ofthe Cut-OffDate, are serviced by the 

same Existing Servicer. 

"Guarantor" shall mean any guarantor of all or any portion of any Loan or all or any of 

any Borrower's obligations set forth and described in the Loan Documents. 

"Guarantv'' shall mean the Guaranty required to be delivered to the Initial Member 

pursuant to the LLC Interest Sale Agreement. 

"Guidelines" shall have the meaning given in the LLC Operating Agreement. 

"HOEPA" shall have the meaning given in Section 6.1(g). 

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

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

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

stepchildren, grandchildren and grandchildren-in-law. 

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

"Interim Servicing Period" shall mean, with respect to a given Loan or Group ofLoans, 

the period from but excluding the Cut-Off Date to and including the Servicing Transfer Date for 

such Loan or Group ofLoans. 

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

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

Authority. 

"Lien" shall mean any pledge, security interest, charge, restriction on or condition to 

transfer, voting or exercise or enjoyment of any right or beneficial interest, option, right of first 

refusal and any other lien, claim or encumbrance of any nature whatsoever. 

"Limited Power of Attorney" shall mean the Limited Power ofAttorney in the form of 

Exhibit E to this Agreement. 

"LLC Interest" shall have the meaning given in the recitals. 

"LLC Interest Sale Agreement" shall have the meaning given in the recitals. 

"LLC Interest Transferee" shall have the meaning given in the recitals. 

Franklin - L03:fl. Contribution Agreement 

6 

8550870.5 
"LLC Operating Agreement" shall have mean the Amended and Restated Limited 

Liability Operating Company Agreement dated as ofthe date hereof among the Initial Member, 

the LLC Interest Transferee and the Company. 

"Loan" shall mean any loan or Participated Loan listed on the Loan Schedule, and any 

loan into which any listed loan or Participated Loan is refinanced or modified, and includes with 

respect to each such loan or Participated Loan: (i) any obligation evidenced by a Note; (ii) all 

rights, powers or Liens ofthe Initial Member or the Failed Bank in or under the Collateral 

Documents; (iii) any Contract for Deed and the real property which is subject to any such 

Contract for Deed; (iv) any lease and the related leased property; (v) all rights to causes of 

action, lawsuits, judgments, claims and demands of any nature available to or being pursued by 

or for the benefit ofthe Initial Member with respect to the Loans, the Collateral or the 

ownership, use, function, value of or other rights pertaining thereto, whether arising by way of 

counterclaim or otherwise, other than any claims retained by the Initial Member pursuant to 

Section 2.6; and (vi) all guaranties, warranties, indemnities and similar rights in favor ofthe 

Initial Member with respect to any ofthe Loans. 

"Loan Documents" shall mean all documents, agreements, certificates, instruments and 

other writings (including all Collateral Documents) now or hereafter executed by or delivered or 

caused to be delivered by any Borrower, any Guarantor or any other obligor evidencing, 

creating, guaranteeing or securing, or otherwise executed or delivered in respect of, all or any 

part of a Loan or any Acquired Collateral or evidencing any transaction contemplated thereby, 

and all Modifications thereto. 

"Loan File" shall mean all documents pertaining to any Loan, either copies or originals, 

that are in the possession ofthe Initial Member or any ofits employees or contractors responsible 

for the servicing ofthe Loan, other than (i) the original Note, renewals ofthe Note and other 

Custodial Documents and Collateral Documents and (ii) confidential or privileged 

communications between the Initial Member (or any predecessor-in-interest, including the Failed 

Bank) and its legal counsel; provided, however, that the Loan Files do not include files 

maintained by other employees or agents ofthe Initial Member, or attorney-client or work 

product privileged materials held by the Initial Member's legal counsel unless in the opinion of 

such counsel, the disclosure ofthe material is not likely to result in the waiver ofthe attorneyclient or work product privilege. 

"Loan Proceeds" shall have the meaning given in the LLC Operating Agreement. 

"Loan Schedule" shall have the meaning given in the recitals. 

"Loan Schedule Balance" shall mean, with respect to any Loan, the unpaid principal 

balance ofthe Loan as stated on the Loan Schedule. 

"Loan Value" shall have the meaning given in the recitals. 

"Loan Value Schedule" shall have the meaning given in the recitals. 

"Management Fee" shall have the meaning given in the LLC Operating Agreement. 

Franklin- Loan Contribution Agreement 

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8550870.5 
"Managing Member" shall have the meaning given in the LLC Operating Agreement. 

"MERS®" shall mean Mortgage Electronic Registration Systems, Incorporated, or any 

successor thereto. 

"MERS® System" shall have the meaning given inthe LLC Operating Agreement. 

"MERS® Registered Mortgages" shall have the meaning given in Section 3.1(c). 

"Modification" shall mean any extension, renewal, substitution, replacement, 

supplement, amendment or modification of any agreement, certificate, document, instrument or 

other writing, whether or not contemplated in the original agreement, document or instrument. 

"Mortgage" shall mean the mortgage, deed oftrust or other instrument, including any 

amendments or modifications thereto, creating a first or junior lien on or ownership interest in a 

Mortgaged Property. 

"Mortgage Assignment" shall mean, with respect to any Mortgage, an assigmnent oftlie 

Mortgage, notice oftransfer or equivalent instrument in recordable form, sufficient under the 

applicable Law ofthe jurisdiction wherein the related Mortgaged Property is located to reflect 

the assigmnent and pledge ofthe Mortgage. 

"Mortgaged Property" shall mean any underlying real property constituting part ofthe 

Collateral for any Loan, whether held in fee simple estate or subject to a ground lease or 

otherwise, and whether or not improved by buildings or facilities, and any personal property, 

fixtures, leases and other property or rights pertaining thereto. 

"Note" shall mean each note or promissory note, lost instrument affidavit, loan 

agreement, shared credit or Participated Loan agreement, intercreditor agreement, reimbursement 

agreement, any other evidence ofindebtedness of any kind, or any other agreement, document or 

instrument evidencing a Loan, and all Modifications to the foregoing. 

"Obligations" shall mean all obligations and commitments ofthe Initial Member relating 

to a Loan and arising or due or payable after the Cut-OffDate under and in accordance with any 

ofthe related Notes, Collateral Documents, Loan Documents or Related Agreements. 

"Order" shall have the meaning given in Section 6.1. 

"Participated Loan" shall mean any Loan subject to a shared credit, participation or 

similar intercreditor agreement under which the Initial Member or the Failed Bank was the lead 

or agent financial depository institution or otherwise managed or held the credit or sold 

participations, or under which the Initial Member or the Failed Bank was a participating fmancial 

depository institution or purchased participations in a credit managed by another Person. 

Franklin - Loan Contribution Agreement 

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8550870.5 
"Person" shall mean any individual, corporation, partnership (general or limited), limited 

liability company, limited liability partnership, firm, joint venture, association, joint-stock 

company, trust, estate, unincorporated organization, governmental or regulatory body or other 

entity. 

"Pre-Approved Charges" shall mean the costs and expenses expressly designated as 

"Pre-Approved Charges" in Sections 2.7, 3.l(c), 3.1(d), 3.1(e), 3.2, 4.3, 4.5(c) and 5.6 ofthis 

Agreement, and no other costs or expenses. 

"Principal Deficiency" shall have the meaning given in Section 2.3(b). 

"Purchase Money Note" shall have the meaning given in the recitals. 

"Purchase Money Note Guaranty" shall have the meaning given in the recitals. 

"Redemption Period" shall mean the statutory time peripd, if any, during which a 

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

under the Law ofthe jurisdiction in which the property is located, which period (if the 

jurisdiction provides for the same) may vary among the jurisdictions which do provide for a 

Redemption Period. 

"Reimbursement and Security Agreement" shall have the meaning given in the 

recitals. 

"Related Agreement" shall mean (i) any agreement, document or instrument (other than 

the Note and Collateral Documents) relating to or evidencing any obligation to pay or securing 

any Loan (including any equipment lease, letter of credit, bankers' acceptance, draft, system 

confirmation oftransaction, loan history, affidavit, general collection information, and 

correspondence and comments relating to any obligation), (ii) any real property or rights in or to 

any real property (including leases, tenancies, concessions, licenses or other rights of occupancy 

or use and security deposits related thereto) related to any Loan and (iii) any collection, 

contingency fee, and tax and other service agreements that are specific to the Loans (or any of 

them) and that are assignable. The term "Related Agreement" does not include any loan 

servicing agreement that exists between the Initial Member or the Failed Bank and any other 

Person, any agreement terminating such servicing agreement or any agreement by the Receiver 

to make the payments described in Section 2.2(b). 

"Released Parties" shall ha'ye the meaning given in Section 4.14(b). 

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

ofthe Loan Value of such Loan multiplied by 2 and (ii) the product of(x) the original principal 

face amount ofthe Purchase Money Note and (y) the quotient (expressed as a decimal) ofthe 

Loan Value ofsuch Loan divided by the Bid Amount. 

"Repurchase Percentage" shall mean, with respect to any Loan, (i) the quotient 

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

Schedule Balance ofsuch Loan. 

Franklin - Loan Contribution Agreement 

9 

8550870.5 
"Repurchase Price" shall mean, with respect to any Loan, an amount equal to (i) the 

Repurchase Percentage multiplied by the unpaid principal balance of the Loan as of the date of 

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

Company with respect to such Loan (excluding any expenses described in Section 12.9 ofthe 

LLC Operating Agreement), as ofthe date ofthe repurchase, minus (iii) the amount of any 

positive Escrow Balance with respect to the Loan as of the date ofthe repurchase that is not 

transferred to the Initial Member at the time ofthe repurchase. 

"RESPA" shall mean the Real Estate Settlement Procedures Act of 197 4, as amended, 

and all rules and regulations promulgated thereunder. 

"Secured Party" shall mean the FDIC as secured party under the Reimbursement and 

Security Agreement. 

"Servicer" shall have the meaning given in the LLC Operating Agreement. 

"Servicing Agreement" shall have the meaning given in the LLC Operating Agreement. 

"Servicing Expenses" shall have the meaning given in the LLC Operating Agreement. 

"Servicing Transfer Date" shall mean, with respect to a given Loan, the date on which 

the transfer ofthe Loan servicing records for such Loan to the Servicer' s system ofrecord is 

completed and the Servicer begins to service such Loan, determined in accordance with Section 

3.3. 

"TILA" shall mean the Truth in Lending Act, as amended, and all rules and regulations 

promulgated thereunder. 

"Transfer Documents" shall mean the endorsements and allonges to Notes, Assignment 

and Lost Instrument Affidavits (if applicable), Mortgage Assignments, deeds and other 

documents of assignment, conveyance or transfer required under any applicable Law to evidence 

the transfer to the Company ofthe Loans, the Collateral and the Collateral Documents and the 

Secured Party's rights with respect to the Loans and the Collateral. 

"Transfer Taxes" shall mean any taxes, assessments, levies, imposts, duties, deductions, 

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

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

required to be paid to any taxing authority with respect to the transfer ofthe Loans, the Collateral 

and the Collateral Documents or the rights in the Collateral or the assignment and assumption of 

the Obligations thereunder. 

"Uniform Commercial Code" shall mean the Uniform Commercial Code as in effect in 

any applicable jurisdiction, as amended from time to time. 

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


accordance with the following: 


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8550870.5 
(a) References to "Affiliates" include, only other Persons which from time to time 

constitute "Affiliates" ofsuch 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" ofsuch specified 

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

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

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

such law. 

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

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

(e) References to any document, instrument or agreement (i) 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 thereto, as amended, modified and 

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

given time. 

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

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

provision ofthis Agreement. 

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

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

they are in fact followed by such words. 

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

to mean commencing at the beginning ofsuch period and continuing until the end ofsuch period. 

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

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

deemed to include the personal pronoun ofthe appropriate gender. 

ARTICLE II 

Contribution and Sale of Loans 

Section 2.1 Terms and Conditions. The Initial Member hereby conveys to the 

Company, and the Company hereby acquires and accepts from the Initial Member, without 

recourse, by way of a sale to the extent ofthe initial principal amount ofthe Purchase Money 

Note and otherwise as a capital contribution, all right, title and interest ofthe Initial Member in 

and to: 

(a) the Loans (including all Notes, the other Loan Documents and Related 

Agreements), including all future advances made with respect thereto, effective as ofthe 

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85508705 
Cut-OffDate, on a servicing-released basis (subject to the provisions of Section 3.3), and 

all rights in the Collateral pursuant to the Collateral Documents; 

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

all obligations owed to the Initial Member in connection with the Loans and the Loan 

Documents after the Cut-OffDate; 

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

whether known or unknown, against a Borrower, any Guarantor or other obligor or any of 

their respective Affiliates, agents, representatives, contractors, advisors or any other 

Person arising under or in connection with the Loans or the Loan Documents or that is in 

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

claims, malpractice claims, statutory claims and all other claims at law or in equity 

arising under or in connection with the Loan Documents or the transactions related 

thereto or contemplated thereby, excluding, however, any and all claims, suits, causes or 

action and other rights .retained by the Initial Member under Section 2.6; 

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

account of the Initial Member under the Loans after the Cut-Off Date, including all 

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

restructuring, liquidation or otherwise of a Borrower, Guarantor or other obligor under or 

with respect to the Loans, and any securities, interest, dividends or other property that 

may be distributed or collected with respect to any ofthe foregoing; and 

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

any ofthe foregoing, and the rights to receive such proceeds thereof. 

The Company hereby assumes and agrees to perform and pay all ofthe Obligations ofthe Initial 

Member under and with respect to the Loans. The Initial Member and the Company agree that 

the conveyance contemplated by this Section 2.1 and the other provisions ofthis Agreement is 

intended to be an absolute conveyance and transfer of ownership ofthe Loans in part by capital 

contribution and in part by sale. 

Section 2.2 Allocation ofPavments. 

(a) Any and all Loan Proceeds received at any time on or before the Cut-OffDate 

(disregarding for this purpose the reference in the defiuition of such term to "after the Cut-Off 

Date") shall belong to the Initial Member. Any and all Loan Proceeds received at any time after 

the Cut-OffDate shall belong to the Company. 

(b) The Receiver shall be responsible for reimbursing each third party Existing 

Servicer for any advances made by such Existing Servicer to fund Servicing Expenses with 

respect to a Loan, as well as for any advances ofprincipal or interest with respect to a Loan made 

by such Existing Servicer. The Receiver shall also be responsible for paying any fee owing to an 

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

Existing Servicer. The Company shall not be liable for reimbursement of any such advances by, 

Franklin - Loan Contribution Agreement 

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8550870.5 
or for any termination fee payable to, an Existing Servicer (including the Receiver in its capacity 

as an Existing Servicer). 

Section 2.3 Adjustments. 

(a) The Managing Member shall, and shall cause the Servicer to, cooperate with the 

fuitial Member in reconciling the amounts of advances made with respect to each Loan prior to 

the Servicing Transfer Date for such Loan, whether for principal and interest during any period 

in which such Loans were serviced on a Scheduled/Scheduled basis, to fund Servicing Expenses, 

or otherwise. 

(b) On or prior to October 28, 2009 (or on such other date as the fuitial Member and 

the Company shall agree), the fuitial Member shall provide the Company with a statement 

setting forth, for each Loan, the Adjusted Unpaid Principal Balance. The statement shall be 

accompanied by an explanation ofthe reasons for any adjustment to any Loan Schedule Balance. 

(c) Ifthe Adjusted Unpaid Principal Balance of any Loan exceeds the Loan Schedule 

Balance of such Loan (such excess, the "Excess Principal"), the LLC futerest Transferee shall 

be liable to the fuitial Member for an amount equal to the Adjustment Percentage multiplied by 

the Excess Principal. Ifthe Loan Schedule Balance of any Loan exceeds the Adjusted Unpaid 

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

shall be liable to the LLC futerest Transferee for an amount equal to the Adjustment Percentage 

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

interest on any Loan. 

(d) The aggregate amount owed by the LLC Interest Transferee to the fuitial Member 

pursuant to Section 2.3(b) shall be subtracted from the aggregate amount owed to the LLC 

Interest Transferee by the fuitial Member pursuant to Section 2.3(b ). Ifthe resulting amount is a 

positive number, the fuitial Member shall pay such amount to the LLC Interest Transferee, and if 

the resulting amount is a negative number, the LLC Interest Transferee shall pay the absolute 

value ofsuch amount to the fuitial Member. In addition, an amount equal to the positive balance 

of any Borrower Escrow Accounts with respect to a Group ofLoans as ofthe Servicing Transfer 

Date for such Group ofLoans shall be remitted to the Servicer (and shall not be considered to 

constitute Loan Proceeds under the LLC Operating Agreement). Any monies due to the LLC 

Interest Transferee or the fuitial Member pursuant to this Section 2.3 with respect to a given 

Loan shall be paid on the Servicing Transfer Date for such Loan. The Company shall adjust its 

records to reflect the Adjusted Unpaid Principal Balances with respect to the Loans. 

Section 2.4 Rebates and Refunds. The Company is not entitled to any rebates or 

refunds from the fuitial Member or the Failed Bank from any pre-computed interest Loan 

regardless ofwhen the Note matures. Further, on pre-computed interest Loans, neither the Initial 

Member nor the Failed Bank will refund any unearned discount amounts to the Company. 

Section 2.5 Interest Conveyed. In the event a foreclosure occurs after the Cut-Off 

Date or occurred on or before the Cut-OffDate, but the Redemption Period had not expired on or 

before the Cut-OffDate, the fuitial Member shall convey to the Company the Deficiency 

Balance, if any, together with the net proceeds, ifany, ofsuch foreclosure sale. Ifthe fuitial 

Franklin - Loan Contribution Agreement 


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8550870.5 
Member was the purchaser at such foreclosure sale, the fuitial Member shall convey to the 

Company the Deficiency Balance, if any, together with a special warranty deed to the property 

purchased at such foreclosure sale. The Company acknowledges and agrees that the Company 

shall not acquire any interest in or to any such property which was foreclosed by the Initial 

Member or any ofits predecessors-in-interest on or before the Cut-OffDate and for which the 

Redemption Period, if any, had expired on or before the Cut-OffDate. 

Section 2.6 Retained Claims and Release. Notwithstanding anything to the contrary in 

this Agreement, the Company and the fuitial Member agree that the contribution and sale ofthe 

Loans pursuant to this Agreement will exclude the transfer to the Company of all right, title and 

interest ofthe fuitial Member, the Failed Bank and any predecessors-in-interest thereto in and to 

any and all claims of any nature whatsoever that might now exist or hereafter arise, whether 

known or unknown, that the Initial Member, the Failed Bank or predecessors-in-interest thereto 

have or had or that any ofthem might have, regardless ofwhen any such claim is discovered, 

against any ofthe following: (a) officers, directors, employees, insiders, accountants, attorneys, 

other persons employed by the fuitial Member or any ofits predecessors-in-interest, underwriters 

or any other similar Persons who may have caused a loss to the fuitial Member, the Failed Bank 

or any ofits predecessors-in-interest in connection with the initiation, origination; servicing or 

administration of a Loan; (b) any appraisers, accountants, auditors, attorneys, investment bankers 

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

performed services for the fuitial Member, the Failed Bank or any ofits predecessors-in-interest, 

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

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

origination or servicing of a Loan; or (d) against any appraiser or other Person with whom the 

fuitial Member or the Failed Bank or any ofits predecessors-in-interest or any servicing agent 

contracted for services or title insurance in connection with the initiation, origination, insuring or 

servicing of a Loan. 

Section 2. 7 Transfer Taxes. Except as otherwise provided herein, the Company shall 

pay, indemnify and hold harmless the fuitial Member from and against any Transfer Taxes, and 

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

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

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

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

this Section 2.7 shall constitute Pre-Approved Charges for purposes ofthe Custodial and Paying 

Agency Agreement. 

ARTICLE III 


Transfer of Loans, Collateral Documents and Servicing 


. Section 3.1 Delivery ofDocuments. The Company and the fuitial Member agree to 

execute and deliver to one another the following: 

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

the fuitial Member elects to deliver to the Company. 

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8550870.5 
(b) The Initial Member shall deliver to the Custodian the Notes and other Custodial 

Documents and Collateral Documents for a given Loan in accordance with the Custodial and 

Paying Agency Agreement, and shall, on or within a reasonable period oftime after the 

Servicing Transfer Date for such Loan, deliver the Loan Files for such Loan to either the 

Company or the Servicer (as directed by the Company). 

(c) For any ofthe mortgages securing the Loans that are registered on the MERS 

System (the "MERS Registered Mortgages"), the Company shall cause the MERS Registered 

Mortgages to be transferred on the MERS System on or within a reasonable time after the 

Servicing Transfer Date for the applicable Loan. To the extent the cost oftransferring the MERS 

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

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

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

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

provided that any such expenses with respect to MERS Registered Mortgage as to which the 

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

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

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

Custodial and Paying Agency Agreement. The Company shall provide a report to the Secured 

Party and the Initial Member on the progress and status ofthe transfers on the MERS System of 

the MERS Registered Mortgages on the first day ofthe seventh month following the Closing 

Date and again on the first anniversary ofthe Closing Date to the Secured Party and the Initial 

Member 

(d) (i) The Company, at the Company's expense, will prepare for execution by or on 

behalf ofthe Initial Member, within the period specified in Section 3.l(d)(v), all Transfer 

Documents not delivered by the Initial Member to the Company on the Closing Date. 

Reasonable and customary expenses paid to third parties actually incl)rred by the Company in 

complying with the obligations set forth in the preceding sentence shall constitute Pre-Approved 

Charges for purposes ofthe Custodial and Paying Agency Agreement, provided that any such 

expenses with respect to a Transfer Document that is not properly prepared and submitted for 

recordation or filing within six months ofthe Closing Date shall not constitute Pre-Approved 

Charges for purposes ofthe Custodial and Paying Agency Agreement. Such six-month period 

for the preparation and submission of a Transfer Document for recordation shall be extended if . 

the delay is due to a matter noted as an "Exception" on the "Collateral Certificate" (as such terms 

are defined in the Custodial and Paying Agency Agreement), provided that the Managing 

Member is working diligently to locate the missing information or otherwise take such steps as 

may be necessary or appropriate to complete and submit the Transfer Document(s). All Transfer 

Documents prepared by the Company shall be in appropriate form suitable for filing or recording 

(if applicable) in the relevant jurisdiction and otherwise subject to the limitations set forth herein, 

and the Company shall be solely responsible for the preparation, contents and form of such 

documents. The Company hereby releases the Initial Member from any loss or damage incurred 

by the Company due to the contents or form of any documents prepared by the Company 

pursuant to this Section 3.l(d) (the form ofwhich was not provided by the Initial Member) and 

the LLC Interest Transferee shall indemnify and hold harmless the Initial Member from and 

against any claim, action or cause of action asserted by any Person, including the Company, 

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8550870.5 
arising out ofthe contents or form of any Transfer Document (the form ofwhich was not 

provided by the Initial Member), including any claim relating to the adequacy or inadequacy of 

any such document or instrument for the purposes thereof, and the use (or purported use) by the 

Company ofthe Limited Power ofAttorney in any way not expressly permitted by its terms. 

(ii) On or within a reasonable time following the Closing Date, the Initial 

Member may, in the Initial Member's sole discretion, elect to grant a Limited Power ofAttorney 

to selected employees ofthe Company for the purposes of executing the Transfer Documents on 

behalf ofthe Initial Member. 

(iii) The Company shall use the following forms for endorsing or preparing 

allonges to N ot.es: 

Pay to the order of 

Franklin Venture, LLC 

Without Recourse 

Federal Deposit Insurance Corporation as Receiver 

for Franklin Bank, S.S.B. 

By:-----------'­

Name: ______~------------

Title: Attorney-in-Fact 

All documents of assignment, conveyance or transfer shall contain the following sentence: "This 

assignment is made without recourse and without representation or warranty, express, implied or 

by operation oflaw of any kind or nature whatsoever, by the Federal Deposit Insurance 

Corporation in its corporate capacity or as Receiver for Franklin Bank, S.S.B." 

(iv) The Company will, within the period specified in Section 3.l(d)(v), set up 

and record into the MERS System, with MERS as nominee for the Company, those mortgages 

securing Loans that are not MERS Registered Mortgages but are eligible to be so recorded. 

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

complying with the obligations set forth in the preceding sentence shall constitute Pre-Approved 

Charges for purposes of the Custodial and Paying Agency Agreement, provided that any such 

expenses with respect to a mortgage that is not properly prepared and submitted for recording 

into the MERS System within six months of the Closing Date shall not constitute Pre-Approved 

Charges for purposes of the Custodial and Paying Agency Agreement. Such six-month period 

for the preparation and submission of a mortgage for such recordation shall be extended if the 

delay is due to a matter noted as an "Exception" on the "Collateral Certificate" (as such terms are 

defined in the Custodial and Paying Agency Agreement), provided that the Managing Member is 

working diligently to locate the missing information or otherwise take such steps as may be 

necessary or appropriate to complete and submit the relevant documentation. 

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

them if and as appropriate in accordance with Section 3 .2, within six months after the Closing 

Franklin - Loan Contribution Agreement 

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8550870.5 
Date to the extent reasonably possible. The Company shall provide a report to the Secured Party 

and the Initial Member on the progress and status ofthe preparation, execution, recording and/or 

filing and delivery of the original documents to the Custodian as required by this Agreement 

promptly following a request therefor from the Secured Party or the Initial Member and in any 

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

anniversary ofthe-Closing Date. 

(e) As to Foreign Loans, the Company, at its own expense, must retain counsel 

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

must draft the documents necessary to assign the Foreign Loans to the Company. Reasonable 

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

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

for purposes of the Custodial and Paying Agency Agreement. Documents presented to the Initial 

Member to assign Foreign Loans to the Company must be accompanied by a letter on the foreign 

counsel's letterhead, signed by the foreign counsel preparing those documents, certifying that 

those documents conform to the Law ofthe Foreign Jurisdiction. Each such document and 

instrument shall be delivered to the Initial Member in the English language, provided, however, 

that any document required for its purposes to be executed by the Initial Member in a language 

other than the English language shall be delivered to the Initial Member in such language, 

accompanied by a translation thereof in the English language, certified as to its accuracy by an 

executive officer or general counsel of the Company and, ifsuch executive officer or general 

counsel shall not be fluently bilingual, by the translator thereof. 

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

Member to make any agreement, representation or warranty or provide any indemnity in any 

such document or instrument or otherwise, nor is the Initial Member obligated to obtain any 

consents or approval to the sale or transfer ofthe Loans or the related servicing rights, if any, or 

the assumption by the Company ofthe Obligations. 

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

applicable Law or necessary to effectively transfer and assign all ofthe Initial Member's right, 

title and interest in and to any and all Loans to the Company (subject to the rights ofthe Initial 

Member under the LLC Operating Agreement). The Initial Member shall have no obligation to 

provide, review or execute any such additional documents unless the same shall have been 

requested ofthe Initial Member within 365 calendar days after the Effective Date. 

Section 3.2 Recordation ofDocuments. 

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

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

recordation or filing in the appropriate land, chattel, Uniform Commercial Code, and other 

records ofthe appropriate county, state or other jurisdictions (including any Foreign Jurisdiction) 

to effect the transfer ofthe Loans to the Company (or into the MERS System, as applicable). All 

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

notice address set forth in the Custodial and Paying Agency Agreement. The Company 

diligently and promptly shall follow up with respect to any non-conforming Transfer Documents, 

Franklin - Loan Contribution Agreement 


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8550870.5 
gaps in the chain oftitle and the like to ensure that each and all ofthe Transfer Documents are 

properly filed or recorded as appropriate. 

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

Company in complying with the obligations set forth in this Section 3.2 shall constitute PreApproved Charges for purposes ofthe Custodial and Paying Agency Agreement, provided that 

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

submitted for recordation or filing within six months ofthe Closing Date shall not constitute PreApproved Charges for purposes ofthe Custodial and Paying Agency Agreement. Such sixmonth period for the preparation and submission of a Transfer Document for recordation shall be 

extended ifthe delay is due to a matter noted as an "Exception" on the "Collateral Certificate" 

(as such terms are defined in the Custodial and Paying Agency Agreement), provided that the 

Managing Member is working diligently to locate the missing information or otherwise take such 

steps as maybe necessary or appropriate to complete and submit the Transfer Document(s). The 

Initial Member shall, ifsuch is affirmatively required under the applicable Law of a relevant 

Foreign Jurisdiction, take such actions as are necessary in such Foreign Jurisdiction to effect the 

purposes ofthis Article ill. 

Section 3.3 Transfer of Servicing. 

(a) Loan servicing will be transferred to the Managing Member promptly following 

the Closing Date upon one or more Servicing Transfer Dates that are established by the 

applicable Existing Servicer, the Initial Member and the Managing Member under mutually 

agreeable time frames and procedures, taking into account the size and servicing platforms 

associated with the various Groups ofLoans. The Initial Member and the Managing Member 

shall cooperate in their efforts to cause all Servicing Transfer Dates to occur prior to the 120th'h 

calendar day after the Closing Date to the extent reasonably feasible, unless a later date is 

consented to by the Initial Member. 

(b) To provide for the orderly transfer ofthe servicing to the Managing Member, the 

Initial Member will maintain the agreements with the Existing Servicers to provide servicing of 

each Loan on the Company's behalf from the Cut-Off Date through the Servicing Transfer Date 

for such Loan, including provisions requiring that the Existing Servicers continue to: (i) receive 

payments and post them to the system ofrecord, (ii) maintain records reflecting payments 

received and (iii) make advances to fund Servicing Expenses. The foregoing shall not limit the 

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

Date for such Loan. Subject to the provisions of Section 4.5(a) and Section 4.6, the Initial 

Member's performance of any interim servicing functions with respect to a Group ofLoans shall 

cease on the Servicing Transfer Date for such Group ofLoans. Notwithstanding the foregoing, 

(i) 	 for all periods ending prior to November 1, 2009, the Initial Member (x) 

shall aggregate all servicing reports from the Existing Servicers as to 

which the Servicing Transfer Date has not occurred, including the amount 

of payments and other collections received and the amount of advances to 

fund Servicing Expenses made but not reimbursed by the applicable 

Borrower or Guarantor, and provide an aggregate report to the Company 

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8550870.5 
and (y) receive remittances ofLoan Proceeds from such Existing Servicers 

and remit them to the Collection Account in accordance with Section 

3.3(d); and 

(ii) · 	 for all periods commencing on or after November 1, 2009, the Initial 

Member shall direct Existing Servicers as to which the Servicing Transfer 

Date has not occurred (x) to provide servicing reports to the Managing 

Member, which shall aggregate the information therein in the reports it is 

required to deliver pursuant to the LLC Operating Agreement and (y) 

remit Loan Proceeds directly to the Collection Account, in each case until 

the applicable Servicing Transfer Date. 

For purposes of the preceding sentence, if an Existing Servicer fails to report to the Initial 

Member or the Managing Member, as applicable, on a timely basis to permit the inclusion ofthe 

data from such Existing Servicer in the aggregate report by the Initial Member to the Company 

or any aggregate report by the Company pursuant to the LLC, Operating Agreement, such fact 

shall be disclosed in such aggregate report and the omitted data shall be included in the 

applicable aggregate report for the following reporting period. 

(c) In consideration ofthe services provided by the Initial Member pursuant to this 

Section 3.3, the Company shall pay the Management Fee to the Initial Member for all periods 

ending prior to November 1, 2009. For all periods commencing on or after November 1, 2009, 

the Management Fee shall be payable to the Managing Member, all in accordance with Section 

12.5 ofthe LLC Operating Agreement. For the avoidance of doubt, any such fee payable prior to 

the last Servicing Transfer Date shall be net of any servicing fees payable to Existing Servicers 

and offset by them against Loan Proceeds. 

(d) For all periods prior to November I, 2009, the Receiver shall cause Loan 

Proceeds with respect to any Group ofLoans for which the Servicing Transfer Date has not 

occurred (net of any offset by any Existing Servicer of servicing fees payable to them) to be 

remitted to the Collection Account on a monthly basis (commencing with October 2009) not 

later than two Business Days prior to the Distribution Date (as defined in the Custodial and 

Paying Agency Agreement) for such month. The Initial Member shall be (and hereby is) 

authorized by the Company to (i) use Loan Proceeds with respect to any Group ofLoans for 

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

to be remitted to the Collection Account, for purposes permitted or required under the terms of 

the agreements with the Existing Servicers or otherwise in accordance with the LLC Operating 

Agreement. 

(e) The Company shall, within a reasonable time after the Closing Date, arrange for 

the transfer from the Existing Servicers oftax service and flood certification contracts relating to 

the Loans, or the procurement ofreplacements for such contracts. Reasonable and customary 

expenses paid to third parties actually incurred by the Company in complying with the 

obligations set forth in the preceding sentence (but not ongoing charges in connection with the 

performance ofsuch contracts) shall constitute Pre-Approved Charges for purposes ofthe 

Custodial and Paying Agency Agreement. 

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8550870.5 
(f) The Company hereby ratifies any and all actions taken by the Initial Member in 

performance ofservicing activities and functions prior to the Closing Date, including any 

oversight ofthe Existing Servicers and the performance by the Initial Member ofits role as an 

Existing Servicer. The Company acknowledges and agrees that the Initial Member's agreement 

to perform interim servicing functions for the Company pursuant to this Section 3.3 is an 

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

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

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

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

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

and its predecessors-in-interest and all oftheir respective officers, directors, employees, agents, 

attorneys, contractors and representatives and all oftheir respective successors, assigns and 

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

causes of action, judgments or legal proceedings and remedies ofwhatever kind or nature that 

the Company had, has or might have in the future, whether known or unknown, which are related 

in any manner whatsoever to the servicing ofthe Loans (other than gross negligence or willful 

misconduct) at any time prior to the last Servicing Transfer Date. 

ARTICLE IV 


Covenants, Duties and Obligations of the Company 


Section 4.1 Servicing ofLoans. From and after the Servicing Transfer Date with 

respect to a Group ofLoans, the Company shall service such Loans in compliance with the LLC 

Operating Agreement. 

Section 4.2 Collection Agency/Contingency Fee Agreements. The Company 

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

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

outstanding and in effect as of the applicable Servicing Transfer Date) that relate only to the 

Loans (or any ofthem) and are assignable, and assumes and agrees to fulfill all Obligations of 

the Initial Member and the Failed Bank thereunder. 

Section 4.3 Insured or Guaranteed Loans. If any Loans being transferred pursuant to 

this Agreement are insured or guaranteed by any Governmental Authority, and such insurance or 

guaranty is not being specifically terminated by the Initial Member, the Company acknowledges 

and agrees that such Loans must be serviced by a servicer, lender or mortgagee approved by such 

Governmental Authority, ifsuch approval is required. The Company further acknowledges and 

agrees that, upon assumption of the Obligations with respect to the Loans, it assumes full 

responsibility for determining whether or not any such insurance or guarantees are in effect on 

the date ofthis Agreement and, with respect to those Loans with respect to which any such 

insurance or guarantee is in effect on the date ofthis Agreement, the Company acknowledges 

and agrees that, upon assumption of the Obligations with respect to the Loans, it assumes full 

responsibility for taking any and all actions as may be necessary to insure such insurance or 

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

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

Initial Member's and the Failed Bank's Obligations under the contracts ofinsurance or guaranty. 

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8550870.5 
Any out-of-pocket fees due to any insurer or guarantor incurred by the Company to fulfill its 

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

purposes ofthe Custodial and PayingAgency Agreement. 

Section 4.4 Reporting to or for the Applicable Taxing Authorities. The Initial 

Member shall be responsible for submitting all Internal Revenue Service information returns 

related to the Loans for all applicable periods prior to the applicable Servicing Transfer Date. 

The Company shall be responsible for submitting all Internal Revenue Service information 

returns related to the Loans for all applicable periods commencing with the applicable Servicing 

Transfer Date. Information returns include reports on Forms 1098 and 1099. The Company 

shall be responsible for submitting all information returns required under applicable Law of any 

Foreign Jurisdiction, to the extent such are required to be filed by the Company or the Initial 

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

Date falls and thereafter. 

Section 4.5 Loans in Litigation. 

(a) With respect to any Loan that is the subject of any type ofpending litigation as of 

the Closing Date, the Company shall notify the FDIC's Regional Counsel, 1601 Bryan Street, 

Dallas, Texas 75201-4586, within fifteen (15) Business Days before the applicable Servicing 

Transfer Date ofthe name ofthe attorney selected by the Company to represent the Company's 

interests in the litigation. The Company shall, before the applicable Servicing Transfer Date, . 

notify the clerk ofthe court or other appropriate official and all counsel of record that ownership 

ofthe Loan was transferred from the Initial Member to the Company. Subject to the provisions 

of Sections 4.5(c) and 4.5(d), the Company shall have its attorney file appropriate pleadings and 

other documents and instruments with the court or other appropriate body before the applicable 

Servicing Transfer Date, substituting the Company's attorney for the Initial Member's attorney, 

removing the Initial Member and the Failed Bank as a party to the litigation and substituting the 

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

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

to handle litigation with respect to the Loans, provided, that, with respect to litigation referred to 

in Section 4.5(c), the Company shall not retain the same counsel that represents the Initial 

Member in connection with such litigation unless the FDIC's Regional Counsel (referred to 

above) agrees in writing to such dual representation. Subject to the provisions of Section 4.5(b) 

(and the Company's compliance with its obligations therein) and Section 4.5(d), in the event the 

Company fails, prior to the applicable Servicing Transfer Date, to remove the Initial Member and 

the Failed Bank as parties to the litigation and substitute the Company as the real party-ininterest, (1) the Initial Member may, but shall have no obligation to, continue to pursue or defend 

such litigation on behalf ofthe Company and, (2) in the event the Initial Member does continue 

to pursue or defend such litigation, the Company shall be liable for and hereby agrees to pay all 

costs and expenses incurred by the Initial Member in connection therewith, which expenses shall 

constitute Servicing Expenses. 

(b) Ifthe Company is unable, as a matter of applicable Law or due to delays in court 

procedures and practices outside the control ofthe Company, to cause the Initial Member and the 

Failed Bank to be replaced by the Company as party-in-interest in any pending litigation as 

Franklin - Loan Contribution Agreement 

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8550870.5 
required by Section 4.5(a), the Company shall so notify the FDIC's Regional Counsel, at the 

· address specified above, no less than five ( 5) Business Days before the applicable Servicing 

Transfer Date, and provide such evidence to such effect and stating the reasons for such failure. 

In any such event, (i) the Company shall cause its attorney to conduct such litigation at the 

Company's expense, which expense shall constitute Servicing Expenses; (ii) the Company shall 

cause the removal ofthe Initial Member and the Failed Bank and substitution ofthe Company as 

party-in-interest in such litigation at the earliest time possible under applicable Law; (iii) the 

Company shall use commercially reasonable efforts to cause such litigation to be resolved by 

judgment or settlement in as reasonably efficient a manner as practical; (iv) the Initial Member 

shall cooperate with the Company and the Company's attorney as reasonably required in the 

Initial Member's sole judgment to bring such litigation or any settlement relating thereto to a 

reasonable and prompt conclusion; and (v) no settlement shall be agreed upon by the Company 

or its agents or counsel without the express prior written consent ofthe Initial Member, unless 

such settlement includes an irrevocable and complete waiver and release of any and all potential 

claims against the Initial Member and the Failed Bank in relation to such litigation or the subject 

Loans.or Obligations by any Person asserting any claim in the litigation and any Borrower, and 

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

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

Member or the Failed Bank (other than to the extent the same constitute Servicing Expenses). 

The Company shall pay all ofthe costs and expenses incurred by it in connection with the 

actions required to be taken by it pursuant to Section 4.5(a) and this Section 4.5(b) (which 

expenses shall constitute Servicing Expenses), including all legal fees and expenses and court 

costs (which expenses shall constitute Servicing Expenses), and shall reimburse the Initial 

Member, upon demand, for all legal expenses the Initial Member incurs on or after the Closing 

Date with respect to any such litigation, including costs incurred in connection with the dismissal 

thereof or withdrawal therefrom (which costs incurred by the Initial Member shall constitute 

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

(c) In the event there is asserted against the Initial Member (or the Failed Bank) or 

the Company any claim or action with respect to one or more Loans that is based upon or arises 

out of any act or omission ofthe Initial Member or the Failed Bank on or prior to the applicable 

Cut-OffDate (and not any act or omission of or on behalf of the Company) and that alleges 

liability that, in the opinion ofboth the Initial Member and the Company, is reasonably likely to 

exceed the liability ofthe Company as the assignee and owner of the Loan after the applicable 

Cut-Off Date, (i) the Company shall be responsible for and shall control and assume the defense 

ofthe Company and the Company's interest in the Loans, at the Company's own expense and by 

the Company's own counsel, which counsel must be reasonably satisfactory to the Initial 

Member; and (ii) the Initial Member shall be responsible for and shall control and assume the 

defense of the Initial Member and the Failed Bank at the Initial Member's own expense. To the 

extent their interests are not in conflict, the Company and the Initial Member shall cooperate in 

the defense of any such claims or action and shall use commercially reasonable efforts to work 

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

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

Member before ceasing to defend against any such claims or action. The costs and expenses 

incurred by the Company in connection with its defense of any claim or action described in this 

Section 4.5(c), including (x) reasonable attorneys' fees and expenses incurred to defend against 

Franklin - Loan Contribution Agreement 

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8550870.5 
(or investigate) the same or pursue counterclaims or cross-claims against other parties, (y) 

awards orjudgments assessed against the Compariy with respect to any such claim or action, or 

(z) the costs of any settlement ofsuch claim or action, shall constitute Pre-Approved Charges for 

purposes ofthe Custodial and Paying Agency Agreement. If, as a result of any claim or action 

subject to the provisions ofthis Section 4.5(c): 

(i) there is entered against the Company either (1) a fmal, non-appealable 

monetary judgment holding the Company liable for damages in excess of an amount equal to the 

Repurchase Loan Value of the Loan relating to or that is the subject of such claim (such Loan, 

the "Affected Loan"), and such excess amount, the "Excess Damage Liability"), or (2) a fmal 

monetary judgment that is appealable, which the Initial Member agrees in writing need not be 

appealed further by the Company, and that imposes an Excess Damage Liability on the 

Company, or 

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

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

Company is obligated to pay an Excess Damage Liability, 

then, in any such case, the Initial Member shall reimburse the Company for the Excess Damage 

Liability and the Initial Member shall be entitled, at its option, to repurchase the Affected Loan 

at its Repurchase Price in accordance with the repurchase provisions of Article VI; provided, 

however, that the Initial Member shall not be liable pursuant to this sentence for any liability 

imposed upon the Company that arises as a result of any act or omission ofthe Company. 

(d) The provisions of Sections 4.5(a), 1d.(hl and 4.5(c) are subject to the right ofthe 

Initial Member to retain claims pursuant to Section 2.6 ofthis Agreement, including any such 

claims as may have been asserted in litigation pending as ofthe Closing Date. At the Initial 

Member's discretion, litigation involving any such claims shall be bifurcated, with the Initial 

Member remaining the real party in interest and retaining control over (and being responsible for 

pursuing and bearing the related costs to pursue) claims retained by it pursuant to Section 2.6 and 

the Company substituting itself as the real party in interest and taking control of (and being 

responsible for pursuing and bearing the cost ofpursuing) the remainder ofthe litigation. · 

Section 4.6 Loans in Bankruptcy. In accordance with Bankruptcy Rules 3001 and 

3002, the Company agrees to take all actions necessary to file, prior to the applicable Servicing 

Transfer Date, (i) proofs of claims in pending bankruptcy cases involving any Loan for which the 

Initial Member or the Failed Bank has not already filed a proof of claim, and (ii) all documents 

required by Rule 3001 of the Federal Rules of Bankruptcy Procedure and to take all such similar 

actions as may be required in any relevant jurisdiction in any pending bankruptcy or insolvency 

case or proceeding in such jurisdiction involving any Loan in order to evidence and assert the 

Company's rights. The Company shall prepare and provide to the Initial Member, on or prior to 

the applicable Servicing Transfer Date, an Mfidavit and Assigmnent ofClaim or any similar 

forms as may be required in any relevant Foreign Jurisdiction and shall be acceptable to the 

Initial Member, for each Loan where a Borrower under such Loan is in bankruptcy as ofthe 

Closing Date. The Company hereby releases the Initial Member and the Failed Bank from any 

claim, demand, suit or cause of action the Company may have as a result of any action or 

Franklin - Loan Contribution Agreement 

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8550870.5 
inaction on the part ofthe Initial Member or the Failed Bank with respect to such Loan. In the 

event the Company fails, prior to the applicable Servicing Transfer Date, to take the actions 

required by this Section 4.6, (1) the Initial Member may, but shall have no obligation to, file 

proofs of claim or other documents as the Initial Member determines may be necessary or 

appropriate to evidence and assert the Company's rights and, (2) in the event the Initial Member 

does take any such actions, the Company shall be liable for and hereby agrees to pay all costs 

and expenses incurred by the Initial Member in connection therewith (which costs and expenses 

shall be deemed to constitute (which costs incurred by the Initial Member shall constitute 

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

provisions ofthis Section 4.6 are subject to the right ofthe Initial Member to retain claims 

pursuant to Section 2.6 of this Agreement, including any such claims as may have been asserted 

in litigation pending as ofthe Closing Date. At the Initial Member's discretion, litigation 

involving any such claims shall be bifurcated, with the Initial Member remaining the real partyin-interest and retaining control over (and being responsible for pursuing and bearing the related 

costs to pursue) claims retained by it pursuant to Section 2.6 and the Company substituting itself 

as the real party-in-interest and taking control of (and being responsible for pursuing and bearing 

the cost ofpursuing) the remainder ofthe litigation, 

Section 4. 7 Loan Related Insurance. On the Closing Date, the Initial Member shall 

cause to be assigned to the Company, to the extent assignable, all existing insurance policies in 

respect ofthe Collateral for such Loan. On the Servicing Transfer Date with respect to a Loan 

(a) the Company shall be responsible for (i) having itself substituted as loss payee on all Loanrelated insurance relating to such Loan in which the Failed Bank or the Initial Member is 

currently listed as a loss payee and (ii) having the Servicer substituted as loss payee on all Loanrelated insurance relating to such Loan in which the applicable Existing Servicer is currently 

listed as a loss payee; and (b), the Company shall cause to be put in place such insurance for the 

Collateral with respect to such Loan with respect to which the Borrower has failed to maintain 

required insurance, fire, hurricane, flood and hazard insurance with extended coverage as is 

customary in the area in which the Collateral is located and in such amounts and with such 

deductibles as, in the reasonable judgment ofthe Company, are prudent. Upon the cancellation 

of any insurance policy maintained by the Initial Member or the Failed Bank with respect to any 

Loan and the receipt by the Company or the Initial Member of any refund of any premiums 

previously paid with respect thereto, such refunded amount shall inure to the benefit ofthe 

Borrowers with respect to the affected Loans, and such refunded amount shall be remitted to (or 

retained by) the Company and applied as appropriate to adjust the Escrow Accounts, if any, or 

other records with respect to such affected Loans. 

Section 4.8 · Loans with Escrow Accounts. Amounts or balances related to the Loans 

on deposit in Escrow Accounts held or controlled by the Initial Member or a servicer servicing 

the Loans for the Failed Bank or the Initial Member shall be transferred to the Company on the 

applicable Servicing Transfer Date. Any negative Escrow Balances shall be netted against the 

amount of any positive Escrow Balances held in the Escrow Accounts transferred to the 

Company. The Company agrees to assume, undertake and discharge any and all Obligations of 

the holder of the Loans with respect to any Escrow Account, and the maintenance of such 

Escrow Account and the Escrow Payments paid by or on account of the Borrower. 

Franklin - Loan Contribution Agreement 

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8550870.5 
Section 4.9 Initial Member as Lead Lender in Participated Loans. The Company 

hereby agrees to assmne the role oflead lender for any Participated Loan in which a portion of a 

Loan was participated to one or more entities and in which the Initial Member or any ofits 

predecessors was the lead lender as of the Closing Date. The Company hereby agrees to accept 

any such Participated Loan subject to all participants' right, title and interest in such Participated 

Loan. 

Section 4.10 Notice to Borrowers. 

(a) No later than thirty (30) days prior to the applicable Servicing Transfer Date, the 

Company (or the Servicer, if directed by the Company) shall provide the Initial Member with all 

information necessary to allow the Initial Member to prepare and send to Borrowers a "goodbye" 

letter meeting the requirements of, and in accordance with, RESP A, if applicable. Based upon 

the information provided by the Company, the Initial Member shall send to Borrowers such 

"goodbye" letter. The Company (or the Servicer, if directed by the Company) shall provide a 

"hello" letter to Borrowers meeting the requirements of and in accordance with RESP A, if 

applicable no later than fifteen (15) days after the applicable Servicing Transfer Date. 

Alternatively, ifthe Initial Member and the Company (or the Servicer) so agree, they may send a 

joint "hello/goodbye" letter to Borrowers meeting the requirements of and in accordance with 

RESP A, if applicable. 

(b) No later than thirty (30) days after the Closing Date, the Company shall provide a 

notice to Borrowers meeting the requirements of, and in accordance with, TILA, including for 

the avoidance of doubt the amendments thereto effected by the Helping Families Save Their 

Homes Act of2009. 

(c) The Initial Member and the Company (and the Servicer) shall each bear their own 

costs and expenses incurred to comply with their respective obligations contained in this Section 

4.10 (or, in the case of a decision to send a joint "hello/goodbye" letter, their respective costs 

shall be allocated among them), and no such costs or expenses shall be considered Servicing 

Expenses for purposes of the Custodial and Paying Agency Agreement. 

Section 4.11 Notice ofClaims. The Company shall immediately notify the Initial 

Member, in accordance with the notice provisions of Section 7 .4, of any claim, threatened claim 

or litigation against the Initial Member or the Failed Bank arising out of any Loan. 

Section 4.12 Use of the FDIC's Name and Reservation of Statutory Powers. The 

Company shall not use or permit the use by its agents, successors or assigns of any name or 

combination ofletters that is similar to "FDIC" or "Federal Deposit Insurance Corporation." 

The Company will not represent or imply that it is affiliated with, authorized by or in any way 

related to the FDIC. The Company shall be entitled to assert (and claim the benefit of) the 

statute oflimitations established under 12 U.S.C. § l82l(d)(14). However, the Company 

acknowledges and agrees that the assignment of any Loan or Collateral Docmnent pursuant to 

the terms ofthis Agreement shall not constitute the assignment of any other rights, powers or 

privileges granted to the Initial Member pursuant to the provisions the Federal Deposit Insurance 

Act, including those granted pursuant to 12 U.S.C. § 182l(d), 12 U.S.C. § 1823(e) and 12 U.S.C. 

§ 1825, all such rights and powers being expressly reserved by the Initial Member; nor shall the 

Franklin - Loan Contribution Agreement 

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8550870.5 
Company assert or attempt to assert any such right, power or privilege in any pending or future 

litigation involving any Loan transferred or purchased hereunder. 

Section 4.13 Prior Servicer Information. The Company aclmowledges and agrees that 

the Initial Member might not have access to information from servicers of a Loan prior to the 

appointment ofthe FDIC as receiver ofthe Failed Bank and that the Initial Member has not 

requested any information not in the possession ofthe Initial Member or its servicing contractor 

from any prior servicer of a Loan. The Company ac!mowledges and agrees that the Initial 

Member will not be required under the terms ofthis Agreement to request any information from 

any prior servicer. 

Section 4.14 Release of Initial Member. 

(a) Except as otherwise specifically provided in Article VI of this Agreement or in 

the LLC Operating Agreement or any other Ancillary Document, the Company hereby releases 

and forever discharges the Initial Member, the FDIC, and the Failed Bank and all of their 

respective officers, directors, employees, agents, attorneys, contractors and representatives, and 

all oftheir respective successors, assigns (other than the Company) and Affiliates, from any and 

all claims (including any counterclaim or defensive claim), demands, causes of action, judgments 

or legal proceedings and remedies ofwhatever kind or nature that the Company had, has or 

might have in the future, whether !mown or unlmown, which are related in any manner 

whatsoever to the Loans, the servicing ofthe Loans (before or after the Cut-OffDate) by the 

Initial Member, the Failed Bank or its predecessors-in-interest, the FDIC or any Person acting on 

behalf ofthe Initial Member, the FDIC or the Failed Bank or its predecessors-ill-interest, or the 

acquisition ofthe Lpans (other than for acts or omissions constituting gross negligence or willful 

misconduct); provided, however, that nothing contained in this Section 4.14(a) shall constitute or 

be interpreted as a waiver of any express right that the Company has under this Agreement or 

any ofthe Ancillary Documents. 

(b) The Company agrees that it will not renew, extend, renegotiate, compromise, 

settle or release any Note or Loan or any right ofthe Company founded upon or growing out of 

this Agreement, except upon payment in full thereof, unless all Borrowers on said Note or Loan 

shall frrst release and discharge the FDIC, the Initial Member and the Failed Bank with respect to 

such Loan, and their respective agents and assigns, other than the Company (the "Released 

Parties") from all claims, demands and causes of action which any such Borrower may have 

against any such Released Party arising from or growing out of any act or omission occurring 

prior to the date of such release. The provisions of this Section 4.14(b) shall not be applicable 

with respect to actions taken in order to comply with the Guidelines. 

Section 4.15 Contracts for Deed. The Company agrees to comply with all Obligations 

set forth in any Contract for Deed contained in any Loan subject to this Agreement. Pursuant to 

the provisions ofSection 3.1 hereof, the Initial Member may require the Company to prepare and 

furnish special warranty deeds for the Initial Member's approval and execution, conveying the 

real property subject to any such contract to the Company. Title curative work, ifrequired, shall 

be at the LLC Interest Transferee's sole cost and expense. 

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8550870.5 
Section 4.16 Leases. The Company agrees to comply with all Obligations set forth in 

any lease related to any Loan unless, in the opinion ofthe Company, complying with the 

Obligations under such lease would not be in the best interests (in terms ofmaximizing the value 

ofthe Loan) ofthe Company and the Initial Member. Pursuant to the provisions ofSection 3.1 

hereof, the Initial Member may require the Company to prepare and furnish applicable Transfer 

Documents for the Initial Member's approval and execution. 

ARTICLEV 


Loans Sold "As Is" and Withont Reconrse 


Section 5.1 Loans Conveyed "As Is". THE LOANS ARE CONVEYED TO THE 

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

WARRANTY OR GUARANTY WHATSOEVER, INCLUDING AS TO COLLECTIBILITY, 

ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY OBLIGOR TO 

REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE, WHETHER EXPRESS 

OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE 

INITIAL MEMBER, THE FAILED BANK OR THE FDIC, OR ANY PREDECESSORS-ININTEREST OR AFFILIATES OF THE INITIAL MEMBER, THE FAILED BANK OR THE 

FDIC, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, 

AGENTS OR CONTRACTORS. THE INITIAL MEMBER SPECIFICALLY DISCLAIMS 

ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST 

OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE LOANS, THE COLLATERAL 

OR THE COLLATERAL DOCUMENTS. 

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

Without limiting the generality of Section 5.1, the Initial Member makes no warranties or 

representations of any kind or nature as to the sufficiency of funds held in any Escrow Account 

to discharge any obligations related in any manner to an escrow obligation, as to the accuracy of 

the amount of any monies held in any Escrow Account or as to the propriety of any previous 

disbursements or payments from any Escrow Account. 

Section 5.3 No Warranties or Representations as to Amounts ofUnfunded Principal. 

Without limiting the generality of Section 5.1, the Initial Member further makes no warranties or 

representations of any kind or nature as to the amount of any additional or future advances of 

principal the Company may be obligated to make. 

Section 5.4 Disclaimer Regarding Calculation or Adjustment ofInterest on any Loan. 

Without limiting the generality of Section 5.1, the Initial Member makes no warranties or 

representations of any kind or nature as to the accuracy of any calculation or adjustment of 

interest on any Loan, including any adjustable rate Loan, whether such calculation or adjustment 

is made by the FDIC, the Failed Bank, the Initial Member or any Affiliate, agent or contractor of 

any ofthe foregoing, or any predecessor-in-interest ofthe Initial Member or any other party. 

Franklin - Loan Contribution Agreement 

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8550870.5 
Section 5.5 No Warranties or Representations With Regard to Information. The Initial 

Member makes no warranties or representations of any kind or nature as to the completeness or 

accuracy of any information provided with respect to any Loan. The Company acknowledges 

that, for example, and not by way oflimitation, some Loan Files may be missing forms or 

notices, or may contain incomplete or inaccurate forms or notices, that may be required by one or 

more federal or state consumer protection statutes. The Company's exclusive remedies with 

respect to any inaccurate or incomplete information provided by the Initial Member are an 

adjustment in accordance with Section 2.3 or an option to repurchase under Article VI, and such 

exclusive remedies are available only if all other conditiohs theretofore expressed in this 

Agreement have been met. 

Section 5.6 Intervening or Missing Assignments. The Company acknowledges and 

agrees that the Initial Member shall have no obligation to secure or obtain any missing 

intervening Mortgage Assignment or other assignment to the Initial Member or the Failed Bank 

that is not contained in the Loan File or among the Collateral Documents. Neither the absence of 

any intervening Mortgage Assignment or other assignment to the Initial Member, the FDIC or 

the Failed Bank, nor the existence of any Lien on the Loan or its Collateral, nor any defect in the 

Lien or priority ofthe Initial Member's or the Failed Bank's security interest in the Collateral 

shall give rise to any claim for purchase under Article VI. The Company shall bear all 

responsibility and expense ofsecuring from the appropriate source any intervening Mortgage 

Assignment or other assignment to the Initial Member, the FDIC or the Failed Bank that may be 

missing from the Collateral Documents, but the cost thereof shall constitute a Pre-Approved 

Charge for purposes ofthe Custodial and Paying Agency Agreement. 

Section 5.7 No Warranties or Representations as to Documents. The Initial Member 

makes no warranties or representations of any kind or nature as to the effectiveness or 

enforceability in any Foreign Jurisdiction ofthis Agreement or any other document or instrument 

delivered or prepared in connection herewith, whether or not prepared and executed in the forms 

provided herewith, all ofsuch forms being provided for reference only. 

ARTICLE VI 


Repurchase by the Initial Member at the Company's Option 


Section 6.1 Repurchases at Company's Option. The Company may, at its option, and 

upon satisfaction ofthe procedures and other requirements set forth below, require the Initial 

Member to repurchase a Loan, if, and only if, (x) prior to the Closing Date, one ofthe events 

described in Section 6.1(a) through ill has occurred or (y) after the Cut-OffDate, there is issued 

by a court of competent jurisdiction with respect to such Loan a court order (the "Order") that is 

based upon or as a result ofthe acts or omissions ofthe Initial Member or the Failed Bank on or 

prior to the applicable Cut-Off Date, and either requires the assignment and transfer ofsuch Loan 

back to the Initial Member or is a fmal non-appealable order that holds the Company liable to a 

Borrower for damages (exclusive of damages arising from the Company's acts or omissions after 

the applicable Servicing Transfer Date) in an amount that exceeds the unpaid principal balance 

of such Borrower's Loan at the time of such Order and, with respect to which, in either case, the 

Action in which such Order is issued meets the other conditions set forth in Section 6.l(j) below. 

IN NO EVENT SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE 

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8550870.5 
OBLIGATION TO REPURCHASE A LOAN HEREUNDER BE EVIDENCE OF ANY BAD 

FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE INITIAL MEMBER, THE 

FAILED BANK OR THE FDIC EVEN IF IT IS SHOWN THAT THE INITIAL MEMBER, 

THE FAILED BANK OR THE FDIC, OR ANY AFFILIATE THEREOF, OR ANY OF THEIR 

RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS (A) 

KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING 

TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED 

TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM. 

(a) The Borrower had been discharged in a no asset bankruptcy proceeding, there is 

no Collateral securing such Loan and out ofwhich such Loan may be satisfied, and all 

Guarantors or sureties ofthe Note, if any, or the obligations contained therein, have similarly 

been discharged in no asset bankruptcies. 

(b) A court of competent jurisdiction had entered a final judgment (other than a 

bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any 

Guarantors or sureties.owe an enforceable obligation to pay the holder of the Note or its 

ass1gnees. 

(c) The Initial Member or Failed Bank had executed and delivered to the Borrower a 

release ofliability from all obligations under the Note. 

(d) A title defect exists in connection with the property which is the subject of a 

Contract for Deed and which title defect requires a prior order or judgment of a court to enable 

the Company to convey title to such property in accordance with the terms and conditions set 

forth in the Contract for Deed. 

(e) The Initial Member is not the owner ofthe Loan (or, in the case of a Participated 

Loan, the Initial Member is not the owner ofthe pro rata interest in such Participated Loan set 

forth on the attached Loan Schedule) and such is not curable by the Initial Member so as to 

permit ownership ofthe Loan to be transferred to the Company. 

(f) There exists any Environmental Hazard, in which case the Company's recourse 

with respect to this Section 6.1([) shall be conditioned upon: (i) the presence of an 

Environmental Hazard not being disclosed in the Loan, Loan File or other material provided by 

the Initial Member to the prospective bidder prior to submission ofthe Bid; (ii) such Loan having 

an Adjusted Unpaid Principal Balance greater than $250,000.00; and (iii) the Company 

delivering, along with the notice required by Section 6.2, the following, each ofwhich must be 

satisfactory in form and substance to the Initial Member in its discretion: 

(A) 	 A Phase I environmental assessment, from a qualified and reputable firm, 

ofthe Mortgaged Property securing the Loan; and 

(B) 	 A Phase II environmental assessment or lead-based paint survey ofsuch 

Collateral from a qualified and reputable firm, which assessment shall 

confirm (i) the existence of an Environmental Hazard on such Collateral 

and (ii) that the regulator is likely to require such remediation; and, 

Franklin - Loan Contribution Agreement 

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8550870.5 
(C) 	 The Company shall have submitted a written certification ofthe Company 

under penalty ofperjury that no action has been taken by or on behalfof 

the Company (i) to initiate foreclosure proceedings or (ii) to accept a deedin-lieu-of-foreclosure in connection with such Loan. 

(g) . The Loan was (i) subject to the requirements ofthe Home Ownership and Equity 

Protection Act of 1994, as amended ("HOEPA"), or (ii) a "high cost," "threshold," "covered," 

"abusive" or "predatory'' loan or a similar loan under any state, federal or local law applicable to 

the originator ofsuch Loan as ofthe date of origination (or similarly classified loan using 

different terminology under a law enacted to combat predatory lending) unless (i) all 

requirements ofHOEPA or such other applicable law with respect to such Loan were met or (ii) 

any violation ofsuch law is susceptible to cure in a manner that does not materially impact the 

outstanding principal balance ofthe Loan as established on the Cut-Off Date. 

(h) The Loan is void, voidable, subject to a right ofrescission or unenforceable due to 

a material violation ofthose requirements ofLaws applicable to the originator ofthe Loan. 

(i) The Initial Member or the Failed Bank, or their respective officers, directors or 

employees, fraudulently caused the Borrower to receive less than all ofthe proceeds and benefits 

of a Note. The Company's recourse with respect to this Section 6.l(i) shall be conditioned upon 

the Company delivering, along with the notice required by Section 6.2, written evidence ofsuch 

fraud, which evidence must be satisfactory in form and substance to the Initial Member in its 

discretion. 

G) There is instituted after the Cut-OffDate any Action (i) that is asserted by more 

than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by 

the same Collateral being considered a single Borrower for purposes ofthis Section 6.1 (j)) with 

respect to more than one Loan (with multiple Loans secured by the same Collateral being 

considered a single Loan for purposes ofthis Section 6.1(j)), (ii) that includes allegations of 

fraud on the part ofthe Initial Member or the Failed Bank in connection with the Initial 

Member's or the Failed Bank's origination ofsuch Loans, and (iii) that names the Initial Member 

or the Failed Bank as a defendant and that asserts liability on the part ofthe Initial Member or 

the Failed Bank for which the Company is not liable as assignee, as a matter oflaw, with respect 

to such Loans. · 

Section 6.2 Notice to Initial Member. The Company shall notifY the Initial Member 

of each Loan with respect to which the Company seeks to exercise its rights under Section 6.1. 

Such notice shall be on the Company's letterhead and include the following information: (a) the 

Company's tax identification number, (b) the Company's wire transfer instructions, (c) the loan 

number and other identifYing information related to the Loan, (d) the subsection ofSection 6.1 

under which the Company is seeking to require the Initial Member to repurchase the Loan; (e) a 

summary ofthe reasons the Company believes that the Loan should be repurchased by the Initial 

Member and (e) a certification by the Company that the request for repurchase is being 

submitted in good faith and is complete and accurate in all respects to the best ofthe Company's 

knowledge. The notice shall be accompanied by evidence supporting the basis for the Initial 

Member's repurchase ofsuch Loan. Promptly upon request by the Initial Member, the Company 

Franklin - Loan Contribution Agreement 

30 

8550870.5 
shall supply th~ Initial Member with any additional evidence that the Initial Member may 

reasonably request. The Initial Member shall have no obligation to repurchase any Loan 

pursuant to this Article VI for which notice and all supporting evidence reasonably required by 

the Initial Member have not been received by the Initial Member at the addresses specified in 

Article VII no later than the first Business Day after the expiration of (i) in the case of any 

purchase demand pursuant to Section 6.1(a) through ill, 180 calendar days after the Closing 

Date, or in the case of a Contract for Deed, the first Business Day after the expiration of360 

calendar days after the Closing Date, and (ii) in the case of any purchase demand pursuant to 

Section 6.1(D, thirty (30) days after the issuance ofthe Order. 

Section 6.3 Re-delivery ofNotes, Files and Documents. For any Loan that qualifies 

for purchase under this Article VI, the Company shall: (a) re-endorse and deliver the Note to the 

Initial Member (or its designee); (b) assign all Collateral Documents associated with such Loan 

and reconvey any real property subject to a Contract for Deed or transferred by special warranty 

deed pursuant to Section 2.5, together with such other documents or instruments as shall be 

necessary or appropriate to convey the Loan back to the Initial Member (or its designee); (c) 

deliver to the Initial Member (or its designee) the Loan File, along with any additional records 

compiled or accumulated by the Company pertaining to the Loan; (d) take such actions as are 

necessary to transfer from the Company to the Initial Member any litigation or bankruptcy action 

involving the subject Loan, including substituting the duties ofthe Company for the Initial 

Member and the Initial Member for the Company, and with respect to the Affidavit and 

Assignment ofClaim, a form ofwhich is attached as Exhibit C, substituting the duties ofthe 

Assignor (as defined therein) for the Assignee (as defined therein) and the Assignee for the 

Assignor and (e) deliver to the Initial Member (or its designee) a certification, notarized and 

executed under penalty ofpeJ:jury by a duly authorized representative ofthe Company, certifying 

that as ofthe date ofpurchase by the Initial Member none ofthe conditions relieving the Initial 

Member ofits obligation to purchase the Loan as specified in Section 6.4 has occurred. The 

documents evidencing the conveyance ofthe Loan to the Initial Member shall be substantially 

the same as those executed pursuant to Article ill ofthis Agreement to convey the Loan to the 

Company. In all cases in which the Company recorded or filed among public records any 

document or instrument evidencing a transfer ofthe Loan to the Company, the Company shall 

cause to be recorded or filed among such records a similar document or instrument evidencing 

the conveyance ofthe Loan to the Initial Member. Upon compliance by the Company with the 

provisions _hereof, the Initial Member shall pay to the Company the Repurchase Price, and such 

Repurchase Price shall constitute Loan Proceeds for purposes ofthe Custodial and Paying 

Agency Agreement. 

Section 6.4 Waiver of Company's Repurchase Option. The Initial Member will be 

relieved ofits obligation to purchase any Loan for any reason set forth in Section 6.1 ifthe 

Company: (a) except as permitted by the Guidelines, modifies any ofthe terms ofthe Loan 

(including the terms of any Collateral Document or Contract for Deed); (b) except as permitted 

by the Guidelines, exercises forbearance with respect to any scheduled payment on the Loan; (c) 

accepts or executes new or modified lease documents assigned by the Initial Member to the 

Company; (d) sells, assigns or transfers the Loan or any interest therein; (e) fails to comply with 

the LLC Operating Agreement in.the maintenance, collection, servicing and preservation ofthe 

Loan, including delinquency prevention, collection procedures and protection of collateral as 

Franklin - Loan Contribution Agreement 

31 

8550870.5 
warranted; (f) initiates any litigation in connection with the Loan or the Mortgaged Property 

securing the Loan other than litigation to force payment or to realize on the Collateral securing 

the Loan; (g) completes any action with respect to foreclosure on, or accepts a deed-in-lieu of 

foreclosure for any Collateral securing the Loan; (h) causes, by action or inaction, the priority of 

title to the Loan, Mortgaged Property and other security for the Loan to be less than that 

conveyed by the Initial Member; (i) causes, by action or inaction, the security for the Loan to be 

different than that conveyed by the Initial Member, except as may be required by the terms ofthe 

Collateral Documents; G) causes, by action or inaction, a claim ofthird parties to arise against 

the Company that, as a result ofpurchase under this Agreement, might be asserted against the 

Initial Member; (k) causes, by action or inaction, a Lien of any nature to encumber the Loan to 

arise; (1) is the Borrower or any Affiliate thereof under such Loan; or (m) makes any 

disbursement ofprincipal or otherwise incrementally funds any Loan. 

ARTICLE VII 

Notices 

Section 7.1 Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under or by reason ofthe provisions of this 

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

or delivered by hand or by nationally recognized air courier service, in any case directed to the 

address of such Person as set forth in the applicable Section of this Article VII. Any such notice 

shall become effective when received (or receipt is refused) by the addressee, provided that any 

notice or communication that is received (or refused) other than during regular business hours of 

the recipient shall be deemed to have been given at the opening ofbusiness on the next Business 

Day ofthe recipient. From time to time, any Person may designate a new address for purposes 

ofnotice hereunder by notice to such effect to the other Persons identified in this Article VII. 

Section 7.2 Article VI Notice. Any notice, request, demand or other communication 

required or permitted to be given to the Initial Member pursuant to the provisions ofArticle VI 

shall be delivered to: 

Initial Member: Senior Capital Markets Specialist 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7026) 

Washington, D.C. 20429-0002 

Attention: Timothy A. Kruse 

Tel: (202) 898-6832 

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 

Tel: (703) 562-2430 

Franklin - Loan Contribution Agreement 

32 

8550870.5 
Section 7.3 Transfer Documents. For purposes of designating the Company as the 

return addressee on Transfer Documents, the following address shall be used: 

Company after Closing Date: Franklin Venture, LLC 

4282 North Freeway 

Fort Worth, Texas 76137 

Attention: Dennis G. Stowe 

Tel: (817) 321-6001 

Section 7.4 All Other Notices. Any notice, request, demand or other communication 

required or permitted to be given pursuant to any provision ofthis Agreement and that is not 

governed by the provisions of Section 7.2 or 7.3, shall be delivered to: 

Company before Closing Date: 	 Senior Capital Markets Specialist 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7026) 

Washington, D.C. 20429-0002 

Attention: Timothy A. Kruse 

Tel: (202) 898-6832 

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 

Tel: (703) 562-2430 

Company after Closing Date: 	 Franklin Venture, LLC 

4282 North Freeway 

Fort Worth, Texas 76137 

Attention: Dennis G. Stowe 

Tel: (817) 321-6001 

with a copy to: 	 K&L Gates LLP 

1601 K Street, N.W. 

Washington, D.C. 20006 

Attention: Phillip J. Kardis, II 

Tel: (202) 778-9401 

Initial Member: · Senior Capital Markets Specialist 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7026) 

Franklin - Loan Contribution Agreement 

33 

8550870.5 
Washington, D.C. 20429-0002 

Attention: Timothy A. Kruse 

Tel: (202) 898-6832 

with a copy to: Senior Connsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership 

Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

Tel: (703) 562-2430 

ARTICLE VIII 


Miscellaneous Provisions 


Section 8.1 Severability. Any provision ofthis Agreement which is prohibited or 

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

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

particular Person or Persons and/or nnder 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 nnder 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 ofsuch prohibition or nnenforceability, and 

such prohibition or llll:enforceability 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 ofthe remaining provisions ofthis 

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

Agreement that in the event that in any court proceeding, such court determines that any 

provision ofthis Agreement is prohibited or nnenforceable in any jurisdiction (because ofthe 

duration or scope (geographic or otherwise) ofsuch provision, or for any other reason) such 

court shall have the power to, and shall, (x) modif'y such provision (including without limitation, 

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

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

jurisdiction) for purposes ofsuch 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 8.1 

is intended to, or shall, limit (1) the ability of any party to this Agreement to appeal any court 

ruling or the effect of any favorable ruling on appeal or (2) the intended effect of Section 8.2. 

Section 8.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY 

AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW, BUT IF FEDERAL LAW 

DOES NOT PROVIDE A RULE OF DECISION, IT SHALL BE GOVERNED BY AND 

CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, 

EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER 

Franklin - Loan Contribution Agreement 

34 

85508705 
THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW 

OF ANOTHER JURISDICTION. Nothing in this Agreement shall require any unlawful action 

or inaction by any party hereto. 

Section 8.3 Cost, Fees and Expenses. Except as otherwise provided herein, each party 

hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or 

incidental to the matters contained in this Agreement, including fees and disbursements to its 

accountants and counsel. 

Section 8.4 Waivers; Amendment and Assignment. No provision ofthis Agreement 

may be amended or waived except in writing executed by all ofthe parties to this Agreement. 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, 

rights and benefits hereof shall be binding upon, and shall inure to the benefit ofthe undersigned 

parties and their respective heirs, executors, administrators, representatives, successors and 

permitted assigns, and no other Person or Persons (including Borrowers or any co-lender or other 

Person with any interest in or liability under any ofthe Loans) shall have any rights or remedies 

under or by reason ofthis Agreement. Notwithstanding the foregoing, this Agreement may not 

be transferred or assigned without the express prior written consent ofthe Initial Member and 

any attempted assignment without such consent shall be void ab initio. 

' Section 8.5 No Presumption. This Agreement shall be construed fairly as to each 

party hereto and if at any time any such term or condition is desired or required to be interpreted 

or construed, no consideration shall be given to the issue ofwho actually prepared, drafted or 

requested any term or condition ofthis Agreement or any agreement or instrument subject 

hereto. 

Section 8.6 Entire Agreement. This Agreement and the Ancillary Documents contain 

the entire agreement between the Initial Member and the Company and its Affiliates with respect 

to the subject matter hereof and supersede any and all other prior agreements, whether oral or 

written. In the event of a conflict between the terms ofthis Agreement and the terms of any 

Transfer Document or other document or instrument executed in connection herewith or in 

connection with the transactions contemplated hereby, including any translation into a foreign 

language ofthis Agreement for the purpose of any Transfer Document, or any other document or 

instrument executed in connection herewith which is prepared for notarization, filing or any 

other purpose, the terms ofthis Agreement shall control, and furthermore, the terms ofthis 

Agreement shall in no way be or be deemed to be amended, modified or otherwise affected in 

any manner by the terms ofsuch Transfer Document or other document or instrument. 

Section 8.7 Jurisdiction; Venue and Service. The Company, for itself and its 

Affiliates, hereby irrevocably and unconditionally: 

(a) (i) agrees that any suit, action or proceeding instituted against it by any other 

party with respect to this Agreement may be instituted, and that any suit, action or proceeding by 

it against any other party with respect to this Agreement shall be instituted, only in the Supreme 

Court ofthe State ofNew York, County ofNew York, or the U.S. District Court for the Southern 

District ofNew York or the United States District Court for the District of Columbia (and 

appellate courts from any ofthe foregoing) as the party instituting such suit, action or proceeding 

Franklin - Loan Contribution Agreement 

35 

8550870.5 
may in his or its sole discretion elect, (ii) consents and submits, for itself and its property, to the 

jurisdiction ofsuch courts for the purpose of any such suit, action or proceeding instituted 

against it by any other party and (iii) agrees that a fmal judgment in any such suit, action or 

proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the 

judgment or in any other manner provided by Law; 

(b) agrees that service of all writs, process and summonses in any suit, action or· 

proceeding pursuant to Section 8.7(a) may be effected by the mailing of copies thereof by 

registered or certified mail, postage prepaid, to the Company at its address for notices pursuant to 

Article VII (with copies to such other Persons as specified therein); provided, however, that 

nothing contained in this Section 8.7 shall affect the ability of the Company to be served process 

in any other manner permitted by Law; 

(c) (i) waives any objection that it may now or hereafter have to the laying of venue 

of any suit, action or proceeding arising out of or relating to this Agreement brought in any court 

specified in Section 8. 7(a), (ii) waives any claim that any such suit, action or proceeding brought 

in any such court has been brought in an inconvenient forum and (iii) agrees not to plead or 

claim either of the foregoing; and · 

(d) agrees that nothing contained in this Section 8.7 shall be construed to constitute 

consent to jurisdiction by the Initial Member, the Failed Bank or the FDIC in any capacity or a 

limitation on any removal rights the FDIC, in any capacity, may have. 

Section 8.8 Waiver of Jurv Trial. EACH OF THE COMPANY, FOR ITSELF AND 

ITS AFFILIATES, AND THE INITIAL MEMBER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY W AlVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

Section 8.9 Countemarts; Facsimile Signatures. This Agreement may be executed in 

two (2) or more counterparts, each ofwhich shall be deemed an original but all ofwhich together 

shall constitute but one and the same agreement. This Agreement and any amendments hereto, 

to the extent signed and delivered by facsimile or other electronic means, shall be treated in all 

manner and respects as an original agreement and shall be considered to have the same binding 

legal effect as ifit were the original signed version thereof delivered in person. No signatory to 

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

signature or the fact that any signature or agreement was transmitted or communicated through 

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

enforceability of a contract and each such Person forever waives any such defense. 

Section 8.10 Headings. Paragraph titles or captions contained in this Agreement are 

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

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

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

unless otherwise specified. 

Franklin- Loan Contribution Agreement 

36 

8550870.5 
Section 8.11 Compliance with Law. Except as otherwise specifically provided herein, 

each party to this Agreement shall, at its own cost and expense, obey and comply with all Laws, 

as they may pertain to such party's performance ofits obligations hereunder. 

Section 8.12 Right to Specific Performance. THE COMPANY HEREBY 

ACKNOWLEDGES AND AGREES THAT THE DAMAGES TO BE INCURRED BY 

INITIAL MEMBER AS A RESULT OF THE COMPANY'S BREACH OF THIS 

AGREEMENT WILL BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN, THAT 

DAMAGES WILL NOT BE AN ADEQUATE REMEDY AND THAT ANY BREACH OR 

THREATENED BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT BY THE 

COMPANY MAY CAUSE IMMEDIATE IRREPARABLE HARM FOR WHICH THERE 

MAY BE NO ADEQUATE REMEDY AT LAW. ACCORDINGLY, THE PARTIES AGREE 

THAT, IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, THE 

INITIAL MEMBER SHALL BE ENTITLED TO (I) IMMEDIATE AND PERMANENT 

EQUITABLE RELIEF (INCLUDING INJUNCTIVE RELIEF AND SPECIFIC 

PERFORMANCE OF THE PROVISIONS OF THIS AGREEMENT) FROM A COURT OF 

COMPETENT JURISDICTION (IN ADDITION TO ANY OTHER REMEDY TO WHICH IT 

MAY BE ENTITLED AT LAW OR IN EQUITY), AND (II) SOLELY IN THE CASE OF A 

BREACH OF SECTION 4.12 HEREOF, LIQUIDATED DAMAGES IN THE AMOUNT OF 

$25,000 FOR EACH BREACH OF SUCH SECTION. THE PARTIES AGREE AND 

STIPULATE THAT THE INITIAL MEMBER SHALL BE ENTITLED TO EQUITABLE 

(INCLUDING INJUNCTIVE) RELIEF WITHOUT POSTING A BOND OR OTHER 

SECURITY AND THE COMPANY FURTHER W AlVES ANY DEFENSE IN ANY SUCH 

ACTION FOR SPECIFIC PERFORMANCE OR INJUNCTNE RELIEF THAT A REMEDY 

AT LAW WOULD BE ADEQUATE AND ANY REQUIREMENT UNDER LAW TO POST 

SECURITY AS A PREREQUISITE TO OBTAINING EQUITABLE RELIEF. NOTHING 

CONTAINED IN THIS SECTION 8.12 SHALL LlMITEITHERPARTY'S RIGHT TO ANY 

REMEDIES AT LAW, INCLUDING THE RECOVERY OF DAMAGES FOR BREACH OF 

THIS AGREEMENT. 

[Remainder ofPage Intentionally Left Blank] 

Franklin - Loan Contribution Agreement 

37 

8550870.5 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

as ofthe day and year first above written. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION as Receiver for Franklin 

::Nam

Title: Attorney-in-Fact 


FRANKLIN VENTURE, LLC 

By: 	 Federal Deposit Insurance Corporation as 

Receiver for Franklin Bank, S.S.B., its 

N

Title: Attorney-in-Fact 


Franklin - Loan Contribution Agreement 

EXHIBIT A 

to 

Loan Contribution and Sale Agreement 

LOAN SCHEDULE 

The Loan Schedule is separately being acknowledged and delivered on the Closing Date 

by the Initial Member, the Company and the LLC Interest Transferee. 

Franklin - Loan Contribution Agreement 

A-1 

8550870.5 

EXHIBITB 


to 


Loan Contribution and Sale Agreement 


LOAN VALUE SCHEDULE 


The Loan Value Schedule is combined with the Loan Schedule and is separately being 

acknowledged and delivered on the Closing Date by the Initial Member, the Company and the 

LLC Interest Transferee. 

Franklin - Loan Contribution Agreement 

B-1 

8550870.5 

EXHIBITC 


to 


Loan Contribution and Sale Agreement 


(For use with Loans in Bankruptcy) 


(Note to Preparer: When preparing the actual Affidavit and Assignment, delete this instruction 

and the reference to Exhibit C above.) 

State of ________ § 

§ 

County of_______ § 

AFFIDAVIT AND ASSIGNMENT OF CLAIM 

The undersigned, being first duly sworn, deposes and states as follows: 

Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B 

("Assignor"), acting by and through its duly authorized officers and agents, for good and 

valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged does 

hereby sell, transfer, assign and set over to Franklin Venture, LLC ("Assignee") of {insert the 

Company's address} __----=---=-- -:c:---::--:---:---:----:--:---' ---,-,..-,---,----­

and his/her/its successors and assigns, all ofthe Assignor's interest in any claim in the 

bankruptcy case commenced by or against {insert Obligor's name} ("Obligor") in the 

{insert appropriate U.S. Bankruptcy Court, including the district ofthe court, such as for the 

Western District ofTexas, being designated as Case Number {insert docket number assigned 

case} ("Bankruptcy Claim"), or such part ofsaid Claim as is based on the promissory note of 

{insert the names ofthe makers ofthe note exactly as they appear on the note}, dated {insert the 

date the note was made}, and made payable to {insert the name ofthe payee on the note exactly 

as it appears on the note}, provided, however, that this assignment is made pursuant to the terms 

and conditions as set forth in that certain Loan Contribution and Sale Agreement between the 

Assignor and the Assignee dated as of (the "Agreement") . 

.For purposes of"Rule 3001 ofthe Federal Rules of Bankruptcy Procedure ("Bankruptcy 

Rule 3001"), this assignment and affidavit represent the unconditional transfer ofthe Bankruptcy 

Claim or such part ofthe Claim as is based on the promissory note or notes above and shall 

constitute the statement ofthe transferor acknowledging the transfer and stating the consideration 

therefore as required by Bankruptcy Rule 3001. 

This transfer was not for the purpose ofthe enhancement of any claim in a pending 

bankruptcy. The transfer ofthe debt was pursuant to the Agreement, through which numerous 

debts were sold; no specific amount ofthe total consideration was assigned to the debt that forms 

the basis of claim. 

Franklin - Loan Contribution Agreement 

C-1 

8550870.5 
This assignment shall also evidence the unconditional transfer ofthe Assignor's interest 

in any security held for the claim. 

IN WITNESS WHEREOF, the Assignor has caused this Affidavit and Assignment of 

Claim to be executed this _ day of __ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECENER FOR FRANKLIN BANK, S.S.B. 

By: -----------------­

Name: -------------------­ Title: Attorney-in-Fact 

ACKNOWLEDGMENT 

STATE OF ______________ § 

§ 

COUNTY OF _____________ § 

.Before me, the undersigned authority; a Notary Public in and for the county and state 

aforesaid, on this day personally appeared , known to me 

to be the person whose name is subscribed to the foregoing instrument, as Attorney-in-Fact of 

the Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B. acting in the 

capacity stated above, and acknowledged to me that s/he executed the same as the act ofthe 

Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B., for the purposes 

and consideration therein expressed, and in the capacity therein stated. 

Given under my hand and seal of office on this the_ day of_________, __. 

Notary Public 

[SEAL] My Commission expires: _____________ 

Franklin - Loan Contribution Agreement 

C-2 

8550870.5 

EXHIBITD 


to 


Loan Contribution and Sale Agreement 


(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference 

to Exhibit D above.) · 

STATE OF ______ § 

§ 

COUNTY OF _____ § 

ASSIGNMENT AND LOST INSTRUMENT AFFIDAVIT 

Before me, the undersigned authority, personally appeared :---=-:--=--=---=--=-­

who upon· being duly cautioned and sworn deposes and says, to the best ofhis /her knowledge, as 

follows: 

L That s/he is the for the Federal Deposit Insurance Corporation as 

Receiver for Franklin Bank, S.S.B., whose address is 550 17'h Street, NW, Washington, DC 

20429-0002 ("Initial Member"). 

2. That at the time of the preparation oftransfer to Franklin Venture, LLC (the 

"Company"), the Initial Member was the owner ofthat certain loan, obligation or interest in a 

loan or obligation evidenced by a promissory note, evidencing an indebtedness or evidencing 

rights in an indebtedness (the "Instrument"), as follows: 

Loan Number: _____________ 

Name ofMaker: _____________ 

Original Principal Balance: _________ 

Date ofInstrument: ___________ 

3. That the original Instrument has been lost or misplaced. The Instrument was not 

where it was assumed to be, and a search to locate the Instrument was undertaken, without 

results. Prior to the transfer to the Company, the Instrument had not been assigned, transferred, 

pledged or hypothecated. 

4. That ifthe Initial Member subsequently locates the Instrument, the Initial Member 

shall use reasonable efforts to provide written notice to the Company and deliver and endorse the 

Franklin - Loan Contribution Agreement 

D-1 

8550870.5 
Instrument to the Company in accordance with written instructions received from the Company 

(or such other party designated in writing by the Company). 

5. That the purpose ofthis affidavit is to establish such facts. This affidavit shall not 

confer any rights or benefits, causes or claims, representations or warranties (including, without 

limitation, regarding ownership or title to the Instrument or the obligations evidenced thereby) 

upon the Company, its successors or assigns. All such rights, benefits, causes or claims, 

representations and warranties (if any) shall be as set forth in the Loan Contribution and Sale 

Agreement between the Company and the Initial Member dated as of ___, 2009 (the 

"Contribution Agreement"). 

6. That pursuant to the terms and conditions ofthe Contribution Agreement the 

Instrument (including, without limitation, any and all rights the Initial Member may have to 

enforce payment and performance ofthe Instrument, including any rights under Section 3-309 of 

the Uniform Commercial Code) is hereby assigned effective as ofthe date hereof, without 

recourse, representation or warranty, to the Company. A copy ofthe Instrument is attached to 

this affidavit, if available. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECENER FOR FRANKLIN BANK, S.S.B. 

By: -----------------­ Name: ----------~-------

Title: Attorney-in-Fact 

[Remainder ofPage Intentionally Left Blank] 

Franklin - Loan Contribution Agreement 

D-2 

8550870.5 
20 

ACKNOWLEDGMENT 


STATE OF ______ § 


§ 

COUNTY OF ______ § 

Before me, the undersigned authority, a Notary Public in and for the county and state 

aforesaid, on this day personally appeared , known to me 

to be the person whose name is subscribed to the foregoing instrument, as Attorney-in-Fact of 

the Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B. acting in the 

capacity stated above, and acknowledged to me that s/he executed the same as the act ofthe 

Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B .., for the purposes 

and consideration therein expressed, and in the capacity therein stated. 

Given under my hand and seal of office on this the __day of_____ ___, 

Notary Public 

[SEAL] My Commission expires: _______ 

Franklin - Loan Contribution Agreement 

D-3 

8550870.5 

EXHIBITE 


to 


Loan Contribution and Sale Agreement 


Franklin - Loan Contribution Agreement 

E-1 

8550870.5 
LIMITED POWER OF ATTORNEY 

[Franklin Residential Loan Sale] 

KNOW ALL PERSONS BY THESE PRESENTS, that the FEDERAL DEPOSIT 

INSURANCE CORPORATION, a corporation organized and existing under an Act ofCongress, 

hereafter called the "FDIC", pursuant to the applicable resolutions ofthe Board ofDirectors of 

the FDIC, and redelegations thereof, hereby designates the individual(s) set forth on Exhibit A, 

attached hereto and made a part hereof ("Attorney(s)-in-Fact") to act on behalfofthe FDIC in 

any ofits Receivership or Corporate capacities related to Franklin Bank, S.S.B., for the sole 

purpose ofexecuting the documents outlined below. 

WHEREAS, the undersigned has full authority to execute this Limited Power ofAttorney 

on behalf ofthe FDIC; and 

NOW THEREFORE, the FDIC grants to the Attorney(s)-in-Fact the authority, subject to 

the limitations herein, as follows: 

1. To execute, acknowledge, seal and deliver on behalfofthe Federal Deposit 

Insurance Corporation, individually and not jointly by and through the FDIC, acting in any 

capacity, any and all instruments oftransfer and conveyance, appropriately completed, with all 

ordinary or necessary endorsements, acknowledgments, affidavits and supporting documents as 

may be necessary or appropriate to evidence the sale and transfer of any asset contained in the 

Structured Transaction identified above. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
The form which the Attorney(s)-in-Fact shall use for endorsing promissory notes or preparing 

allonges to promissory notes is as follows: 

Pay to the order of 

FRANKLIN VENTURES LLC 

Without Recourse 

FEDERAL DEPOSIT INSURANCE 

CORPORATION ASRECEIVERFOR 

FRANKLIN BANK, S.S.B. 

By: ___________________ 

Name: ______~~----------

Title: Attorney-in-Fact 

All documents of assignment, conveyance or transfer shall contain this sentence: ''This 

assignment is made without recourse and without representation or warranty, express, implied or 

by operation oflaw of any kind and nature whatsoever, by the Federal Deposit Insurance 

Corporation in any capacity." 

2. To grant to each Attorney-in-Fact full power and authority to do and perform all 

acts necessary to carry into effect the powers granted by this Limited Power ofAttorney as fully 

as the FDIC in any capacity might or could do with the same validity as if all and every such act 

had been herein particularly stated, expressed and especially provided for. 

This Limited Power ofAttorney shall be effective from September 30. 2009 and shall 

90ntinue in full force and effect through September 29. 2010, unless otherwise terminated by an 

official ofthe FDIC or its successors and assigns authorized to do so ("Revocation"). At such 

time this Limited Power ofAttorney will be automatically revoked. Any third party may rely 

upon this document as the named individual(s)' authority to continue to exercise the powers 

herein granted unless a Revocation has been recorded in the public records ofthe jurisdiction 

where this Limited Power ofAttorney has been recorded, or unless a third party has received 

actual notice of a Revocation. 

IN WITNESS WHEREOF, the FDIC by its duly authorized officer empowered to act on 

its behalfby appropriate resolution ofits Board ofDirectors, or redelegations thereof, has 

caused these presents to be executed and subscribed in its name this day of September, 

2009. 

[[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
FEDERAL DEPOSIT INSURANCE CORPORATION 


Asset Marketing Branch 

Division ofResolutions and Receiverships 

(CORPORATE SEAL) ATTEST:

Name: Wa

Title: Attorney 

Office of Executive Secretary 

Signed, sealed and delivered 

in 

~~ -

Witness 

Na

Witness 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
ACKNOWLEDGMENT 


UNITED STATES OF AMERICA) 


) 

DISTRICT OF COLUMBIA ) 

First, Herbert J. Held, first affiant, for himself says that [ s!he] is an Assistant Director of the 

Franchise and Asset Marketing Branch, Division of Resolutions and Receiverships, ofthe 

Federal Deposit Insurance Corporation, the Corporation in whose name the foregoing Limited 

Power ofAttorney has been subscribed, that the said Limited Power ofAttorney was subscribed 

on behalfof the said Corporation by due authority ofthe Corporation's Board ofDirectors, and 

that the said Herbert J.' Held acknowledges the said Limited Power of Attorney to be the free act 

and deed ofthe said Corporation. 

Second, Walter C. Siedentopf, second affiant, for himself, says that he is an Attorney in the 

Office ofthe Executive Secretary of the Federal Deposit Insurance Corporation, the Corporation 

in whose name the foregoing Limited Power ofAttorney has been subscribed, that the seal 

affixed to the said Limited Power ofAttorney is the corporate seal ofthe said Federal Deposit 

Insurance Corporation, that the said Limited Power ofAttorney was subscribed on behalf ofthe 

said Corporation and its seal thereto affixed by due authority ofthe Corporation's Board of 

Directors, and that the said Walter C. Siedentopf acknowledges the said Limited Power of 

Attorney to be the free act 

My Commission Expires: 

SEPTEMBER 14,2010 
EXHIBIT A 

To 

LIMITED POWER OF ATTORNEY 

[Franklin Loan Sale) 

List of Designated Individnals 

Kelly O'Bannon 

Heath Carpenter 

Alicia Wood 

Jeff Gideon