AmTrust-NP SFR 2010 

LIMITED LIABILITY COMPANY INTEREST 


SALE AND ASSIGNMENT AGREEMENT 


by and among 


AMTRUST-NP S:FR VENTURE, LLC 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


AS RECEIVER FOR AMTRUST BANK OF CLEVELAND, OHIO 

and 

AMTRUST ACQUISITION, LLC 

Dated as ofJuly 9, 2010 

AmTrust - LLC Interest Sale Agmt 

EXECUTION VERSION 
LIMITED LIABILITY COMPANY INTEREST 


SALE AND ASSIGNJ\IIENT AGREEMENT 


THIS LIMITED LIABILITY COMPANY INTEREST SALE AND 

ASSIGNMENT AGREEMENT (this "Agreement") is made as of July 9, 2010, by and 

among AmTrust Acquisition, LLC, a limited liability company organized and existing 

under the Laws of Delaware (the "Private Owner"), and the Federal Deposit Insurance 

Corporation (in any capacity, the "FDIC"), in its capacity as receiver with respect to the 

Failed Bank (as defined below) and including its successors and assigns thereto 

(collectively, the "Initial Member"), and AmTrust-NP SFR Venture, LLC, a limited 

liability company organized and existing under the Laws of Delaware (the "Companv"). 

Capitalized tenns used and not defined in this Agreement shall have the respective 

meanings set forth in the LLC Operating Agreement (as hereinafter defined). 

RECITALS 

WHEREAS, the FDIC has been appointed receiver for AmTrust Bank of 

Cleveland, Ohio (the "Failed Bank"); and 

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

of Formation of the Company to be filed with the Secretary of State of the State of 

Delaware on June 21 , 2010, holds the sole limited liability company interest (as such 

term is defined in the Act) in the Company (an "LLC Interest"), and has entered into 

that certain Agreement dated as of July 9, 2010, with the Company as the " limited 

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

"Original LLC Operating Agreement"); and 

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

Loan Contribution and Sale Agreement dated of even date hereof (the "Contribution 

Agreement"), pursuant to which the Initial Member has contributed in part and sold in 

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

Mortgage Loans (as defined in the Contribution Agreement, and as so defined, the 

"Mortgage Loans"); and 

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

Interest (the "Transferred LLC Interest"), the FDIC selected a consortium of 

Residential Credit Solutions, Inc., CVJ Global Value Fund US L.LC, and RBS Financial 

Products Inc., (the "Sponsor") as the successful bidder pursuant to the bid submitted by it 

(the '•Bid") and, in accordance with tbe instructions governing the sealed bid sale, the 

Sponsor has deposited $6,645,533.74 (the "Earnest Monev Deposit") with the FDIC; 

and 

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

the Private Owner as a Qualified Transferee; and 

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

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

2 

AmTn1st - LLC Interest Sale A gmt 

EXECUT!ON VERSION 
Interest (the "Initial Member' s LLC Interest")) and enter into the Amended and 

.Restated Limited Liability Company Operating Agreement among the Company, the 

Private Owner and the Initial Member dated as of the date hereof and attached hereto as 

Exhibit A (the ''LLC O pera ting Agreement"), and the Private Owner desires to acquire 

the Transferred LLC Interest and enter into the LLC Operating Agreement. 

NO\V, THEREFORE, in consideration of the foregoing and the mutual promises 

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

receipt and sufficiency of which are hereby acknow1edged, the Initial Member, the 

Private Owner and the Company hereby agree as follows: 

l . Sale and Assignment: Purchase Price; Closing. 

(a) Sale and Assignment. Subject to the tem1s and conditions of this 

Agreement, tJ1e lnjtiai Member hereby sells to the Private Owner, and the Private Owner 

hereby purchases n·om the Initial Member, all of tbe Initial Member's right, title and 

interest in and to the Transferred LLC Interest for a purchase price of $66,455 ,337 .35 

(the "Transferred LLC I nterest Sale Jlrice"). On the date hereof, in satisfaction of its 

obligation to pay the Transferred LLC Interest Sale Price, the Pr1vate 0VvTier shall (i) 

remit to the Initial Member, by wire transfer of immediately available ftmds, to such 

account as the lnitial Member may direct in writing, an amount (the "Purchase Price 

Paymen t") equal to the positive difference (if any) between (x) the Transf{med LLC 

Interest Sale Price and (y) the Earnest Money Deposit. 

(b) Closinl:! Procedure. Upon (i) the receipt by the lnitial Member of 

the Purchase Price Payment, (ii) the delivery of the executed LLC Operating Agreement 

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

Mortgage Loan Value Schedule, in the form attached hereto as Exbibit B, allocating the 

Transferred LLC Interest Sale Price among the Mortgage Loans (the "J.\Ilortgage Loan 

Value S chedule"), which shall be appended to the Contribution Agreement as the 

Mortgage Loan Value Schedule thereunder, (iv) the delivery of the executed Transferee 

Acknowledgment and Certification, in the form attached hereto as Exhibit ~' and (v) the 

de livery of the executed Joinder and Consent Agreement, in the form attached hereto as 

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

and the closing of the other transactions contemplated hereby (collectjvely, the 

"Closing") shall be effective. 

2. L L C Operating Agreement. Contemporaneously with the execution and 

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

and the Initial Member the LLC Operating Agreement. 

3. [reserved) 

4. Representations and Warranties of Private Owner. The Private Owner 

hereby represents and warrants separately to each of the Initial Member and the Company 

as follows: 

3 

AmTmst • LLC lnt.:rest Sale Agmi 

EXECU TION V ERSION 
(a) The. Private Owner is a "Qualified Transferee," as such term is 

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

item included in such definition is true and correct in aJl respects as of the date hereof as 

if set forth herein. 

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

its agents by or on behalf of the Private Owner or any Affiliate thereof (including the 

Sponsor) in connection with this Agreement and the transactions contemplated hereby, 

including, but not limited to, the Purchaser Eligibility Certification, the Bid Certification, 

the Structured Transaction Qualification Request, the Bidder Qualification Request and 

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

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

misleading. 

5. Exclusivitv of Representations. THE TRANSFERRED LLC 

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

REPRESENTATION, WARRANTY, GUARANTY OR RECOURSE WHATSOEVER, 

INCLUDING AS TO ITS VALUE (OR THE VALUE, COLLECT ABILITY OR 

CONDITION OF THE MORTGAGE LOANS HELD BY THE COMPANY OR ANY 

OF' THE COLLATERAL FOR SUCH MORTGAGE LOANS), FITNESS FOR ANY 

PAKriCULAR PURPOSE, MERCHANTABILITY, FITNESS FOR A SPECIFIC 

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

OPERATION OF LAW OR OTHER WISE, AND TNITIAL MEMBER SPECIFICALLY 

DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR 

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

TRANSFERRED LLC INTEREST, THE MORTGAGE LOANS, OR THE 

COLLATERAL SECURING THE MORTGAGE LOANS. 

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

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

the case of any individual), successors and permitted assigns; provided, however, that the 

Private Owner may not assign this Agreement or any of its rights, interests or obligations 

heretmder. Any purported assignment or delegation in violation of this Agreement shall 

be null and void ab initio. 

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

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

successors and assigns. Except for the FDIC (in its corporate capacity), which shall be 

considered a third party beneftciary to this Agreement, there shall be no other third party 

beneficiaries hereunder. 

8. Waivers and Amendments. No amendment or waiver of any provision 

of this Agreement shall be effective unless the same s hall be in vvriting and executed by 

the Initial Member, the Private Owner, the Company and the FDIC (in its corporate 

capacity). 

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AmTrust- LLC Interest Sale /\gmt 

EXECUTION VERSION 
9. Failure to Consummate Transaction. If for any reason, without fault of 

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

T ransferred LLC Interest upon lhe terms and conditions set forth in this Agreement, the 

Jnitial Member's liquidated damages, and sole and exclusive remedy, shall be to retain 

the Earnest Money Deposit. The Private Owner and the Initial Member agree that the 

failure or refusal of the Initial Member to alter or modify, in any way, the terms or 

conditions of this Agreement, the LLC Operating Agreement or any Anci!Jary Document 

shall not constitute fault on the part of the Initial Member. The Private Owner shall not 

be liable for any of the foregoing damages if the Private Owner is forced to withdraw its 

Bid after award as the result of a supervisory directive given by the FDIC or any other 

federal or state financial regulatory agency, provided that the Initial Member shall be 

satisfied that such supervisory directive is legally effective. In such event, the Initial 

Member shall refund the Earnest Money Deposit. 

10. Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY 

AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW 

YORK, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT 

MIGHT REFER THE GOVERl~ANCE 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. 

11. Juris diction; Venue and Service. 

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

behalf ofitself and its Affiliates, hereby irrevocably and unconditionally: 

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

Court for the Southern District of Nev.1 York and to the jurisdiction of the United States 

District Court for the District ofColumbia for any suit, action or proceeding against it or 

any of its Affiliates commenced by the Initial Member arising out of, relating to, or in 

connection with this Agreement or any Ancillary Document, and waives any right to: 

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

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

tiles the action, suit or proceeding) without the consent ofthe lnitial Member; 

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

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

Court for the District ofColumbia; or 

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

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

Columbia is an inconvenient forum; 

(ji) consents to the jurisdiction of the Supreme Cour t of the 

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

5 

AmTrust· LLC Interest Sale A gmt 

E XECUT ION VERSI ON 
any of its Affiliates commenced by the ln]tial Member arising out of, relating to, or in 

cormection with this Agreement or any Ancillary Document '(other than the LLC 

Operating Agreement), and waives any right to: 

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

any other court or dispute-resolution forum without the consent ofthe Initial Member); 

(B) asse1t that venue is improper in the Supreme Court 

ofthe State ofNew York, County ofNew York; or 

(C) assert that the Supreme Court of the State of New 

York, County ofNew York is an inconvenient forum; 

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

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

this Agreement or any Ancillary Document (other than the LLC Operating Agreement) in 

only the United States District Court for the Southem District ofNew York or the United 

States District Court for the District of Columbia, and waives any right to remove or 

transfer such suit, action or proceeding to any other court or dispute-resolution forum 

without the consent of the Initial Member, and agrees to consent thereafter to transfer of 

the suit, action or proceeding to either the United States District Court for the Southern 

Distiict of New York or the United States District Court for the District of Columbia at 

the option ofthe Initial Member; and 

(iv) agrees, if the United States District Court for the Southem 

District of New York and the United States District Court for the District of Columbia 

both lack jurisdiction to hear a suit, action or proceeding falling within Section ll (a)(iii), 

to bring that suit, action or proceeding in only the Supreme Court of the State of New 

York, County of New York, and waives any right to remove or transfer such suit, action 

or proceeding to any other court or dispute-resolution forum without the consent of the 

Initial Member. 

(b) Each of the Private Owner and the Company, in each case on 

behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any 

final judgment entered against it in any suit, action or proceeding falling within Section 

.UUU may be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 11 (d), each of the P1ivate 

Owner and the Company, in each case on behalf of itself and its Affiliates, and the Initial 

Member, hereby irrevocably and unconditionally agrees that service of all writs, process 

and summonses in any suit, action or proceeding pursuant to Section 1liru or .Section 

l.l.02} may be effected by the mailing of copies thereof by registered or certified mail, 

postage prepaid, to it at its address for notices pursuant to this Section 11 (with copies to 

such other Persons as specified therein); provided , however, that nothing contained in this 

Section 11 (c) shall affect the right of any party to serve process in any other manner 

permitted by Law. 

6 

AmTrust- LLC Interest Salt: /\gmt 

EXECUT ION VERSION 
(d) Nothing in this Section 11 shall constitute consent to jurisdiction in 

any court by the FDIC, other than as expressly provided in Section ll(a)(iii) and Section 

11 (a)(iv), or in any way limit the FDIC's right to remove, transfer, seek to dismiss, or 

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

12. Waiver of Jm1' Trial. EACH OF THE PRIVATE OWNER AND THE 

COMPAJ""JY, FOR ITSELF AND ITS AFFILIATES, AND THE INITIAL MEMBER, 

HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT 

MAY HAVE TO A TRJAL BY JURY OF ANY DISPUTE ARISING OUT OF OR 

RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE 

SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

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

required or permitted to be given or delivered under or by reason of the provisions ofthis 

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

prepaid, by delivery by hand or by nationally recognized courier service, or by electronic 

mail, in each case mailed or delivered to the applicable address or electronic mail address 

specified in, or in the manner provided in, this Section 13 below. All such notices, 

requests, demands and other communications shaH be deemed to be given or made upon 

the earlier to occur of (i) actual receipt (or refusal thereof) by the relevant party hereto 

and (ii) (A) if delivered by hand or by nationally recognized courier service, when signed 

for (or refused) by or on behalf of the relevant party hereto; (B) if delivered by mail, 

when delivered (or refused), and (C) if delivered by electronic mail (which form of 

delivery is subject to the provisions of this paragraph), when delivered and capable of 

being accessed from the recipient's office computer, provided, that any notice, request, 

demand or other communication that is received other than during regular business hours 

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

business day of the recipient. In no event shall a voice mail message be effective as a 

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

designate a new address for purposes of notice to it hereunder by notice to such effect to 

the other parties hereto in the maoner set forth in this Section 13. 

Ifto the Initial Member, to: 

Manager, Capital Markets & Resolutions 


Federal Deposit Insurance Corporation 


550 17th Street, NW (Room F~7014) 

Washington, D.C. 20429-0002 


Attention: Ralph Malami 


Email Address: Rmalami@fdic.gov 


7 

AmTrust- tLC Interest Salt: Agmt 

EXECUTION VERSION 
with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

Email Address: Dgearin@fdic.gov 

Ifto the Private Ovmer or to the Company, to: 

AmTrust Acquisition, LLC 

4282 North Freeway 

Fort Worth, Texas 76137 

Attention: Dennis G. S 

Email Address 

Facsimile No. 

with a copy to: 

Phillip J. Kardis, II, Esq. 


K&L Gates LLP 


1601 K Street, N.W. 


Washington, DC 20006 


Email Address: 


Facsimile No.: 


14. Counterpa1·ts; Facsimile Signatures. This Agreement may be executed 

in any number of counterparts, each of which shall be an original and all of which shall 

together constitute one and the same instrument. It shall no t be necessary for any 

counterpart to bear the signature of all parties hereto. This Agreement and any 

amendments hereto, to the extent signed and delivered by facsimi le or other e lectronic 

means, shall be treated in all manner and respects as an original agreement and shall be 

considered to have the same binding legal effect as if it were the original signed version 

thereof delivered in person. No signatory to this Agreement shall raise the use of a 

facsimile machine or other electronic means to deliver a signature or the fact that any 

signature or agreement was transmitted or communicated through the use of a facsimile 

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

contract and each such Person forever waives any such defense. 

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

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

extend or describe the scope 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. 

8 

AmTrust · LLC Interest Salt: A gmt 

EXECUTION VERSION 
16. Compliance with Law; Rules of Constru ction. Except as otherwise 

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

expense, obey and comply with all Laws, as they may pertain to such party's 

performance of its obligations hereunder. Section 1.2 of the Contribution Agreement Is 

hereby incorporated by reference into this Agreement. 

[REMAfNDER OF PAGE INTENTIONALLY LEFT BLANK] 

9 

.1\mTrust- LI.C Imerest Sale Agmr 

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

executed as ofthe date first written above. 

PRIVATE OWNER: 

AmTrust Acquisition, LLC 

Solutions, Inc., its 

INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION , IN ITS CAPACITY 

AS RECEIVER FOR AMTRUST BANK 

OF CLEVELAND, OHIO 

COMPANY: 

AMTRUST-NP SFR VENTURES, LLC 

By: Federal Deposit Insurance Corporation, 

as Receiver for AmTrust Bank ofCleveland, 

10 


AmTrust- LLC Interest Sale Aynt 

EXECUTION VERSION 
Exhibit A 

Form of LLC Operating Agreement 

AmTrust-NP SFR 2010 


LLC Interest Sale Agmt 


12993311.6 
LIMITED LIABILITY C0l\1P ANY OPERATING AGREEMENT 

AMTRUST- NP SFR VENTURE, LLC 

AmTnasl.- lni tial Limited Liability Company Ope111ti ng Agreement 

EXECUTION VERSION 
TABLE OF CONTENTS 


Page 

ARTICLE I Certain Definitions .. ... .......................................................................................... } 


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


ARTICLE II Organizatio11 ofthe Company ............................... ............................................... 3 


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


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


2.3. Regi stered Office; Chief Executive Office .................. ..................................... ..... ..3 


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


ARTICLE III Management and Operations ofthe Company ..................................................... 3 


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


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


4.1. Capital (.~ontributions .......................... ....................... .... ..... ...... .. ............................. 4 


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


ARTICLE V ·Distributions and Al1ocations ............. .................... ............. ................................. 5 


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


5.2. Allocations .......... .... ... ................................ ....... ....................................................... 5 


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


6.1. Fisca1Year ............................................. ................................ .................................. 5 


6.2. l ' axation ............... ............... ....................... .................... ... ..... ........... .................... ... 5 


ARTICLE VII Dissolution and Winding-Up ofthe Company..................................................... 5 


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


7.2. Winding-1Jp Procedures..................... .................................................................... .. 5 


7.3. Tern1ination ofthe Con1pany .............. ..................................................................... 6 


AmTrusl -initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
TABLE OF CONTENTS 

(continued) 

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


8.1. Liability ofManager ................................................................................................6 


ARTICLE IX Miscellaneous ...................................... ...... ........................................................... ? 


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


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


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


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


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


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


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


Schedule I - Failed Financial Institution 


Exhibit A- Form ofCertificate ofFormation ofthe Company 


11 
AMTRUST- NP SFR VENTURE, LLC 


LIMITED LIABILITY COMPANY OPERATING AGREEMENT 


THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as the same 

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

"Agreement"), is made and effective as ofJune 21, 2010, by and among the Federal Deposit 

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

its successors and assigns hereto, the " Initial Member"), and AmTrust - NP SFR Venture, LLC, 

a Delaware limited ljability company (the "Company"}. 

WHEREAS, the FDIC was appointed as receiver for the failed financial institution listed 

on Schedule I hereto (the " Receiver"); and 

WHERE AS, on June 21,2010, the Initial Member formed the Company as a Delaware 

limited liability company; and 

\VHEREAS, the parties desire to set forth herein the tenns and conditions that will 

govern the ownership and operation ofthe Company. 

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

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

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

ARTJCLE I 

Certain Dcimitions 

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

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

to inc1ude the plural and vice versa). 

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

101 et ~· 

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

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

Person, (ii) any Person owning or Controlling ten percent (1 0%) or more 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, general partner, managing 

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

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

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

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

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

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

AmTrust- Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
"Certificate" shall have the meaning given in Section 2.1(a}. 

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

"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 of voting securities or interests, by contract or otherwise. 

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

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

effect from time to time. 

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

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

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

authority, agency or commission, orjudicial or arbitral body of any ofthe foregoing described in 

clause (i). 

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

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

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

stepchildren, grandchildren and grandchildren-in-law. 

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

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

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

Authority. 

"Manager" shaH have the meaning given in Section 3.1 (ill. 

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

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

other entity. 

"Receh·er" shall have the meaning given in the preamble. 

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

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

Revenue Code of 1986, as ame-nded, and all references to sections ofthe Treasury Regulations 

shall include any corresponding provision or provisions ofsucceeding, substitute, proposed or 

final T reasury Regulations. 

2 

AmTmsl - Initial limited Liability Company Operating Agreement 

EXECUTION VERSION 
ARTICLE ll 


Organization of the Company 


2.1. Formation. 

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

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

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

change the registered agent or office ofthe Company. 

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

the sole member of the Company. 

2.2. Name. 

(a) The name ofthe Company shaH be "AmTrust- NP SFR Venture, 

LLC". 

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

name ofthe Company or such other name or names that comply with app licable Law as the 

Initial Member may select from time to time. 

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

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

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

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

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

sh all be, as specified in the Certificate as originally filed. 

2.4. Pumose; Duration. 

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

limited purpose is stated in the Certificate. 

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

perpetually. 

ARTICLE III 

Management and Operations of the Company 

3.1. Management ofthe Company's Affairs. 

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

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

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

3 

AmTrust- Initial Limited Liability Company Operating Agrccmcn1 

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

accordance with this Agreement. 

(b) No Person deali ng with the Company or the Manager shaH be 

required to determine, and any such Person may conclusively r.ssume and re]y upon, the 

authority ofthe Manager to execute any instrument or make any undertaking on behalfofthe 

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

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

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

certificate signed by the Manager as to: 

(i) the identity ofthe Initial Member; 

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

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

gennane to the affairs ofthe Company~ 

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

deliver any instrument or document of or on behalfofthe Company~ or 

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

whatsoever involving the Company or the Initial Member. 

(c) Notwithstanding anything to the contrary contained in this 

Agreement, the parties hereto acknowledge and agree that: 

(i) nothing contained in this Agreement creates any fiduciary 

duty on behalfofthe Initial Member or the Manager; and 

(ii) the Company hereby expressly waives any fiduciary duties 

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

Company. 

ARTICLE IV 

Borrowings; Contributions; Other Matters 

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

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

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

Section 4. 1 is in furtherance of, and not in limitation oft Section 18-303{a) ofthe Act. 

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

membership interest ofthe Initial Member in the Company. 

4 

AmTrust · Jnitiilllimited Uability Company Operating Agreement 

EXECUTION VERSION 
ARTICLEV 

Distr ibutions and AJJocations 

5.1. Distributi ons. Subject to applicable Law and any limitations contained 

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

Initial Member. 

5.2. AIIocations. A11 income and loss ofthe Company shall be allocated to the 

Initial Member. 

ARTICLE VI 

Accounting and Taxation 

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

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

December 31. 

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

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

Regulations Section 30 1.7701-3. 

ARTICLE Vll 

Dissolution and W indin2.-Up of the Company 

7 .1. Dissolution. A dissolution ofthe Company shall take place upon the first 

to occur ofthe following: 

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

consent ofthe Initial Member; 

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

or 

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

dissolution, notwithstanding the provisions ofthis Section 7.1. 

7 .2. Winding-Up Procedures. If a dissolution ofthe Company pursuant to 

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

agreements to which it is a party, the other tenns and conditions ofthis Agreement, the Manager 

shall proceed as promptly as practicable to wind up the affairs ofthe Company in an orderly and 

businesslike manner. A final accounting shall be made by Manager. As part ofthe winding up 

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

5 

AmTrust · Initial Limited Liability Company Operating Agreement 

EXECUTJON VERSION 
(a) The assets ofthe Company shall be sold except to the extent that 

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

Initial Member as hereinafter provided. 

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

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

the Company shall be conducted as follows: 

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

extent permitted by Law, in satisfaction ofliabilities ofthe Company (whether by 

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

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

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

(ii) next, to the Initial Member. 

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

the completion ofthe winding up process set fort h in Section 7.2, the Manager (or such other 

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

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

Company. 

ARTICLE V1ll 

Manager Liability 

8.1. Liability ofManager. 

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

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

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

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

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

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

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

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

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

in good faith and in accordance with such opinion. 

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

reliance on the provisions ofthis Agreement. 

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

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

or omission ofthe Manager, provided only that this sentence shalt not apply in the case of 

intentional fraud. 

6 

AmTrost · lnirial Limited Liability Company Operating Agreement 

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

and without limitation of, Section 3.1 (c). 

ARTICLE IX 

Miscellaneous 

9.I. Entire Agreement. This Agreement constitutes the entire agreement and 

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

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

the subject matter hereof. 

9.2. Governing Law. TI-llS AGREEMENT IS GOVERNED BY AND 

SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF 

DELAWARE, EXCLUDING ANY CONFLICT -OF-LAWS RULE OR PRINCIPLE THAT 

MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT 

TO THE LAW OF ANOTHER JURISDICTION. ln the event of a direct conflict between the 

provisions ofthis Agreement and any mandatory, non-waivab]e provision ofthe Act, such 

provision of the Act shall control to the extent necessary to eliminate such direct conflict. 

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

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

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

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

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

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

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

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

thereofor the exercise of any other right, power or privilege. For the avoidance ofdoubt, any 

amendment, modification or waiver of, or in respect of: Section 3,1{£) or Section 8.1 of this 

Agreement shall (unless the lnitial Member, specifically in its capacity as J..1anag~r, specifica11y 

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

duties and liabi lity ofthe Manager under said sections ofthis Agreement as in effect 

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

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

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

9.4. Counterparts~ Facsimile Signatures. 

(a) This Agreement may be executed in any number ofcounterparts, 

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

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

hereto. 

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

and delivered by facsimile or other electronic means, sha11 be treated in all manner and respects 

7 

A1nTrust • Initial Lirnittd Liability Company Optrrating Agreement 

EXECUTION VERSION 
as an origina1 agreement and shall be considered to have the same binding legal effect as ifit 

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

shall raise the use of a facsimi1e machine or other electronic means to deliver a signature or the 

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

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

contract and each such Person forever waives any such defense. 

9.5. Successors and Assi&tlli. Except as otherwise specifically provided in this 

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

and the Company and their respective success·ors and permitted a<;signs. This Agreement, as in 

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

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

9.6. Construction. 

(a) Captio~. Paragraph titles or captions contained in this'Agreement 

are inserted only as a matter ofconvenience 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 this Agreement unless otherwise specified. 

· (b) References to Persons Exclusive. References to ·"Affiliates" ofa 

specified Person refer to, and 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. A reference to the 

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

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

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

Person). 

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

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

includes any amendment, modification or replacement to such Law. 

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

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

entity to which they refer. 

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

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

other attadunents thereto and all documents, instruments or agreements issued or execu~ed in 

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

thereof, as amended, modified and supplemented fi·om time to time in accordance with its terms 

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

8 

AmTrust · Initial Limited Liability Company Operating Agn~ement 

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

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

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

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

words ofsimilar import when used in this Agreement are not limiting and s hall be construed to 

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

words. 

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

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

period and continuing until the end ofsuch period. 

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

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

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

particular Person or Perso ns and/or under any particular circumstance or circumstances, such· 

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

particular Per.son or Persons and/or under such particular circumstance or circumstances, as the 

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

only as to such jurisdiction and only to the extent ofsuch prohibition or uncnforceability, and 

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

unenforceable such pr<>vi sion in any other jurisdiction; and (iii) without limitation ofclauses (i) 

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

Agre-ement. Without limitation ofthe preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court detennines that any · 

pmvision ofthis Agreement is prohibited or unenforceable in any jurisdicti<>n (because ofthe 

duration or scope (geographic or otherwise) ofsuch provision, or for any other reas<>n) such 

court shall have the power to, and shall, (x) modify such provision (including without limitation, 

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

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

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

provisi<>n, as so modified, may then be enforced in such proceeding and (y) enforce such 

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

Section 9. 7(b) is intended to, or shall, limit {1) the abi1ity ofany party to this Agreement to 

appeal any court ruling or the effect of any favorable ruling <>n appeal or (2) the intended effect 

<>f Section 9.2. 

[Remainder ofPage Intentionally Left Blank} 

9 

AmTrusr- Initial Limited Liability Company Operating Agreement 

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

their respeclive officers or agents thereunto duly authorized on the date first above written. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

AMTRUST BANK OF CLEVELAND, OHIO 

By:___________ 

Name: Robert T. Petrine 

Title: Attorney-in-Fact 

AMTRUST- NP SF'R VENTURE, LLC 

By: 	 Federal Deposit Insurance Corporation, in 

its capacity as receiver for AmTrust Bank of 

Cleveland, Ohio, 

Sole Member and Manager 

By:___________ 

Name: Robert T. Petrinc 

Title: Attorney-in-Fact 

[S1gnntun: Page to Initial Limited Linbilily Company Opcraung Agreemenl) 

AmTrust- Initial Limited L•ability Company Operating Agreem~nl 

eXECUTION VERSION 
SCHEDULE I 


FAILED FINANCIAL INSTITUTION 


Bank Name !City !closing Date 

AmTrust Bank of Cleveland, ICleveland !Ohio Ohio I 


T-1 


AmTrust -Initial Limited Liability ComP'Jny Operating Agreement 

EXECUTION VERSION 
EXHIBIT A 

FORM OF 

CERTIFICATE OF FORMATION 


OF 


AMTRUST- NP SFR VENTURE, LLC 


Pursuant to and in accordance with the provisions of Section 18-201 of the 

Delaware Limited Liability Company Act, the undersigned hereby certifies that: 

FIRST, the name of the limited liability company is AmTrust- NP SFR Venture, 

LLC (the "Companv"). 

SECOND, the address of the registered office of the Company in the State of 

Delaware is Corporation Trust Center, 1209 Orange Street, in the City of\Vilmington, County of 

New Castle. The name of the registered agent at such address is The Corporation Trust 

Company. 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of 

Formation ofthe Company on this_ day ofJune, 2010. 

By: ____________________________ __ 

Name: 

Title: Authorized Person 

AmTrust- Initial Limited Liability Company Opemting Agreement 

EXECUTION VERSION 
Exhibit B 

Form of Mortgage Loan Value Schedule 

Am Trust - LLC Interest Sale Agmt 

EXECUTION VERSION 
Exhibit C 

[FORM OF TRANSFEREE ACKNOWLEDGMENT AND CERTIFICATION! 

TRANSFEREE ACKNOWLEDGMENT AND CERTIFICATION 

Reference is made to the Limited Liability Company Interest Sale and 

Assignment Agreement dated July 9, 2010 (the "Transferred LLC Interest Sale 

Agreement") by and among AmTrust Acquisition, LLC, a Delaware limited liability 

company (the "Private Owner"), the Federal Deposit Insurance Corporation, as recei ver 

for AmTrust Bank of Cleveland, Ohio (including its successors and assigns thereto, the 

"Initial Member"), and AmTrust-NP SFR Venture, LLC, a Delaware limited liability 

company (the "Companv"). Capitalized terms used and not otherwise defined in this 

Transferee Acknowledgement and Certification have the meanings given in the 

Transferred LLC Interest Sale Agreement. 

The undersigned, the Private Owner, hereby acknowledges and certifies to the 

Initial Member that it has read and understands, and is prepared to cause the Company to 

comply with, the obligations imposed upon the Company und er the Contribution 

Agreement and the Ancillary Documents (as de11ned in the Agreement of Common 

Definitions). \Vithout limiting the foregoing, and subject to the provisions of the 

Contribution Agreement and the Ancillary Documents, the P1ivate Owner is aware of and 

prepared to cause the Company to comply with the obligations as specified in the 

Contribution Agreement (i) to take all appropriate action to remove the Initial Member 

and the Failed Bank as a party to any Jjligation or actions with respect to the Mortgage 

Loans (as defined in the Agreement of Common Definitions) (including without 

limitation the actions on the List (as defined below)), and to substitute the Company as 

the real party-in-interest in any such litigation or actions and (ii) to take all actions 

necessary to file (x) proofs of claims in pending bankruptcy cases involving any 

Mortgage Loans for which the Initial M.ember or the Failed Bank has not already filed a 

proof of claim, and (y) all documents required by Rule 3001 of the Federal Rules of 

Banl<Iuptcy Procedure and to take all such similar actions as may be required in any 

relevant jurisdiction in any pending banl<Iuptcy or insolvency case or proceeding in such 

jurisdiclion involving any Mortgage Loans in order to evidence and assert the Company's 

rights. 

AmTrusl - LLC Interest Sale A~mt 

EXECUTION VERSION 
Attached hereto as Schedule 1 is a list of litigation made available with respect to 

the Mongage Loans (the "List"). The undersigned acknowledges that the Initial Member 

makes no representation or warranty as to the completeness or accuracy ofthe List or the 

information contruned or referred to therein and that (without limitation ofthe foregoing) 

there may be additional litigation or bankruptcy actions pending against the Failed Bank 

or the In itial Member with respect to the Mortgage Loans or with respect to other parties 

with respect to the Mortgage Loans. 

Am Trust Acquisition, LLC, a Delaware limited 

liability company, as Private Owner 

By: Residential Credit Solutions, Inc., its Managing 

Member 

By: 

Name : Dennis G. Stowe 

Title: President 

AmTrust- LLC Interest Sale Agmt 

EXECUTION VERSION 
SCHEDULE I TO TRANSFEREE ACKNOWLEDGEMENT AND 


CERTIFICATION 


LIST OF LITIGATION 


The Initial Member makes no representation or warranty as to the completeness or 

accuracy of this List or the information contained or referred to herein. \Vithout 

limitation of the foregoing, there may be additional litigation or bankruptcy actions 

pending against any Failed Bank or the Initial Member with respect to the 

Mortgage Loans or with respect to other parties with respect to the Mortgage 

Loans. 

Am Trust - LLC Interest Sale Agnlt 

EXECUTION VERSION 
Exhibit D 

[FORM OF JOINDER AND CONSENT AGREEMENT] 

JOIN DER AND CON SENT AGREEMENT 

THIS JOINDER AND CONSENT AGREEMENT, dated as of July 9, 2010, is 

delivered pursuant to Section 1 (b) of the Limited Liability Company Interest SaJe and 

Assignment Agreement, dated as of July 9, 2010, by and among AmTrust Acquisit ion, 

LLC a limited liability company organized and existing under the Laws of Delaware (the 

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

"FDIC"), in its capacity as receiver with respect to AmTrust Bank of Cleveland, Ohio 

(including its successors and assigns thereto) (co llectively, the "Initial Member"), and 

AmTrust-NP SfR Venture, LLC, a li mited liabili ty company organized and existing 

under the Laws of Delaware (the "Company") (the "Transferred LLC Interest Sale 

Agreement"). Capitalized terms used herein without definition are used as defined in the 

Transferred LLC Interest Sale Agreement. 

By executing and delive ring this Joinde r and Consent Agreement, the Private 

Owner hereby becomes a party to the Mortgage Loan Contribution and Sale Agreement, 

dated as of the date of this Joinder and Consent Agreement, by and between the Initial 

Member and the Company (the "Contribution Agreement") with the same force and 

effect as if originally named as a party to the Contribution Agreement and, without 

limiting the generality of the foregoing, consents to and assumes all obligations and 

liabilities imposed upon the Private Owner pnrsuant to the Contribution Agreement. The 

Private Owner hereby agrees to be bound for all intents and purposes as a party to the 

Contribution Agreement. 

(remainder ofpage blank) 

1\mTrust • LLC lntertst Sule Agmt 

eXECUTION Vt:RS ION 
IN WITNESS WHEREOF, the Private Owner has caused this Joinder and 

Consent Agreement to be duly executed and delivered as ofthe date first above written. 

AMTRUST ACQUISITION, LLC 

By: Residential Credit Solutions, Inc., its 

Managing Member 

By:___ ___________ 

Name: Dennis G. Stowe 

Title: President 

Acknowledged and Agreed as ofthe date 

first above written: 

FEDERAL DEPOSIT INSURANCE 

CORPORATlON, as receiver for AmTrust 

Bank ofC leveland, Ohio, as U1e Initial 

Member 

By: ----------------------------­ Name: Robert T. Petrine 

Title: Attorney-in-Fact 

AMTRUST-NP SFR VENTURE, LLC, as 

the Company 

By: 	 Federal Deposit Insurance 

Corporation as Receiver for AmTrust 

Bank ofCleveland, Qhjo, as Initial 

Member and Manager 

By: _______________________ __ 

Name: Robert T. Petrine 

Title: Attorney-in-Fact 

AmTrust- LLC Interest Sale Agmt 

EXECUTION VERSION