Execution Copy

SIG CRE 2023 Venture LLC

SIG CRE 2023 Venture LLC

Reimbursement, Security and Guaranty Agreement 

Version 08-2022 (Standard Hybrid Option)

REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT

BY AND AMONG

SIG CRE 2023 VENTURE LLC,

EACH OTHER GRANTOR FROM TIME TO TIME PARTY TO THIS AGREEMENT,

FEDERAL DEPOSIT INSURANCE CORPORATION, 

IN ITS CAPACITY AS RECEIVER,

AS PMN AGENT,

AND

FEDERAL DEPOSIT INSURANCE CORPORATION, 

IN ITS CAPACITY AS RECEIVER,

AS INITIAL MEMBER

Dated as of December 14, 2023
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SIG CRE 2023 Venture LLC

Reimbursement, Security and Guaranty Agreement 

Version 08-2022 (Standard Hybrid Option)

TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

Section 3.4 Destruction of Secured Parties Collateral ...............................................7

Section 3.5 Releases of Collateral..............................................................................7

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

Section 3.7 Power of Attorney...................................................................................8

ARTICLE IV Events of Default ......................................................................................................8

Section 4.1 Events of Default.....................................................................................8

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

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

Section 5.2 Application of Proceeds........................................................................18

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

Section 5.4 No Impairment of Action......................................................................21

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

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

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

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

Section 6.2 Right of Contribution ............................................................................23

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

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

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

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

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

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

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

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

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

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

Section 8.2 Grantor Status; Licensing......................................................................27
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Reimbursement, Security and Guaranty Agreement 

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Section 8.3 LLC Operating Agreement ...................................................................27

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

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

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

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

Section 8.8 Change in Jurisdiction, Name, Location or Identity .............................28

Section 8.9 Payment of Principal on Purchase Money Notes; 

Reimbursement of PMN Agent.............................................................29

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

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

Section 8.12 Additional Grantors...............................................................................29

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

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

Section 8.15 Insurance ...............................................................................................30

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

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

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

Section 8.19 [Intentionally Omitted] .........................................................................31

Section 8.20 Transfers and Holding of Collateral......................................................31

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

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

Section 9.2 Limitation of Liability...........................................................................33

ARTICLE X Release of Secured Parties Collateral ......................................................................34

Section 10.1 Release of Secured Parties Collateral ...................................................34

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

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

Section 11.2 Exercise of Rights to Liquidate Assets and Secured Parties 

Collateral...............................................................................................35

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

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

Section 12.2 Delegation of Duties .............................................................................37

Section 12.3 Liability of PMN Agent ........................................................................37

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

Section 12.5 Liability of PMN Agent ........................................................................38

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

Section 12.7 PMN Agent May File Proofs of Claim .................................................39

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

Section 13.1 Application of the Common Terms.......................................................40

Section 13.2 Attorney-in-Fact....................................................................................40

Section 13.3 [Intentionally Omitted] .........................................................................40

Section 13.4 Reimbursement of Expenses.................................................................40
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Reimbursement, Security and Guaranty Agreement 

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Section 13.5 Termination of Security Interest ...........................................................40

Section 13.6 Indemnification .....................................................................................41

Section 13.7 Notices ..................................................................................................43

Section 13.8 Sale, Assignment or Transfer of Initial Member Interest .....................43

Section 13.9 Amendments and Waivers....................................................................43

Section 13.10 Reinstatement........................................................................................43

Section 13.11 Survival .................................................................................................44

Section 13.12 No Third Party Beneficiaries ................................................................44

Exhibit A Form of Joinder Agreement
SIG CRE 2023 Venture LLC

Reimbursement, Security and Guaranty Agreement 

Version 08-2022 (Standard Hybrid Option)

REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT

THIS REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT, effective 

as of December 14, 2023 (this “Agreement”), is entered into by and among: (a) SIG CRE 2023 

Venture LLC, a Delaware limited liability company (the “Debtor” or the “Company”); (b) each 

other entity that becomes a party to this Agreement pursuant to Section 8.12 (collectively, the 

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

Grantors together with Debtor, collectively, the “Grantors,” and each individually, a 

“Grantor”); (c) the Federal Deposit Insurance Corporation in its capacity as Receiver, as the 

PMN Agent (in such capacity, the “PMN Agent”), (d) the Federal Deposit Insurance 

Corporation, in its capacity as Receiver, as the Initial Member pursuant to the LLC Operating 

Agreement (in such capacity, the “Initial Member”), solely for purposes of Sections 5.1(a)(vi), 

5.1(a)(viii), 5.1(a)(ix), 5.1(a)(x), 8.3, and 13.7 to 13.12. 

WHEREAS, pursuant to the Transfer Agreement, (a) the Transferor has transferred all of 

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

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

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

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

dated as of the Closing Date, in the aggregate principal face amount of $6,050,777,826.70, and 

(b) the Debtor has agreed to execute and deliver this Agreement;

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

Closing Date, the Transferor has the right pursuant to Section 7.2 of the Transfer Agreement 

(subject to certain limitations set forth in such section) to replace such single Class of Purchase 

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

dates and aggregate principal amounts;

WHEREAS, (a) pursuant to Section 7.2 of the Transfer Agreement, the Transferor from 

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

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

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

Money Notes, (b) further Purchase Money Notes Guaranties may be issued pursuant to Section 5 

of Annex I to the Custodial and Paying Agency Agreement and (c) the Company is to be 

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

pursuant to any Purchase Money Notes Guaranty; and

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

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

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

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

Notes;

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

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

each Grantor, the PMN Agent and the Initial Member agree as follows:
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SIG CRE 2023 Venture LLC

Reimbursement, Security and Guaranty Agreement 

Version 08-2022 (Standard Hybrid Option)

ARTICLE I

Definitions

Section 1.1 Definitions. 

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

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

certain Agreement of Common Terms and Definitions dated as of the date of this Agreement by 

and among the parties to this Agreement and certain others (as the same might be amended from 

time to time in accordance with the terms set forth in this Agreement for the amendment of this 

Agreement) (the “Agreement of Common Terms and Definitions”), and are not otherwise 

defined in this Agreement, will have the meanings and definitions given, or referred to, in the 

Agreement of Common Terms and Definitions.

(b) The following terms have the meanings given to them in the NY UCC, 

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

meanings given to them in the NY UCC (such meanings to be equally applicable to both the 

singular and plural forms of the terms defined): “account”, “chattel paper”, “commercial tort 

claim”, “deposit account”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, 

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

“supporting obligation.” 

Section 1.2 Other Interpretive Provisions. The Rules of Construction apply to this 

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

this Agreement or in such other Secured Parties Collateral Document.

ARTICLE II

Reimbursement

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

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

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

Guaranty, the amount of such payment (provided, however, that any such payment by such 

Purchase Money Notes Guarantor occurring after the Determination Date immediately preceding 

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

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

Purchase Money Notes Guarantors, interest on an amount equal to the aggregate amount 

remaining unpaid by the Debtor to all Purchase Money Notes Guarantors pursuant to clause (a) 

of this Section 2.1 for each day unpaid, until the day all amounts owing to all Purchase Money 

Notes Guarantors pursuant to clause (a) of this Section 2.1 are reimbursed in full (both before

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

Applicable Interest Rate. All payments by the Debtor pursuant to this Section 2.1 are to be made 

free and clear of set-off or counterclaim in lawful currency of the United States and in 

immediately available funds. For the avoidance of doubt, for all purposes of this Agreement, 

including this Section 2.1 and Section 5.2, (x) no payment by any Purchase Money Notes 

Guarantor with respect to the Guaranteed Obligations pursuant to any Purchase Money Notes 
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Reimbursement, Security and Guaranty Agreement 

Version 08-2022 (Standard Hybrid Option)

Guaranty will be deemed to constitute a payment by the Debtor in respect of the Purchase Money 

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

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

any Class of Purchase Money Notes) is to disregard any such payment by any Purchase Money 

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

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

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

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

be applied (i) first, to any amount owed to such Purchase Money Notes Guarantor pursuant to 

clause (b) above, (ii) second, [intentionally omitted], and (iii) third, to any amount owed to such 

Purchase Money Notes Guarantor pursuant to clause (a) above, and to the extent (and solely to 

the extent) so applied as described in clause (y)(iii) will be deemed to constitute a payment by 

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

Money Notes Guarantor payment was made, and (z) any payment to any Purchase Money Notes 

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

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

Guaranty) to the rights of any Holders of Guaranteed Purchase Money Notes (excluding, for the 

avoidance of doubt, any deemed payment pursuant to clause (y)) will, as between the Grantors 

and such Purchase Money Notes Guarantor, for the purpose of determining the amount owed by 

the Debtor pursuant to this Section 2.1, be deemed to be applied in the order set forth in clauses 

(y)(i) and (iii). For the avoidance of doubt, this Section 2.1 applies only if any Purchase Money 

Notes Guaranty is executed and delivered.

Section 2.2 Obligations Absolute. The obligations of the Debtor pursuant to this 

Agreement are absolute, unconditional and irrevocable, and are to be discharged strictly in 

accordance with the terms set forth in this Agreement, under all circumstances whatsoever, 

including, without limitation, the following circumstances:

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

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

thereto;

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

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

Guaranty; 

(c) the existence of any claim, set-off, defense or other right that the Debtor 

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

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

transaction; 

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

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

not comply with the terms of such Purchase Money Notes Guaranty; and
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Reimbursement, Security and Guaranty Agreement 

Version 08-2022 (Standard Hybrid Option)

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

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

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

defense to the Debtor’s obligations pursuant to this Agreement. 

ARTICLE III

Security Interest

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

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

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

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

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

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

Parties a continuing security interest in, lien on and right of set-off against, all of such Grantor’s

right, title and interest in and to the Secured Parties Collateral. The “Secured Parties 

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

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

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

each Subsidiary Grantor’s obligations pursuant to this Agreement: all accounts, chattel paper, 

deposit accounts, documents (as such term is defined in the UCC), equipment, fixtures, general

intangibles, Intellectual Property, instruments, insurance (as such term is defined in the UCC), 

inventory, investment property, letter-of-credit rights, money (as such term is defined in the 

UCC) and other property of each Grantor (and any supporting obligations related thereto), 

including: 

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

(b) the Asset Documents;

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

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

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

(e) all Acquired Property;

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

whether known or unknown, against any Borrower, any Obligor or other obligor or any of their 

respective Affiliates, agents, representatives, contractors, advisors or any other Person arising 

under or in connection with the Assets or the Asset Documents or that is in any way based on or 

related to any of the foregoing, including contract claims, tort claims, malpractice claims, 

statutory claims and all other claims at Law or in equity arising under or in connection with the 

Asset Documents or the transactions related thereto or contemplated thereby; 
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Reimbursement, Security and Guaranty Agreement 

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

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

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

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

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

the foregoing; 

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

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

(i) all Ownership Interests in all Ownership Entities and TRS Entities

(collectively, the “Pledged Interests”);

(j) all of each Grantor’s right, title and interest in and to all insurance 

policies; 

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

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

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

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

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

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

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

Reporting and Access Schedule). 

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

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

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

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

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

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

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

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

time, the Transferor is to cause the Custodian to take possession of the Notes and other Custodial 

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

contractors (and have actually been located and collected for delivery pursuant to the Transfer

Agreement) as of the Closing Date) on behalf of the PMN Agent. The Debtor is to deliver to the 

PMN Agent (unless the Custodian/Paying Agent has been appointed, in which case the Debtor is 

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

Allonge, and (y) for each Mortgage included in the Collateral Documents, a Mortgage 

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

are to be held by the Custodian with the Notes and other Custodial Documents. Reasonable and 

customary expenses paid to third parties actually incurred by the Debtor in preparing and 

delivering such Allonges and Mortgage Assignments will constitute Pre-Approved Charges for 

purposes of the Custodial and Paying Agency Agreement. The PMN Agent may use the Allonge 
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SIG CRE 2023 Venture LLC

Reimbursement, Security and Guaranty Agreement 

Version 08-2022 (Standard Hybrid Option)

to effect the endorsement of a Note or the Mortgage Assignment to effect the assignment of a 

Mortgage at any time if an Event of Default occurs and is continuing. 

Section 3.2 Asset Defaults; Acquisition of Collateral. 

(a) Upon the occurrence of an event of default pursuant to any of the Asset 

Documents, but subject to the other terms and conditions of this Agreement applicable thereto, 

the Debtor must cause to be determined the response to such default and course of action with 

respect to such default, including (i) the selection of attorneys to be used in connection with any 

action, whether judicial or otherwise, to protect the respective interests of the Debtor and the 

PMN Agent in the applicable Asset and the Collateral, (ii) the declaration and recording of a 

notice of such default and the acceleration of the maturity of the Asset, (iii) the institution of 

proceedings to foreclose the Asset Documents securing the Asset pursuant to the power of sale 

contained therein or through a judicial action, or to appoint a receiver, (iv) the institution of 

proceedings against the Borrower or any Obligor, (v) the acceptance of a deed in lieu of

foreclosure, (vi) the purchase of the real property Collateral at a foreclosure sale or trustee’s sale 

or the purchase of the personal property Collateral at a Uniform Commercial Code sale, (vii) the 

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

or any Obligor, and (viii) the institution of any other remedy provided for in the respective Asset 

Documents or at Law.

(b) Nothing in this Section 3.2 or anything else in this Agreement is to be 

deemed to affirmatively require any Grantor to acquire or cause to be acquired all or any portion 

of any Collateral with respect to which there exists any Environmental Hazard. Except as 

otherwise directed by the Debtor, the Debtor is to require that no Servicer or Subservicer, and no 

Subsidiary or other entity in which the Debtor owns any interest, acquires all or any portion of 

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

foreclosure, deed in lieu of foreclosure, power of sale or sale pursuant to the UCC or otherwise. 

Prior to acquisition of title (by the Servicer, any Subservicer, the Debtor, any Subsidiary of the 

Debtor or any other entity in which the Debtor owns any interest) to any Acquired REO Property 

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

UCC, or otherwise), the Debtor must (or, with respect to any Acquired REO Property included in 

the SFR Assets, may, but is not required to) (i) cause a Site Assessment to be conducted with 

respect to such Acquired REO Property; provided, however, that the Debtor (and the applicable 

Ownership Entity) may rely on a third-party Site Assessment conducted within one year prior to

acquiring title so long as the Debtor (and the applicable Ownership Entity) has obtained all 

relevant updates within one hundred and eighty days prior to acquiring title, and taken applicable 

further action, so as to be deemed to have satisfied, and such prior third-party Site Assessment 

otherwise is permitted to be relied upon to satisfy, the United States Environmental Protection 

Agency’s “All Appropriate Inquiries” standards, set forth in 40 C.F.R. Section 312, for meeting 

the “Bona Fide Prospective Purchaser” and “Innocent Purchaser” defenses under CERCLA, 

42 U.S.C. Sections 9601 and 9607, and (ii) if the actions taken pursuant to clause (i) will not 

suffice for the Debtor to be deemed, at the time of such acquisition of title, to have satisfied such 

“All Appropriate Inquiries” standards, make (or the Manager will so make on behalf of Debtor) a 

determination specifically with respect to such Acquired REO Property that refraining from 

taking such other or further action as would so suffice to meet such “All Appropriate Inquiries” 
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Reimbursement, Security and Guaranty Agreement 

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standards is in accordance with the Servicing Standard. If title to any Collateral with respect to

which there exists any Environmental Hazard is to be acquired by foreclosure, by deed in lieu of 

foreclosure, by power of sale or by sale pursuant to the UCC, or otherwise, title to such 

Collateral is taken and held in the name of an Ownership Entity, whether already in existence or 

formed by the Debtor for such purpose; provided, however, that each Ownership Entity may only 

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

Environmental Hazard. The purposes of the Ownership Entity are to hold the Acquired Property 

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

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

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

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

applicable Business Plan.

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

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

otherwise, title to such Acquired REO Property is to be taken and held in the name of one or 

more Ownership Entities, whether already in existence or formed by the Debtor for such 

purpose, and such Ownership Entity will become a Subsidiary Grantor in the manner set forth in

Section 8.12. The purposes of the Ownership Entity will be to hold the Acquired REO Property 

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

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

REO Property as efficiently as is possible to minimize financial loss to the Debtor and the PMN 

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

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

applicable Business Plan. 

Section 3.3 Continuing Security Interest. This Agreement creates a continuing 

security interest in any and all of the Secured Parties Collateral and will remain in full force and 

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

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

Grantor and the PMN Agent to create (subject to the proviso to Section 8.10) a continuing, 

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

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

Collateral, the taking or acceptance of additional security, or the resort by the PMN Agent to any 

security it might have in any order it might deem appropriate, will not affect the liability of any 

Person on the Secured Obligations secured by this Agreement or the security interest and Lien 

granted by this Agreement (other than in respect of the released Secured Parties Collateral).

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

destruction of, the Secured Parties Collateral or any part thereof will relieve any Grantor of any 

of its obligations pursuant to this Agreement or any of the Secured Obligations. 

Section 3.5 Releases of Collateral. Each Grantor is authorized to cause the release or 

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

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

or directing disposition thereof, (b) upon payment of any Asset in full and satisfaction in full of 
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Reimbursement, Security and Guaranty Agreement 

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

payment in full of an Asset, (c) as is necessary in connection with the foreclosure on a 

Mortgaged Property, acceptance of a deed in lieu thereof or Modification or restructuring of the 

terms thereof, (d) in connection with such Grantor’s sale of an Asset in accordance with Section 

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

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

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

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

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

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

granted to or held by such Grantor on any Collateral. 

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

and retroactively authorizes any filing made on or prior to the Closing Date, the filing, at any 

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

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

such filing offices as the PMN Agent might determine are necessary or advisable to perfect the 

security interest granted to it pursuant to this Agreement. Such financing statements may 

indicate the Secured Parties Collateral as all assets of such Grantor or words of similar effect as

being of any equal or lesser scope or with greater detail or in any other manner as the PMN

Agent might determine is necessary, advisable, or prudent to ensure the perfection of the security 

interest in the Secured Parties Collateral granted to the PMN Agent in this Agreement pursuant 

to the terms of this Agreement. 

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

lawful attorney-in-fact, with full authority in the place and stead of such Grantor and in the name 

of such Grantor, the PMN Agent or otherwise, and with full power of substitution in the premises 

(which power of attorney, being coupled with an interest, is irrevocable for so long as this 

Agreement shall be in effect), from time to time in the PMN Agent’s discretion, following a

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

Section 4.10, Section 4.11 or Section 4.12 of the Transfer Agreement as it relates to the 

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

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

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

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

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

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

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

ARTICLE IV

Events of Default

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

for such Event of Default and whether it is voluntary or involuntary or is effected by operation of 

Law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of 
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any administrative or governmental body) constitutes an “Event of Default” pursuant to this 

Agreement: 

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

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

(pursuant to and as such term is defined in Section 3.13(j) of the LLC Operating Agreement); 

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

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

Debtor, (B) the Private Owner, (C) any Specified Parent of the Private Owner, or (D) any Person 

that Controls, or any Person directly or indirectly holding any Ownership Interest in (or 

otherwise Controlling) the Private Owner that is Controlled by, any Specified Parent of the 

Private Owner or (ii) with respect to any Servicer (or any Subservicer or JDC Contractor) 

(provided, however, that, if such Servicer (or Subservicer or JDC Contractor) is not an Affiliate 

of the Private Owner, then such Insolvency Event pursuant to this clause (ii) will not be an Event 

of Default pursuant to this Agreement so long as the Manager fully replaces (or causes the 

replacement of) such affected Servicer (or Subservicer or JDC Contractor) within thirty days 

after the occurrence of such Insolvency Event); 

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

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

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

Contractor) (provided, however, that if such Servicer (or Subservicer or JDC Contractor) is not

an Affiliate of the Private Owner, then such Dissolution Event pursuant to this clause (ii) will not 

be an Event of Default pursuant to this Agreement so long as the Manager replaces (or causes the 

replacement of) such affected Servicer (or Subservicer or JDC Contractor) within thirty days 

after the occurrence of such Dissolution Event); 

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

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

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

such failure requiring the same to be remedied has been given by the PMN Agent to the Debtor 

or otherwise has been given to the Debtor, the Private Owner or the Manager, as applicable 

(provided, however, that such failure to pay or cause to be paid any Servicing Expense relating to 

an Asset pursuant to this clause (d) will not be an Event of Default pursuant to this Agreement to 

the extent that the Debtor, the Private Owner or the Manager, as applicable, reasonably has 

determined in accordance with applicable Servicing Standards that such Servicing Expense, if so

paid, when combined with all reimbursed previous Servicing Expenses, Required Funding 

Draws and Pre-Approved Charges with respect to such Asset (and any remaining amounts owing 

to the Initial Member with respect to its servicing of such Asset as described in the Transfer

Agreement), would not be recoverable from the Asset Proceeds from such Asset); 

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

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

with and observe any provision of, the LLC Operating Agreement or any other Transaction 

Document (other than any failure to pay the principal amount of, or interest on, any Purchase 
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Money Note when due (for which occurrence of an “Event of Default” is subject to clause (o) 

below)), in each case, which failure continues unremedied for a period of thirty days or more 

after the date on which written notice of such failure requiring the same to be remedied is given 

to the Debtor by the PMN Agent or otherwise is given to the Debtor, the Private Owner or the 

Manager (in any capacity), as applicable; 

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

Servicer, any Rated Subservicer or any JDC Contractor to perform any of its obligations 

pursuant to, or otherwise to comply with and observe any provision of, the Servicing Agreement, 

applicable Subservicing Agreement or applicable Assignment of JDC Agreement, as the case 

might be, which continues unremedied for a period of thirty days after the date on which written 

notice of such failure requiring the same to be remedied is given by the Initial Member or the 

Manager to the Servicer, Rated Subservicer or JDC Contractor or by the PMN Agent to the 

Debtor, or (ii) a failure by the Manager (in its individual capacity) to replace (or, as applicable, 

cause the replacement of) the Servicer, any Rated Subservicer or any JDC Contractor upon the

occurrence of either (A) an Event of Default pursuant to this Agreement as a result of the 

Servicer’s, such Rated Subservicer’s or such JDC Contractor’s acts or omissions or (B) a

material breach by the Servicer, such Rated Subservicer or such JDC Contractor of, or the 

occurrence of any “Default” pursuant to (and as defined in), the Servicing Agreement, applicable 

Subservicing Agreement or applicable Assignment of JDC Agreement, in the case of (A) or (B) 

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

notice of such failure requiring the same to be remedied is given to the Manager (in any 

capacity) or by the PMN Agent to the Debtor; 

(g) [intentionally omitted]; 

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

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

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

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

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

Servicer Change of Control (provided, however, that, if the Servicer (or Subservicer) is not an 

Affiliate of the Private Owner, then any such Restricted Servicer Change of Control will not be 

an Event of Default pursuant to this clause (ii) so long as the Manager has fully replaced (or 

caused the replacement of) such affected Servicer (or Subservicer) within thirty days after the 

occurrence of such Restricted Servicer Change of Control); 

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

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

maintained with the Paying Agent) as and when required; 

(j) (i) any failure, of the Private Owner, at any time, for any reason or to any 

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

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

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

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

fact made by or on behalf of any Grantor in any Secured Parties Collateral Document, or in any 

written statement or certificate at any time delivered pursuant to or in connection with any 

Secured Parties Collateral Document (including any Cash Flow and Distribution Report or 

Monthly Report), proves to have been false or incorrect in any material respect when made, and 

such state of facts remains unremedied for a period of thirty days or more after the date on which 

written notice of such state of facts requiring the same to be remedied is given to the Debtor; 

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

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

Section 11.1; 

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

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

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

such failure requiring the same to be remedied is given to the Debtor or the Private Owner, as 

applicable;

(n) [intentionally omitted]; 

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

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

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

amount equal to the sum of (i) as applicable, either (x) with respect to clause (a) of the definition 

of the term “Purchase Money Notes Trigger Event”, the amount necessary to fully cure such 

failure (and then existing Purchase Money Notes Trigger Event) or (y) with respect to clause (b) 

of the definition of the term “Purchase Money Notes Trigger Event”, the amount necessary to 

eliminate the shortfall described in such clause, plus (ii) all interest that has accrued (pursuant to 

Section 2.1 of this Agreement or the terms applicable to the Purchase Money Notes, as 

applicable) as of the Distribution Date on which the proceeds of such Excess Working Capital 

Advance are to be distributed pursuant to Section 5.1(c) of the Custodial and Paying Agency 

Agreement (it being understood and agreed for the avoidance of doubt that if a Purchase Money 

Notes Trigger Event occurs, an Event of Default pursuant to this clause (o) thereafter can only be 

avoided or (after the ten Business Day period specified above) cured by the making of the Excess 

Working Capital Advance described (including in the amount described) above in this clause 

(o)); 

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

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

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

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

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

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

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

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

the Private Owner (including in its capacity as Manager) denies that it has any or further liability 
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or obligation pursuant to any Purchase Money Note, this Agreement, the Custodial and Paying 

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

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

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

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

Document; 

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

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

to the express terms hereof) fails or ceases to any extent to create a valid and perfected first 

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

Private Owner (including in its capacity as Manager) so asserts, and (with respect only to clause 

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

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

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

Custodian and Paying Agent; 

(r) any breach of Section 10.1(s) of the LLC Operating Agreement, which 

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

notice of such breach requiring the same to be remedied is given by the PMN Agent to the 

Debtor or the Private Owner or otherwise is given to the Debtor or the Private Owner; 

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

obligations pursuant to, or otherwise to comply with and observe any provision of, Sections 8.1, 

8.2 (first two sentences), 8.3, 8.7, 8.8, 8.12 or 8.20 of this Agreement; 

(t) at any time, there exists any PO Owner that has not executed and delivered 

(to each of the “Beneficiaries” named therein) a PO Owner Undertaking; 

(u) any failure, in any respect, on the part of the Debtor, the Manager, the 

Servicer or any Subservicer to (i) timely obtain or maintain in effect any insurance policy or 

fidelity bond required pursuant to the Insurance Schedule; or (ii) deliver copies of the initial 

insurance policies and fidelity bonds or thereafter complete any applicable Insurance 

Modifications identified in an Insurance Deficiency Notice, in each case within the applicable 

time frames specified in the Insurance Schedule; or 

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

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

pursuant to, or otherwise to comply with and observe any provision of, any Secured Parties 

Collateral Document or any document related thereto (including any obligation imposed upon 

any Servicer, Subservicer or JDC Contractor) that continues unremedied for a period of thirty 

days or more after the date on which written notice of such failure requiring the same to be 

remedied is given by the PMN Agent to the Debtor or otherwise is given to the Debtor (provided,

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

nature is curable, the cure period will be extended for an additional thirty days if the Debtor can 
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demonstrate to the reasonable satisfaction of the PMN Agent that the Debtor is diligently

pursuing remedial action). 

ARTICLE V

Remedies

Section 5.1 Remedies. 

(a) If an Event of Default occurs and is continuing: 

(i) The PMN Agent may declare the Purchase Money Notes to be 

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

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

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

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

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

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

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

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

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

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

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

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

Debtor of any moneys adjudged due; 

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

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

to any other Secured Parties Collateral Document;

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

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

other Secured Parties Collateral Documents and/or any rights or remedies of a secured party 

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

remedies of the PMN Agent; 

(v) The PMN Agent may sell the Secured Parties Collateral or any 

portion thereof or rights or interest therein;

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

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

exercise its rights, and thereupon the Initial Member is to exercise its rights, pursuant to the LLC 

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

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

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

LLC Operating Agreement, the Servicing Agreement, and any Subservicing Agreement to
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terminate the Servicer (and any Subservicers) and cause the Manager to enter into a new 

Servicing Agreement with a servicer selected by the PMN Agent (in its sole and absolute 

discretion);

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

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

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

clause (vii), a “Successor Servicer”);

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

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

exercise its rights, and thereupon the Initial Member is to exercise its rights, pursuant to the LLC 

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

the Initial Member (in its sole and absolute discretion), or (B) the PMN Agent may exercise its 

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

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

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

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

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

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

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

Operating Agreement; 

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

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

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

clauses (i) through (v) of Section 3.13(a) of the LLC Operating Agreement (in addition to the 

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

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

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

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

Purchase Money Notes; 

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

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

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

collection from such Subsidiary Grantor of any monies adjudged due; 

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

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

remedies of the PMN Agent pursuant to the LLC Operating Agreement, the Servicing 

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

rights described in Section 5.1(a)(vi)(B) above); 
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(xiv) The PMN Agent otherwise may exercise on behalf of the Holders 

their rights and remedies pursuant to the Purchase Money Notes; 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

to any such contracts.

The rights of the PMN Agent pursuant to this Section 5.1(a) are separate from, and in addition to, 

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

(b) In any event, if any Successor Servicer is appointed pursuant to the 

provisions of this Article V, the Company will, and will cause any Servicer (and any 

Subservicer) to, provide the PMN Agent and any Successor Servicer in a timely manner with all 

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

PMN Agent or any Successor Servicer to enable it and any Successor Servicer to assume the 

responsibilities as servicer, and to cooperate with the PMN Agent in effecting the termination of 
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any Servicer (or Subservicer), including (i) the transfer within one Business Day of all cash 

amounts that, at the time, are or should be credited to the Collection Account or are thereafter 

received with respect to any Asset, (ii) the transfer of all lockbox accounts with respect to which 

payments or other amounts with respect to the Assets are directed or the redirection of all such 

payments and other amounts to such account as the PMN Agent might specify, and (iii) the 

assignment to PMN Agent (or any Person designated by the PMN Agent) of the right to access 

all such lockbox accounts, the Company Accounts, and any other account into which Asset 

Proceeds or Borrower escrow or other payments are deposited or held; provided, however, that 

the documents, records, and data delivered by the Servicer (and any Subservicer) to the PMN 

Agent or any Successor Servicer pursuant to this Section 5.1(b) are limited to those documents in 

the Servicer’s (or its Subservicers’) possession at the time of such transfer or which the Servicer 

(or any Subservicer) acquires thereafter and do not include or are not deemed to include any 

documents, records or data in the possession of the Custodian. The Company will be liable for 

all costs and expenses incurred by the PMN Agent (I) associated with the complete transfer of 

the servicing data, (II) associated with the completion, correction, or manipulation of servicing 

data as might be required to correct errors or insufficiencies in the servicing data to enable the 

PMN Agent and any Successor Servicer (and any Subservicers) to service the Assets properly 

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

Subservicers). Within a reasonable time after receipt of a written request of the Company for the 

same, the PMN Agent must provide reasonable documentation evidencing such costs and 

expenses. 

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

otherwise afforded to the PMN Agent in, or as described in, Sections 5.1(a), 5.1(b) and 5.3, upon 

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

Agent to the Debtor of the PMN Agent’s intention to exercise its rights pursuant to this

Section 5.1(c)(i): 

(A) All rights of the Debtor (1) to receive any dividends or 

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

authorized to receive and (2) to exercise or refrain from exercising the voting and other 

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

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

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

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

from exercising such voting and other consensual rights; 

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

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

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

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

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

necessary endorsement or assignment); and

(C) the Debtor promptly will execute and deliver, and will 

cause the issuers of the Pledged Interests to execute and deliver (and each Subsidiary Grantor 
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covenants to execute and deliver), to the PMN Agent such proxies and other instruments as may 

be necessary, or as the PMN Agent might request from time to time, (1) to vest in the PMN 

Agent the powers intended to be vested in the PMN Agent pursuant to this Section 5.1(c)(i)

and/or (2) to, during the continuance of an Event of Default and as specified by the PMN Agent 

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

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

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

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

(ii) (A) In addition to and without limitation of Section 5.1(c)(i), 

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

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

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

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

the members or shareholders of any issuer of any Pledged Interest (including, without limitation, 

at any meeting to consider any petition for relief under any Debtor Relief Law), and, as the 

Debtor’s proxy, to consent or dissent to any action taken without a meeting, and further makes, 

constitutes and irrevocably and unconditionally appoints the PMN Agent, for itself and for the

benefit of the other Secured Parties, upon the occurrence and during the continuance of any 

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

behalf of the Debtor, with full power to appoint a substitute or substitutes, to vote and execute 

and deliver written voting consents with respect to the Pledged Interests, to the same extent and 

with the same effect as the Debtor could do under any applicable Laws or regulations governing 

the rights and powers of members or shareholders of the applicable issuer of the Pledged 

Interests (the irrevocable proxy and power of attorney granted pursuant to this Section 

5.1(c)(ii)(A), the “Irrevocable Proxy”).

(B) SUBJECT TO TERMINATION OF THIS AGREEMENT 

IN ACCORDANCE WITH SECTION 13.5 OF THIS AGREEMENT, THE IRREVOCABLE 

PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Irrevocable Proxy 

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

interest in, the Pledged Interests to the PMN Agent, for itself and for the benefit of the other 

Secured Parties pursuant to this Agreement. To the full extent permitted by applicable Law, all

power and authority conferred pursuant to the Irrevocable Proxy will not be terminated by any 

act of the Debtor or any issuer of any Pledged Interest or by operation of Law, by lack of 

appropriate power or authority, or by the occurrence of any other event or events, except as 

expressly provided in this Agreement. If, after the execution of the Irrevocable Proxy, any such 

event or events occur, the PMN Agent is nevertheless authorized and directed to vote the 

Pledged Interests in accordance with the terms of the Irrevocable Proxy as if such lack of 

appropriate power or authority or other event or events had not occurred and regardless of notice 

thereof. The Irrevocable Proxy is binding upon, and enforceable against, all beneficiaries, 

successors, assigns, transferees, and legal representatives of the Debtor.

(C) The parties to this Agreement expressly acknowledge and 

agree that (1) the Irrevocable Proxy gives the PMN Agent, for itself and for the benefit of the 

other Secured Parties, upon the occurrence and during the continuance of an Event of Default, 
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the right to vote (or consent) with respect to the Pledged Interests, and (2) from and after notice 

to such effect from the PMN Agent (during the continuance of an Event of Default) until the 

earlier of (I) such time as no Event of Default is continuing and (II) revocation by the PMN 

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

PMN Agent described in clause (1) will be exclusive, such that (without limitation) the Debtor 

will not have any such rights described in clause (1). 

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

unconditionally consents and agrees, including for all purposes of the Organizational Documents 

of such Subsidiary Grantor (and anything in such Organizational Documents to the contrary 

notwithstanding), to (A) the pledge, and grant of a security interest, by the Debtor of the

Ownership Interests in such Subsidiary Grantor pursuant to Section 3.1 of this Agreement, and 

(B) the terms of this Section 5.1(c) above (including the exercise, during the continuance of an 

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

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

this Section 5.1(c) above). 

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

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

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

Agreement, or the Transfer Agreement to the contrary: 

(a) first, to payment of that portion of the Secured Obligations constituting 

fees, indemnities, expenses and other amounts payable to the PMN Agent, in its capacity as such 

(i.e., for the PMN Agent’s own account and not for the account of other Persons); 

(b) second, to payment of that portion of the Secured Obligations constituting 

fees, expenses and indemnity payments payable to the Custodian/Paying Agent, in its capacity as 

such (i.e., for the Custodian/Paying Agent’s own account and not for the account of other 

Persons) pursuant to the Custodial and Paying Agency Agreement; 

(c) third, to the payment of any amount payable to any Purchase Money Notes 

Guarantor pursuant to Section 2.1 (including interest accruing after the commencement by or 

against the Debtor of any proceeding pursuant to any Debtor Relief Laws naming the Debtor as a 

debtor in such proceeding, regardless of whether such principal, interest or costs, fees and 

expenses are allowed or admitted claims in such proceeding), in the order of priority set forth in 

clauses (y)(i), (ii) and (iii) of Section 2.1, ratably (separately in the case of each of clauses (y)(i), 

(ii) and (iii) of Section 2.1) to each Purchase Money Notes Guarantor in proportion to the 

respective amounts described in this clause (c) payable to them; 

(d) fourth, to payment of that portion of the Secured Obligations constituting 

accrued and unpaid Purchase Money Notes Issuance Fee (including accruing after the 

commencement by or against the Debtor of any proceeding under any Debtor Relief Laws 

naming the Debtor as a debtor in such proceeding, regardless of whether such amounts are 

allowed or admitted claims in such proceeding) payable to the Transferor (provided, however, 

that, from and after the Guaranty Issuance Date, such reference to “the Transferor” in this clause 
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(d) will instead refer to “the Purchase Money Notes Guarantors, ratably to each Purchase Money 

Notes Guarantor in proportion to the respective amounts described in this clause (d) payable to 

them”); 

(e) fifth, to payment of that portion of the Secured Obligations constituting 

the aggregate amount of interest accrued and unpaid on the Purchase Money Notes (including (x) 

any such amounts due on any prior Distribution Date and remaining unpaid, together with any 

accrued interest on such past-due amounts at the Applicable Interest Rate pursuant to clause (b)

of such term, with application to such interest in respect of past-due amounts occurring before 

application to accrued and unpaid interest on the principal amount of the Purchase Money Notes, 

and (y) interest accruing after the commencement by or against the Debtor of any proceeding 

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

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

such proceeding), ratably to each Holder in proportion to the respective amounts described in 

this clause (e) payable to them (provided, however, that, from and after the Guaranty Issuance 

Date, references in this clause (e) to the “Purchase Money Notes” will instead refer to the 

“Guaranteed Purchase Money Notes”);

(f) sixth, to payment of that portion of the Secured Obligations constituting 

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

respective amounts described in this clause (f) payable to them (provided, however, that, from

and after the Guaranty Issuance Date, references in this clause to the “Purchase Money Notes” 

are to instead refer to the “Guaranteed Purchase Money Notes”); 

(g) seventh, from and after the Guaranty Issuance Date, to payment of that 

portion of the Secured Obligations constituting accrued and unpaid Purchase Money Notes 

Issuance Fee (including accruing after the commencement by or against the Debtor of any 

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

regardless of whether such amounts are allowed or admitted claims in such proceeding) payable 

to the Transferor;

(h) eighth, from and after the Guaranty Issuance Date, to payment of that

portion of the Secured Obligations constituting the aggregate amount of interest accrued and 

unpaid on the Non-Guaranteed Purchase Money Notes (including (x) any such amounts due on 

any prior Distribution Date and remaining unpaid, together with any accrued interest on such 

past-due amounts at the Applicable Interest Rate pursuant to clause (b) of such term, with

application to such interest in respect of past-due amounts occurring before application to 

accrued and unpaid interest on the principal amount of the Non-Guaranteed Purchase Money 

Notes, and (y) interest accruing after the commencement by or against the Debtor of any 

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

regardless of whether such principal, interest or costs, fees and expenses are allowed or admitted

claims in such proceeding), ratably to each Holder in proportion to the respective amounts 

described in this clause (h) payable to them;

(i) ninth, from and after the Guaranty Issuance Date, to payment of that 

portion of the Secured Obligations constituting unpaid principal of the Non-Guaranteed Purchase 
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Money Notes, ratably to each Holder in proportion to the respective amounts described in this 

clause (i) payable to them; 

(j) tenth, to payment of that portion of any other Secured Obligation owed to 

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

clause (j) payable to them; and 

(k) the balance, if any, to be (i) transferred to the Paying Agent for deposit 

into the Collection Account, or (ii) applied as otherwise provided by Law. 

Section 5.3 Sale of Secured Parties Collateral. 

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

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

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

entire Secured Parties Collateral has been sold or all Secured Obligations have been paid. The 

PMN Agent from time to time may postpone any public Sale by public announcement made at 

the time and place of such Sale. The PMN Agent expressly waives its right to any amount fixed 

by Law as compensation for any Sale. 

(b) In connection with a Sale of all or any portion of the Secured Parties 

Collateral: 

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

Sale, and upon compliance with the terms of Sale may hold, retain and possess and dispose of 

such property, without further accountability;

(ii) To the maximum extent permitted by applicable Law, any Secured 

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

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

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

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

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

Parties Collateral payable at such Sale;

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

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

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

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

appointed the agent and attorney-in-fact of each Grantor to transfer and convey its interest in any 

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

necessary to effect such Sale; 

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

restriction in connection with such Sale as it might be advised by counsel is necessary to avoid 

any violation of applicable Law (including compliance with such procedures as might restrict the 
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number of prospective bidders and purchasers, require that such prospective bidders and 

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

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

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

obtain any required approval of such Sale or of the purchaser by any Governmental Authority,

and each Grantor further agrees that such compliance will not result in such Sale being 

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

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

fact that any Secured Parties Collateral is sold in compliance with any such limitation or 

restriction; and 

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

the PMN Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the 

application of any monies. 

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

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

PMN Agent and applied in accordance with Section 5.2 of this Agreement. In the event the

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

subject to the same rights and duties set forth in this Agreement. 

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

judgment pursuant to this Agreement will not be affected by the seeking, obtaining or application 

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

Agreement nor any rights or remedies of the PMN Agent will be impaired by the recovery of any 

judgment by the PMN Agent against any Grantor or by the levy of any execution pursuant to

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

such Grantor. Any money or property collected by the PMN Agent are to be applied in 

accordance with Section 5.2. 

Section 5.5 Remedies Cumulative; Waiver. The rights of the PMN Agent pursuant to

this Agreement will be in addition to, and not in limitation or exclusion of, any other rights and 

remedies that it might have (whether by operation of Law, in equity, under contract or otherwise) 

and without prejudice and in addition to any right of set-off, recoupment, combination of

accounts, Lien or other right to which it is at any time entitled. The PMN Agent may enforce 

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

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

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

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

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

continuance of an Event of Default. 

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

to applicable Law, each Grantor waives all rights and remedies of a debtor or grantor pursuant to

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

of the Secured Parties Collateral (other than notice of Sale and any other formalities expressly 
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provided in this Agreement), after the occurrence and during the continuation of an Event of 

Default and, except as otherwise set forth in this Agreement, all other rights and remedies of 

such Grantor with respect thereto.

ARTICLE VI

Guaranty

Section 6.1 Guaranty. 

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

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

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

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

otherwise) of the Secured Obligations.

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

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

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

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

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

Section 6.2 of this Agreement).

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

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

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

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

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

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

and this Agreement has been terminated, notwithstanding that from time to time prior thereto the 

Debtor may be free from any Secured Obligations. 

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

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

any Subsidiary Grantor, any other guarantor, or any other Person by virtue of any action or 

proceeding or any set-off or appropriation or application at any time or from time to time in 

reduction of or in payment of the Secured Obligations will be deemed to modify, reduce, release 

or otherwise affect the liability of any Subsidiary Grantor pursuant to this Agreement, which will 

remain, notwithstanding any such payment (other than any payment made by such Grantor in 

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

respect of the Secured Obligations), liable for the Secured Obligations up to the maximum 

liability of such Subsidiary Grantor pursuant to this Agreement until the Secured Obligations 

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

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

that another Subsidiary Grantor has paid more than its proportionate share of any payment made 

pursuant to this Agreement, such Subsidiary Grantor will be entitled to seek and receive 

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

not paid its proportionate share of such payment. Each Subsidiary Grantor’s right of 

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

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

Parties, and each Subsidiary Grantor remains liable to the Secured Parties for the full amount 

guaranteed by such Subsidiary Grantor pursuant to this Agreement. 

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

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

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

rights of the Secured Parties against the Debtor or any other Subsidiary Grantor or any collateral

security or guaranty or right of offset held by any Secured Party for the payment of the Secured 

Obligations, nor will any Subsidiary Grantor seek or be entitled to seek any contribution or 

reimbursement from the Debtor or any other Subsidiary Grantor in respect of payments made by 

such Subsidiary Grantor pursuant to this Agreement, until the termination of this Agreement and 

the indefeasible satisfaction in full in cash of the Secured Obligations. If any amount is paid to 

any Subsidiary Grantor on account of such subrogation, contribution, or reimbursement rights at 

any time when all of the Secured Obligations have not been paid in full, such amount will 

constitute Asset Proceeds and is to be held by such Subsidiary Grantor in trust for the Secured 

Parties, segregated from other funds of such Subsidiary Grantor, and, immediately upon receipt 

by such Subsidiary Grantor, is to be deposited into the Collection Account. 

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

will remain obligated pursuant to this Agreement notwithstanding that, without any reservation

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

for payment of any of the Secured Obligations made by any Holder, any Purchase Money Notes 

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

of the Secured Obligations continued, or the Secured Obligations, or the liability of any other 

Person upon or for any part thereof, or any collateral security or guaranty therefor or right of 

offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, 

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

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

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

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

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

guaranty or right of offset at any time held by the PMN Agent for the payment of the Secured 

Obligations may be sold (in the case of any such collateral security), exchanged, waived, 

surrendered or released. The PMN Agent does not have any obligation to protect, secure, perfect 

or insure any Lien at any time held by it as security for the Secured Obligations or for the 

guaranty contained in this Article VI or any property subject thereto. 

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

notice of the creation, renewal, extension, amendment, Modification, waiver or accrual of any of 
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the Secured Obligations and notice of or proof of reliance by the PMN Agent upon the guaranty 

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

Secured Obligations, and any of them, will conclusively be deemed to have been created, 

contracted or incurred, or renewed, extended, amended, modified, or waived, in reliance upon 

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

Section 3.1; and all dealings between the Debtor and any of the Grantors, on the one hand, and 

the PMN Agent, on the other hand, likewise will be conclusively presumed to have been had or 

consummated in reliance upon the guaranty contained in this Article VI and the grant of the 

security interests pursuant to Section 3.1. Each Grantor waives diligence, presentment, protest, 

demand for payment and notice of default or nonpayment to or upon the Debtor or any of the 

Grantors with respect to the Secured Obligations. Each Subsidiary Grantor understands and

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

the security interests pursuant to Section 3.1, is, and is to be construed to be, a continuing, 

absolute and unconditional guaranty of payment and performance without regard to (a) the 

validity or enforceability of any Purchase Money Notes or any other Transaction Document, any 

of the Secured Obligations or any other collateral security therefor or guaranty or right of offset 

with respect thereto at any time or from time to time held by the PMN Agent, for the benefit of 

the Secured Parties, (b) any defense, set-off, or counterclaim (other than a defense of payment or 

performance) which at any time might be available to or be asserted by the Debtor or any other 

Person against the PMN Agent, or (c) any other circumstance whatsoever (with or without notice 

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

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

or of such Subsidiary Grantor pursuant to the guaranty contained in this Article VI and the grant 

of the security interests pursuant to Section 3.1, in bankruptcy or in any other instance. When 

making any demand pursuant to this Agreement or otherwise pursuing its rights and remedies

pursuant to this Agreement against any Grantor, the PMN Agent may, but is under no obligation 

to, make a similar demand on or otherwise pursue such rights and remedies as it might have 

against the Debtor, any Grantor or any other Person or against any collateral security or guaranty 

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

PMN Agent to make any such demand, to pursue such other rights or remedies or to collect any 

payments from the Debtor, any Grantor or any other Person or to realize upon any such collateral 

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

Grantor or any other Person or any such collateral security, guaranty or right of offset, will not 

relieve any Grantor of any obligation or liability pursuant to this Agreement, and will not impair 

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

PMN Agent against any Grantor. For the purposes of this Agreement, “demand” includes the 

commencement and continuance of any legal proceedings. 

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

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

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

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

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

intervenor or conservator of, or trustee or similar officer for, the Debtor or any Subsidiary 
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Grantor or any substantial part of its property, or otherwise, all as though such payments had not 

been made. 

Section 6.7 Payments. Each Subsidiary Grantor guaranties that payments pursuant to 

this Article VI will constitute Asset Proceeds and will be deposited into the Collection Account, 

to be applied (subject to the terms of the Custodial and Paying Agency Agreement, including 

Section 5.3 thereof) in accordance with the Priority of Payments. 

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

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

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

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

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

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

circumstances or risks. 

ARTICLE VII

Representations And Warranties

Section 7.1 Representations and Warranties. Each Grantor represents, warrants, and

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

Obligations remains unsatisfied or undischarged to any extent, that: 

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

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

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

Laws and by general principles of equity; 

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

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

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

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

security interest in the Secured Parties Collateral purported to be created pursuant to this 

Agreement, or the exercise by the PMN Agent or any Purchase Money Notes Guarantor of any 

of its rights or remedies pursuant to this Agreement;

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

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

Agent and other Liens expressly permitted pursuant to the Transaction Documents, and no 

effective financing statement or other instrument similar in effect covering all or any part of the 

Secured Parties Collateral (except in favor of the PMN Agent) is on file in any recording or

filing office (disregarding any financing statement with respect to any Lien on the Collateral in

favor of any Person claiming by, through or under the Failed Bank or the Prior Failed Bank);

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

authorized by all requisite limited liability company action, and (ii) do not and will not (A) 
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violate (1) any applicable provision of any Law or of the Organizational Documents of such 

Grantor, (2) any order of any Governmental Authority or arbitrator, or (3) any material provision 

of any indenture or any agreement or other instrument to which such Grantor is a party or by

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

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

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

security interest in or Lien upon the Secured Parties Collateral (other than the security interest 

and Lien created thereon pursuant to this Agreement), or (D) require the consent of any party for 

the granting of the security interest created pursuant to this Agreement;

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

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

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

Agreement, (ii) the grant by such Grantor of the security interest or other Lien purported to be 

created in the Secured Parties Collateral pursuant to this Agreement, or (iii) the exercise by the 

PMN Agent of any of its rights and remedies pursuant to this Agreement. 

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

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

the perfection of the Lien purported to be created pursuant to this Agreement in the Secured 

Parties Collateral, except for (i) the filing of a UCC-1 financing statement properly describing 

the Secured Parties Collateral and identifying such Grantor and the PMN Agent in the applicable 

jurisdiction required pursuant to the UCC, (ii) the execution and delivery of the Account Control 

Agreements pursuant to the UCC, (iii) the execution and delivery by the Custodian of the

Custodial and Paying Agency Agreement containing an acknowledgment by the Custodian that it 

holds possession of the Custodial Documents for the PMN Agent’s benefit, (iv) with respect to

any Acquired REO Property, the execution and delivery of an REO Mortgage with respect to 

such REO Property and the due recording of such REO Mortgage in the appropriate recording 

office(s) (it being understood that none of such execution, delivery and recording of REO 

Mortgages (or of UCC fixture filings) is required pursuant to this Agreement), and (v) the taking 

of any action required to maintain continuing perfection with respect to proceeds which cannot 

be perfected by the filing of financing statements pursuant to the UCC (subclauses (i), (ii), (iii), 

(iv) and (v), each a “Perfection Requirement” and collectively, the “Perfection 

Requirements”); and

(g) Except to the extent that such is not the case as a result of the absence of 

REO Mortgages, or UCC fixture filings, with respect to Acquired REO Property, (i) this 

Agreement creates a legal, valid and enforceable security interest and Lien in favor of the PMN 

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

Secured Obligations, (ii) compliance with the Perfection Requirements will result in the 

perfection of such security interests and Liens, (iii) after compliance with the Perfection 

Requirements, such security interests and Liens, including in the case of Secured Parties

Collateral in which such Grantor obtains rights after the Closing Date, will be perfected, first

priority security interests and Liens, and (iv) the Perfection Requirements and all other action 

necessary or desirable to perfect and protect such security interest and Liens have been duly 

made or taken.
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ARTICLE VIII

Covenants

Section 8.1 Company Accounts. The Debtor is to establish and maintain with the 

Paying Agent the Company Accounts (excluding the Escrow Accounts, which are to be 

established and maintained by the Servicer and applicable Subservicers). 

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

limited liability company organized pursuant to the Laws of the State of Delaware and be a 

Special Purpose Entity. Each Subsidiary Grantor at all times must be a Special Purpose Entity. 

As soon as is reasonably practicable after the Closing Date, each of the Debtor and each 

Subsidiary Grantor must apply for and thereafter use its best efforts to obtain as quickly as 

possible, and maintain, all such licenses as are required to conduct its business, including 

qualifications to conduct business in jurisdictions other than its state of formation and licenses to 

purchase, own, or service the Assets and, if applicable, operate, manage, lease, and dispose of 

Acquired Property, if the failure to so obtain such licenses reasonably would be expected to 

result in the imposition of fines, penalties or other liabilities on any Grantor, claims and defenses 

being asserted against any Grantor (including counterclaims and defense asserted by Borrowers 

or Obligors) or materially adversely affect any Grantor or any Grantor’s ability to foreclose on 

the Collateral securing or otherwise realize the full value of any Asset. 

Section 8.3 LLC Operating Agreement. Each of the Debtor and the Initial Member (a) 

at all times must have in effect and be subject to the LLC Operating Agreement, (b) must not 

amend or modify the LLC Operating Agreement without the prior written approval of the PMN 

Agent and (c) must not enter into or allow itself to become subject to any other constituent 

documents inconsistent with any terms of the LLC Operating Agreement. The Initial Member 

immediately must advise the PMN Agent, in writing, of any drawing under a Qualifying Letter 

of Credit or withdrawal of funds from the Private Owner Pledged Account. 

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

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

Agreement and Account Control Agreement with the Custodian/Paying Agent. The Custodian at 

all times must have custody and possession of the Notes and other Custodial Documents to the 

extent required pursuant to the Custodial and Paying Agency Agreement. At no time may the 

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

Custodian/Paying Agent must be no more than market rates, and the Custodian/Paying Agent 

must be terminable by the PMN Agent upon no more than thirty days’ notice without cause 

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

other Custodial Documents from the possession of the Custodian (which is to be done only in 

accordance with the Custodial and Paying Agency Agreement), (a) any loss or destruction of or

damage to such Notes or other Custodial Documents will be the liability of the Debtor (who, 

along with the Servicer and any Subservicer, will be responsible for safeguarding such Notes and 

Custodial Documents), and (b) such Notes or other Custodial Documents must be returned to the 

Custodian within the time provided pursuant to the UCC to maintain the PMN Agent’s 

perfection thereof by possession. If any Notes or other Custodial Documents are removed in 

connection with the Modification or restructuring of an Asset, the modified or restructured Notes 
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and other Custodial Documents removed in connection therewith must be returned to the 

Custodian as soon as is possible following the completion of the restructuring or Modification 

(and, in any event, in accordance with clause (b) of the immediately preceding sentence). The 

Debtor is to ensure that the PMN Agent and each Purchase Money Notes Guarantor receives a 

copy of each demand, notice or other communication given pursuant to the Custodial and Paying 

Agency Agreement at the time that such notice or other communication is given thereunder. If 

the Person then serving as the Custodian and Paying Agent ceases, at any time and for any 

reason, to be a Qualified Custodian and Paying Agent, the Company forthwith is to replace such 

Person with a new Custodian and Paying Agent that is a Qualified Custodian and Paying Agent. 

Section 8.5 Compliance with Law. Each Grantor at all times is to comply with

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

and the other Secured Parties Collateral Documents. 

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

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

Section 8.7 Certain Restrictions. The Debtor will not:

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

Final Distribution and this Agreement is terminated; 

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

answer seeking any reorganization, arrangement, composition, readjustment, liquidation, 

dissolution, or similar relief pursuant to any Law, (iii) make an assignment for the benefit of 

creditors, (iv) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator 

with respect to all or any part of its properties, (v) file an answer or other pleading admitting or 

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

described in clause (i) through (iv) or (B) any order adjudging it a bankrupt or insolvent or for 

relief against it in any bankruptcy or insolvency proceeding, (vi) allow itself to become unable to 

pay its obligations as they become due or allow the sum of its debts to be greater than the value 

of all of its property, at a fair valuation, or (vii) institute any proceedings to set aside or void any 

transfer of an interest in property (or to recover the value thereof) or other transaction on the 

grounds that such transfer or other transaction constituted a fraudulent conveyance or a 

preferential transfer (or on similar grounds); or 

(c) place or permit (voluntarily or involuntarily) to be placed, or permit or 

suffer to exist (voluntarily or involuntarily), any Lien (other than the security interest granted to

the PMN Agent pursuant to this Agreement or any other Permitted Lien) on any of the Secured

Parties Collateral (including any Secured Parties Collateral (including any Acquired REO 

Property)) owned by any Subsidiary Grantor), and will not take any action to interfere with the 

PMN Agent’s rights as a secured party with respect to the Secured Parties Collateral.

Section 8.8 Change in Jurisdiction, Name, Location or Identity. Each Grantor agrees 

to provide the PMN Agent with not less than thirty days’ prior written notice of any change (a) in

the jurisdiction in which it is organized, (b) in its company name, (c) in the location of its 
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principal place of business or chief executive office, or (d) in its federal taxpayer identification 

number. Each Grantor agrees not to effect or permit any change referred to in the preceding 

sentence unless all filings have been made pursuant to the UCC or otherwise that are required in 

order for the PMN Agent, following such change, to continue to have a valid, legal, and 

perfected first priority security interest in the Secured Parties Collateral to the extent a security 

interest therein may be perfected by filing pursuant to the UCC. 

Section 8.9 Payment of Principal on Purchase Money Notes; Reimbursement of PMN 

Agent. The Debtor will duly and punctually pay, or cause the Paying Agent to pay (including 

prepay), the principal of, and interest on, the Purchase Money Notes in accordance with the 

terms of the Purchase Money Notes, this Agreement, and the Custodial and Paying Agency 

Agreement; provided, however, that a failure to pay the principal or interest of any Purchase 

Money Note when due in and of itself will not be an Event of Default unless and until an Event 

of Default with respect to the occurrence of a Purchase Money Notes Trigger Event has 

occurred. Without limitation of the foregoing, on each Distribution Date, the Debtor will, as and 

to the extent of available funds required to be deposited in the Distribution Account, direct the 

Paying Agent to distribute amounts on deposit in the Distribution Account as set forth in Section 

5.1 of the Custodial and Paying Agency Agreement (subject to the other terms thereof). Nothing 

in this Section 8.9 limits the rights and remedies of the PMN Agent upon the occurrence of an 

Event of Default.

Section 8.10 Protection of Secured Parties Collateral; Further Assurances. From time 

to time, at its cost and expense, each Grantor promptly will execute and deliver all further 

instruments and documents (including financing statements (other than UCC fixture filings) and 

continuation statements under the UCC), and take all further action, that might be necessary, or 

that the PMN Agent reasonably might request, to (a) perfect, to ensure the continued perfection 

of, and to protect, the assignment and security interest, or other Lien, granted or intended to be 

granted pursuant to this Agreement (including to comply with the Perfection Requirements) or 

(b) enable the PMN Agent to exercise and enforce its rights and remedies pursuant to this 

Agreement with respect to any Secured Parties Collateral; provided, however, that the Grantors 

are not required to execute and deliver, or cause to be recorded, any REO Mortgage or any UCC 

fixture filing.

Section 8.11 REO Collateral Documents. Within (a) fifteen Business Days after the 

foreclosure, conveyance in lieu of foreclosure or other event that results in any property first 

becoming Acquired REO Property after the Closing Date or (b) for any property constituting 

Acquired REO Property as of the Closing Date, thirty days after the Closing Date, the Debtor is 

to cause the REO Collateral Documents to be delivered to the PMN Agent or, to the extent 

constituting Collateral Documents, to the Custodian. For this purpose (and without limitation), 

the applicable title insurance policy required with respect to such Acquired REO Property 

pursuant to the Insurance Schedule is designated as an “REO Collateral Document” with respect 

to such Acquired REO Property. 

Section 8.12 Additional Grantors. If the Debtor forms or otherwise acquires or has any 

Subsidiary, the Debtor immediately will cause such Subsidiary to become a Subsidiary Grantor 

pursuant to this Agreement. The Debtor will cause such Subsidiary immediately to (a) execute 
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and deliver to the PMN Agent a Joinder Agreement substantially in the form of Exhibit A, 

attached to this Agreement and incorporated into this Agreement by reference, which Joinder

Agreement will be enforceable against such Subsidiary whether or not formally acknowledged or 

accepted by the PMN Agent or the Initial Member, and such Subsidiary thereafter, for all 

purposes (including for purposes of Section 3.1 of this Agreement), will be a party to this 

Agreement and will have the same rights, benefits and obligations as a Subsidiary Grantor party 

to this Agreement on the Closing Date, and (b) without limiting the generality of clause (a), 

execute and deliver such instruments (including UCC financing statements), and take such other 

actions, as are required to comply with Section 8.10 of this Agreement with respect to such 

Subsidiary Grantor and its assets. Each Grantor expressly agrees that its obligations arising 

pursuant to this Agreement will not be affected or diminished by the addition or release of any 

other Grantor pursuant to this Agreement, nor by any election of the PMN Agent not to cause 

any Subsidiary of the Debtor to become a Grantor pursuant to this Agreement. This Agreement 

will be fully effective as to any Grantor that is or becomes a party to this Agreement regardless 

of whether any other Person becomes or fails to become or ceases to be a Grantor pursuant to 

this Agreement. 

Section 8.13 Transaction with Affiliates. No Grantor may enter into any transaction 

with any Affiliate, except as expressly permitted pursuant to Section 3.5 of the LLC Operating 

Agreement, without the prior written consent of the PMN Agent. 

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

(a) Reporting and Access Schedule. The Reporting and Access Schedule is 

incorporated into this Agreement by reference as if set forth in full in this Agreement. The 

obligations of the Grantors and the rights of the PMN Agent and the Purchase Money Notes 

Guarantors pursuant to Sections 1(b) and 2(e) of the Reporting and Access Schedule will survive 

any termination of this Agreement.

(b) Reporting With Respect to Event of Default. Promptly after the Debtor 

obtains knowledge thereof, the Debtor is to notify the PMN Agent and each Purchase Money

Notes Guarantor of the occurrence of any Default or Event of Default. Each notice pursuant to 

this Section 8.14(b) is to be accompanied by a written statement of a Responsible Officer of the

Manager (i) that such notice is being delivered pursuant to this Section 8.14(b) and (ii) setting 

forth further details of the occurrence referred to therein and stating what action the Debtor has 

taken and proposes to take with respect thereto. 

Section 8.15 Insurance. The Debtor is to cause insurance coverage to be maintained for 

the Collateral and the Acquired Property in accordance with the requirements set forth in the 

Insurance Schedule (attached as Annex III to the LLC Operating Agreement), and in all cases in

a manner reasonably acceptable to the PMN Agent.

Section 8.16 Recovery of Expenses; Interest. The Debtor is to cause commercially 

reasonable efforts to be used to recover from Borrowers and Obligors those Servicing Expenses 

that such Borrowers or Obligors are obligated to pay. No Servicing Expenses are to bear interest 

chargeable in any way to the PMN Agent or any Holder. 
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Section 8.17 [Intentionally Omitted]. 

Section 8.18 Administration of REO Properties. In addition to, and not in limitation of, 

its other covenants pursuant to this Agreement, in operating, managing, leasing or disposing of

any Acquired REO Property, the Debtor and the Manager are to act in the best interests of the 

Debtor and the members and creditors of the Debtor (including the FDIC in its various 

capacities) in accordance with the Servicing Standards pursuant to the LLC Operating 

Agreement, in accordance with the specific provisions of the LLC Operating Agreement relating 

to Acquired REO Properties (including Section 5 of Annex IV of the LLC Operating 

Agreement), and in general conformance with the Business Plan. The Debtor is to furnish to the 

PMN Agent such reports regarding the operation, management, leasing or disposition of any 

Acquired REO Property as the PMN Agent reasonably might request.

Section 8.19 [Intentionally Omitted]. 

Section 8.20 Transfers and Holding of Collateral. 

(a) Except as permitted pursuant to Section 8.20(b) and (c) below (and except 

for Permitted Liens and rights granted to the PMN Agent pursuant to any Secured Parties 

Collateral Document), no Grantor may Dispose of any Secured Parties Collateral (and, without 

limitation of the foregoing, each Grantor covenants that, except as permitted pursuant to Section 

8.20(b) and (c) below (and except for Permitted Liens and rights granted to the PMN Agent 

under any Secured Parties Collateral Document), it will not Dispose of any Secured Parties 

Collateral (including any Acquired REO Property). 

(b) Subsidiary Grantors may acquire and hold Acquired REO Property, in 

compliance with this Agreement.

(c) So long as no Event of Default has occurred and be continuing, the 

Grantors may Dispose of Secured Parties Collateral as set forth in Section 10.1 of this 

Agreement. 

(d) The Debtor represents, and covenants that, at all times, (i) the Debtor will

be the sole member or shareholder of each Subsidiary Grantor and (ii) each Subsidiary Grantor 

will constitute a wholly-owned subsidiary of the Company (in each case unless and until all 

Ownership Interests in such Subsidiary Grantor are sold in accordance with Section 8.20(c), 

upon which sale (and the deposit of the sale proceeds into the Collection Account) such 

Subsidiary Grantor automatically will be released from its obligations pursuant to this 

Agreement and will cease to constitute a “Subsidiary Grantor” for any purpose of this 

Agreement).

(e) No Grantor will merge or consolidate with or into any other Person. The 

Debtor covenants that the terms of the Organizational Documents of each issuer of the Pledged 

Interests at all times will be consistent with, and will not impair, the interests, rights, or remedies 

(including during an Event of Default) of the PMN Agent pursuant to this Agreement (including 

pursuant to Sections 3.1 and 5.1(c) of this Agreement) with respect to the Pledged Interests. The 
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Debtor is not to exercise its rights as the holder or owner of any Pledged Interests in a manner 

that would impair the interests, rights, or remedies (including during an Event of Default) of the 

PMN Agent pursuant to this Agreement (including under Sections 3.1 and 5.1(c) of this 

Agreement) with respect to the Pledged Interests.

ARTICLE IX

Required Consent; Limits on Liability

Section 9.1 Required Consents. Notwithstanding anything to the contrary contained in 

this Agreement, the Debtor will not permit to be taken any action enumerated in Section 6.1 of 

the Servicing Agreement (other than Section 6.1(g) (other than Section 6.1(g)(ix)) of the 

Servicing Agreement), any action described in the LLC Operating Agreement as requiring the 

consent of the Required Consenting Parties (including but not limited to the actions enumerated

in Sections 3.4, 5.5, 8.1, 8.2, 12.14 and 12.20, and Section 5.4 of Annex IV, of the LLC 

Operating Agreement), or any action enumerated below, without the prior written consent of the 

PMN Agent, which consent may be withheld or conditioned in the PMN Agent’s sole and 

absolute discretion: 

(a) [intentionally omitted];

(b) any financing (or acceptance of consideration other than cash payable in 

full, subject to customary post-closing purchase price adjustments and prorations, at closing) of 

any Sale or other Disposition with respect to any of the Assets, except for Seller Financed Loans 

permitted pursuant to Section 12.22 of the LLC Operating Agreement; 

(c) any Sale or other Disposition of any Asset that provides for any recourse 

against the PMN Agent, any Holder, any Purchase Money Notes Guarantor or the Receiver;

(d) any disbursement of amounts from the Working Capital Reserve Account 

other than to fund Working Capital Expenses (or as otherwise expressly permitted by the 

Transaction Documents); 

(e) any disbursement of any funds in the Collection Account or the 

Distribution Account, except as expressly contemplated by the Transaction Documents; 

(f) any advances of additional funds that would increase the Unpaid Principal 

Balance of any of the Assets, other than (i) Required Funding Draws or (ii) Servicing Expenses 

to the extent that capitalizing such Servicing Expenses is permitted (or with respect to Acquired

Property would have been permitted prior to the conversion of the Loan to Acquired Property) 

under the applicable Asset Documents; 

(g) reimbursement for any expense or cost incurred (or paid) to any Affiliate 

of any of the Private Owner, the Debtor, the Servicer or any Subservicer, except as permitted 

pursuant to the Transaction Documents; 

(h) [intentionally omitted]; 
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(i) the replacement of the Servicer or any Rated Subservicer (or the 

termination of the Servicing Agreement or applicable Subservicing Agreement with a Rated 

Subservicer); 

(j) the payment of any fees to, or entering into any transaction with, any 

Affiliate of the Debtor or the Private Owner or the Servicer or any Subservicer, except as 

expressly contemplated by the Transaction Documents;

(k) any Modification of, or waiver in respect of, any provision of the 

Organizational Documents of the Debtor (including the LLC Operating Agreement);

(l) any Change of Control; 

(m) [intentionally omitted]; or

(n) any incurrence, creation or assumption by the Debtor or any Ownership 

Entity of any Debt other than (i) in respect of the Purchase Money Notes, this Agreement and 

Excess Working Capital Advances, and (ii) any Guarantee by Debtor of obligations of any 

Ownership Entity or by any Ownership Entity of obligations of a TRS Entity, so long as the 

Debtor delivers to the PMN Agent both (I) prior written notice setting forth in reasonable detail 

the proposed Guarantee and reasons for the same and (II) a copy of such Guarantee promptly 

following the same being granted. 

Section 9.2 Limitation of Liability. 

(a) None of the PMN Agent, any Purchase Money Notes Guarantor, any other 

Secured Party, or any Related Person of any of the foregoing, will be liable to any Grantor for

any action taken or omitted to be taken by them or any one of them under or pursuant to this 

Agreement or in connection with any Secured Parties Collateral or any portion thereof, except 

that this sentence will not apply to any act or omission constituting gross negligence, bad faith, 

or willful misconduct (it being understood and agreed that in any event nothing in this sentence

will create any such liability). None of the PMN Agent, any Purchase Money Notes Guarantor, 

any other Secured Party, or any Related Person of any of the foregoing will be liable to any 

Grantor for any action taken or omitted to be taken by them or any one of them constituting, or in 

connection with, any exercise by the PMN Agent of any right or remedy pursuant to Article V of 

this Agreement, except that this sentence will not apply to any act or omission constituting 

willful misconduct (it being understood and agreed that in any event nothing in this sentence will

create any such liability).

(b) Without limiting the generality of Section 9.2(a), the PMN Agent will not 

incur any liability to any Grantor by acting in good faith upon any notice, consent, certificate or 

other instrument or writing (including telegram, cable, telex or telecopy) that is reasonably 

believed by the PMN Agent to be genuine and to have been signed or sent by the proper party 

and that on its face is properly executed.
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(c) In addition to and without limitation of the exculpatory effects of 

Sections 9.2(a) and (b), regardless of the legal theory upon which any claim by any Grantor 

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

Related Person of any of the foregoing is based (including contract, tort, strict liability or fraud), 

neither the PMN Agent nor any Purchase Money Notes Guarantor nor any other Secured Party 

nor any Related Person of any of the foregoing will be liable for, and no Grantor may recover 

from any of the foregoing Persons, any amounts other than actual losses, costs, and expenses 

incurred by the party asserting the claim. Without limiting the foregoing, none of the foregoing 

Persons will be liable for, and no Grantor will be entitled to recover from any of the foregoing 

Persons, any consequential, special, indirect, punitive, treble, nominal, or exemplary damages, 

business interruption costs or expenses, or damages for lost profits, operating losses, or lost 

investment opportunity (regardless of whether any such damages are characterized as direct or 

indirect), each of which is and all of which are excluded by agreement of the parties to this 

Agreement, regardless of whether the Person against whom such damages might be claimed has 

been advised of the possibility of any such damages, unless (in each case) such losses are 

incurred by the party asserting the claim as a direct result of a claim asserted against such party

by a third party. For purposes of this Section 9.2, any claims asserted against any Grantor, by (i)

any Related Person of any Grantor, (ii) any Servicer or any Subservicer, or (iii) any Related 

Person of any Servicer or any Subservicer will not constitute claims asserted against such 

Grantor by a third party. 

ARTICLE X

Release of Secured Parties Collateral 

Section 10.1 Release of Secured Parties Collateral. The PMN Agent is to release its 

Lien on any Secured Parties Collateral, solely to the extent necessary and so long as no Event of 

Default has occurred and is continuing, in connection with the Debtor’s sale of an Asset or any 

Collateral, or the Ownership Interests in an Ownership Entity, to the extent such sale does not 

violate, or result in a violation, of the LLC Operating Agreement (or any other Transaction 

Document); provided, however, that any such transaction is consistent with the Business Plan 

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

Collection Account. The PMN Agent reserves the right in its discretion from time to time to 

provide one or more limited powers of attorney to the Debtor (giving certain designated 

representatives of the Debtor and/or the Manager the power to act on behalf of the PMN Agent 

(in lieu of the PMN Agent itself executing the following instruments)), for the sole purpose of 

executing on behalf of the PMN Agent and/or filing routine release documents (including 

relevant full or partial terminations of applicable UCC financing statements granted in favor of 

the PMN Agent) with respect to the applicable Liens of the PMN Agent in connection with the 

sale or other disposition of any Loan, Acquired Property, and/or Ownership Entity (or in each 

case relevant portions thereof) permitted pursuant to this Agreement. Any such limited power of 

attorney may, at the discretion of the PMN Agent, grant the Manager authority to execute 

applicable documents on behalf of the PMN Agent with respect to payments (to the PMN Agent 

as loss payee) under property insurance covering Acquired Property. At the request of the PMN 

Agent, the Debtor will (and/or will cause the Manager, as the case might be to), enter into an 

agreement with the PMN Agent setting forth any conditions, restrictions, notice and reporting 
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obligations, PMN Agent revocation rights, and/or other similar terms that the PMN Agent in its 

discretion might specify in relation to the use of any such power of attorney (such as, for 

example, but without limitation, a condition to the effect that such power of attorney be used 

only to effect releases to which the Debtor is entitled pursuant to the first sentence of this Section 

10.1 and a prohibition on the use of any such power of attorney after an Event of Default has 

occurred), and the Debtor will comply (and will cause the Manager to comply, as the case might

be) with the terms of any such agreement. 

ARTICLE XI

Liquidation of Assets

Section 11.1 Rights to Liquidate Assets and Secured Parties Collateral. The PMN 

Agent has the right, exercisable in its sole and absolute discretion, to require the liquidation and 

sale, for cash consideration, of any remaining Assets or other Secured Parties Collateral held by 

the Debtor or any Ownership Entity at any time after the earlier to occur of (a) the seventh

anniversary of the Closing Date or (b) the date on which the then Unpaid Principal Balance is 

10.0 % or less of the Unpaid Principal Balance as of the Cut-Off Date as set forth on the Asset 

Schedule (and prior to the PMN Satisfaction Date).

Section 11.2 Exercise of Rights to Liquidate Assets and Secured Parties Collateral. 

(a) To exercise its rights pursuant to Section 11.1, the PMN Agent must give 

notice in writing to the Custodian/Paying Agent and the Debtor (with copies thereof to the Initial 

Member), setting forth (i) its election pursuant to the first sentence of Section 11.2(b), and (ii) if 

the PMN Agent has elected to permit the Debtor itself to conduct such liquidation in the first 

instance, the date by which the remaining Assets or other Secured Parties Collateral are to be 

liquidated by the Debtor, which date is to be no less than one hundred and fifty calendar days

after the date of such notice. 

(b) The PMN Agent in its discretion may elect itself to liquidate, or direct the 

liquidation, of the remaining Assets or Secured Parties Collateral in the first instance, or to have 

the Debtor conduct such liquidation in the first instance. In the event that the PMN Agent elects 

to have the Debtor conduct such liquidation in the first instance, then (i) the Company is to

proceed expeditiously (subject to clause (ii)) to cause the remaining Assets or other Secured 

Parties Collateral to be liquidated in the manner set forth in the first two sentences of 

Section 12.20(c) of the LLC Operating Agreement, and (ii) if (A) the Debtor, the Manager, the 

Initial Member (if the Initial Member is other than the FDIC), or any Affiliate of any of the 

foregoing desires to bid to acquire the remaining Assets or other Secured Parties Collateral or 

(B) the remaining Assets or other Secured Parties Collateral are not liquidated by the date

specified in the notice provided by the Paying Agent pursuant to Section 11.2(a), the PMN Agent 

will have the right, in its discretion, by further notice to such effect to the Custodian/Paying 

Agent and the Debtor (with copies thereof to the Initial Member), to take over such liquidation 

and thereafter liquidate, or direct the liquidation, of the remaining Assets or Secured Parties 

Collateral in its discretion. 
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(c) In the event that the PMN Agent, either in the first instance or thereafter as 

described in Section 11.2(b), elects to conduct or direct the liquidation of the remaining Assets or 

Secured Parties Collateral, (i) the Debtor is to, and is to cause the Custodian/Paying Agent to, 

cooperate with and assist the PMN Agent with respect to any or all aspects of such liquidation to 

the extent reasonably requested by the PMN Agent from time to time and (ii) all costs and 

expenses incurred by the PMN Agent are to be deducted from the Asset Proceeds and retained by 

the PMN Agent, and (subject to the rights and remedies of the PMN Agent if an Event of Default 

has occurred) the remaining Asset Proceeds are to be applied on the Distribution Date following 

any such liquidation in accordance with the priority of payments set forth in Section 5.1 of the 

Custodial and Paying Agency Agreement and the other terms thereof; provided, however, that,

notwithstanding such priority of payments, no portion of such proceeds is to be paid pursuant to 

Section 5.1(b)(x) of the Custodial and Paying Agency Agreement until the Secured Obligations 

have been repaid in full. 

ARTICLE XII

PMN Agent

Section 12.1 Appointment and Authorization of PMN Agent. The Receiver is 

irrevocably appointed, designated and authorized to act as the PMN Agent pursuant to this 

Agreement and the other Transaction Documents to which the PMN Agent is a party. The PMN 

Agent is to act as the agent of (and hold any security interest or other Lien created by the 

Secured Parties Collateral Documents for and on behalf of or in trust for) the Holders, each 

Purchase Money Notes Guarantor, and each other Secured Party for purposes of (a) acquiring, 

holding, and enforcing any and all Liens on the Secured Parties Collateral granted by any 

Grantor to secure any of the Secured Obligations, together with such powers and discretion as 

are reasonably incidental thereto, and (b) making such determinations, and exercising or 

fulfilling such powers, rights, remedies, obligations, discretion, and/or authority, as are expressly 

set forth in, and otherwise acting as the “PMN Agent” as expressly set forth in, any Transaction 

Document. In this capacity, the PMN Agent (and any co-agents, sub-agents, and attorneys-infact appointed by the PMN Agent for any of the purposes set forth in the preceding sentence) 

will be entitled to the benefits of all provisions of this Article XII (in the case of any such coagent, sub-agent, or attorney-in-fact, as though such co-agent, sub-agent, or attorney-in-fact were 

the PMN Agent). Notwithstanding any provision to the contrary contained elsewhere in this 

Agreement or in any other Transaction Document, the PMN Agent has no duties or 

responsibilities except those expressly set forth in this Agreement or in the other Transaction 

Documents to which it is a party, nor will the PMN Agent have or be deemed to have any 

fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied 

covenants, functions, responsibilities, duties, obligations or liabilities are to be read into this 

Agreement or any other Transaction Document or otherwise exist against the PMN Agent. 

Without limiting the generality of the foregoing sentence, the use of the term “agent” in this 

Agreement and in the other Transaction Documents with reference to the PMN Agent is not 

intended to connote any fiduciary or other implied (or express) obligations arising pursuant to 

agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market 

custom and is intended to create or reflect only an administrative relationship between 

independent contracting parties. Nothing in any Transaction Document is to be construed to 
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limit the right of the Required PMN Consenting Parties and the PMN Agent to enter into such 

further agreements as they, in their sole discretion, deem necessary or appropriate with respect to 

the purposes of the PMN Agent’s appointment as described in the first sentence of this Section

12.1, including the manner in which the Required PMN Consenting Parties may instruct the 

PMN Agent to act pursuant to any Transaction Document, and indemnification of the PMN 

Agent. Anything in Section 13.9 of this Agreement to the contrary notwithstanding, the 

Required PMN Consenting Parties and the PMN Agent may amend this Article XII in any 

manner (with respect to the subject matter of this Article XII) without the approval of (but with

notice to) any Grantor so long as such amendment does not impose any material additional 

obligations upon the Debtor. 

Section 12.2 Delegation of Duties. The PMN Agent may execute any of its duties 

pursuant to this Agreement or any other Transaction Document (including for purposes of 

holding or enforcing any Lien on the collateral (or any portion thereof) granted pursuant to the 

Secured Parties Collateral Documents or of exercising any rights and remedies thereunder) by or 

through agents, sub-agents, employees or attorneys-in-fact as is deemed necessary by the PMN 

Agent and is entitled to advice of counsel and other consultants or experts concerning all matters 

pertaining to such duties and to rely on any such advice. The PMN Agent will not be responsible 

for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in 

the absence of bad faith or willful misconduct (as determined in the final judgment of a court of 

competent jurisdiction). 

Section 12.3 Liability of PMN Agent. None of the PMN Agent, any of its Affiliates, or 

any officers, directors, employees, agents, sub-agents, or attorneys-in-fact of any of them will (a) 

be liable for any action taken or omitted to be taken by any of them pursuant to or in connection 

with this Agreement or any other Transaction Document or the transactions contemplated by this 

Agreement (except that this clause (a) does not apply to the PMN Agent’s own bad faith or 

willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in 

connection with its duties expressly set forth in this Agreement or any other Transaction 

Document to which it is a party), or (b) be responsible in any manner to any Secured Party for 

any recital, statement, representation or warranty made by any Grantor or any officer thereof, 

contained in this Agreement or in any other Transaction Document, or in any certificate, report, 

statement, or other document referred to or provided for in, or received by the PMN Agent 

pursuant to or in connection with, this Agreement or any other Transaction Document, or the 

validity, effectiveness, genuineness, enforceability, or sufficiency of this Agreement or any other 

Transaction Document, or the perfection or priority of any Lien or security interest created or 

purported to be created pursuant to the Secured Parties Collateral Documents, or for any failure 

of any Grantor or any other party to any Transaction Document to perform its obligations 

pursuant to this Agreement or any other Transaction Document. Neither the PMN Agent, nor 

any of its Related Persons, is under any obligation to any Secured Party or participant to (x) 

ascertain or to inquire as to the observance or performance of any of the agreements contained 

in, or conditions of, this Agreement, or any other Transaction Document, or (y) inspect the

properties, books, or records of any Grantor, Borrower or Obligor, or any of their respective 

Affiliates.
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Section 12.4 Reliance by PMN Agent. 

(a) The PMN Agent will be entitled to rely, and will be fully protected in 

relying, upon any writing, communication, signature, resolution, representation, notice, consent, 

certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail 

message, statement, or other document or conversation believed by it to be genuine and correct

and to have been signed, sent, or made by the proper Person or Persons, and upon advice and 

statements of legal counsel (including counsel to the Debtor), independent accountants, and other 

experts selected by the PMN Agent. The PMN Agent will be fully justified in failing or refusing 

to take any action pursuant to any Transaction Document unless it first receives such advice or 

concurrence of the Required PMN Consenting Parties (and any other Secured Party) as it deems 

appropriate and, if it so requests, it first is indemnified to its satisfaction by the Holders (and/or

Note Owners), the Purchase Money Notes Guarantors, and/or other Secured Parties against any 

and all liability and expense that might be incurred by it by reason of taking or continuing to take 

any such action. Anything in this Article XII to the contrary notwithstanding, the PMN Agent in 

all cases (i) is fully protected in acting, or in refraining from acting, pursuant to this Agreement 

or any other Transaction Document, in accordance with a direction of the Required PMN 

Consenting Parties, and any action taken or failure to act pursuant to any such direction will be 

binding upon all the Secured Parties, and (ii) will not be required to take any action that, in its 

opinion or the opinion of its counsel, may expose the PMN Agent to liability or that is contrary 

to any Transaction Document or applicable Law. Anything in this Section 12.4(a) above (or the 

rest of this Agreement) to the contrary notwithstanding, the PMN Agent may not agree to any 

amendment of, or grant any waiver in respect of any of the provisions of, any Transaction 

Document except at, and may, and will, execute any amendment of, or waiver in respect of any 

of the provisions of, any Transaction Document at, the direction of the Required PMN 

Consenting Parties (provided, however, that the PMN Agent will not be required to execute any 

such amendment or waiver that affects any right (including any right to indemnification) or duty 

of, or any fees or other amounts payable to, the PMN Agent pursuant to this Agreement or any 

other Transaction Document). 

(b) Each Holder, by its acceptance of its Purchase Money Note, will be 

deemed to have consented to, approved or accepted or to be satisfied with, each document or 

other matter required to be consented to or approved by or acceptable or satisfactory to the PMN 

Agent unless the PMN Agent has received notice from the Required PMN Consenting Parties 

prior to the proposed Closing Date specifying its objection thereto. 

Section 12.5 Liability of PMN Agent. The PMN Agent will not be deemed to have 

knowledge or notice of the occurrence of any Default or Event of Default, unless the PMN Agent 

has received written notice from a Grantor or any Secured Party referring to this Agreement, 

describing such Default or Event of Default and stating that such notice is a “notice of default.” 

The PMN Agent will notify each Purchase Money Notes Guarantor (in accordance with the 

notice provision set forth in the relevant Purchase Money Notes Guaranty) of its receipt of any 

such notice. The PMN Agent will take such action in accordance with Article V with respect to 

any Event of Default as might be directed by the Required PMN Consenting Parties; provided, 

however, that unless and until the PMN Agent has received any such direction, the PMN Agent 

may (but will not be obligated to) take such action, or refrain from taking such action, with 
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respect to such Event of Default as it deems advisable or in the best interest of the Secured 

Parties. 

Section 12.6 Successor PMN Agent. The PMN Agent may resign as the PMN Agent 

upon thirty days’ notice to (a) each Purchase Money Notes Guarantor (at the address set forth for 

such notices in the relevant Purchase Money Notes Guaranty) or, if there is no Purchase Money 

Notes Guarantor, to each Holder, and (b) the Debtor. If the PMN Agent resigns pursuant to this 

Agreement, the Required PMN Consenting Parties, with the written consent of the Debtor (such 

consent not to be unreasonably withheld or delayed, and provided, further, that no such consent 

of the Debtor is required if the successor “PMN Agent” is the FDIC or an Affiliate of the FDIC 

or if an Event of Default has occurred and is continuing), may appoint a successor “PMN 

Agent.” If no successor “PMN Agent” is appointed prior to the effective date of the resignation 

of the PMN Agent, the retiring PMN Agent may appoint, after consulting with each Purchase 

Money Notes Guarantor and the Debtor, a successor “PMN Agent.” Upon the acceptance of its 

appointment as successor “PMN Agent” pursuant to this Agreement, and upon (to the extent 

specified by the Required PMN Consenting Parties) the execution and filing or recording of such 

financing statements, or amendments thereto, and such other instruments or notices, as might be 

necessary or desirable, or as the Required PMN Consenting Parties might request, to continue the 

perfection of the Liens granted or purported to be granted to the PMN Agent by the Secured 

Parties Transaction Documents, the Person acting as such successor agent will succeed to all the 

rights, powers, designations, privileges, and duties of the retiring PMN Agent and the term 

“PMN Agent” will mean such successor “PMN Agent”, and the retiring PMN Agent’s 

appointment, powers, designations, privileges, and duties as the PMN Agent will be terminated. 

After the retiring PMN Agent’s resignation pursuant to this Agreement as the PMN Agent, the 

provisions of this Article XII, Sections 13.4 and 13.6 and Section 2.1(l) of the Common Terms 

will continue in effect for the benefit of such retiring PMN Agent in respect of any actions taken 

or omitted to be taken by it while it was acting as the PMN Agent. 

Section 12.7 PMN Agent May File Proofs of Claim. In case of the pendency of any 

receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, 

composition, or other judicial proceeding relative to any Grantor, the PMN Agent (irrespective 

of whether the principal of the Purchase Money Notes are then due and payable as expressed in 

this Agreement or by declaration or otherwise and irrespective of whether the PMN Agent has 

made any demand on any Grantor) will be entitled and empowered, by intervention in such 

proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal owing and 

unpaid in respect of the Purchase Money Notes and all other Secured Obligations that are owing 

and unpaid and to file such other documents as might be necessary or advisable to have the 

claims of the Secured Parties (including any claim for the reasonable compensation, expenses, 

disbursements and advances of the Secured Parties and their respective agents and counsel and 

all other amounts due the Secured Parties pursuant to Section 13.4 and/or Section 13.6) allowed 

in such judicial proceeding; and 

(b) to collect and receive any monies or other property payable or deliverable 

on any such claims and to distribute the same, 
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and any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in 

any such judicial proceeding is authorized to make such payments to the PMN Agent and, in the 

event that the PMN Agent consents to the making of such payments directly to the Secured 

Parties, to pay to the PMN Agent any amount due the PMN Agent pursuant to Section 13.4

and/or Section 13.6. 

Nothing contained in this Agreement will be deemed to authorize the PMN Agent to authorize or 

consent to or accept or adopt on behalf of the Secured Parties any plan of reorganization,

arrangement, adjustment, or composition affecting the Secured Obligations or the rights of the 

Secured Parties or to authorize the PMN Agent to vote in respect of the claim of the Secured 

Parties in any such proceeding. 

ARTICLE XIII

Miscellaneous

Section 13.1 Application of the Common Terms. The Common Terms apply to this 

Agreement. With respect to the agreements provided in Sections 2.1(l), 2.1(m) and 2.1(n) of the 

Common Terms, each Grantor makes and enters into such agreements for itself and its Affiliates.

Section 13.2 Attorney-in-Fact. Each Grantor constitutes and appoints the PMN Agent 

the true and lawful attorney-in-fact of such Grantor, with full power and authority in the place 

and stead of such Grantor and in the name of such Grantor, the PMN Agent or otherwise, subject 

to the terms of this Agreement and applicable Law, to enforce all rights, interests and remedies 

of such Grantor with respect to the Secured Parties Collateral; provided, however, that the PMN 

Agent may not exercise any of the aforementioned rights unless an Event of Default has occurred 

and is continuing. This power of attorney is a power coupled with an interest and is irrevocable 

until the termination of this Agreement in accordance with the terms of this Agreement; 

provided, however, that nothing in this Agreement will prevent such Grantor from, prior to the 

exercise by the PMN Agent of any of the aforementioned rights, utilizing the Secured Parties 

Collateral to transact Grantor ordinary course business operations.

Section 13.3 [Intentionally Omitted]. 

Section 13.4 Reimbursement of Expenses. Except as prohibited by Law, if at any time 

the PMN Agent or any Purchase Money Notes Guarantor incurs any fees, expenses, costs, or 

charges (including attorneys’ fees and expenses, costs or charges relating thereto) in connection 

with the creation, perfection, preservation, or release of the security interest of, or other Lien in 

favor of, the PMN Agent in the Secured Parties Collateral or the enforcement of any of the rights 

or remedies of the PMN Agent or such Purchase Money Notes Guarantor pursuant to this 

Agreement, all of such fees, expenses, costs, or charges incurred by the PMN Agent or such 

Purchase Money Notes Guarantor will become part of the Secured Obligations secured by this 

Agreement and be paid by the Debtor on demand. 

Section 13.5 Termination of Security Interest. Upon the indefeasible payment, 

satisfaction, and discharge in full of all of the Secured Obligations, the security interest and all

other rights granted pursuant to this Agreement will terminate and all rights to the Secured 
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Parties Collateral will revert to the Debtor. Upon any such indefeasible satisfaction and 

discharge of the Secured Obligations, the PMN Agent (a) upon the written request of the Debtor 

promptly will execute and deliver all such documentation, Uniform Commercial Code 

termination statements, and instruments as are necessary to release the Liens created pursuant to 

this Agreement and to terminate this Agreement, and (b agrees, at the reasonable request of the 

Debtor, to furnish, execute, and deliver such documents, instruments, certificates, notices, or 

further assurances as the Debtor reasonably might request as necessary or desirable to effect such 

termination and release, all at the Debtor’s sole cost and expense. 

Section 13.6 Indemnification. 

(a) The Debtor will indemnify and hold harmless the PMN Agent, each

Purchase Money Notes Guarantor, the Holders, the Receiver, and the FDIC, and their respective

Related Persons (all of the foregoing, collectively, the “Indemnified Parties”), from and against 

any and all Losses whatsoever directly or indirectly resulting from, connected with, arising out of 

or related to (i) any breach of or inaccuracy in any of the representations or warranties of any 

Grantor contained in this Agreement or made pursuant to any Joinder Agreement executed and 

delivered pursuant to Section 8.12 of this Agreement, (ii) any failure, by any Grantor or any of 

its Related Persons, to perform their respective obligations pursuant to, or otherwise to comply 

with and observe the provisions of, this Agreement, any Secured Parties Collateral Document, or 

the Servicing Agreement, or any third-party allegation or claim based upon facts alleged that, if 

true, would constitute such a failure, (iii) any exercise by the PMN Agent of any right or remedy 

pursuant to (or as described in) Article V, (iv) any gross negligence, bad faith, or willful 

misconduct (including any act or omission constituting theft, embezzlement, breach of trust or 

violation of any Law) of or by any Grantor or any of its Related Persons, (v) any actual or

asserted Environmental Hazard related to any Mortgaged Property or any Acquired Property, or

(vi) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the

foregoing, whether based on contract, tort or any other theory, whether brought by a third party 

or by any Grantor or any of their respective Related Persons or creditors, and regardless of 

whether any Indemnified Party is a party thereto, in the case of each of (i) through (vi) above, 

whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or 

sole negligence of any Indemnified Party. The Debtor’s obligation pursuant to this 

Section 13.6(a) will survive the termination of this Agreement and, with respect to any 

Indemnified Party, such Indemnified Party otherwise ceasing to constitute a party to or third 

party beneficiary of this Agreement. Each Indemnified Party shall deliver notice, of any claim or

demand made by any Person against such Indemnified Party for which such Indemnified Party 

may seek indemnification pursuant to this Section 13.6(a) (a “Third Party Claim”), to the

Debtor promptly after receipt by such Indemnified Party of written notice of the Third Party

Claim, describing such Third Party Claim in reasonable detail. The failure or delay to provide 

such notice, however, will not release any Grantor from any of its obligations pursuant to this 

Section 13.6 except to the extent that it is materially prejudiced by such failure or delay. This

Section 13.6(a) will continue to apply to any Person that was, but has ceased to be, an 

Indemnified Party, but only with respect to the period during which such Person was an 

Indemnified Party.
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(b) If for any reason the indemnification provided for pursuant to this 

Section 13.6 is unavailable or insufficient to hold harmless the Indemnified Parties, the Debtor 

will contribute to the amount paid or payable by the Indemnified Parties as a result of the Losses 

of the Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the 

Indemnified Parties, on the one hand, and the Grantors and their respective Related Persons, on 

the other hand, in connection with the incurrence of such Losses. 

(c) If the Debtor confirms in writing to the Indemnified Party within fifteen 

days after receipt of a Third Party Claim the Debtor’s responsibility to indemnify and hold 

harmless the Indemnified Party therefor, the Debtor may elect to assume control over the 

compromise or defense of such Third Party Claim at the Debtor’s own expense and by the 

Debtor’s own counsel, which counsel must be reasonably satisfactory to the Indemnified Party; 

provided, however, that (i) if such Indemnified Party so desires, the Indemnified Party may 

employ counsel at such Indemnified Party’s own expense to assist in the handling (but not 

control the defense) of any Third Party Claim; (ii) the Debtor will keep the Indemnified Party 

advised of all material events with respect to any Third Party Claim; (iii) the Debtor will obtain 

the prior written approval of the Indemnified Party before ceasing to defend against any Third 

Party Claim or entering into any settlement, adjustment, or compromise of such Third Party 

Claim involving injunctive or similar equitable relief being imposed upon any Indemnified Party 

or any of its or his Affiliates; and (iv) no Grantor, without the prior written consent of each 

Indemnified Party, will settle or compromise or consent to the entry of any judgment in any 

pending or threatened action in respect of which indemnification may be sought pursuant to this 

Agreement (whether or not any such Indemnified Party is a party to such action), unless such 

settlement, compromise or consent by its terms obligates such Grantor to satisfy the full amount 

of the liability in connection with such Third Party Claim and includes an unconditional release 

of the Indemnified Party from all liability arising out of such Third Party Claim. 

(d) Notwithstanding anything contained in this Agreement to the contrary, the 

Debtor will not be entitled to control (and if the Indemnified Party so desires, it will have sole 

control over) the defense, settlement, adjustment, or compromise of (but the Debtor will 

nevertheless be required to pay all Losses incurred by the Indemnified Party in connection with 

such defense, settlement, or compromise): (i) any Third Party Claim that seeks an order, 

injunction, or other equitable relief against the Indemnified Party or any of its Affiliates; (ii) any 

action in which both the Debtor or any Subsidiary Grantor (or any Affiliate) and the Indemnified 

Party are named as parties and either the Debtor or such Subsidiary Grantor (or such Affiliate) or 

the Indemnified Party determines with advice of counsel that there might be one or more legal 

defenses available to it that are different from or additional to those available to the other party 

or that a conflict of interest between such parties might exist in respect of such action; and 

(iii) any matter that raises or implicates any issue relating to any power, right, or obligation of

the FDIC under any Law. In addition to the foregoing, if the Debtor elects not to assume the 

compromise or defense of any Third Party Claim, fails to timely and properly notify the 

Indemnified Party of its election as herein provided, or, at any time after assuming such defense, 

fails to diligently defend against such Third Party Claim in good faith, the Indemnified Party 

may pay, settle, compromise or defend against such Third Party Claim (but the Debtor shall 

nevertheless be required to pay all Losses incurred by the Indemnified Party in connection with 
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such payment, settlement, compromise or defense). In connection with any defense of a Third

Party Claim (whether by the Debtor, a Subsidiary Grantor or the Indemnified Party), all of the 

parties to this Agreement will, and will cause their respective Affiliates to, cooperate in the 

defense or prosecution thereof and to in good faith retain and furnish such records, information, 

and testimony, and attend such conferences, discovery proceedings, hearings, trials, and appeals, 

as reasonably might be requested by a party to this Agreement in connection therewith. 

Section 13.7 Notices. Without limiting the generality of, and notwithstanding the

provisions of, Section 2.1(f) of the Common Terms, a copy of any notice or other 

communication to the PMN Agent pursuant to this Agreement is to be delivered

contemporaneously to each Purchase Money Notes Guarantor (to its applicable notice address 

pursuant to, and otherwise in accordance with, the Notice Schedule) until such time as the

Guaranteed Purchase Money Notes Satisfaction Date with respect to such Purchase Money Notes 

Guarantor has occurred. 

Section 13.8 Sale, Assignment or Transfer of Initial Member Interest. Upon the

consummation of any sale, transfer or assignment of the Initial Member Interest pursuant to and 

in accordance with Section 8.7(b) of the LLC Operating Agreement, the transferor “Initial

Member” will cease to be a party to this Agreement (and accordingly, except as expressly

otherwise provided in the proviso to this sentence), will cease to be responsible for the payment

or performance of any of the obligations or liabilities pursuant to this Agreement of the “Initial 

Member”); provided, however, that no such sale, transfer or assignment will relieve the 

transferor “Initial Member” from of any liability it might have arising out of any failure by it to 

have fully paid or performed the obligations or liabilities of the “Initial Member” pursuant to this 

Agreement required to have been paid or performed prior to the consummation of such permitted 

sale, transfer or assignment.

Section 13.9 Amendments and Waivers. This Agreement may be amended or 

modified, and the terms of this Agreement may be waived, only by a written instrument signed 

by (a) all parties to this Agreement (other than the Initial Member), (b) each Purchase Money 

Notes Guarantor and (c) to the extent that any such action would impose any, or alter any thenexisting, obligation of the Initial Member pursuant to this Agreement, or would amend or modify 

this Section 13.9, the Initial Member. In no event will any such amendment or waiver limit or 

affect (including through any amendment or elimination of this sentence) the rights of the 

Receiver or the FDIC (in each case, as a third party beneficiary pursuant to this Agreement as 

specified in Section 13.12) without the express written consent of the Receiver or the FDIC, 

respectively. Nothing in this Section 13.9 limits or qualifies the last sentence of Section 12.1 of 

this Agreement. 

Section 13.10 Reinstatement. This Agreement will continue to be effective or be 

automatically reinstated, as the case might be, if at any time payment pursuant to this Agreement 

is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, 

reorganization, or liquidation of any Grantor or upon the dissolution of, or appointment of any 

intervenor or conservator for, or trustee or similar official for, any Grantor or any substantial part 

of any Grantor’s assets, or otherwise, all as though such payments had not been made, and the 

Debtor is to pay the PMN Agent, each Purchase Money Notes Guarantor, and each Holder on 
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demand all reasonable costs and expenses (including reasonable fees of counsel) incurred by the 

PMN Agent, such Purchase Money Notes Guarantor or such Holder in connection with such 

rescission or restoration.

Section 13.11 Survival. All representations and warranties made pursuant to this 

Agreement and in any other Secured Parties Collateral Document will survive the execution and 

delivery hereof and thereof. Such representations and warranties have been or will be relied

upon by the Secured Parties, regardless of any investigation made by or on behalf of the Secured 

Parties (or any of them) and notwithstanding that the Secured Parties might have had notice or 

knowledge of any Default or Event of Default at the Closing Date, and will continue in full force 

and effect as long as any Purchase Money Notes or any other Secured Obligation remains unpaid 

or unsatisfied. All obligations made in this Agreement will survive the execution and delivery of 

this Agreement. Except as otherwise provided in this Agreement or implied by applicable Law, 

the obligations of each Grantor set forth in this Agreement will terminate only upon the 

indefeasible satisfaction and discharge in full of the Secured Obligations.

Section 13.12 No Third Party Beneficiaries. This Agreement is made for the sole benefit 

of the PMN Agent, each Purchase Money Notes Guarantor, the other Secured Parties, and the 

Grantors and their respective successors and permitted assigns, and no other Person or Persons 

(including Borrowers, Obligors, or any co-lender or other Person with any interest in or liability 

under any of the Assets) will have any rights or remedies pursuant to or by reason of this 

Agreement. The preceding sentence notwithstanding, (a) each Purchase Money Notes Guarantor 

(and its successors or assigns) is constituted (until the Guaranteed Purchase Money Notes 

Satisfaction Date with respect to such Purchase Money Notes Guarantor) an express third party 

beneficiary of this Agreement in its entirety, and, as such, each Purchase Money Notes 

Guarantor (and its successors or assigns) is entitled to enforce the provisions of this Agreement 

to the same extent as if such Person were a party to this Agreement, (b) to the extent that this

Agreement confers directly any rights, remedies, or other benefits upon the FDIC, the Receiver, 

any Holder, or any other Person (not a party to this Agreement) (other than any Purchase Money 

Notes Guarantor), this Agreement (subject to Sections 2.1(l), 2.1(m) and 2.1(n) of the Common 

Terms as if such other Person was a party to this Agreement, and in any event to Section 13.9 of 

this Agreement) also will inure to the benefit of, and may be enforced by, such Person (and its 

successors or assigns), and (c) each of the PMN Agent, each Purchase Money Notes Guarantor,

each Holder, the Receiver, and the FDIC may enforce Section 13.6 of this Agreement on behalf 

of or otherwise with respect to any Related Person in relation to itself.

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SIG CRE 2023 Venture LLC

Reimbursement, Security and Guaranty Agreement 

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IN WITNESS WHEREOF, the parties to this Agreement, by their officers duly 

authorized, intending to legally bound, have caused this Agreement to be duly executed.

PMN Agent

FEDERAL DEPOSIT INSURANCE

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE 

BANK, N.A., as PMN Agent

By: _______________

Name: Colette Campagna

Title: Senior Asset Marketing Specialist

Debtor

SIG CRE 2023 VENTURE LLC

By: Federal Deposit Insurance Corporation in its 

capacity as Receiver for Signature Bridge Bank,

N.A., as Sole Member and Manager

By:_ ______________

Name: Colette Campagna

Title: Senior Asset Marketing Specialist

Initial Member

FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as Receiver for

Signature Bridge Bank, N.A., as Initial Member,

solely for purposes of Sections 5.1(a)(vi), 

5.1(a)(viii), 5.1(a)(ix), 5.1(a)(x), 8.3 and 13.7 to 

13.12 and applicable provisions of the Common

Terms

By: ______________

Name: Colette Campagna

Title: Senior Asset Marketing Specialist
Exhibit A-1 

SIG CRE 2023 Venture LLC 

Reimbursement, Security and Guaranty Agreement 

Version 08-2022 (Standard Hybrid Option) 

EXHIBIT A 

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT, dated as of _________ __, 20__, is delivered pursuant 

to Section 8.12 of the Reimbursement, Security and Guaranty Agreement, dated as of December 

14, 2023, by and among SIG CRE 2023 Venture LLC, a Delaware limited liability company, 

each of the other entities listed on the signature pages thereto or that becomes a party thereto 

pursuant to Section 8.12 of such agreement, the Federal Deposit Insurance Corporation in its 

corporate capacity, the Federal Deposit Insurance Corporation in its capacity as Receiver (as 

such term is defined in the Agreement of Common Terms and Definitions referred to in 

Section 1.1(a) thereof), as PMN Agent for the Secured Parties and, solely for purposes of 

Sections 5.1(a)(vi), 5.1(a)(viii), 5.1(a)(ix), 5.1(a)(x), 8.3, 13.1, and 13.7 – 13.12 of such 

agreement, the Federal Deposit Insurance Corporation, as Receiver, as Initial Member under the 

LLC Operating Agreement (the “Reimbursement, Security and Guaranty Agreement”). 

Capitalized terms used in this Joinder Agreement without definition are used as defined in or 

pursuant to the Reimbursement, Security and Guaranty Agreement (including without limitation 

pursuant to the Agreement of Common Terms and Definitions referred to in Section 1.1(a) of the 

Reimbursement, Security and Guaranty Agreement).

By executing and delivering this Joinder Agreement, the undersigned, as provided in 

Section 8.12 of the Reimbursement, Security and Guaranty Agreement, becomes a party to the 

Reimbursement, Security and Guaranty Agreement as a Grantor thereunder with the same force 

and effect as if originally named as a Grantor therein and, without limiting the generality of the 

foregoing, as collateral security for the prompt and complete payment and performance when

due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, 

transfers, assigns, sets over, pledges, conveys, mortgages, and grants to the PMN Agent for its

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

the benefit of the Secured Parties a continuing security interest in, lien on, and right of set-off 

against, all of such Grantor’s right, title and interest in, to or under the Secured Parties Collateral 

of the undersigned and expressly assumes all obligations and liabilities of a “Subsidiary 

Grantor”, and of a “Grantor”, thereunder. Without limitation of the preceding sentence, the 

undersigned agrees to be bound as a “Subsidiary Grantor,” and as a “Grantor,” for all purposes of

the Reimbursement, Security and Guaranty Agreement. 

The undersigned represents and warrants that each of the representations and warranties

contained in Article VII of the Reimbursement, Security and Guaranty Agreement applicable to 

it is true and correct in all material respects with respect to it on and as of the date of this Joinder 

Agreement as if made on and as of the date of this Joinder Agreement. The undersigned 

acknowledges that this Agreement and the Reimbursement, Security and Guaranty Agreement 

will be enforceable against it whether or not this Agreement is formally acknowledged or 

accepted by the PMN Agent or the Initial Member.
Exhibit A-2

SIG CRE 2023 Venture LLC

Reimbursement, Security and Guaranty Agreement 

Version 08-2022 (Standard Hybrid Option)

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly 

executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]

By:_______________________________________

Name: [_____________]

Title: [_____________]