Section 4.3. Insured or Guaranteed Loans. If any Loans being transferred pursuant
to this Agreement are insured or guaranteed by any Governmental Authority, and such insurance
or guaranty is not being specifically terminated by the Initial Member, the Company
acknowledges and agrees that such Loans must be serviced by a servicer, lender or mortgagee
approved by such Governmental Authority, if such approval is required. The Company further
acknowledges and agrees that, upon assumption of the Obligations with respect to the Loans, it
assumes full responsibility for determining whether or not any such insurance or guarantees are
in effect on the date of this Agreement and, with respect to those Loans with respect to which
any such insurance or guarantee is in effect on the date of this Agreement, the Company
acknowledges and agrees that, upon assumption of the Obligations with respect to the Loans, it
assumes full responsibility for taking any and all actions as may be necessary to insure such
insurance or guarantees remain in full force and effect. The Company acknowledges and agrees
that, upon assumption of the Obligations with respect to the Loans, it assumes and agrees to
fulfill all of the Initial Member’s and the Failed Bank’s Obligations under the contracts of
insurance or guaranty. Any out-of-pocket fees due to any insurer or guarantor incurred by the
Company to fulfill its obligations set forth in the preceding sentence shall constitute Pre-
Approved Charges for purposes of the Participation Agreement.

Section 4.4 _ Reporting to or for the Applicable Taxing Authorities. The Initial
Member shall be responsible for submitting all Internal Revenue Service information returns
related to the Loans for all applicable periods prior to the Servicing Transfer Date. The Company
shall be responsible for submitting all Internal Revenue Service information returns related to the
Loans for all applicable periods commencing with the Servicing Transfer Date. Information
returns include reports on Forms 1098 and 1099. The Company shall be responsible for
submitting all information returns required under applicable Law of any Foreign Jurisdiction, to
the extent such are required to be filed by the Company or the Initial Member under such Law,
relating to the Loans, for the calendar or tax year in which the Effective Date falls and thereafter.

Section 4.5 Loans in Litigation.

(a) With respect to any Loan subject of any type of pending litigation as of the
Closing Date, the Company shali notify the FDIC’s Regional Counsel, 1601 Bryan Street,
Dallas, Texas 75201-4586, within fifteen (15) Business Days before the Servicing Transfer Date
of the name of the attorney selected by the Company to represent the Company’s interests in the
litigation. The Company shall, before the Servicing Transfer Date, notify the clerk of the court
or other appropriate official and all counsel of record that ownership of the Loan was transferred
from the Initial Member to the Company. Subject to the provisions of Sections 4.5(c) and 4.5(d),
the Company shall have its attorney file appropriate pleadings and other documents and
instruments with the court or other appropriate body before the Servicing Transfer Date,
substituting the Company’s attorney for the Initial Member’s attorney, removing the Initial
Member and the Failed Bank as a party to the litigation and substituting the Company as the real
party-in-interest. Nothing contained in this Agreement shall preclude the Company from
retaining the same attorney retained by the Initial Member (or the Failed Bank) to handle
litigation with respect to the Loans, provided, that, with respect to litigation referred to in Section
4.5(c), the Company shall not retain the same counsel that represents the Initial Member in

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2 17


ATTACHMENT “B”
f to
Loan Contribution and Assignment Agreement

LOAN VALUE SCHEDULE

SEE TAB 23

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2


THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT
A JURY.

Section 8.9 | Counterparts; Facsimile Signatures. This Agreement may be executed
in two (2) or more counterparts, each of which shall be deemed an original but all of which
together shall constitute but one and the same agreement. This Agreement and any amendments
hereto, to the extent signed and delivered by facsimile or other electronic means, shall be treated
in all manner and respects as an original agreement and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered in person. No
signatory to this Agreement shall raise the use of a facsimile machine or other electronic means
to deliver a signature or the fact that any signature or agreement was transmitted or
communicated through the use of a facsimile machine or other electronic means as a defense to
the formation or enforceability of a contract and each such Person forever waives any such
defense.

Section 8.10 Headings. Paragraph titles or captions contained in this Agreement are
inserted only as a matter of convenience and for reference and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any provisions hereof. All Section and
paragraph references contained herein shall refer to Sections and paragraphs in this Agreement
unless otherwise specified.

Section 8.11 Compliance with Law. Except as otherwise specifically provided herein,
each party to this Agreement shall, at its own cost and expense, obey and comply with all Laws,
as they may pertain to such party’s performance of its obligations hereunder.

Section 8.12 Right to Specific Performance. THE COMPANY HEREBY
ACKNOWLEDGES AND AGREES THAT THE DAMAGES TO BE INCURRED BY
INITIAL MEMBER AS A RESULT OF THE COMPANY’S BREACH OF THIS
AGREEMENT WILL BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN, THAT
DAMAGES WILL NOT BE AN ADEQUATE REMEDY AND THAT ANY BREACH OR
THREATENED BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT BY THE
COMPANY MAY CAUSE IMMEDIATE IRREPARABLE HARM FOR WHICH THERE
MAY BE NO ADEQUATE REMEDY AT LAW. ACCORDINGLY, THE PARTIES AGREE
THAT, IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, THE
INITIAL MEMBER SHALL BE ENTITLED TO (I) IMMEDIATE AND PERMANENT
EQUITABLE RELIEF (INCLUDING INJUNCTIVE RELIEF AND SPECIFIC
PERFORMANCE OF THE PROVISIONS OF THIS AGREEMENT) FROM A COURT OF
COMPETENT JURISDICTION (IN ADDITION TO ANY OTHER REMEDY TO WHICH IT
MAY BE ENTITLED AT LAW OR IN EQUITY), AND (II) SOLELY IN THE CASE OF A
BREACH OF SECTION 4.14 HEREOF, LIQUIDATED DAMAGES IN THE AMOUNT OF
$25,000 FOR EACH BREACH OF SUCH SECTION. THE PARTIES AGREE AND
STIPULATE THAT THE INITIAL MEMBER SHALL BE ENTITLED TO EQUITABLE
(INCLUDING INJUNCTIVE) RELIEF WITHOUT POSTING A BOND OR OTHER
SECURITY AND THE COMPANY FURTHER WAIVES ANY DEFENSE IN ANY SUCH
ACTION FOR SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF THAT A REMEDY

FNBN RESCON Loan Contribution Agmt - EXECUTION VERSION
42373123.2 34


ACKNOWLEDGMENT

STATE OF §
8
COUNTY OF §

Before me, the undersigned authority, a Notary Public in and for the county and state
aforesaid, on this day personally appeared __ , known to me
to be the person whose name is subscribed to the foregoing instrument, as Attorney-in-Fact of
the Federal Deposit Insurance Corporation as Receiver for First National Bank of Nevada acting
in the capacity stated above, and acknowledged to me that s/he executed the same as the act of
the Federal Deposit Insurance Corporation as Receiver for First National Bank of Nevada, for
the purposes and consideration therein expressed, and in the capacity therein stated.

Given under my hand and seal of office on this the day of >
20.
Notary Public
[SEAL] My Commission expires:

FNBN RESCON Loan Contribution Agmt — EXECUTION VERSION
12373123.2 D-3


Section 2.3 Adjustments.

(a) At least three (3) Business Days before the Servicing Transfer Date, the Initial
Member shall provide the Company with a statement setting forth, for each Loan, the Adjusted
Unpaid Principal Balance and the Adjusted Escrow Balance and, if the Loan was refinanced into
a permanent loan after the Cut-Off Date upon the disbursement of the final Authorized Funding
Draw, the date of such refinance and the new loan number (cross-referenced to the loan number
for that Loan on the Loan Schedule). The statement shall be accompanied by an explanation of
the reasons for any adjustment to any Unpaid Principal Balance or Escrow Balance.

(b) If the Adjusted Unpaid Principal Balance of any Loan exceeds the Unpaid
Principal Balance of such Loan (such excess, the “Excess Principal’), the LLC Interest
Transferee shall be liable to the Initial Member for an amount equal to the Adjustment
Percentage multiplied by the Excess Principal. If the Unpaid Principal Balance of any Loan
exceeds the Adjusted Unpaid Principal Balance of any Loan (such deficiency, the “Principal
Deficiency”), the Initial Member shall be liable to the LLC Interest Transferee for an amount
equal to the Adjustment Percentage multiplied by the Principal Deficiency. No adjustment will
be made for any miscalculation of interest on any Loan. To the extent the Initial Member makes
advances of its own funds to make Authorized Funding Draws (rather than withdrawing such
funds from the LIP Account) or Post-Cut-Off Date Advances after the Cut-Off Date, the
Company shall reimburse the Initial Member for all such advances.

{c) The aggregate amount owed by the LLC Interest Transferee to the Initial Member
pursuant to Section 2.3(b) (excluding the amount of any Authorized Funding Draws and Post-
Cut-Off Date Advances due to the Initial Member) shall be subtracted from the aggregate
amount owed to the LLC Interest Transferee by the Initial Member pursuant to Section 2.3(b). If
the resulting amount is a positive number, the Initial Member shall pay such amount to the LLC
Interest Transferee, and if the resulting amount is a negative number, the LLC Interest Transferee
shall pay such amount to the Initial Member as if such number were a positive number. In
addition, an amount equal to the positive balance of any Borrower escrow accounts as of the
Servicing Transfer Date shall be remitted to the Servicer (and shall not be considered to
constitute Loan Proceeds under the Participation Agreement). Any monies due to the LLC
Interest Transferee or the Initial Member pursuant to this Section shall be paid on the Servicing
Transfer Date. The Company shall adjust its records to reflect the Adjusted Unpaid Principal
Balances and the Adjusted Escrow Balances with respect to the Loans.

Section 2.4 Rebates and Refunds. The Company is not entitled to any rebates or
refunds from the Initial Member or the Failed Bank from any pre-computed interest Loan
regardless of when the Note matures. Further, on pre-computed interest Loans, neither the
Failed Bank nor the Initial Member will refund any unearned discount amounts to the Company.

Section 2.5 Interest Conveyed. The Initial Member shall convey all of its right, title
and interest in and to each Loan. In the event a foreclosure occurs after the Cut-Off Date, or
occurred on or before the Cut-Off Date, but the Redemption Period had not expired on or before
the Cut-Off Date, the Initial Member shall convey to the Company the Deficiency Balance, if
any, together with the net proceeds, if any, of such foreclosure sale. If the Initial Member was

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
123731232 1


Section 4.9 Initial Member As Lead Lender in Participated Loans. The Company
hereby agrees to assume the role of lead lender for any Participated Loan with respect to which
the Initial Member or any of its predecessors was the lead lender as of the Effective Date. The
Company hereby agrees to accept any such Participated Loan subject to all participants’ right,
title and interest in such Participated Loan.

Section 4.10 Contracts for Deed. The Company agrees to comply with all Obligations
set forth in any Contract for Deed contained in any Loan subject to this Agreement. Pursuant to
the provisions of Section 3.1 hereof, the Initial Member may require the Company to prepare and
furnish special warranty deeds for the Initial Member’s approval and execution, conveying the
real property subject to any such contract to the Company. Title curative work, if required, shall
be at the Company’s sole cost and expense.

Section 4.11 Leases. The Company agrees to comply with all Obligations set forth in
any lease related to any Loan unless, in the opinion of the Company, complying with the
Obligations under such lease would not be in the best interests (in terms of maximizing the value
of the Loan) of the Company and the Initial Member. Pursuant to the provisions of Section 3.1
hereof, the Initial Member may require the Company to prepare and furnish applicable Transfer
Documents for the Initial Member’s approval and execution.

Section 4.12 Notice to Borrowers. No later than thirty (30) days prior to the Servicing
Transfer Date, the Company (or the Servicer) shall provide the Initial Member with all
information necessary to allow the Initial Member to prepare and send to Borrowers a “goodbye”
letter meeting the requirements of, and in accordance with, RESPA, if applicable. Based upon
the information provided by the Company, the Initial Member shall send to Borrowers such
“goodbye” letter. The Company (or the Servicer) shall provide a “hello” letter to Borrowers
meeting the requirements of and in accordance with RESPA, if applicable. Alternatively, if the
Initial Member and the Company (or the Servicer) so agree, they may send a joint
“hello/goodbye” letter to Borrowers meeting the requirements of and in accordance with
RESPA, if applicable. The Initial Member and the Company (and the Servicer) shall each bear
their own costs and expenses incurred to comply with their respective obligations contained in
this Section (or, in the case of a decision to send a joint “hello/goodbye” letter, their respective
costs shal] be allocated among them), and no such costs or expenses shall be considered Post-
Cut-Off Date Advances hereunder or Servicing Expenses for purposes of the Participation
Agreement.

Section 4.13 Notice of Claim. The Company shall immediately notify the Initial
Member, in accordance with the notice provisions of Section 7.4, of any claim, threatened claim
or litigation against the Initial Member or the Failed Bank arising out of any Loan.

Section 4.14 Use of the FDIC’s Name and Reservation of Statutory Powers. The
Company shall not use or permit the use by its agents, successors or assigns of any name or
combination of letters that is similar to “FDIC” or “Federal Deposit Insurance Corporation.”
The Company will not represent or imply that it is affiliated with, authorized by or in any way
related to the FDIC. The Company shall be entitled to assert (and claim the benefit of) the
statute of limitations established under 12 U.S.C. § 1821(d)(14). However, the Company

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION,
123731232 21


ATTACHMENT “C”
to
Loan Contribution and Assignment Agreement

(For use with Loans in Bankruptcy)

(Note to Preparer: When preparing the actual Affidavit and Assignment, delete this instruction
and the reference to Attachment C above.)

State of §
§
County of §

AFFIDAVIT AND ASSIGNMENT OF CLAIM

The undersigned, being first duly sworn, deposes and states as follows:

Federal Deposit Insurance Corporation as Receiver for First National Bank of Nevada
(“Assignor”), acting by and through its duly authorized officers and agents, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged does
hereby sell, transfer, assign and set over to FNBN-RESCON I LLC (“Assignee”) of 4191 2nd
Street South, St. Cloud, MN 56301 and his/her/its successors and assigns, all of the Assignor’s
interest in any claim in the bankruptcy case commenced by or against finsert Obligor’s name}_
(“Obligor”) in the {insert appropriate U. S. Bankruptcy Court, including the district of
the court, such as for the Western District of Texas, being designated as Case Number {insert
docket number assigned case} (“Bankruptcy Claim”), or such part of said Claim as is based on
the promissory note of finsert the names of the makers of the note exactly as they appear on the
note}, dated {insert the date the note was made}, and made payable to finsert the name of the
payee on the note exactly as it appears on the note}, provided, however, that this assignment is
made pursuant to the terms and conditions as set forth in that certain Loan Contribution and
Assignment Agreement between the Assignor and the Assignee dated February 5, 2009 (the
“Agreement”).

For purposes of Bankruptcy Rule 3001, this assignment and affidavit represent the
unconditional transfer of the Bankruptcy Claim or such part of the Claim as is based on the
promissory note or notes above and shall constitute the statement of the transferor
acknowledging the transfer and stating the consideration therefore as required by said Rule 3001.

This transfer was not for the purpose of the enhancement of any claim in a pending
bankruptcy. The transfer of the debt was pursuant to the Agreement, through which numerous
debts were sold; no specific amount of the total consideration was assigned to the debt that forms
the basis of claim.

This assignment shall also evidence the unconditional transfer of the Assignor’s interest
in any security held for the claim.

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2 C-1


NOW, THEREFORE, in consideration of the foregoing and the mutual promises and
agreements hereinafter contained, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Initial Member and the Company hereby
agree as follows:

Article I
Definitions and Construction

Section 1.1 Definitions. For purposes of this Agreement, the following terms shall
have the meanings and definitions hereinafter respectively set forth:

“Accounting Records” means the general ledger, supporting subsidiary ledgers and
schedules, and loan servicing system records of the Initial Member.

“Action” means any claim, action, suit (at law or in equity), arbitration or proceeding
before or by a Governmental Authority.

“Adjusted Escrow Balance” means, with respect to any Loan, the Escrow Balance
adjusted up or down, as appropriate, to reflect the actual balance of the escrow account as
reflected on the Accounting Records as of the Cut-Off Date and to correct errors reflected in the
Escrow Balance due to (i) miscalculations, misapplied payments, unapplied payments,
unrecorded disbursements or other accounting errors with respect to the period ending on the
Cut-Off Date, (ii) the effect of any final court decree, unappealable regulatory enforcement order
or other similar action of a legal or regulatory nature effective on or before the Cut-Off Date, (iii)
a foreclosure sale which occurred on or before the Cut-Off Date for which the Redemption
Period, if any, expired on or before the Cut-Off Date, or (iv) the portion of any Dishonored
Check that was applied to (and reflected in) the Escrow Balance.

“Adjusted Unpaid Principal Balance” means, with respect to any Loan, the Unpaid
Principal Balance adjusted up or down, as appropriate, to reflect the actual unpaid principal
balance of the Loan on the Accounting Records and to correct errors reflected in the Unpaid
Principal Balance due to (i) miscalculations, misapplied payments, unapplied payments,
unrecorded advances of principal or other disbursements, or other accounting errors with respect
to the period ending on the Cut-Off Date, (ii) the effect of any final court decree, unappealable
regulatory enforcement order or other similar action of a legal or regulatory nature effective on
or before the Cut-Off Date, (iii) a foreclosure sale which occurred on or before the Cut-Off Date
for which the Redemption Period, if any, expired on or before the Cut-Off Date, or (iv) the
portion of any Dishonored Check that was applied to (and reflected in) the Unpaid Principal
Balance.

“Adjustment Percentage” means, with respect to any Loan, the quotient (expressed as a
decimal) of the Loan Value for such Loan divided by the Unpaid Principal Balance of such
Loan.

“Affected Loan” has the meaning given in Section 4.5(c).

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2 2


or (ii), such ineffectiveness shall not invalidate any of the remaining provisions of this
Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this
Agreement that in the event that in any court proceeding, such court determines that any
provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the
duration or scope (geographic or otherwise) of such provision, or for any other reason) such
court shall have the power to, and shall, (x) modify such provision (including without limitation,
to the extent applicable, by limiting the duration or scope of such provision and/or the Persons
against whom, and/or the circumstances under which, such provision shall be effective in such
jurisdiction) for purposes of such proceeding to the minimum extent necessary so that such
provision, as so modified, may then be enforced in such proceeding and (y) enforce such
provision, as so modified pursuant to clause (x), in such proceeding. Nothing in this Section is
intended to, or shall, limit (1) the ability of any party to this Agreement to appeal any court
ruling or the effect of any favorable ruling on appeal or (2) the intended effect of Section 8.2.

Section 8.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER
THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW
OF ANOTHER JURISDICTION. Nothing in this Agreement shall require any unlawful action
or inaction by any party hereto.

Section 8.3. Cost, Fees and Expenses. Except as otherwise provided herein, each
party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or
incidental to the matters contained in this Agreement, including fees and disbursements to its
accountants and counsel.

Section 8.4 Waivers; Amendment and Assignment. No provision of this Agreement
may be amended or waived except in writing executed by all of the parties to this Agreement.
This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings,
rights and benefits hereof shall be binding upon, and shall inure to the benefit of the undersigned
parties and their respective heirs, executors, administrators, representatives, successors and
permitted assigns, and no other Person or Persons (including Borrowers or any co-lender or other
Person with any interest in or liability under any of the Loans) shall have any rights or remedies
under or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not
be transferred or assigned without the express prior written consent of the Initial Member and
any attempted assignment without such consent shall be void ab initio.

Section 8.5 | No Presumption. This Agreement shall be construed fairly as to each
party hereto and if at any time any such term or condition is desired or required to be interpreted
or construed, no consideration shall be given to the issue of who actually prepared, drafted or
requested any term or condition of this Agreement or any agreement or instrument subject
hereto.

Section 8.6 Entire Agreement. This Agreement and the Ancillary Documents
contain the entire agreement between the Initial Member (including in its capacity as Participant)
and the Company and its Affili with respect to the subject matter hereof and supersede any

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
123731232 32


connection with such litigation unless the FDIC’s Regional Counsel (referred to above) agrees in
writing to such dual representation. Subject to the provisions of Section 4.5(b) (and the
Company’s compliance with its obligations therein) and Section 4.5(d), in the event the
Company fails, prior to the Servicing Transfer Date, to remove the Initial Member and the Failed
Bank as parties to the litigation and substitute the Company as the real party-in-interest, (1) the
Initial Member may, but shall have no obligation to, continue to pursue or defend such litigation
on behalf of the Company and, (2) in the event the Initial Member does continue to pursue or
defend such litigation, the Company shall be liable for and hereby agrees to pay all costs and
expenses incurred by the Initial Member in connection therewith, which expenses shall constitute
Servicing Expenses.

(b) If the Company is unable, as a matter of applicable Law, to cause the Initial
Member and the Failed Bank to be replaced by the Company as party-in-interest in any pending
litigation as required by Section 4.5(a), the Company shall so notify the FDIC’s Regional
Counsel, at the address specified above, no less than five (5) Business Days before the Servicing
Transfer Date, and provide such evidence to such effect and stating the reasons for such failure.
In any such event, (i) the Company shall cause its attorney to conduct such litigation at the
Company’s expense, which expense shall constitute Servicing Expenses; (ii) the Company shall
cause the removal of the Initial Member and the Failed Bank and substitution of the Company as
party-in-interest in such litigation at the earliest time possible under applicable Law; (iii) the
Company shall use commercially reasonable efforts to cause such litigation to be resolved by
judgment or settlement in as reasonably efficient a manner as practical; (iv) the Initial Member
shall cooperate with the Company and the Company’s attorney as reasonably required in the
Initial Member’s sole judgment to bring such litigation or any settlement relating thereto to a
reasonable and prompt conclusion; and (v) no settlement shall be agreed upon by the Company
or its agents or counsel without the express prior written consent of the Initial Member, unless
such settlement includes an irrevocable and complete waiver and release of any and all potential
claims against the Initial Member and the Failed Bank in relation to such litigation or the subject
Loans or Obligations by any Person asserting any claim in the litigation and any Borrower, and
any and all losses, liabilities, claims, causes of action, damages, demands, taxes, fees, costs and
expenses relating thereto shall be paid by the Company without recourse of any kind to the Initial
Member or the Failed Bank (other than to the extent the same constitute Servicing Expenses).
The Company shall pay all of the costs and expenses incurred by it in connection with the
actions required to be taken by it pursuant to Section 4.5(a) and this Section 4.5(b) (which.
expenses shall constitute Servicing Expenses), including all legal fees and expenses and court
costs (which expenses shall constitute Servicing Expenses), and shall reimburse the Initial
Member, upon demand, for all legal expenses the Initial Member incurs on or after the Effective
Date with respect to any such litigation, including costs incurred in connection with the dismissal
thereof or withdrawal therefrom (which costs incurred by the Initial Member shall constitute
Post-Cut-Off Date Advances hereunder).

(c) In the event there is asserted against the Initial Member (or the Failed Bank) or
the Company any claim or action with respect to one or more Loans that is based upon or arises
out of any act or omission of the Initial Member or the Failed Bank on or prior to the Cut-Off
Date (and not any act or omission of or on behalf of the Company) and that alleges liability that,

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2 18


Indemnified Party is a party to such action), unless such settlement, compromise or consent by
its terms obligates the Company to satisfy the full amount of the liability in connection with such
Third Party Claim and includes an unconditional release of such Indemnified Party from all
liability arising out of such Third Party Claim.

(d) Notwithstanding anything contained herein to the contrary, the Company shall not
be entitled to control (and if the Indemnified Party so desires, it shall have sole control over) the
defense, settlement, adjustment or compromise of (but the Company shall nevertheless be
required to pay all Losses incurred by the Indemnified Party in connection with such defense,
settlement or compromise): (i) any Third Party Claim that seeks an order, injunction or other
equitable relief against the Indemnified Party or any of its Affiliates; (ii) any action in which
both the Company (or any Affiliate) and the Indemnified Party are named as parties and either
the Company (or such Affiliate) or the Indemnified Party determines with advice of counsel that
there may be one or more legal defenses available to it that are different from or additional to
those available to the other party or that a conflict of interest between such parties may exist in
respect of such action; and (iii) any matter that raises or implicates any issue relating to any
power, right or obligation of the FDIC under any Law. If the Company elects not to assume the
compromise or defense against the asserted liability, fails to timely and properly notify the
Indemnified Party of its election as herein provided, or, at any time after assuming such defense,
fails to diligently defend against such Third Party Claim in good faith, the Indemnified Party
may pay, compromise or defend against such asserted liability (but the Company shall
nevertheless be required to pay all Losses incurred by the Indemnified Party in connection with
such defense, settlement or compromise). In connection with any defense of a Third Party Claim
(whether by the Company or the Indemnified Party), all of the parties hereto shall, and shall
cause their respective Affiliates to, cooperate in the defense or prosecution thereof and to in good
faith retain and furnish such records, information and testimony, and attend such conferences,
discovery proceedings, hearings, trials and appeals, as may be reasonably requested by a party
hereto in connection therewith.

(e) Under no circumstances shall any liability of the Company under the provisions
of this Section 4.17 constitute a Servicing Expense or otherwise be charged to the Initial Member
or Participant or be deducted from the Participant’s Share of any Loan Proceeds.

Article V
Loans Sold “As Is” and Without Recourse

Section 5.1 Loans Conveyed “As Is”. THE LOANS ARE CONVEYED TO THE
COMPANY “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION,
WARRANTY OR GUARANTY WHATSOEVER, INCLUDING AS TO COLLECTIBILITY,
ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY OBLIGOR TO
REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE,
MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE, WHETHER EXPRESS
OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE
INITIAL MEMBER, THE FAILED BANK OR THE FDIC, OR ANY PREDECESSORS OR
AFFILIATE OF THE INITIAL MEMBER, THE FAILED BANK OR THE FDIC, OR ANY OF

FNBN RESCON Loan Contribution Agmt —- EXECUTION VERSION
123731232 24


Date, (i) proofs of claims in pending bankruptcy cases involving any Loans for which the Initial
Member or the Failed Bank has not already filed a proof of claim, and (ii) all documents required
by Bankruptcy Rule 3001 and to take all such similar actions as may be required in any relevant
jurisdiction in any pending bankruptcy or insolvency case or proceeding in such jurisdiction
involving any Loans in order to evidence and assert the Company’s rights. The Company shall
prepare and provide to the Initial Member, on or prior to the Servicing Transfer Date, an
Affidavit and Assignment of Claim or any similar forms as may be required in any relevant
Foreign Jurisdiction and shall be acceptable to the Initial Member, for each Loan where a
Borrower under such Loan is in bankruptcy as of the Effective Date. The Company hereby
teleases the Initial Member and the Failed Bank from any claim, demand, suit or cause of action
the Company may have as a result of any action or inaction on the part of the Initial Member or
the Failed Bank with respect to such Loan. In the event the Company fails, prior to the Servicing
Transfer Date, to take the actions required by this Section, (1) the Initial Member may, but shall
have no obligation to, file proofs of claim or other documents as the Initial Member determines
may be necessary or appropriate to evidence and assert the Company’s rights and, (2) in the
event the Initial Member does take any such actions, the Company shall be liable for and hereby
agrees to pay all costs and expenses incurred by the Initial Member in connection therewith
(regardless of whether such costs and expenses constitute Post-Cut-Off Date Advances). The
provisions of this Section are subject to the right of the Initial Member to retain claims pursuant
to Section 2.6 of this Agreement, including any such claims as may have been asserted in
litigation pending as of the date of the Closing. At the Initial Member’s discretion, litigation
involving any such claims shall be bifurcated, with the Initial Member remaining the real party-
in-interest and retaining control over (and being responsible for pursuing and bearing the related
costs to pursue) claims retained by it pursuant to Section 2.6 and the Company substituting itself
as the real party-in-interest and taking control of (and being responsible for pursuing and bearing
the cost of pursuing) the remainder of the litigation.

Section 4.7 Loan Related Insurance. As of the Effective Date, the Company shall
cause to be put into place, for the Collateral with respect to each Loan with respect to which the
Borrower has failed to maintain required insurance, fire, hurricane, flood and hazard insurance
with extended coverage as is customary in the area in which the Collateral is located and in such
amounts and with such deductibles as, in the reasonable judgment of the Company, are prudent.
Upon the cancellation of any insurance policy maintained by the Initial Member or the Failed
Bank with respect to any Loan and the receipt by the Company or the Initial Member of any
refund of any premiums previously paid with respect thereto, such refunded amount shall inure
to the benefit of the Borrowers with respect to the affected Loans, and such refunded amount
shall be remitted to (or retained by) the Company and applied as appropriate to adjust the escrow
accounts with respect to such affected Loans.

Section 4.8 Loans with Escrow Accounts. The Company agrees to assume,
undertake and discharge any and all Obligations of the holder of the Loans with respect to any
escrow, maintenance of escrow and payments from escrow of monies paid by or on account of
the Borrower.

FNBN RESCON Loan Contribution Agmt - EXECUTION VERSION
123731232 20


and all other prior agreements, whether oral or written. In the event of a conflict between the
terms of this Agreement and the terms of any Transfer Document or other document or
instrument executed in connection herewith or in connection with the transactions contemplated
hereby, including any translation into a foreign language of this Agreement for the purpose of
any Transfer Document, or any other document or instrument executed in connection herewith
which is prepared for notarization, filing or any other purpose, the terms of this Agreement shall
control, and furthermore, the terms of this Agreement shall in no way be or be deemed to be
amended, modified or otherwise affected in any manner by the terms of such Transfer Document
or other document or instrument.

Section 8.7. Jurisdiction; Venue and Service. The Company, for itself and its
Affiliates, hereby irrevocably and unconditionally:

(a) (i) agrees that any suit, action or proceeding instituted against it by any other
party with respect to this Agreement may be instituted, and that any suit, action or proceeding by
it against any other party with respect to this Agreement shall be instituted, only in the Supreme
Court of the State of New York, County of New York, or the U.S. District Court for the Southern
District of New York or the United States District Court for the District of Columbia (and
appellate courts from any of the foregoing), (ii) consents and submits, for itself and its property,
to the jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted
against it by any other party and (iii) agrees that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by Law;

(b) agrees that service of all writs, process and summonses in any suit, action or
proceeding pursuant to Section 8.7(a) may be effected by the mailing of copies thereof by
registered or certified mail, postage prepaid, to the Company at its address for notices pursuant to
Article VII (with copies to such other Persons as specified therein); provided, however, that
nothing contained in this Section 8.7 shall affect the ability of the Company to be served process
in any other manner permitted by Law;

(c) (i) waives any objection that it may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this Agreement brought in any court
specified in Section 8.7(a), (ii) waives any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum and (iii) agrees not to plead or
claim either of the foregoing; and

(d) agrees that nothing contained in this Section 8.7 shall be construed to constitute a
consent to jurisdiction by the Initial Member, the Failed Bank or the FDIC in any capacity or a
limitation on any removal rights the FDIC, in any capacity, may have.

Section 8.8 | Waiver of Jury Trial. EACH OF THE COMPANY, FOR ITSELF AND
ITS AFFILIATES, AND THE INITIAL MEMBER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF
ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES

ENBN RESCON Loan Contribution Agmt~ EXECUTION VERSION
12373123.2 33


consents or approval to the sale or transfer of the Loans or the related servicing rights, if any, or
the assumption by the Company of the Obligations.

(g) The Initial Member agrees to execute any additional documents required by
applicable Law or necessary to effectively transfer and assign all of the Initial Member’s right,
title and interest in and to any and all Loans to the Company (subject to the rights of the Initial
Member under the Participation Agreement). The Initial Member shall have no obligation to
provide, review or execute any such additional documents unless the same shall have been
requested of the [Initial Member within 365 calendar days after the Effective Date.

Section 3.2. Recordation of Documents. The Initial Member shall use commercially
reasonable efforts to submit for recordation in the appropriate land, chattel, Uniform Commercial
Code, and other records of the appropriate county, state or other jurisdictions (including any
Foreign Jurisdiction) Transfer Documents to effect the transfer of the Loans and the Collateral
Documents to the Company. The Initial Member shall request that recorded documents be
returned to the Initial Member at its notice address set forth in Section 7.3. To the extent the
same is not completed by the Initial Member or there are Transfer Documents that are returned
and not recorded, the Company shall be responsible for, and agrees to promptly deliver, at its
expense, all appropriate documents and instruments with respect thereto for recordation or filing
in the appropriate land, chattel, Uniform Commercial Code, and other records of the appropriate
county, state or other jurisdictions (including any Foreign Jurisdiction) to effect the transfer of
the Loans and the Collateral Documents and all rights in Collateral to the Company. The Initial
Member shall also be responsible for following up on the status of Transfer Documents
submitted for recordation. Expenses incurred by the Company in complying with the obligations
set forth in this Section shall constitute Pre-Approved Charges for purposes of the Participation
Agreement. The Initial Member shall, if such is affirmatively required under the applicable Law
of a relevant Foreign Jurisdiction, take such actions as are necessary in such Foreign Jurisdiction
to effect the purposes of this Article III.

Section 3.3. Transfer of Servicing. The Loans are conveyed to the Company on a
servicing-released basis as of the Cut-Off Date. From and after the Cut-Off Date, all rights,
obligations, liabilities and responsibilities with respect to the servicing of the Loans shall inure to
the benefit of and be assumed by the Company, and the Initial Member shall be discharged from
all responsibility and liability therefore, including any liability arising from any interim servicing
provided by the Initial Member pursuant to this Section 3.3. To provide for the orderly transfer
of the servicing to the Company, the Initial Member will provide, at the Initial Member’s
expense, interim servicing of the Loans on the Company’s behalf from the Cut-Off Date through
the Servicing Transfer Date. The obligations of the Initial Member to provide interim servicing
for the Loans shall be as follows: (i) receive payments and post them to the system of record, (ii)
maintain records reflecting payments received, (iii) provide the Company, on request, a schedule
of payments processed, (iv) provide payoff information to the Company regarding particular
Loans as applicable, (v) make Post-Cut-Off Date Advances, and (vi) make or withdraw funds
from the LIP Account to make Authorized Funding Draws permitted under the Participation
Agreement. The foregoing shall not limit the actions that the Initial Member may take with
respect to any Loan while the Initial Member is providing interim servicing for the Loans. The

ENBN RESCON Loan Contribution Agmt— EXECUTION VERSION
123731232 1S


“Note” means each note or promissory note, lost instrument affidavit, loan agreement,
shared credit or Participated Loan agreement, intercreditor agreement, reimbursement agreement,
any other evidence of indebtedness of any kind, or any other agreement, document or instrument
evidencing a Loan, and all Modifications to the foregoing.

“Obligations” means all obligations and commitments of the Initial Member relating to a
Loan and arising or due or payable after the Cut-Off Date under and in accordance with any of
the related Notes, Collateral Documents or Related Agreements, including any commitment to
make Authorized Funding Draws or to advance funds under any letter of assurance, letter of
credit or similar instrument.

“Order” has the meaning given in Section 6.1.
“Participant” has the meaning given in the Participation Agreement.
“Participant’s Share” has the meaning given in the Participation Agreement.

“Participated Loan” means any Loan subject to a shared credit, participation or similar
intercreditor agreement under which the Initial Member or the Failed Bank was the lead or agent
financial depository institution or otherwise managed or held the credit or sold participations, or
under which the Initial Member or the Failed Bank was a participating financial depository
institution or purchased participations in a credit managed by another Person.

“Participation Agreement” has the meaning given in the sixth recital.

“Participation Interest” has the meaning given in the Participation Agreement.

“Person” means any individual, corporation, partnership (general or limited), limited
liability company, limited liability partnership, firm, joint venture, association, joint-stock
company, trust, estate, unincorporated organization, governmental or regulatory body or other
entity.

“Post-Cut-Off Date Advances” has the meaning given in the Participation Agreement.

“Pre-Approved Charges” means the costs and expenses expressly designated as “Pre-
Approved Charges” in Sections 2.7, 3.1(c), 3.1(d)(1), 3.1(e), 3.2, 4.3, 4.5(c) and 5.6 of this
Agreement, and no other costs or expenses.

“Pre-Cut-Off Date Advances” has the meaning given in the Participation Agreement.
“Principal Deficiency” has the meaning given in Section 2.3(b).

“Redemption Period” means the statutory time period, if any, during which a foreclosed
owner may buy back foreclosed real property from the foreclosure sale purchaser under the Law
of the jurisdiction in which the property is located, which period (if the jurisdiction provides for
the same) may vary among the jurisdictions which do provide for a Redemption Period.

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2 7


Initial Member: Manager, Capital Markets & Resolutions
c/o Federal Deposit Insurance Corporation
550 17th Street, NW (Room F-7014)
Washington, D.C. 20429-0002
Attention: Ralph Malami

with a copy to: Senior Counsel
FDIC Legal Division
Litigation and Resolutions Branch, Receivership Section
Special Issues Unit
3501 Fairfax Drive (Room E-7056)
Arlington, VA 22226
Attention: David Gearin

Section 7.3. Transfer Documents. For purposes of designating the Company as the
return addressee on Transfer Documents, the following address shall be used:

Company after Closing: FNBN-RESCON IJ LLC
4191 2TM Street South
St. Cloud, MN 56301
Attention: Norman Skalicky

with a copy to: Skalicky Law Offices
57 West 58" Street
#8C
New York, NY 10019
Attention: Kelly Skalicky

Section 7.4 All Other Notices. Any notice, request, demand or other communication
required or permitted to be given pursuant to any provision of this Agreement and that is not
governed by the provisions of Section 7.2 or 7.3, shall be delivered to:

Company before Closing: | Manager, Capital Markets & Resolutions
c/o Federal Deposit Insurance Corporation
550 17th Street, NW (Room F-7014)
Washington, D.C. 20429-0002
Attention: Ralph Malami

with a copy to: Senior Counsel
FDIC Legal Division
Litigation and Resolutions Branch, Receivership Section
Special Issues Unit

FNBN RESCON Loan Contribution Agmt — EXECUTION VERSION
123731232 30


guarantors or sureties owe an enforceable obligation to pay the holder of the Note or its
assignees,

(c) The Initial Member or Failed Bank had executed and delivered to the Borrower a
release of liability from all obligations under the Note.

(a) A title defect exists in connection with the property which is the subject of a
Contract for Deed and which title defect requires a prior order or judgment of a court to enable
the Company to convey title to such property in accordance with the terms and conditions set
forth in the Contract for Deed.

(e) The Initial Member is not the owner of the Loan (or, in the case of a Participated
Loan, the Initial Member is not the owner of the pro raza interest in such Participated Loan set
forth on the attached Schedule of Loans) and such is not curable by the Initial Member so as to
permit ownership of the Loan to be transferred to the Company.

(f) There exists Environmental Hazards, in which case the Company’s recourse with
respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of Environmental
Hazards not being disclosed in the Loan, Loan File or other material provided by the Initial
Member to the LLC Interest Transferee prior to submission of the Bid; (ii) such Loan having an.
Adjusted Unpaid Principal Balance greater than $250,000.00; and, (iii) the Company delivering,
along with the notice required by Section 6.2, the following, each of which must be satisfactory
in form and substance to the Initial Member in its discretion:

1. A Phase I environmental assessment, from a qualified and reputable firm,
of the Mortgaged Property securing the Loan; and

2. A Phase IJ environmental assessment or lead-based paint survey of such
Collateral from a qualified and reputable firm, which assessment shail confirm (i) the
existence of Environmental Hazards on such Collateral and (ii) that the regulator is likely
to require such remediation; and,

3. The Company shall have submitted a written certification of the Company
under penalty of perjury that no action has been taken by or on behalf of the Company (i)
to initiate foreclosure proceedings or (ii) to accept a deed-in-lieu-of-foreclosure in
connection with such Loan.

(g) The Initial Member or the Failed Bank, or their respective officers, directors or
employces, fraudulently caused the Borrower to receive less than all of the proceeds and benefits
ofa Note. The Company’s recourse with respect to this Section 6.1(g) shall be conditioned upon
the Company delivering, along with the notice required by Section 6.2, written evidence of such
fraud, which evidence must be satisfactory in form and substance to the Initial Member in its
discretion.

(h) There is instituted after the Cut-Off Date any Action (i) that is asserted by more
than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by

NBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2 27


“Closing” has the meaning given in the seventh recital.

“Collateral” means any and all real or personal property, whether tangible or intangible,
securing or pledged to secure a Loan, including any account, equipment, guarantee or contract
right, or other interest that is the subject of any Collateral Document.

“Collateral Document” means any pledge agreement, security agreement, personal or
corporate guaranty, deed of trust, mortgage, contract for the sale of real property, assignment,
collateral agreement or other agreement or document of any kind, whether an original or a copy,
whether similar to or different from those enumerated, securing in any manner the performance
or payment by any Borrower of its obligations or the obligations of any other Borrower under
any of the Loans or the Notes evidencing the Loans.

“Collection Account” has the meaning given in the Participation Agreement.
“Company” has the meaning given in the preamble.

“Contract for Deed” means an executory contract with a third party to convey real
property, including any installment land contract.

“Custodial Agreement” has the meaning given in the Participation Agreement.
“Custodial Documents” has the meaning given in the Custodial Agreement.
“Cut-Off Date” means the close of business on December 31, 2008.

“Deficiency Balance” means the remaining unpaid principal balance of any Note
purchased hereunder after crediting to it the proceeds of a foreclosure sale.

“Dishonored Check” means any check or similar instrument that has been returned due
to insufficient funds or a stop payment order.

“Document Custodian” has the meaning given in the Participation Agreement.
“Effective Date” has the meaning given in the preamble.

“Environmental Hazard” means the presence at, in or under any Mortgaged Property
(whether held in fee simple estate or subject to a ground lease or otherwise, and including any
improvements whether by buildings or facilities, and any personal property, fixtures, leases and
other property or rights pertaining thereto), of any “hazardous substance,” as defined in Section
101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 U.S.C. §9601(14), or any petroleum (including crude oil or any fraction thereof that is
liquid at standard conditions of temperature and pressure), at a level or in an amount that requires
remediation or abatement under applicable environmental Law.

“Escrow Balance” means, with respect to any Loan, the positive escrow balance (if any)
in the escrow account with respect to that Loan, as reflected on the Loan Schedule.

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
123731232 4


“Affidavit and Assignment of Claim” means an Affidavit and Assignment of Claim in
the form of Attachment “C” to this Agreement.

“Affiliate” means, with respect to any specified Person, (i) any other Person directly or
indirectly controlling or controlled by or under common control with such specified Person, (ii)
any Person owning or controlling ten percent (10%) or more of the outstanding voting securities,
voting equity interests, or beneficial interests of the Person specified, (iii) any officer, director,
general partner, managing member, trustee, employee or promoter of the Person specified or any
Immediate Family Member of such officer, director, partner, member, trustee, employee or
promoter, (iv) any corporation, partnership, limited liability company or trust for which any
Person referred to in clause (ii) or (iii) acts in that capacity, or (v) any Person who is an officer,
director, general partner, managing member, trustee or holder of ten percent (10%) or more of
the outstanding voting securities, voting equity interests or beneficial interests of any Person
described in clauses (i) through (iv); provided, however, that for purposes of this Agreement, the
Initial Member shall not be deemed to be an Affiliate of the Company or of any Affiliate of the
Company. For purposes of this definition, the term “control” (including the phrases “controlled
by” and “under common control with”) when used with respect to any specified Person means
the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities or interests, by
contract or otherwise.

“Agreement” has the meaning given in the preamble, and shall include all exhibits,
schedules and attachments hereto.

“Ancillary Documents” means the Participation Agreement, the Servicing Agreement,
the Custodial Agreement, the LLC Interest Sale Agreement and the Guaranty required to be
delivered thereby, and the Company Operating Agreement of the Company, in each case once
executed and delivered, and any and all other agreements and instruments executed and delivered
contemporaneously in connection with the Closing.

“Assignment and Lost Instrument Affidavit” means an Assignment and Lost
Instrument Affidavit in the form of Attachment “D” to this Agreement.

“Authorized Funding Draw” has the meaning given that term in the Participation
Agreement.

“Bankruptcy Rule” means any of the rules set forth under the Federal Rules of
Bankruptcy Procedure, as the same may be amended from time to time.

“Bid Amount” has the meaning given in the seventh recital.
“Borrower” means any borrower or other obligor with respect to any Loan.

“Business Day” means any day except a Saturday, Sunday or other day on which
commercial banks in Washington, D.C. or United States federal government offices are required
or authorized by Law to close.

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2 3


Initial Member may engage agents of the Initial Member’s own choosing to perform such interim
servicing. Subject to the provisions of Sections 4.5(a) and Section 4.6, the Initial Member’s
performance of this interim servicing shall cease on the Servicing Transfer Date. Prior to the
Servicing Transfer Date, all Loan Proceeds (including any recoveries of Pre-Cut-Off Date
Advances) remaining after reimbursement of Post-Cut-Off Date Advances shall be allocated
between the Participant and the Company as prescribed in Section 4.01(a) of the Participation
Agreement and distributed as required by Section 4.01(b) of the Participation Agreement, with
the Company’s share of all remaining Loan Proceeds received in the prior calendar month
remitted to the Company on or prior to the fifteenth (15) day of each month (or if the fifteenth
(15th) day is not a Business Day, the immediately following Business Day of the month)
commencing no later than the fifth (5") Business Day after the Closing, to such account or
accounts as the Company may, from time to time, direct. On the Servicing Transfer Date, all
Loan Proceeds received and not yet remitted to the Company or the Initial Member pursuant to
this Section 3.3 shall be remitted to the Collection Account. Prior to the Servicing Transfer
Date, the Initial Member shall be (and hereby is) authorized by the Company to use and
withdraw funds from the Collection Account, the LIP Account and the Borrower escrow
accounts in the performance of its interim servicing duties under this Section 3.3. The Company
hereby ratifies any and all actions taken by the Initial Member in performance of interim
servicing activities prior to the Closing Date. The Company acknowledges and agrees that the
Initial Member is performing interim servicing for the Company as an accommodation to the
Company and shall not have any liability for any acts or omissions taken in connection therewith
(other than to correct calculation, allocation or distribution errors), and except for amounts for
which the Company may be reimbursed as provided in the Participation Agreement, the
Company hereby releases and forever discharges the Initial Member, the FDIC, the Failed Bank
and its predecessors and all of their respective officers, directors, employees, agents, attorneys,
contractors and all of their respective representatives, and successors, assigns and Affiliates,
from any and all claims (including any counterclaim or defensive claim), demands, causes of
action, judgments or legal proceedings and remedies of whatever kind or nature that the
Company had, has or might have in the future, whether known or unknown, which are related in
any manner whatsoever to the servicing of the Loans (other than gross negligence or willful
misconduct) at any time prior to the Servicing Transfer Date.

Article IV
Covenants, Duties and Obligations of the Company

Section 4.1. Servicing of Loans. From and after the Servicing Transfer Date, the
Company shall service the Loans in compliance with the Participation Agreement.

Section 4.2. Collection Agency/Contingency Fee Agreements. The Company
acknowledges and agrees that it accepts and acquires the Loans subject to any agreements with
collection agencies or contingency fee agreements with attorneys (in either case that are
outstanding and in effect as of the Servicing Transfer Date) that relate only to the Loans (or any
of them) and are assignable, and assumes and agrees to fulfill all Obligations of the Initial
Member and the Failed Bank thereunder.

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
123731232 16


“LLC Interest” has the meaning given in the fourth recital.
“LLC Interest Sale Agreement” has the meaning given in the seventh recital.
“LLC Interest Transferee” has the meaning given in the seventh recital.

“Loan” means any loan or Participated Loan listed on the Loan Schedule, and any loan
into which any listed loan or Participated Loan is refinanced, and includes with respect to each
such loan or Participated Loan: (i) any obligation evidenced by a Note; (ii) all rights, powers or
Liens of the Initial Member or the Failed Bank in or under the Collateral Documents; (iii) any
Contract for Deed and the real property which is subject to any such Contract for Deed; and (iv)
any lease and the related leased property.

“Loan Documents” means all documents, agreements, certificates, instruments and other
writings (including all Collateral Documents) now or hereafter executed by or delivered or
caused to be delivered by any Borrower, any Guarantor or any other obligor evidencing,
creating, guaranteeing or securing, or otherwise executed or delivered in respect of, all or any
part of a Loan or evidencing any transaction contemplated thereby, and all Modifications thereto.

“Loan File” means all documents pertaining to any Loan, either copies or originals, that
are in the possession of the Initial Member or any of its employees or contractors responsible for
the servicing of the Loan, other than (i) the original Notes and Collateral Documents and other
Custodial Documents (ii) confidential or privileged communications between the Initial Member
or the Failed Bank and its legal counsel; provided, however, that the Loan Files do not include
files maintained by other employees or agents of the Initial Member, or attorney-client or work
product privileged materials held by the Initial Member’s legal counsel unless in the opinion of
such counsel, the disclosure of the material is not likely to result in the waiver of the attorney-
client or work product privilege.

“Loan Proceeds” has the meaning given in the Participation Agreement.
“Loan Schedule” has the meaning given in the second recital.

“Loan Value” has the meaning given in the eighth recital.

“Loan Value Schedule” has the meaning given in the eighth recital.
“Losses” has the meaning given in Section 4.17(a).

“Modification” means any extension, renewal, substitution, replacement, supplement,
amendment or modification of any agreement, certificate, document, instrument or other writing,
whether or not contemplated in the original agreement, document or instrument.

“Mortgaged Property” means the real property Collateral, including land, fixtures and
improvements, if any, securing any Loan.

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2 6


acknowledges and agrees that the assignment of any Loan or Collateral Document pursuant to
the terms of this Agreement shall not constitute the assignment of any other rights, powers or
privileges granted to the Initial Member pursuant to the provisions the Federal Deposit Insurance
Act, including those granted pursuant to 12 U.S.C. § 1821(d), 12 U.S.C. § 1823(e) and 12 U.S.C.
§ 1825, all such rights and powers being expressly reserved by the Initial Member; nor shall the
Company assert or attempt to assert any such right, power or privilege in any pending or future
litigation involving any Loan transferred hereunder.

Section 4.15 Prior Servicer Information. The Company acknowledges and agrees
that the Initial Member might not have access to information from prior servicers of a Loan and
that the Initial Member has not requested any information not in the possession of the Initial
Member or its servicing contractor from any prior servicer of a Loan. The Company
acknowledges and agrees that the Initial Member will not be required under the terms of this
Agreement to request any information from any prior servicer.

Section 4.16 Release of Initial Member.

(a) Except as otherwise specifically provided in Article VI of this Agreement or in
the Participation Agreement or any other Ancillary Document, the Company hereby releases and
forever discharges the Initial Member, the FDIC, and the Failed Bank and all of their respective
officers, directors, employees, agents, attorneys, contractors and representatives, and all of their
respective successors, assigns (other than the Company) and Affiliates, from any and all claims
(including any counterclaim or defensive claim), demands, causes of action, judgments or legal
proceedings and remedies of whatever kind or nature that the Company had, has or might have in
the future, whether known or unknown, which are related in any manner whatsoever to the
Loans, the servicing of the Loans (before or after the Cut-Off Date) by the Initial Member, the
Failed Bank or its predecessors, the FDIC or any Person acting on behalf of the Initial Member,
the FDIC or the Failed Bank or its predecessors, or the acquisition of the Loans (other than gross
negligence or willful misconduct); provided, however, that nothing contained in this Section
4,16(a) shall constitute or be interpreted as a waiver of any express right that the Company has
under this Agreement or any of the Ancillary Documents.

(b) The Company agrees that it will not renew, extend, renegotiate, compromise,
settle or release any Note or Loan or any right of the Company founded upon or growing out of
this Agreement, except upon payment in full thereof, unless all Borrowers on said Note or Loan
shall first release and discharge the FDIC, the Initial Member and the Failed Bank with respect to
such Loan, and their respective agents and assigns, other than the Company (the “Released
Parties”) from all claims, demands and causes of action which any such Borrower may have
against any such Released Party arising from or growing out of any act or omission occurring
prior to the date of such release. The provisions of this Section shall not be applicable with
tespect to actions taken in order to comply with the Guidelines.

Section 4.17 Indemnification.

{a) The Company shall indemnify and hold harmless the Initial Member and the
Initial Member’s Affiliates, and their respective officers, directors, employees, partners,

FNBN RESCON Loan Contribution Agmt EXECUTION VERSION
12373123.2 22


LOAN CONTRIBUTION AND ASSIGNMENT AGREEMENT
BY AND BETWEEN

THE FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR FIRST
NATIONAL BANK OF NEVADA

AND

FNBN-RESCON I, LLC

Dated as of February 5, 2009

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2


All other documents of assignment, conveyance or transfer shall contain this sentence: “This
assignment is made without recourse, representation or warranty, express or implied, by the
Receiver.”

2. The Receiver further grants to each Attorney-in-Fact full power and authority to
do and perform all acts necessary to carry into effect the powers granted by this Limited Power
of Attorney as fully as the Receiver might or could do with the same validity as if all and every
such act had been herein particularly stated, expressed and especially provided for.

This Limited Power of Attorney shall be effective from and
shall continue in full force and effect through , unless
otherwise terminated by an official of the Receiver or its successors and assigns authorized to do
so (“Revocation”). At such time this Limited Power of Attorney will be automatically revoked.
Any third party may rely upon this document as the named individual(s)’ authority to continue to
exercise the powers herein granted unless a Revocation has been recorded in the public records
of the jurisdiction where this Limited Power of Attorney has been recorded, or unless a third
party has received actual notice of a Revocation.

IN WITNESS WHEREOF, the Federal Deposit Insurance Corporation as Receiver for
First National Bank of Nevada by its duly authorized officer has caused these presents to be
executed and subscribed in its name this day of 2009.

FEDERAL DEPOSIT INSURANCE CORPORATION AS
RECEIVER FOR FIRST NATIONAL BANK OF NEVADA

By:
Name:
Title:

(CORPORATE SEAL) ATTEST:
Name:
Title:

Signed, sealed and delivered
in the presence of

By:
Name:
Witness

By:
Name:

Witness

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
123731232 E-2


“Transfer Documents” means the endorsements and allonges to Notes, Assignment and
Lost Instrument Affidavits (if applicable), assignments, deeds and other documents of
assignment, conveyance or transfer required under any applicable Law to evidence the transfer to
the Company of the Loans, the Collateral and the Collateral Documents and the Initial Member’s
rights with respect to the Loans and the Collateral.

“Transfer Taxes” means any taxes, assessments, levies, imposts, duties, deductions,
fees, withholdings or other charges of whatever nature (other than any taxes imposed on or
measured by net income or any franchise taxes), including interest and penalties thereon,
required to be paid to any taxing authority with respect to the transfer of the Loans, the Collateral
and the Collateral Documents or the rights in the Collateral or the assignment and assumption of
the Obligations thereunder.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect in any
applicable jurisdiction, as the same may be amended from time to time.

“Unpaid Principal Balance” means, with respect to any Loan, the unpaid principal
balance of the Loan as stated on the Loan Schedule.

Section 1.2 Construction. This Agreement shall be construed and interpreted in
accordance with the following:

(a) References to “Affiliates” include, only other Persons which from time to time
constitute “Affiliates” of such specified Person, and do not include, at any particular time, other
Persons that may have been, but at such time have ceased to be, “Affiliates” of such specified
Person, except to the extent that any such reference specifically provides otherwise.

(b) The term “or” is not exclusive.

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

(d) Accounting terms shall have the meanings assigned to them by GAAP applied on
a consistent basis by the accounting entity to which they refer.

(e) References to any document, instrument or agreement (i) shall be deemed to
include all appendices, exhibits, schedules and other attachments thereto and all documents,
instruments or agreements issued or executed in replacement thereof, and (ii) shall mean such
document, instrument or agreement, or replacement thereto, as amended, modified and
supplemented from time to time in accordance with its terms and as the same is in effect at any
given time.

( Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and
words of similar import shall refer to this Agreement as a whole and not to any particular
provision of this Agreement.

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
123731232 9


“Related Agreement” means (i) any agreement, document or instrument (other than the
Note and Collateral Documents) relating to or evidencing any obligation to pay or securing any
Loan (including any equipment lease, letter of credit, bankers’ acceptance, draft, system
confirmation of transaction, loan history, affidavit, general collection information, and
correspondence and comments relating to any obligation), (ii) any real property or rights in or to
any real property (including leases, tenancies, concessions, licenses or other rights of occupancy
or use and security deposits related thereto) related to any Loan, (iii) any collection, contingency
fee, and tax and other service agreements that are specific to the Loans (or any of them) and that
are assignable, (iv) any letter of assurance, letter of credit or similar instrument evidencing an
obligation of the Failed Bank or the Initial Member that was issued for the benefit of any Person
and relates in any way to the Loan or the acquisition, development or construction of any project
with respect to which the proceeds of the Loan were used or were intended to be used, and (v)
any interest rate swap arrangement between the Seller or the Failed Bank and the Borrower that
relates to any Loan.

“Released Parties” has the meaning given in Section 4.16(b).

“Repurchase Percentage” means, with respect to any Loan, (i) the quotient (expressed
as a decimal) of the Loan Value for such Loan divided by the Unpaid Principal Balance of such
Loan, divided by (ii) 0.20.

“Repurchase Price” means, with respect to any Loan, an amount equal to (i) the
Repurchase Percentage multiplied by the unpaid principal balance of the Loan as of the date of

Servicing Expenses that have been advanced by the Company with respect to such Loan
(excluding any expenses described in Section 3.04 of the Participation Agreement) as of the date
of the repurchase, minus (iv) the amount of any positive escrow balance with respect to the Loan
as of the date of the repurchase that is not transferred to the Initial Member at the time of the
repurchase.

“RESPA” means the Real Estate Settlement Procedures Act of 1974, as amended, and all
tules and regulations promulgated thereunder.

“Servicer” has the meaning given in the Participation Agreement.

“Servicing Agreement” has the meaning given in the Participation Agreement.

“Servicing Expenses” has the meaning given in the Participation Agreement.

“Servicing Transfer Date” means the date on which the transfer of the Loan servicing
records to the Servicer’s system of record is completed and the Servicer begins to service the

Loans, which date shall be no later than February 27, 2009 or such other date as is agreed to by
the Initial Member and the Company.

“Third Party Claim” has the meaning given such term in Section 4.17(a).

ENBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2 8


ATTACHMENT “D”
to
Loan Contribution and Assignment Agreement

(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference
to Attachment D above.)

STATE OF §
§
COUNTY OF §

ASSIGNMENT AND LOST INSTRUMENT AFFIDAVIT

Before me, the undersigned authority, personally appeared 3
who upon being duly cautioned and sworn deposes and says, to the best of his /her knowledge, as
follows:

1. That s/he is the ________ for the Federal Deposit Insurance Corporation as
Receiver for First National Bank of Nevada, whose address is 550 17th Street, NW, Washington,
DC 20429-0002 (“Initial Member”).

2. That at the time of the preparation of transfer to FNBN-RESCON I LLC (“ the
Company”), the Initial Member was the owner of that certain loan, obligation or interest in a loan
or obligation evidenced by a promissory note, evidencing an indebtedness or evidencing rights in
an indebtedness (the “Instrument”), as follows:

Loan Number:

Name of Maker:

Original Principal Balance:

Date of Instrument:

3. That the original Instrument has been lost or misplaced. The Instrument was not
where it was assumed to be, and a search to locate the Instrument was undertaken, without
results. Prior to the transfer to the Company the Instrument had not been assigned, transferred,
pledged or hypothecated.

4, That if the Initial Member subsequently locates the Instrument, the Initial Member
shall use reasonable efforts to provide written notice to the Company and deliver and endorse the
Instrument to the Company in accordance with written instructions received from the Company
(or such other party designated in writing by the Company).

5. That the purpose of this affidavit is to establish such facts. This affidavit shall not

FNBN RESCON Loan Contribution Agmt - EXECUTION VERSION
123731232 D-I


Repurchase Price, and such Repurchase Price shall constitute Loan Proceeds for purposes of the
Participation Agreement.

Section 6.4 Waiver of Company’s Repurchase Option. The Initial Member will be
relieved of its obligation to purchase any Loan for any reason set forth in Section 6.1 if the
Company: (a) except as permitted by the Guidelines and other than the permanent refinance of a
Loan in connection with the final Authorized Funding Draw with respect to such Loan, modifies
any of the terms of the Loan (including the terms of any Collateral Document or Contract for
Deed); (b) except as permitted by the Guidelines, exercises forbearance with respect to any
scheduled payment on the Loan; (c) accepts or executes new or modified lease documents
assigned by the Initial Member to the Company; (d) sells, assigns or transfers the Loan or any
interest therein (other than the Participation Interest issued to the Initial Member pursuant to the
Participation Agreement); (e) fails to comply with the Participation Agreement in the
maintenance, collection, servicing and preservation of the Loan, including delinquency
prevention, collection procedures and protection of collateral as warranted; (f) initiates any
litigation in connection with the Loan or the Mortgaged Property securing the Loan other than
litigation to force payment or to realize on the Collateral securing the Loan; (g) completes any
action with respect to foreclosure on, or accepts a deed-in-lieu of foreclosure for any Collateral
securing the Loan; (h) causes, by action or inaction, the priority of title to the Loan, Mortgaged
Property and other security for the Loan to be less than that conveyed by the Initial Member; (i)
causes, by action or inaction, the security for the Loan to be different than that conveyed by the
Initial Member, except as may be required by the terms of the Collateral Documents; (j) causes,
by action or inaction, a claim of third parties to arise against the Company that, as a result of
purchase under this Agreement, might be asserted against the Initial Member; (k) causes, by
action or inaction, a Lien of any nature to encumber the Loan to arise; (J) is the Borrower or any
Affiliate thereof under such Loan; or (m) makes any disbursement of principal or otherwise
incrementally funds any Loan other than making an Authorized Funding Draw.

Article VIL
Notices

Section 7.1 Notices. All notices, requests, demands and other communications
required or permitted to be given or delivered under or by reason of the provisions of this
Agreement shall be in writing and shall be given by certified or registered mail, postage prepaid,
or, delivered by hand or by nationally recognized air courier service, in any case directed to the
address of such Person as set forth in the applicable Section of this Article VII. Any such notice
shall become effective when received (or receipt is refused) by the addressee, provided that any
notice or communication that is received (or refused) other than during regular business hours of
the recipient shall be deemed to have been given at the opening of business on the next Business
Day of the recipient. From time to time, any Person may designate a new address for purposes
of notice hereunder by notice to such effect to the other Persons identified in this Article VII.

Section 7.2. Article VI Notice. Any notice, request, demand or other communication
required or permitted to be given to the Initial Member pursuant to the provisions of Article VI
shall be delivered to:

ENBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
123731232 29


ACKNOWLEDGMENT

STATE OF §
§
COUNTY OF §
On this day of , 200__, before me, a Notary Public in and for
the county and state aforesaid appeared to me personally

known, who, being by me first duly sworn did depose that s/he is Attorney-in-Fact of the Federal
Deposit Insurance Corporation as Receiver for First National Bank of Nevada (the
“Corporation”), in whose name the foregoing Limited Power of Attorney was executed and
subscribed, and the said Limited Power of Attorney was executed and subscribed on behalf of
the said Corporation by due authority of the Corporation, and the said Attorney-in-Fact
acknowledged the said Limited Power of Attorney to be the free act and deed of said
Corporation.

Notary Public
My Commission Expires:

FNBN RESCON Loan Contribution Agit ~ EXECUTION VERSION
123731232 E-3


the same Collateral being considered a single Borrower for purposes of this Section) with respect
to more than one Loan (with multiple Loans secured by the same Collateral being considered a
single Loan for purposes of this Section), (ii) that includes allegations of fraud on the part of the
Initial Member or the Failed Bank in connection with the Initial Member’s or the Failed Bank’s
origination of such Loans, and (iii) that names the Initial Member or the Failed Bank as a
defendant and that asserts liability on the part of the Initial Member or the Failed Bank for which
the Company is not liable as assignee, as a matter of law, with respect to such Loans.

Section 6.2. Notice to Initial Member. The Company shail notify the Initial Member
of each Loan with respect to which the Company seeks to exercise its rights under Section 6.1.
Such notice shall be on the Company’s letterhead and include the following information: (a) the
Company’s tax identification number, (b) the Company’s wire transfer instructions, (c) the
subsection of Section 6.1 under which the Company is seeking to require the Initial Member to
purchase a Loan, and (d) a summary of the reasons the Company believes that the Loans should
be purchased by the Initial Member. The notice shall be accompanied by evidence supporting
the basis for the Initial Member’s purchase of such Loan. Promptly upon request by the Initial
Member, the Company shall supply the Initial Member with any additional evidence that the
Initial Member may reasonably request. The Initial Member shall have no obligation to purchase
any Loan pursuant to this Article VII for which notice and all supporting evidence reasonably
required by the Initial Member have not been received by the Initial Member at the addresses
specified in Article VII no later than the first Business Day after the expiration of (i) in the case
of any purchase demand pursuant to Section 6.1(a) through (g), 180 calendar days after the
Effective Date, or in the case of a Contract for Deed, the first Business Day after the expiration
of 360 calendar days after the Effective Date, and (ii) in the case of any purchase demand
pursuant to Section 6.1(h), thirty (30) days after the issuance of the Order.

Section 6.3. Re-delivery of Notes, Files and Documents. For any Loan that qualifies
for purchase under this Article, the Company shall: (a) re-endorse and deliver the Note to the
Initial Member (or its designee), (b) assign all Collateral Documents associated with such Loan
and reconvey any real property subject to a Contract for Deed or transferred by special warranty
deed pursuant to Section 2.5, together with such other documents or instruments as shall be
necessary or appropriate to convey the Loan back to the Initial Member (or its designee), (c)
deliver to the Initial Member (or its designee) the Loan File, along with any additional records
compiled or accumulated by the Company pertaining to the Loan, and (d) deliver to the Initial
Member (or its designee) a certification, notarized and executed under penalty of perjury by a
duly authorized representative of the Company, certifying that as of the date of purchase by the
Initial Member none of the conditions relieving the Initial Member of its obligation to purchase
the Loan as specified in Section 6.4 has occurred. The documents evidencing such conveyance
shail be substantially the same as those executed pursuant to Article III of this Agreement to
convey the Loan to the Company. In all cases in which the Company recorded or filed among
public records any document or instrument evidencing a transfer of the Loan to the Company,
the Company shall cause to be recorded or filed among such records a similar document or
instrument evidencing the conveyance of the Loan to the Initial Member. Upon compliance by
the Company with the provisions hereof, the Initial Member shall pay to the Company the

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION,
123731232 28


“Excess Damage Liability” has the meaning given in Section 4.5(c).
“Excess Principal” has the meaning given in Section 2.3(b).

“Failed Bank” has the meaning given in the first recital.

“FDIC” means the Federal Deposit Insurance Corporation, in any capacity.

“Foreign Jurisdiction” means any jurisdiction other than the United States, and any
subdivision of or in such other jurisdiction.

“Foreign Loan” means a Loan with respect to which the Borrower or any of the
Collateral is located in any Foreign Jurisdiction.

“GAAP” has the meaning given in the Participation Agreement.
“Governmental Authority” means any United States or non-United States national,
federal, state, local, municipal or provincial or international government or any political

subdivision of any governmental, regulatory or administrative authority, agency or commission,
or judicial or arbitral body.

“Guarantor” means any guarantor of all or any portion of any Loan or all or any of any
Borrower’s obligations set forth and described in the Loan Documents.

“Guidelines” has the meaning given in the Participation Agreement.

“Immediate Family Member” shall mean, with respect to any individual, his or her
spouse, parents, parents-in-law, grandparents, descendents, nephews, nieces, brothers, sisters,
brothers-in-law, sisters-in-law, children (whether natural or adopted), children-in-law, step
children, grandchildren and grandchildren-in-law.

“Indemnified Parties” has the meaning given in Section 4.17(a).
“Initial Member” has the meaning given in the preamble.

“Law” means any applicable statute, law, ordinance, regulation, rule, code, injunction,
judgment, decree or order (including any executive order) of any Governmental Authority.

“Lien” means any pledge, security interest, charge, restriction on or condition to transfer,
voting or exercise or enjoyment of any right or beneficial interest, option, right of first refusal
and any other lien, claim or encumbrance of any nature whatsoever.

“Limited Power of Attorney” means the Limited Power of Attorney in the form of
Attachment “E” to this Agreement.

“LIP Account” has the meaning given in the Participation Agreement.

FNBN RESCON Loan Contribution Agmt - EXECUTION VERSION
123731232 5


in the opinion of both the Initial Member and the Company, is reasonably likely to exceed the
liability of the Company as the assignee and owner of the Loan after the Cut-Off Date, (i) the
Company shall be responsible for and shall control and assume the defense of the Company and
the Company’s interest in the Loans, at the Company’s own expense and by the Company’s own.
counsel, which counsel must be reasonably satisfactory to the Initial Member; and (ii) the Initial
Member shall be responsible for and shall control and assume the defense of the Initial Member
and the Failed Bank at the Initial Member’s own expense. To the extent their interests are not in
conflict, the Company and the Initial Member shall cooperate in the defense of any such claims
or action and shall use commercially reasonable efforts to work together to resolve or settle such
claims or action in a manner that is mutually agreeable and in their respective best interests. The
Company shall obtain the prior written approval of the Initial Member before ceasing to defend
against any such claims or action. The costs and expenses incurred by the Company in
connection with its defense of any claim or action described in this Section 4.5(c), including (x)
reasonable attorneys’ fees and expenses incurred to defend against (or investigate) the same or
pursue counterclaims or cross-claims against other parties, (y) awards or judgments assessed
against the Company with respect to any such claim or action, or (z) the costs of any settlement
of such claim or action, shall constitute Pre-Approved Charges for purposes of the Participation
Agreement. If, as a result of any claim or action subject to the provisions of this Section, (i)
there is entered against the Company either (1) a final, non-appealable monetary judgment
holding the Company liable for damages in excess of an amount equal to the Loan Value of the
Loan relating to or that is the subject of such claim (such Loan, the “Affected Loan”) divided by
0.20 (such excess amount, the “Excess Damage Liability”), or (2) a final monetary judgment
that is appealable, which the Initial Member agrees in writing need not be appealed further by the
Company, and that imposes an Excess Damage Liability on the Company, or (ii) the Company
enters into a final settlement agreement with the consent of the Initial Member (such consent not
to be unreasonably withheld), pursuant to which the Company is obligated to pay an Excess
Damage Liability, then, in any such case, the Initial Member shall reimburse the Company for
the Excess Damage Liability and the Initial Member shall be entitled, at its option, to repurchase
the Affected Loan at its Repurchase Price in accordance with the repurchase provisions of
sentence for any liability imposed upon the Company that arises as a result of any act or
omission of the Company.

(d) The provisions of Sections 4.5(a), 4.5(b) and 4.5(c) are subject to the right of the
Initial Member to retain claims pursuant to Section 2.6 of this Agreement, including any such
claims as may have been asserted in litigation pending as of the date of the Closing. At the
Initial Member’s discretion, litigation involving any such claims shall be bifurcated, with the
Initial Member remaining the real party in interest and retaining control over (and being
responsible for pursuing and bearing the related costs to pursue) claims retained by it pursuant to
Section 2.6 and the Company substituting itself as the real party in interest and taking control of
(and being responsible for pursuing and bearing the cost of pursuing) the remainder of the
litigation.

Section 4.6 Loans in Bankruptcy. In accordance with Bankruptcy Rules 3001 and
3002, the Company agrees to take all actions necessary to file, prior to the Servicing Transfer

FNBN RESCON Loan Contribution Agmt - EXECUTION VERSION,
123731232 19


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed

as of the day and year first above written.

INITIAL MEMBER:

FEDERAL DEPOSIT INSURANCE
CORPORATION AS RECEIVER FOR FIRST
NATIONAL BANK OF NEVADA

Name: Ralph’Malami
Title: Attorney-in-Fact

COMPANY:
FNBN-RESCON I LLC
By: Federal Deposit Insurance Corporation as

Receiver for First National Bank of Nevada, as Sole
Memberand Manacer

By:
Name:
Title: Attorney-in-Fact

ENBN RESCON Loan Contribution Agmt » EXECUTION VERSION

123731232


ATTACHMENT “A”
to
Lean Contribution and Assignment Agreement

LOAN SCHEDULE

SEE TAB 22

FNBN RESCON Loan Contribution Agmt - EXECUTION VERSION
12373123.2


THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
CONTRACTORS. THE INITIAL MEMBER SPECIFICALLY DISCLAIMS ANY
WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR
PRESENT, EXPRESS OR IMPLIED, CONCERNING THE LOANS, THE COLLATERAL OR
THE COLLATERAL DOCUMENTS, OR WITH RESPECT TO THE LEGALITY, VALIDITY,
EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY SWAP AGREEMENT
OR ANY DOCUMENTS RELATING THERETO OR TO THE CONDITION, FINANCIAL
OR OTHERWISE, OF THE PARTIES TO ANY SWAP AGREEMENT OR ANY OTHER
PERSON OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY
SWAP AGREEMENT OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS UNDER
ANY SWAP AGREEMENT OR ANY DOCUMENTS RELATING THERETO OR WITH
RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING TO ANY SWAP
AGREEMENT.

Section 5.2 | No Warranties or Representations with Respect to Escrow Accounts.
Without limiting the generality of Section 5.1, the Initial Member makes no warranties or
representations of any kind or nature as to the sufficiency of funds held in any escrow account to
discharge any obligations related in any manner to an escrow obligation, as to the accuracy of the
amount of any monies held in any escrow account or as to the propriety of any previous
disbursements or payments from any escrow account.

Section 5.3. No Warranties or Representations as to Amounts of Unfunded
Principal. Without limiting the generality of Section 5.1, the Initial Member further makes no
warranties or representations of any kind or nature as to the amount of any additional or future
advances of principal the Company may be obligated to make.

Section 5.4 Disclaimer Regarding Calculation or Adjustment of Interest on any
Loan. Without limiting the generality of Section 5.1, the Initial Member makes no warranties or
representations of any kind or nature as to the accuracy of any calculation or adjustment of
interest on any Loan, including any adjustable rate Loan, whether such calculation or adjustment
is made by the FDIC, the Failed Bank, the Initial Member or any Affiliate, agent or contractor of
any of the foregoing, or any predecessor-in-interest of the Initial Member or any other party.

Section 5.5 | No Warranties or Representations With Regard to Information. The
Initial Member makes no warranties or representations of any kind or nature as to the
completeness or accuracy of any information provided with respect to any Loan. The Company
acknowledges that, for example, and not by way of limitation, some Loan Files may be missing
forms or notices, or may contain incomplete or inaccurate forms or notices, that may be required
by one or more federal or state consumer protection statutes. The Company’s exclusive
remedies with respect to any inaccurate or incomplete information provided by the Initial
Member are an adjustment in accordance with Section 2.3 or an option to repurchase under
Article VI, and such exclusive remedies are available only if all other conditions theretofore
expressed in this Agreement have been met.

Section 5.6 Intervening or Missing Assignments. The Company acknowledges and
agrees that the Initial Member shall have no obligation to secure or obtain any missing _

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2 25


LOAN CONTRIBUTION AND ASSIGNMENT AGREEMENT

THIS LOAN CONTRIBUTION AND ASSIGNMENT AGREEMENT (as the same shall
be amended or supplemented, this “Agreement”) is made and entered into as of the sh day of
February, 2009 (the “Effective Date”), by and between THE FEDERAL DEPOSIT
INSURANCE CORPORATION (in any capacity, “FDIC”) AS RECEIVER FOR FIRST
NATIONAL BANK OF NEVADA (including its successors and assigns, the “Initial
Member”), and FNBN-RESCON I LLC, a Delaware limited liability company (the
“Company”).

RECITALS

WHEREAS, on July 25, 2008, the FDIC was appointed receiver for First National Bank
of Nevada (the “Failed Bank”); and

WHEREAS, the Initial Member owns the Loans (hereinafter defined) as described on the
Loan Schedule attached hereto as Attachment “A” (the “Loan Schedule”); and

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

WHEREAS, the Initial Member has formed the Company and holds the sole membership
interest in the Company (the “LLC Interest”); and

WHEREAS, the Initial Member desires to contribute the Loans as a capital contribution
to the Company, as more fully set forth herein; and

WHEREAS, the Initial Member and the Company have also entered into a Participation
and Servicing Agreement as of the date hereof (the “Participation Agreement”), pursuant to
which the Company will transfer and convey to the Initial Member a participation interest in the
Loans, as more fully set forth therein; and

WHEREAS, pursuant to the Limited Liability Company Interest Sale and Assignment
Agreement dated of even date hereof (the “LLC Interest Sale Agreement”), the Initial Member
has agreed to sell and transfer the LLC Interest to Stearns SPV I, LLC (the “LLC Interest
Transferee”) for a purchase price of $32,208,000.00 (the “Bid Amount”), the completion of
such sale, the “Closing”; and

WHEREAS, the Bid Amount has been allocated among the Loans by the LLC Interest
Transferee (such allocated amount with respect to a Loan, the “Loan Value”), as set forth on
Attachment “B” (the “Loan Value Schedule”); and

WHEREAS, the Initial Member and the Company desire to memorialize their agreement
relating to the contribution and certain other matters as set forth in this Agreement;

FNBN RESCON Loan Contribution Agmt — EXECUTION VERSION
123731232 1


ATTACHMENT “E”
to
Loan Contribution and Assignment Agreement

(Note to Preparer: When preparing the actual Limited Power of Attorney, delete this instruction
and the reference to Attachment E above.)

LIMITED POWER OF ATTORNEY
ce )

KNOW ALL PERSONS BY THESE PRESENTS, that the FEDERAL DEPOSIT
INSURANCE CORPORATION AS RECEIVER FOR FIRST NATIONAL BANK OF
NEVADA, hereafter called the “Receiver”, hereby designates the individual(s) set out below (the
“Attorney(s)-in-Fact”) for the sole purpose of executing the documents outlined below:

WHEREAS, the undersigned has full authority to execute this instrument on behalf of the
Receiver.

NOW THEREFORE, the Receiver grants to the above-named Attorney(s)-in-Fact the
authority, subject to the limitations herein, as follows:

1. To execute, acknowledge, seal and deliver on behaif of the Federal Deposit
Insurance Corporation as Receiver for First National Bank of Nevada all instruments of transfer
and conveyance, appropriately completed, with all ordinary or necessary endorsements,
acknowledgments, affidavits and supporting documents as may be necessary or appropriate to
evidence the sale and transfer of any asset contained in the Sale enumerated above.

The form which the Attorney(s)-in-Fact shall use for endorsing promissory notes or preparing
allonges to promissory notes is as follows:

Pay to the order of

Without Recourse

FEDERAL DEPOSIT INSURANCE
CORPORATION AS RECEIVER FOR FIRST
NATIONAL BANK OF NEVADA

By:
Name:
Title:

FNBN RESCON Loan Contribution Agmt - EXECUTION VERSION
123731232 EF-1


limitation, regarding ownership or title to the Instrument or the obligations evidenced thereby)
upon the Company, its successors or assigns. All such rights, benefits, causes or claims,
representations and warranties (if any) shall be as set forth in the Loan Contribution and
Assignment Agreement between the Company and the Initial Member dated February 5, 2009.

6. That pursuant to the terms and conditions of the aforementioned Loan
Contribution and Assignment Agreement the Instrument (including, without limitation, any and
all rights the Initial Member may have to enforce payment and performance of the Instrument,
including any rights under Section 3-309 of the Uniform Commercial Code) is hereby assigned
effective as of the date hereof, without recourse, representation or warranty, to the Company. A
copy of the Instrument is attached to this affidavit, if available.

FEDERAL DEPOSIT INSURANCE CORPORATION AS
RECEIVER FOR FIRST NATIONAL BANK OF
NEVADA

By:
Name:
Title: Attorney-in-Fact

Signed and sworn to before me this day of >

Notary Public

[SEAL] My Commission expires:

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION,
123731232 D-2


the purchaser at such foreclosure sale, the Initial Member shall convey to the Company the
Deficiency Balance, if any, together with a special warranty deed to the property purchased at
such foreclosure sale. The Company acknowledges and agrees that the Company shail not
acquire any interest in or to any such property which was foreclosed by the Initial Member or
any of its predecessors-in-interest on or before the Cut-Off Date and for which the Redemption
Period, if any, had expired on or before the Cut-Off Date.

Section 2.6 Retained Claims and Release. The Company and the Initial Member
agree that the contribution of the Loans pursuant to this Agreement will exclude the transfer to
the Company of all right, title and interest of the Initial Member and the Failed Bank in and to
any and all claims of any nature whatsoever that might now exist or hereafter arise, whether
known or unknown, that the Initial Member has or the Failed Bank had or that either might have,
regardless of when any such claim is discovered, (a) against officers, directors, employees,
insiders, accountants, attorneys, other persons employed by the Initial Member or any of its
predecessors, underwriters or any other similar Persons who may have caused a loss to the Initial
Member or any of its predecessors in connection with the initiation, origination or administration
of a Loan, (b) against any appraisers, accountants, auditors, attorneys, investment bankers or
brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or
entities who performed services for the Initial Member, the Failed Bank or any of its
predecessors, relative to the initiation, origination or servicing of a Loan, (c) against any third
parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation,
origination or servicing of a Loan or (d) against any appraiser or other Person with whom the
Initial Member or the Failed Bank or any servicing agent contracted for services or title
insurance in connection with the initiation, origination or servicing of a Loan.

Section 2.7. Taxes. Except as otherwise provided herein, the Company shall pay,
indemnify and hold harmless the Initial Member from and against any Transfer Taxes, and shall
timely file any returns required to be filed with respect to such Transfer Taxes; provided,
however, that the Initial Member shall pay (and shall not be entitled to be reimbursed for) any
Transfer Taxes in the nature of mortgage recording taxes and shall timely file any returns
required to be filed with respect to such Transfer Taxes. Taxes paid by the Company pursuant to
this Section shall constitute Pre-Approved Charges for purposes of the Participation Agreement.

Article Hl
Transfer of Loans, Collateral Documents and Servicing

Section 3.1 Delivery of Documents. The Company and the Initial Member agree to
execute and deliver to one another the following:

(a) On the Effective Date, such Transfer Documents executed by the Initial Member
as the Initial Member elects to deliver to the Company.

(b) Subject to the provisions of the Participation Agreement, the Initial Member shall
deliver to the Document Custodian the Notes and other Custodial Documents and Collateral
Documents, on or within a reasonable period of time after the Servicing Transfer Date, shall
deliver the Loan Files to the Company or the Servicer.

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
123731232 12


execute all endorsements and allonges to Notes or Assignment and Lost Instrument
Affidavits (if applicable) not delivered by the Initial Member to the Company on the
Effective Date and provide them to the Company within a reasonable time after the
Effective Date. The Company, at the Company’s expense, will prepare all other Transfer
Documents not delivered by the Initial Member to the Company on the Effective Date
and shall deliver such documents to the Initial Member for execution within a reasonable
time after the Effective Date. Expenses incurred by the Company in complying with the
obligations set forth in the preceding sentence shall constitute Pre-Approved Charges for
purposes of the Participation Agreement. All Transfer Documents prepared by the
Company shall be subject to the terms and conditions for Transfer Documents specified
in Section 3.1(c) above. If any Transfer Document delivered by the Company to the
Initial Member for execution is unacceptable to the Initial Member for any reason
whatsoever, the Initial Member may return such document to the Company along with an
explanation as to why the document is unacceptable to the Initial Member. When
requesting execution of any such document, the Company shall furnish the Initial
Member with the Loan numbers set forth on the Loan Schedule, and a copy of the Notes,
a copy of the Collateral Documents or other documents to be transferred, and copies of
any previous assignments of the applicable Collateral Document or other document; or

2. The Initial Member, at the Initial Member’s expense, will prepare and
execute all Transfer Documents not delivered by the Initial Member to the Company on
the Effective Date and submit them for recordation in the applicable jurisdiction within a
reasonable period of time after the Effective Date. All such documents shall be in
appropriate form suitable for filing or recording (if applicable) in the relevant jurisdiction
and otherwise subject to the limitations set forth herein.

(e) As to Foreign Loans, the Company, at its own expense, must retain counsel
licensed in the Foreign Jurisdictions involved with the Foreign Loans. Such foreign counsel
must draft the documents necessary to assign the Foreign Loans to the Company. Expenses
incurred by the Company in complying with the obligations set forth in the preceding sentence
shall constitute Pre-Approved Charges for purposes of the Participation Agreement. Documents
presented to the Initial Member to assign Foreign Loans to the Company must be accompanied
by a letter on the foreign counsel’s letterhead, signed by the foreign counsel preparing those
documents, certifying that those documents conform to the Law of the Foreign Jurisdiction.
Each such document and instrument shall be delivered to the Initial Member in the English
language, provided, however, that any document required for its purposes to be executed by the
Initial Member in a language other than the English language shall be delivered to the Initial
Member in such language, accompanied by a translation thereof in the English language,
certified as to its accuracy by an executive officer or general counsel of the Company and, if
such executive officer or general counsel shall not be fluently bilingual, by the translator thereof.

(f) Nothing contained herein or elsewhere in this Agreement shall require the Initial
Member to make any agreement, representation or warranty or provide any indemnity in any
such document or instrument or otherwise, nor is the Initial Member obligated to obtain any

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
123731232 14


Section 5.1
Section 5.2
Section 5.3
Section 5.4
Section 5.5
Section 5.6
Section 5.7

Article VI

Section 6.1
Section 6.2
Section 6.3
Section 6.4

Article VII

Section 7.1
Section 7.2
Section 7.3
Section 7.4

Article VIII

Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5
Section 8.6
Section 8.7
Section 8.8
Section 8.9

Loans Conveyed “As Is”.......
No Warranties or Representations with Respect to Escrow Accounts
No Warranties or Representations as to Amounts of Unfunded Principa!
Disclaimer Regarding Calculation or Adjustment of Interest on any Loan
No Warranties or Representations With Regard to Information................... 25
Intervening or Missing Assignments.
No Warranties or Representations as to Documents.

Repurchase by the Initial Member at the Company’s Option.

Repurchases at Company’s Option
Notice to Initial Member
Re-delivery of Notes, Files and Documents
Waiver of Company’s Repurchase Option.

Notices v.scecsesssssessessessesseesecsncssessesreacsecsesssassansesssesssssesneenearessseesseeseenesecsnessesveueeseensees 29

NOTICES. oo... eesecsesecseesessesseeseesecssesesssseanesecsncsteacensseeseeatessesssneseesesesseanetseesnerseecsneies 29
Article VI Notice: .
Transfer Documents
All Other Notices

Miscellaneous Provisions..........ccccececeseeeesessesseseesesseenseseeeneseeneseesrssteseeseseseeseenes 31

Severability.
Governing La
Cost, Fees and Expenses .
Waivers; Amendment and Assignment
No Presumption.
Entire Agreemen
Jurisdiction; Venue and Service. ....
Counterparts; Facsimile Signatures

Attachments
Attachment “A” - Loan Schedule.
Attachment “B”  — Loan Value Schedule
Attachment “C” = — Affidavit and Assignment of Claim
Attachment “D” — Assignment and Lost Instrument Affidavit.

Attachment “E”  — Limited Power of Attorney

FNBN RESCON Loan Contribution Agit — EXECUTION VERSION

12373123.2

ii


AT LAW WOULD BE ADEQUATE AND ANY REQUIREMENT UNDER LAW TO POST
SECURITY AS A PREREQUISITE TO OBTAINING EQUITABLE RELIEF. NOTHING
CONTAINED IN THIS SECTION SHALL LIMIT EITHER PARTY’S RIGHT TO ANY
REMEDIES AT LAW, INCLUDING THE RECOVERY OF DAMAGES FOR BREACH OF
THIS AGREEMENT.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION,
12373123.2 35


principals, agents and contractors (the “Indemnified Parties’), from and against any losses,
damages, liabilities, costs and expenses (including reasonable attorneys’ fees and litigation and
similar costs, and other out-of-pocket expenses incurred in investigating, defending, asserting or
preparing the defense or assertion of any of the foregoing), deficiencies, claims, interest, awards,
judgments, penalties and fines (collectively, “Losses”) arising out of or resulting from any
breach by the Company or any of its Affiliates or any of their respective officers, directors,
employees, partners, principals, agents or contractors of any of the Company’s obligations under
or covenants or agreements contained in this Agreement (including any claim asserted by the
Initial Member against the Company to enforce its rights hereunder or by any third party), or any
third-party allegation or claim based upon facts alleged that, if true, would constitute such a
breach, or any gross negligence, bad faith or willful misconduct (including any act or omission
constituting theft, embezzlement, breach of trust or violation of any Law). Such indemnity shall
survive the termination of this Agreement. In order for an Indemnified Party to be entitled to any
indemnification provided for under this Agreement in respect of, arising out of or involving a
Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party
Claim”), such Indemnified Party shall deliver notice thereof to the Company promptly after
receipt by such Indemnified Party of written notice of the Third Party Claim, describing in
reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount of
such claim (if known) and such other information with respect thereto as is available to the
Indemnified Party and as the Company may reasonably request. The failure or delay to provide
such notice, however, shall not release the Company from any of its obligations under this
Section 4.17 except to the extent that it is materially prejudiced by such failure or delay.

(b) If for any reason the indemnification provided for herein is unavailable or
insufficient to hold harmless the Indemnified Parties, the Company shall contribute to the
amount paid or payable by the Indemnified Parties as a result of the Losses of the Indemnified
Parties in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties,
on the one hand, and the Company (including any Servicer or subservicer), on the other hand in
connection with a breach of the Company’s obligations under this Agreement.

(c) If the Company confirms in writing to the Indemnified Party within fifteen
(15) days after receipt of a Third Party Claim the Company’s responsibility to indemnify and
hold harmless the Indemnified Party therefor, the Company may elect to assume control over the
compromise or defense of such Third Party Claim at the Company’s own expense and by the
Company’s own counsel, which counsel must be reasonably satisfactory to the Indemnified
Party, provided that (i) the Indemnified Party may, if such Indemnified Party so desires, employ
counsel at such Indemnified Party’s own expense to assist in the handling (but not control the
defense) of any Third Party Claim; (ii) the Company shall keep the Indemnified Party advised of
all material events with respect to any Third Party Claim; (iii) the Company shall obtain the prior
written approval of the Indemnified Party before ceasing to defend against any Third Party Claim
or entering into any settlement, adjustment or compromise of such Third Party Claim involving
injunctive or similar equitable relief being imposed upon the Indemnified Party or any of its
Affiliates; and (iv) the Company will not, without the prior written consent of the Indemnified
Party, settle or compromise or consent to the entry of any judgment in any pending or threatened
action in respect of which indemnification may be sought hereunder (whether or not any such

PNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
123731232 23


Article I

Section 1.1
Section 1.2

Article IL

Section 2.1
Section 2.2
Section 2.3
Section 2.4
Section 2.5
Section 2.6
Section 2.7

Article [II

Section 3.1
Section 3.2
Section 3.3

Article 1V

Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 4.7
Section 4.8
Section 4.9
Section 4.10
Section 4.11
Section 4.12
Section 4.13
Section 4.14
Section 4.15
Section 4.16
Section 4.17

Article V

TABLE OF CONTENTS

Definitions and Construction .....cccsscseeceessesecsssssseeessieseeseeseeseseceeneenssesansesuesesenenee 2

Definitions
Construction

Contribution and Conveyance Of Loans .........ccsessseseeeeeeer eer tesesessceseeneeaeseeesnaee 10

Terms and Conditions 0.0.0.0... ccc ceseescseceenennereessesesacecseaseaseeeeeneeseencneaeeacae
Allocation of Payments Made on Loans; Advances.
Adjustments.
Rebates and Refunds
Interest Conveyed
Retained Claims and Release
Taxes.

Transfer of Loans, Collateral Documents and Servicing... 12

Delivery of Documents...
Recordation of Documents .
Transfer of Servicing

Covenants, Duties and Obligations of the Company ........-sscseseceseeneeereeesnereerene 16

Servicing Of Loans... ccscccccsccsssssseeseessssesseesscurseesesnenennersteneeneaseeasensseencseses
Collection Agency/Contingency Fee Agreements .
Insured or Guaranteed Loans...............:...ccc0ee
Reporting to or for the Applicable Taxing Authoritie:
Loans in Litigation...
Loans in Bankruptcy
Loan Related Insurance .....
Loans with Escrow Accounts ..
Initial Member As Lead Lender in Participated Loan:
Contracts for Deed.
Leases
Notice to Borrowers
Notice of Claim21

Use of the FDIC’s Name and Reservation of Statutory Power:
Prior Servicer Information
Release of Initial Member.
Indemnification.

Loans Sold “As Is” and Without Recourse ........c.ceesesesceseesesessesessesseeseeeesseseess 24

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION

123731232


3501 Fairfax Drive (Room E-7056)
Arlington, VA 22226
Attention: David Gearin

Company after Closing: FNBN-RESCON I, LLC
4191 2" Street South
St. Cloud, MN 56301
Attention: Norman Skalicky

with a copy to: Skalicky Law Offices
57 West 58" Street
#8C
New York, NY 10019
Attention: Kelly Skalicky

Initial Member: Manager, Capital Markets & Resolutions
c/o Federal Deposit Insurance Corporation
550 17" Street, NW (Room F-7014)
Washington, D.C. 20429-0002
Attention: Ralph Malami

with a copy to: Senior Counsel
FDIC Legal Division
Litigation and Resolutions Branch, Receivership Section
Special Issues Unit
3501 Fairfax Drive (Room E-7056)
Arlington, Virginia 22226
Attention: David Gearin

Article VIE
Miscellaneous Provisions

Section 8.1 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as
follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a
particular Person or Persons and/or under any particular circumstance or circumstances, such
provision shall be ineffective, but only in such jurisdiction and only with respect to such
particular Person or Persons and/or under such particular circumstance or circumstances, as the
case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective
only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and
such prohibition or unenforceability in such jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i)

ENBN RESCON Loan Contribution Agmt — EXECUTION VERSION
123731232 31


IN WITNESS WHEREOF, the Assignor has caused this Affidavit and Assignment of
Claim to be executed this __ day of

FEDERAL DEPOSIT INSURANCE CORPORATION AS
RECEIVER FOR FIRST NATIONAL BANK OF
NEVADA

By:
Name:
Title: Attorney-in-Fact

Signed and sworn to before me this day of > 20
Notary Public
[SEAL] My Commission expires:
ACKNOWLEDGMENT
STATE OF §
§
COUNTY OF §

Before me, the undersigned authority, a Notary Public in and for the county and state
aforesaid, on this day personally appeared _ , known to me
to be the person whose name is subscribed to the foregoing instrument, as Attorney-in-Fact of
the Federal Deposit Insurance Corporation as Receiver for First National Bank of Nevada acting
in the capacity stated above, and acknowledged to me that s/he executed the same as the act of
the Federal Deposit Insurance Corporation as Receiver for First National Bank of Nevada, for
the purposes and consideration therein expressed, and in the capacity therein stated.

Given under my hand and seal of office on this the __ day of : :

Notary Public
[SEAL] My Commission expires:

FNBN RESCON Loan Contribution Agmt - EXECUTION VERSION
123731232 C-2


intervening assignment or any assignment to the Initial Member or the Failed Bank that is not
contained in the Loan File or among the Collateral Documents. Neither the absence of any
intervening assignment or any assignment to the Initial Member or the Failed Bank, nor the
existence of any Lien on the Loan or its Collateral, nor any defect in the Lien or priority of the
Initial Member’s or the Failed Bank’s security interest in the Collateral shall give rise to any
claim for purchase under Article VI. The Company shall bear all responsibility and expense of
securing from the appropriate source any intervening assignment or any assignment to the Initial
Member or the Failed Bank that may be missing from the Collateral Documents, but the cost
thereof shall constitute a Pre-Approved Charge for purposes of the Participation Agreement.

Section 5.7. No Warranties or Representations as to Documents. The Initial
Member makes no warranties or representations of any kind or nature as to the effectiveness or
enforceability in any Foreign Jurisdiction of this Agreement or any other document or instrument
delivered or prepared in connection herewith, whether or not prepared and executed in the forms
provided herewith, all of such forms being provided for reference only.

Article VI
Repurchase by the Initial Member at the Company’s Option

Section 6.1 | Repurchases at Company’s Option. The Company may, at its option,
and upon satisfaction of the procedures and other requirements set forth below, require the Initial
Member to purchase a Loan, if, and only if, (x) prior to the Effective Date, one of the events
described in Section 6.1(a) through (g) has occurred or (y) after the Cut-Off Date, there is issued
by a court of competent jurisdiction with respect to such Loan a court order (the “Order”) that is
based upon or as a result of the acts or omissions of the Initial Member or the Failed Bank on or
prior to the Cut-Off Date, and either requires the assignment and transfer of such Loan back to
the Initial Member or is a final non-appealable order that holds the Company liable to a
Borrower for damages (exclusive of damages arising from the Company’s acts or omissions after
the Servicing Transfer Date) in an amount that exceeds the unpaid principal balance of such
Borrower’s Loan at the time of such Order and, with respect to which, in either case, the Action
in which such Order is issued meets the other conditions set forth in Section 6.1(h) below. IN
NO EVENT SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION
TO PURCHASE A LOAN HEREUNDER BE EVIDENCE OF BAD FAITH, MISCONDUCT
OR FRAUD EVEN IN THE EVENT THAT IT IS SHOWN THAT THE INITIAL MEMBER,
IN ANY CAPACITY, OR ANY AFFILIATE THEREOF, OR ANY OF ITS DIRECTORS,
EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS KNEW OR SHOULD HAVE
KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF
SUCH EVENT.

(a) The Borrower with respect to a Loan had been discharged in a no asset
bankruptcy proceeding, there is no Collateral securing such Loan and out of which such Loan
may be satisfied, and all guarantors or sureties of the Note with respect to such Loan, if any, or
the obligations contained therein, have similarly been discharged in no asset bankruptcies.

(b) — A court of competent jurisdiction had entered a final judgment (other than a
bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any

FNBN RESCON Loan Contribution Agmt - EXECUTION VERSION
123731232 26


(g) The words “include” and “including” and words of similar import are not
Jimiting, and shall be construed to be followed by the words “without limitation,” whether or not
they are in fact followed by such words.

(h) The word “during” when used with respect to a period of time shall be construed
to mean commencing at the beginning of such period and continuing until the end of such period.

(0) Unless the context otherwise requires, singular nouns and pronouns when used
herein shall be deemed to include the plural and vice versa and impersonal pronouns shall be
deemed to include the personal pronoun of the appropriate gender.

Article II
Contribution and Conveyance of Loans

Section 2.1 Terms and Conditions. The Initial Member hereby conveys to the
Company, and the Company hereby acquires and accepts from the Initial Member, by way of a
capital contribution, without recourse, all right, title and interest of the Initial Member in and to
the Loans (including all Notes, the other Loan Documents and Related Agreements) effective as
of the Cut-Off Date, on a servicing-released basis (subject to the provisions of Section 3.3), and
all rights in the Collateral pursuant to the Collateral Documents. The Company hereby assumes
and agrees to perform and pay all of the Obligations of the Initial Member under and with
respect to the Loans. The Initial Member and the Company agree that the conveyance
contemplated by this Section and the other provisions of this Agreement is intended to be an
absolute conveyance and transfer of ownership of the Loans by capital contribution.

Section 2.2 Allocation of Payments; Post-Cut-Off Date Advances. All payments
and other amounts received on account of any of the Loans or Collateral on or before the Cut-Off
Date shall belong to the Initial Member. Any and all proceeds received with respect to any or all
of the Loans or Collateral at any time after the Cut-Off Date, including principal, interest,
prepayment fees, premiums and charges, extension and exit fees, late fees, assumption fees, other
fees and charges, insurance proceeds and condemnation payments (or any portion thereof) that
are not used and disbursed to repair, replace or restore the related Collateral in accordance with
the terms of the Loan, proceeds from sales or other dispositions of any or all of the Loans or the
Collateral, and any proceeds from making a draw under any letter of credit or certificate of
deposit held with respect to any Loan, provided that such draw is permitted by the terms of the
Loan, shall be allocated and distributed to the Company and the Participant in accordance with
the provisions of the Participation Agreement. The Company shall be liable for, and shall
reimburse the Initial Member for, all Post-Cut-Off Date Advances. To the extent that Post-Cut-
Off Date Advances are outstanding as of the Servicing Transfer Date, whether or not then billed,
the Initial Member shall be reimbursed for the same on the Servicing Transfer Date. All Post-
Cut-Off Date Advances not reimbursed on the Servicing Transfer Date shall be reimbursed by
the Company to the Initial Member upon demand.

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
12373123.2 10


{c) After the Effective Date, the Initial Member, in the Initial Member’s sole
discretion, may elect to grant a Limited Power of Attorney to the Company. If the Initial
Member elects to grant such a Limited Power of Attorney, the Initial Member will provide it to
the Company within a reasonable time after the Effective Date. If the Company is granted such a
Limited Power of Attorney, the Company, at the Company’s expense, will prepare and execute
on behalf of the Initial Member, within a reasonable time after the Effective Date, all Transfer
Documents not delivered by the Initial Member to the Company on the Effective Date. Expenses
incurred by the Company in complying with the obligations set forth in the preceding sentence
shall constitute Pre-Approved Charges for purposes of the Participation Agreement. All Transfer
Documents prepared by the Company shall be in appropriate form suitable for filing or recording
(if applicable) in the relevant jurisdiction and otherwise subject to the limitations set forth herein,
and the Company shall be solely responsible for the preparation, contents and form of such
documents. The Company hereby releases the Initial Member from any loss or damage incurred
by the Company due to the contents or form of any documents prepared by the Company (the
form of which was not provided by the Initial Member) and shall indemnify and hold harmless
the Initial Member from and against any claim, action or cause of action asserted by any Person,
including the Company, arising out of the contents or form of any Transfer Document (the form
of which was not provided by the Initial Member), including any claim relating to the adequacy
or inadequacy of any such document or instrument for the purposes thereof, and the use (or
purported use) by the Company of the Limited Power of Attorney in any way not expressly
permitted by its terms.

The Company shall use the following forms for endorsing or preparing allonges to Notes:

Pay to the order of
FNBN-RESCON I LLC
Without Recourse

Federal Deposit Insurance Corporation as Receiver
for First National Bank of Nevada

By:
Name: Ralph Malami
Title: Attorney-in-Fact

All documents of assignment, conveyance or transfer shall contain the following sentence: “This
assignment is made without recourse, representation or warranty, express or implied, by the
Federal Deposit Insurance Corporation in its corporate capacity or as Receiver for First National
Bank of Nevada.”

(d) _ In the event the Initial Member elects not to provide the Company with a Limited
Power of Attorney in accordance with Section 3.1(c), then all Transfer Documents not delivered
by the Initial Member to the Company on the Effective Date shall be prepared and executed by
one of the following methods, at the Initial Member’s option:

1. The Initial Member, at the Initial Member’s expense, will prepare and

FNBN RESCON Loan Contribution Agmt ~ EXECUTION VERSION
123731232 13