SFR2010-3 

EXECUTION COPY 

REIMBURSEMENT AND SECURITY AGREEMENT 


BYANDAMONG 


2010-3 SFR VENTURE, LLC, 


EACH OTHER GRANTOR FROM TIME-TO-TIME PARTY HERETO, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


IN ITS CORPORATE CAPACITY AS PURCHASE MONEY NOTES GUARANTOR, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


IN ITS CAP A CITY AS RECEIVER FOR THE FAILED BANKS, 


AS COLLATERAL AGENT, 


AND 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


AS RECEIVER FOR THE FAILED BANKS, 


AS INITIAL MEMBER 


Dated as of November 30, 2010 


FDIC SFR2010-3 

Form ofReimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
TABLE OF CONTENTS 


ARTICLE I Defmitions 1 


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


Section 1.2 Other Interpretive Provisions ................................................................... 5 


ARTICLE II Reimbursement 6 


Section 2.1 Reimbursement........................................................................................ 6 


Section 2.2 Obligations Absolute ............................................................................... 6 


ARTICLE III Security Interest 7 


Section 3 .1 Granting of Security Interest .................................................................... 7 


Section 3.2 Mortgage Loan Defaults; AcQuisition of Collateral. ................................. 9 


Section 3.3 Continuing Security Interest ................................................................... 10 


Section 3.4 Destruction of Collateral ........................................................................ 11 


Section 3.5 Releases ofUnderlying Collateral.. ........................................................ 11 


Section 3.6 Financing Statements ............................................................ ~ ................ 11 


Section 3.7 Power ofAttorney.................................................................................. 11 


ARTICLE IV Events ofDefault 12 


Section 4.1 Events of Default ................................................................................... 12 


ARTICLE V Remedies 13 


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


Section 5.2 Application of Proceeds .............................................. ~ .......................... 15 


Section 5.3 Sale of Collateral. .................................................................................. 16 


Section 5.4 No Impairment ofAction ....................................................................... 16 


Section 5.5 Remedies Cumulative; Waiver ............................................................... 17 


Section 5.6 Waiver of Certain Rights and Remedies ................................................. 17 


ARTICLE VI Guaranty 17 


Section 6.1 Guaranty................................................................................................ 17 


Section 6.2 Right ofContribution............................................................................. 18 


Section 6.3 No Subrogation ...................................................................................... 18 


Section 6.4 Amendments. etc. with Respect to the Secured Obligations .................... 18 


Section 6.5 Guaranty Absolute and Unconditional.., ................................................. 19 


Section 6.6 Reinstatement .................................................................................~ ...... 20 


Section 6.7 Payments ............ : ................................................................................... 20 


Section 6.8 Information............................................................................................ 20 


ARTICLE VII Representations And Warranties 20 


Section 7.1 Representations and Warranties ............................................................. 20 


ARTICLE VIII Covenants 22 


Section 8.1 Company Accounts ................................................................................ 22 


Section 8.2 Grantor Status; Licensing ....................................................................... 22 


-iFDIC SFR 2010-3 


Form of Reimbursement and Security Agreement 


Pool Nos. 24020 and 24021 


13218941.7 
Section 8.3 LLC Operating Agreement ..................................................................... 22 


Section 8.15 Insurance ............................................................................................... 3 0 


Section 8.17 The Company's Duty To Advise Collateral Agent and Purchase 


Section 8.4 Custodian............................................................................................... 23 


Section 8.5 Compliance with Law ......................... , .................................................. 23 


Section 8.6 Servicer ................................................................................................. 23 


Section 8.7 Certain Restrictions ................................................................................ 23 


Section 8.8 Change in Jurisdiction, Name, Location or Identity ................................ 24 


Section 8.9 Payment of Principal on Purchase Money Note; Reimbursement of 


Collateral Agent ..................................................................................... 24 


Section 8.10 Protection of Collateral; Further Assurances .......................................... 24 


Section 8.11 Guaranties and Mortgages ...................................................................... 24 


Section 8.12 Additional Grantors ............................................................................... 25 


Section 8.13 Transaction with Affiliates ..................................................................... 26 


Section 8.14 Books and Records; Reports; Certifications; Audits ............................... 26 


Section 8.16 Recovery ofExpenses; Interest .............................................................. 30 


Monev Notes Guarantor; Delivery of Certain Notices ............................ 30 


Se<;:tion 8.18 Administration ofREO Properties .......................................................... 31 


Section 8.19 Payment of Purchase Money Notes Guaranty Fee .................................. 31 


ARTICLE IX Required Consent; Limits Liability 31 


Section 9.1 Required Consents; Limits Liability ....................................................... 31 


Section 9.2 Limitation ofLiability .......................................................... ~ ................. 32 


ARTICLE X Release of Collateral 33 


ARTICLE XI Liquidation of Mortgage Loans and Acquired Property 34 


Section 11.1 Rights to Liquidate Mortgage Loans and Collateral.. .............................. 34 


Section 11.2 Exercise ofRights to Liquidate Mortgage Loans and Collateral ............. 34 


ARTICLE XII Collateral Agent 34 


Section 12.1 Appointment and Authorization of Collateral Agent .............................. 34 


Section 12.2 Delegation ofDuties .............................................................................. 35 


Section 12.3 Liability of Collateral Agent .................................................................. 35 


Section 12.4 Reliance by Collateral Agent ................................................................. 36 


Section 12.5 Liability of Collateral Agent .................................................................. 36 


Section 12.6 Successor Collateral Agent ............. : ................................... ; .................. 37 


ARTICLE XIII Miscellaneous 37 


Section 13.1 Attornev-in-Fact .................................................................................... 37 


Section 13.2 No Petition ............................................................................................. 37 


Section 13.3 Reimbursement of Expenses ...................... : ........................................... 38 


Section 13.4 Termination of Security Interest ............................................................. 3 8 


Section 13.5 Indemnification...................................................................................... 38 


Section 13.6 Governing Law ...................................................................................... 40 


Section 13.7 Jurisdiction. Venue and Service ............................................................. 40 


-11­

FDIC SFR 2010-3 


Form of Reimbursement and Security Agreement 


Pool Nos. 24020 and 24021 


13218941.7 
Section 13.8 Waiver of Jury ....................................................................................... 42 


Section 13.9 Notices .................................................................................................. 42 


Section 13.10 Assignment ............................................................................................ 43 


Section 13 .11 Entire Agreement ................................................................................... 44 


Section 13.12 Amendments and Waivers ..................................................................... 44 


Section 13.13 Confidentiality ....................................................................................... 44 


Section 13.14 Reinstatement ........................................................................................ 44 


Section 13.15 Interpretation: No Presumption .............................................................. 45 


Section 13.16 Severability ............................................................................................ 45 


Section 13.17 Survival ................................................................................................. 45 


Section 13.18 No Third Partv Beneficiaries .................................................................. 46 


Section 13.19 Counterparts; Facsimile Signatures ........................................................ 46 


Exhibit A Joinder Agreement 

-111­

FDIC SFR 2010-3 


Form ofReimbursement and Security Agreement 


Pool Nos. 24020 and 24021 


13218941.7 
REIMBURSEMENT AND SECURITY AGREEMENT 

THIS REIMBURSEMENT AND SECURITY AGREEMENT, effective as of the 30th 

day ofNovember, 2010 (this "Ae:reement"), is entered into by and among the Company, each of 

the other entities that becomes a party hereto pursuant to Section 8.12 (collectively, the 

"Subsidiary Grantors," and each individually, a "Subsidiary Grantor''; the Subsidiary 

Grantors together with the Company, collectively, the "Grantors," and each individually, a 

"Grantor"), the Purchase Money Notes Guarantor, the Collateral Agent for the Secured Pat:ties 

(as defined below), and, solely for purposes of Sections 4.1(a), 4.1(c), 5.1(a)(vi)- (ix), 5.1(b), 

5.1(c), 5.5, 11.1, 11.2 and 13.6-13.19, the Initial Member. 

WHEREAS, pursuant to that certain Contribution Agreement, dated as of the Closing 

Date, between the Company and the Receiver, the Receiver has transferred all of its right, title 

and interest in and to the Mortgage Loans, including equity interests in Ownership Entities and 

certain REO Property (as each such term is defined below), to the Company partly as a sale and 

partly as a capital contribution, and in consideration for the transfer of the Mortgage Loans to the 

Company to the extent such transfer constitutes a sale, the Company has issued to the Receiver a 

Purchase Money Note, dated as of the date hereof, with an Initial Notes Principal Balance of 

$105,551 ,000.00; 

WHEREAS, to provide support for the payment and performance of the Company's 

obligations under the Purchase Money Note, the Purchase Money Notes Guarantor and the 

Receiver have entered into that certain Purchase Money Notes Guaranty, dated as of the Closing 

Date; 

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

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

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

Money Notes Guarantor to enter into the Purchase Money Notes Guaranty and to secure the 

Company's obligation to reimburse the Purchase Money Notes Guarantor for any payments 

made by the Purchase Money Notes Guarantor thereunder; 

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

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

acknowledged, each Grantor, the Purchase Money Notes Guarantor, the Collateral Agent and the 

Initial Member agree as follows: 

ARTICLE I 


Definitions 


Section 1.1 Definitions. 

(a) For purposes of this Agreement including the prefatory paragraphs, certain 

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

-1­

FDIC SFR 2010-3 

Form ofReimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
of Common Definitions (as defined below). In addition, for purposes of this Agreement, the 

following terms shall have the meanings and definitions hereinafter respectively set forth: 

"Agreement of Common Definitions" means that certain agreement of common 

definitions dated as of the Closing Date, by and among the FDIC, as Receiver and Initial 

Member, and SFR 2010-3 Acquisition LLC, as Private Owner, 2010-3 SFR Venture, LLC, as 

Company, the Purchase Money Notes Guarantor, the Collateral Agent, Citibank, N.A., a national 

banking association as Bank, and RoundPoint Mortgage Servicing Corporation, a Florida 

corporation, as Servicer. · 

"Agreement" means this Reimbursement and Security Agreement. 

"Allonge" has the meaning given in Section 3.1 ofthis Agreement. 

"Assignment of Morte:age" means, with respect to each Mortgage Loan, a 

collateral assignment of the mortgage, deed of trust, trust deed, deed to secure debt or other 

security agreement securing such Mortgage Loan (each an "Underlying MortJtage") or an 

assignment in blank of such Underlying Mortgage, in each case in form suitable for recording in 

the appropriate public record~ and otherwise in form reasonably satisfactory to the Collateral 

Agent. 

"Collateral" has the meaning given in Section 3.1 of this Agreement. 

"Collateral Documents" means, collectively, this Agreement, the Account 

Control Agreements, any REO Mortgages, the Custodial and Paying Agency Agreement and 

each of the other agreements, instruments or documents that. creates or purports to create a Lien 

or guaranty in favor of the Collateral Agent for the benefit ofthe Secured Parties. 

"Company Accounts" means, collectively the Collection Account, the 

Distribution Account, the Interest Reserve Account, the Special Reserve Account and the 

Liquidity Account. 

"Controlline: Party" means the Purchase Money Notes Guarantor. 

"DE UCC" means the Uniform Commercial Code as in effect on the date hereof 

in the State of Delaware, as amended from time-to-time, and any successor statute. 

"Default" means any event or condition that constitutes an Event of Default or 

that, with the giving of any notice, the passage of time, or both, would constitute an Event of 

Default. · 

"Event of Default" means each of the "Events of Default" described in Section 

4.1 ofthis Agreement. 

-2­

FDIC SFR2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
"Grantor" and "Grantors" have the meanings set forth in the introductory 

paragraph of this Agreement. 

"Guaranty" means, with respect to any particular indebtedness or other 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

obligation. 

"Guaranteed OblU!:ations" has the meaning given in the Purchase Money Notes 

Guaranty. 

"Indebtedness" means, as applied to any Person, without duplication, (i) all 

indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the 

deferred purchase price of property or services (excluding trade payables arising in the ordinary 

course of business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or 

other similar instruments, (iv) all indebtedness created or arising under any conditional sale or 

other title retention agreement with respect to property acquired by such Person (even though the 

rights and remedies of the seller or lender under such agreement in the event of default are 

limited to repossession or sale of such property), (v) all obligations of such Person as lessee 

under leases that have been or should be, in accordance with GAAP, recorded as capitalized 

leases, or (vi) all indebtedness or obligations of others of the kinds referred to in clauses (i) 

through (v) above in respect ofwhich such Person has entered into or issued any Guaranty. 

"Indemnified Parties" has the meaning given in Section 13.5(a) of this 

Agreement. 

"Indemnification Losses" has the meaning given in Section 13.5(a) of this 

Agreement. 

-3­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
"Intellectual Property" means all United States or foreign intellectual and 

similar property of every kind and nature, including, without limitation, inventions, designs, 

patents, copyrights, trademarks, trade secrets, confidential or proprietary and technical and 

business information, know-how, show-how or other data or information, software and databases 

and all embodiments or fixations thereof and related documentation, registrations and franchises, 

and any license of any of the foregoing, and all additions, improvements and accessions to, and 

books and records describing or used in connection with, any of the foregoing and all rights to 

sue at law or in equity for any infringement or other via lation thereof, including the right to 

receive all proceeds and damages therefrom. 

"NY UCC" means the Uniform Commercial Code as in effect on the date hereof 

in the State ofNew York, as amended from time-to-time, and any successor statute. 

"Perfection Requirement" has the meaning given in Section 7.l(e) of this 

Agreement. 

"Proceedings" means any suit in equity, action at law or other judicial or 

administrative proceeding. 

"Purchase Money Note" has the meaning given in the Agreement of Common 

Definitions and shall include any promissory note issued to refinance a Purchase Money Note in 

accordance with Section 2.8 ofthe Custodial and Paying Agency Agreement. 

"Related Entities" has the meaning given in Section 13.5(a) ofthis Agreement. 

"REO Mort~' means, with respect to each REO Property, a mortgage, deed 

of trust, trust deed or deed to secure debt securing the Secured Obligations in form suitable for 

recording mthe appropriate public records and otherwise in form and substance satisfactory to 

the Collateral Agent (which REO Mortgage may, if the Underlying Mortgage on the applicable 

REO Property has not been discharged and if the Collateral Agent agrees, consist of such 

Underlying Mortgage, as assigned to the Collateral Agent and including such modifications 

thereto as the Collateral Agent may require). · 

"Sale" has the meaning given in Section 5.3 of this Agreement. 

"Secured Obligations" means the Guaranteed Obligations and all obligations of 

Grantors pursuant to this Agreement (including specifically the obligations pursuant to Sections 

2.1, 8.9, 8.19, 13.3 and 13.5). 

"Secured Parties" means, collectively, the Collateral Agent, each co-agent or 

sub-agent appointed by the Collateral Agent from time-to-time pursuant to this Agreement and 

the Purchase Money Notes Guarantor. 

"Site Assessment" has the meaning given in Section 3.2(b) of this Agreement. 

-4­

FDIC SFR2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
"Subsidiary Grantor" and "SubsidiarY Grantors" have the meanings given in 

the introductory paragraph to this Agreement. 

"Successor Servicer" has the meaning given m Section S.l(a)(vi) of this 

Agreement. 

"Third Party Claim" has the meaning given in Section 13.5(a) of this 

Agreement. 

"UCC" means the DE UCC or the NY UCC, as applicable. 

"Underlying Mortgage" has the meaning specified in the definition of 

"Assignment of Mortgage." 

(b) UCC Terms. The following terms have the meanings given to them in the 

UCC and terms used herein without defmition that are defined in the UCC have the meanings 

given to them in the UCC (such meanings to be equally applicable to both the singular and plural 

forms of the terms defined): "account", "chattel paper", "commercial tort claim", "deposit 

account", "equipment", "fixture", "general intangible", "goods", "instruments'', "inventory'', 

"investment property'', "letter-of-credit right", "proceeds", "security" and "supporting 

obligation''. 

Section 1.2 Other Interpretive Provisions. With reference to this Agreement and each 

other Collateral Document, unless otherwise specified herein or in such other Collateral 

Document: 

(a) References to "Affiliates" include, with respect to any specified Person, 

only such 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) References to any document, instrument or agreement (including this 

Agreement) (a) 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 (b) 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. 

-5­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
(e) 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 ofthis Agreement. 

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

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

they are in fact followed by such words. 

(g) 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. 

(h) 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 


Reimbursement 


Section 2.1 Reimbursement. In accord;mce with Section 8.9, the Company agrees to 

pay to. the Purchase Money Notes Guarantor on the Distribution Date following any payment by 

the Purchase Money Notes Guarantor with respect to the Guaranteed Obligations, the amount of 

such payment (Provided, however, that any such payment by the Purchase Money Notes 

Guarantor occurring after the Determination Date immediately preceding such Distribution Date 

shall be payable on the second Distribution Date following such payment) payable in accordance 

with Section 5.1 ofthe Custodial and Paying Agency Agreement with interest accruing from the 

date the Purchase Money Notes Guarantor made the payment under the Purchase Money Notes 

Guaranty at a rate per annum equal to the Purchase Money Notes Interest Rate). All payments 

by the Company to the Purchase Money Notes Guarantor hereunder shall be made free and clear 

of set-off or counterclaim in lawful currency of the United States and .in immediately available 

funds. 

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

Agreement shall be absolute, unconditional and irrevocable, and shall be discharged strictly in 

accordance with the terms set forth herein, under all circumstances whatsoever, including, 

without limitation, the following circumstances: 

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

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

thereto; 

-6­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
(b) any amendment or waiver of or any consent to departure from all or any of 

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

Guaranty; · 

(c) the existence of any claim, setoff, defense or other right that the Company 

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

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

transaction; 

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

Purchase Money Notes Guaranty against demand of the Receiver that does not comply with the 

terms of the Purchase Money Notes Guaranty; and 

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

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

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

defense to the Company's obligations hereunder. 

ARTICLE III 


Security Interest 


Section 3.1 Granting of Security Interest. To secure the Company's payment and 

performance of the Secured Obligations and each Subsidiary Grantor's gu_aranty of payment of 

the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages 

and grants to the Secured Parties, subject to the terms of this Agreement and the Purchase Money 

Notes (and any substitute purchase money note that may be issued), a continuing security interest 

in, lien on and right of setoff against all of its right, title and interest in and to all accounts, 

chattel paper, deposit accounts, documents (as defined in the UCC), equipment, fixtures, general 

intangibles, Intellectual Property, instruments, insurance, inventory, investment property, letterof-credit rights, money (as defined in the UCC) and other personal property and any supporting 

obligations related thereto, in each case, whether now owned or hereafter acquired, regardless of 

whether such property is in the future subdivided into one or more groups to separately secure 

Company's and each Subsidiary Grantor's obligations hereunder, including: 

(a) the Mortgage Loans, including all future advances, if any, made with 

respect thereto; 

(b) the Mortgage Loan Documents; 

(c) all amounts payable to such Grantor pursuant to the Mortgage Loan 

Documents and all obligations owed to such Grantor in connection with the Mortgage Loans and 

the Mortgage Loan Documents; 

(d) 	 all Underlying Collateral, including all Acquired Property; 

-7­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
(e) all claims, suits, causes ofaction and any other right of such Grantor, 

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

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

under or in connection with the Mortgage Loans or the Mortgage Loan Documents or that is in 

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

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

connection with the Mortgage Loan Documents or the transactions related thereto or 

contemplated thereby; 

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

account of such Grantor under the Mortgage Loans, including all distributions received through 

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

a Borrower, Obligor or other obligor under or with respect to the Mortgage Loans, and any 

securities, interest, dividends or other property that may be distributed or collected with respect 

to any ofthe foregoing; 

(g) the Company Accounts and any other accounts established by the 

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

therein; 

(h) the equity interests in all Ownership Entities, subject· to the security 

interests in, lien on and right of setoff in favor of the Initial Member; 

(i) all of such Grantor's right, title and interest in and to all insurance 

policies; ·and 

(j) any and all distributions on, or proceeds or products ofor with respect to, 

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

property described in this Section 3.1, the "Collateral"). 

This grant of a security interest in the Collateral is expressly intended to remain in full force and 

effect from the date hereof until the Secured Obligations, as such may be modified in connection 

with the amendment of this Agreement, the Purchase Money Notes Guaranty or any Ancillary 

Document, have been satisfied in full. 

The Custodian, on behalf of the Collateral Agent, shall hold and retain possession of all of the 

Notes and all other Custodial Documents as set forth in Section 8.4 (except and to the extent the 

same are permitted to be removed from the Custodian's possession as provided in the Custodial 

and Paying Agency Agreement). The Company shall deliver to the Custodian within sixty (60) 

days after the Closing Date, (x) for each Mortgage Loan, an allonge, endorsed in blank, and 

executed by the Company (an "Allonge"), and (y) for each Mortgage Loan, a Mortgage 

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

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

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

-8­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
delivering such Allonges and Mortgage Assignments shall constitute Pre-Approved Charges for 

purposes of the Custodial and Paying Agency Agreement. The Collateral Agent may use the 

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

assignment of a mortgage to the Collateral Agent at any time ifan Event of Default occurs and is 

continuing. Notwithstanding anything in this Agreement to the contrary, if the Company (acting 

by and through the Manager in accordance with the applicable provisions of the LLC Operating 

Agreement) elects to remove any MERS Registered Mortgage from the MERS® System in 

accordance with the LLC Operating Agreement and the Contribution Agreement, then the 

Company shall execute and deliver to the Collateral Agent or the Custodian, as the case might 

be, the Allonge and Mortgage Assignment described above in this Section 3.1 promptly after the 

removal of such MERS Registered Mortgage from the MERS® System and take such other 

action so as to cause such MERS Registered Mortgage and all Underlying Collateral relating to 

such MERS Registered Mortgage to be and remain subject to the first priority security granted 

pursuant to this Agreement. 

Section 3.2 Mortgage Loan Defaults: Acuuisition of Collateral. 

(a) Discretion of the Company in Responding to Defaults of a Borrower. 

Upon the occurrence of an event of default under any of the Mortgage Loan Documents, but 

subject to the other terms and conditions of this Agreement, the Company shall cause to be 

determined the response to such default and course of action with respect to such default, 

including (i) the selection of attorneys to be used in connection with any action, whether judicial 

or otherwise, to protect the respective interests of the Company and the Collateral Agent in the 

applicable Mortgage Loan and the Underlying Collateral, (ii) the declaration and recording of a 

notice of such default and the acceleration of the maturity of the Mortgage Loan, (iii) the 

institution of Proceedings to foreclose the Mortgage Loan Documents securing the Mortgage 

Loan pursuant to the power of sale contained therein or through a judicial action, (iv) the 

institution ofProceedings against any Obligor, (v) the acceptance of a deed in lieu of foreclosure, 

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

or the purchase of the personal property Underlying Collateral at a UCC sale, and (vii) the· 

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

or any Obligor. 

(b) Acquisition of Collateral. Nothing in this Section 3.2 or anything else in 

this Agreement shall be deemed to affirmatively require any Grantor to cause to be acquired all 

or any portion of any Underlying Collateral with respect to which there exists any Environmental 

Hazard. Except as otherwise directed by the Company, the Company shall not permit the 

Servicer or any Subservicer to acquire or otherwise cause the Company or any subsidiary or 

other entity in which the Company owns any interest to acquire all or any portion of any 

Underlying Collateral having any actual or threatened Environmental Hazard known to the 

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

or otherwise. 

-9­

FDIC SFR 2010-3 

Reimbursement and S~curity Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Prior to acquisition of title to any commercial Underlying Collateral 

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

UCC, or otherwise), the Company shall, and prior to the acquisition of title to any residential 

Underlying Collateral (whether by foreclosure, deed in lieu of foreclosure, by power of sale or 

by sale pursuant to the UCC, or otherwise), the Company may cause to be commissioned with 

respect to such Underlying Collateral either (i) a Transaction Screen Process consistent with 

ASTM Standard E 1528-06, by an environmental professional or (ii) such other site inspections 

and assessments by a Person who regularly conducts environmental audits using customary 

industry standards as would customarily be undertaken or obtained by a prudent lender in order 

to ascertain whether there are any actual or threatened Environmental Hazards (a "Site 

Assessment"), and the cost of such Site Assessment shall be deemed to be a Servicing Expense 

as long as the costs for such Site Assessment were not paid to any Affiliate of the Company, or 

any Affiliate of the Servicer or any Subservicer. 

If title to any Underlying Collateral with respect to which there exists any 

Environmental Hazard is to be acquired by foreclosure, by deed in lieu of foreclosure, by power 

of sale or by sale pursuant to the UCC, or otherwise, title to such Underlying Collateral shall be 

taken and held in the name of an Ownership Entity, whether already in existence or formed by 

the Company for such purpose, provided that each Ownership Entity may only hold title to a 

single property constituting Underlying Collateral with respect to which there exists any 

Environmental Hazard known to the Company. The Company shall be the sole member of any 

Ownership Entity. The purposes of the Ownership Entity shall be to hold the Acquired Property 

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

Acquired Property as efficiently as possible in order to minimize financial loss to the Company 

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

designed to minimize financial loss to the Company and the Collateral Agent, in each case, in 

conformity with any applicable Business Plan. 

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

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

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

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

purpose. The Company shall be the sole member of any Ownership Entity. The purposes ofthe 

Ownership Entity shall be to hold the REO Property pending sale, to complete construction, if 

any, of such REO Property and to operate the REO Property as efficiently as possible in order to 

minimize financial loss to the Company and the Collateral Agent and to sell the REO Property as 

promptly as practicable in a way designed to minimize fmancial loss to the Company and the 

Collateral Agent, in each case, in conformity with any applicable Business Plan. 

Section 3.3 Continuing Security Interest. This Agreement shall create a continuing 

security interest in any and all of the Collateral and shall remain in full force and effect until the 

termination of the Purchase Money Notes Guaranty in accordance with its terms and the 

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

the Collateral Agent to create a continuing, perfected frrst priority security interest in the 

-10­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Collateral for the benefit of the Secured Parties. The release of the security interest in any or all 

of the Collateral, the taking or acceptance of additional security, or the resort by the Collateral 

Agent to any security it may have in any order it may deem appropriate, shall not affect the 

liability of any Person on the Secured Obligations secured hereby or the security interest and 

Lien granted hereby (other than in respect of the released Collateral). 

Section 3.4 Destruction of Collateral. No injury to, or loss or destruction of, the 

Collateral or any part thereof shall relieve any Grantor of any of its obligations hereunder or any 

ofthe Secured Obligations. 

Section 3.5 Releases of Underlying Collateral. Each Grantor is authorized to cause 

the release or assignment of any Lien granted to or held by such Grantor on any Underlying 

Collateral, solely to the extent necessary, (a) upon a fmal, nonappealable order of a court of 

competent jurisdiction permitting or directing disposition thereof, (b) upon payment of any 

Mortgage Loan in full and satisfaction in full of all of the secured obligations with respect to a 

Mortgage Loan or upon receipt of a discounted payoff as payment in full of a Mortgage Loan, (c) 

as is necessary in connection with the foreclosure on a Mortgaged Property, acceptance of a deed 

in lieu thereof or modification or restructuring of the terms thereof, (d) in connection with such 

Grantor's sale of a Mortgage Loan or any Underlying Collateral or (e) in the case of 

condominium units, individual land parcels and similar portions of the Underlying Collateral, as 

are permitted in, and to the extent required by, the applicable Mortgage Loan Documents; 

provided, however, that any such transaction is consistent with the Business Plan and the 

proceeds of such sale or disposition are applied in accordance with the Priority ofPayments. 

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

ratifies and retroactively authorizes any filing made on or prior to the date hereof, the filing, at 

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

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

such filing offices as the Collateral Agent may determine are necessary or advisable to perfect 

the security interest granted to it hereunder. Such financing statements may indicate the 

Collateral as all assets of such Grantor or words of similar effect as being of any equal or lesser 

scope or with greater detail or in any other manner as the Collateral Agent may determine is 

necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral 

granted to the Collateral Agent herein pursuant to the terms hereof. 

Section 3.7 Power of Attorney. Each Grantor hereby irrevocably appoints the 

Collateral Agent its lawful attorney-in-fact, with full authority in the place and stead of such 

Grantor and in the name of such Grantor, the Collateral Agent or otherwise, and with full power 

of substitution in the premises (which power of attorney, being coupled with an interest, is 

irrevocable for so long as this Agreement shall be in effect), from time-to-time in the Collateral 

Agent's discretion, following a failure by the Company to satisfy promptly its obligations 

pursuant to Section 3.1, Section 3.2, Section 4.10 or Section 4.11 ofthe Contribution Agreement 

as it relates to the preparing, furnishing, executing and/or recording of all relevant Transfer 

Documents and other documents as might be reasonably necessary to satisfy the transfer and 

-11­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
recording obligations of the Company pursuant to Section 3.1, Section 3.2, Section 4.10 or 

Section 4.11 of the Contribution Agreement, to execute, furnish and record all relevant Transfer 

Documents and other documents as might be reasonably necessary to satisfy such transfer and 

recording obligations ofthe Company. 

ARTICLE IV 


Events ofDefault 


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

reason for such Event ofDefault and whether it shall be voluntary or involuntary or be effected 

by operation of law or pursuant to any judgment, decree or order of any court or any order, rule 

or regulation of any administrative or governmental body) shall constitute an "Event of Default" 

hereunder: 

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

applicable, from the Initial Member of notice of the occurrence and continuance beyond any 

applicable cure periods of an "Event of Default" (pursuant to and as defmed in the LLC 

Operating Agreement); or 

(b) any material breach of a representation or warranty made by the 

Company in this Agreement, which remains unremedied for a period ofthirty (30) days or more 

after the date on which written notice of such breach requiring the same to be remedied shall 

have been given to the Company; or 

(c) the failure of the Company or the Manager to cause the liquidation 

of the Mortgage Loans and any Acquired Property in accordance with Section 11.2· upon the 

exercise of the rights ofthe Initial Member and the Purchase Money Notes Guarantor in Section 

11.1; or 

(d) any failure by the Company to cause the payment of any fees and 

expenses of the Custodian and the Paying Agent when due, which failure continues unremedied 

for a period of thirty (30) days or more after the date on which written notice of such failure 

requiring the same to be remedied shall have been given to the Company; or 

(e) any amount payable under Section 2.1 or Section 8.19 of this 

Agreement (including interest accrued through and including the Determination Date 

immediately preceding the Distribution Date on which such amount becomes payable) is not 

paid in full for any three (3) Distribution Dates occurring in a twelve (12) month period; or 

(f) any other failure (other than those specified in any of subsections 

(a) through (e) above) on the part of the Company duly to observe or perform in any material 

respect any other covenants or agreements on the part of the Company contained in this 

Agreement (including any obligations imposed upon any Servicer or Subservicer but excluding 

any failure to pay any amount payable pursuant to Section 2.1 ), which continues unremedied for 

-12­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
a period of thirty (30) days or more after the date on which written notice of such failure 

requiring the same to be remedied shall have been given to the Company; provided, however, 

that in the case of a failure that cannot be cured within thirty (30) days, the cure period shall be 

extended for an additional thirty (30) days if the Company can demonstrate to the reasonable 

satisfaction of the Purchase Money Notes Guarantor that the Company is diligently pursuing 

remedial action. 

ARTICLEV 


Remedies 


Section 5.1 Remedies. 

(a) If an Event of Default shall have occurred and be continuing: 

(i) The Purchase Money Notes Guarantor shall, upon the occurrence 

of an Event of Default, notify the Paying Agent thereof, and the Purchase Money Notes 

Guarantor, may in its sole discretion cause the Noteholders to declare the Purchase Money Notes 

to be immediately due and payable, by a notice in writing to the Company and the Paying Agent, 

and upon any such declaration the aggregate Notes Principal Balance, together with all other 

accrued and unpaid amounts in respect thereof through the date of acceleration, shall become 

immediately due and payable; provided, however, that with respect to an Event of Default due to 

the occurrence of any Insolvency Event (without regard to any cure period other than as may be 

provided for in the definition of Insolvency Event) with respect to the Company, the aggregate 

Notes Principal Balance shall automatically become immediately due and payable; 

(ii) The Purchase Money Notes Guarantor may institute Proceedings 

for the collection of all amounts then payable by the Company pursuant to Section 2.1 of this 

Agreement and the Collateral Agent may institute Proceedings for the collection of all other 

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

otherwise, enforce any judgment obtained, and collect from the Company moneys adjudged due; 

(iii) The Collateral Agent may institute Proceedings from time-to-time 

for the complete or partial foreclosure of the Collateral or collateral pursuant to any other 

. Collateral Document; 

(iv) The Collateral Agent may exercise any remedies of a secured party 

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

remedies ofthe Collateral Agent; 

(v) The Collateral Agent may sell the Collateral or any portion thereof 

or rights or interest therein; 

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

Operating Agreement has occurred, the Purchase Money Notes Guarantor may direct the Initial 

-13­

FDIC SFR 2010-3 


R,eimbursement and Security Agreement 


Pool Nos. 24020 and 24021 


13218941.7 
Member to exercise its right, and the Initial Member shall exercise such right, pursuant to the 

LLC Operating Agreement to terminate the Servicer (and any Subservicer) and cause the 

Manager to enter into a new Servicing Agreement with a servicer (a "Successor Servicer") 

selected by the Initial Member (in its sole and absolute discretion); 

(vii) If an "Event of Default" pursuant to and as defined in the LLC 

Operating Agreement has occurred, the Purchase Money Notes Guarantor may direct the Initial 

Member to exercise its right, and the Initial Member shall exercise its right, pursuant to the LLC 

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

the Initial Member (in its sole and absolute discretion); 

(viii) The Initial Member may institute Proceedings from time-to-time 

for the complete or partial foreclosure of any equity interests in the Company that have been 

pledged to the Initial Member pursuant to the LLC Operating Agreement to secure the 

Company's obligations thereunder; 

(ix) If an "Event of Default" pursuant to and as defmed in the LLC 

Operating Agreement has occurred, the Purchase Money Notes Guarantor may direct the Initial 

Member to exercise its right, and the Initial Member shalLexercise its right, pursuant to the LLC 

Operating Agreement, to require the Private Owner to sell it's equity interest to the Initial 

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

Operating Agreement; and 

(x) The Collateral Agent may institute Proceedings for the collection 

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

for the enforcement of any judgment and for the collection from such Subsidiary Grantor of any 

monies adjudged due. 

(b) Appointment of Successor Servicer. · If the Initial Member exercises its 

right to appoint a Successor Servicer pursuant to Section 5.1(a)(vi), the costs and expenses 

associated with such Successor Servicer (including any servicing fees) shall be home by the 

Manager (and not the Initial Member or the Company), and no termination or other fee shall be 

due to the Manager or the Servicer or any Subservicer in connection with or as a result of any 

such action. All authority and power of the Manager to act with respect to the terminated 

Servicer shall pass to and be vested in the Initial Member pursuant to this Article V and, without 

limitation, the Initial Member is hereby authorized and empowered, as attorney-in-fact or 

otherwise, to execute and deliver, on behalf of and at the expense of the Manager, any and all 

documents and other instruments and to do or take any and all acts necessary or appropriate to 

effect the termination of the Servicer and the replacement of the Servicer with a Successor 

Servicer. 

(c) Cooperation to Facilitate Transfer. In any event, if a Servicer or 

Subservicer is terminated pursuant to the provisions of this Article V, the Manager shall, and 

shall cause any Servicer (and any Subservicer) to, provide the Initial Member and the Purchase 

-14­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Money Notes Guarantor and any successor Servicer in a timely manner with all documents, 

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

Member, the Purchase Money Notes Guarantor or any Successor Servicer to enable it and any 

Successor Servicer to assume the responsibilities as servicer, and to cooperate with the Initial 

Member and the Purchase Money Notes Guarantor in effecting the termination of any Servicer 

(or Subservicer), including (i) the transfer within one (1) Business Day of all cash amounts that, 

at the time, shall be or should have been credited to the Collection Account or are thereafter 

received with respect to any Mortgage Loans or Acquired Property, (ii) the transfer of all 

lockbox accounts with respect to which payments or other amounts with respect to the Mortgage 

Loans are directed or the redirection of all such payments and other amounts to such account as 

the Initial Member or the Purchase Money Notes Guarantor might specify, and (iii) the 

assignment to the Collateral Agent of the right to access all such lockbox accounts, the Company 

Accounts and any other account into which Mortgage Loan Proceeds or Borrower escrow or 

other payments are deposited or held; provided, however, that the documents, records and data 

delivered by the Servicer (and any Subservicer) to the Initial Member and the Purchase Money 

Notes Guarantor and any successor Servicer pursuant to this Section 5.1(c) shall be limited to 

those documents in such Servicer's possession at the time of such transfer or which the Servicer 

acquires thereafter and shall not include or be deemed to include any documents, records or data 

in the possession of the Custodian. The Manager shall be liable for all costs and expenses 

incurred by the Initial Member, the Purchase Money Notes Guarantor and the Collateral Agent 

(I) associated with the complete transfer of the servicing data, (II) associated with the 

completion, correction or manipulation of servicing data as may be required to correct errors or 

insufficiencies in the servicing data to enable the Collateral Agent and any successor Servicer 

(and any Subservicer) to service the Mortgage Loans and Acquired Property properly and 

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

Subservicer). Within a reasonable time after receipt of a written request of the Manager for the 

same, the Initial Member, the Purchase Money Notes Guarantor and the Collateral Agent shall 

provide reasonable documentation evidencing such costs and expenses. 

Section 5.2 Application of Proceeds. If the Collateral Agent collects any money or 

property pursuant to Section 5.1 of this Agreement, it shall pay out the money in the order set 

forth in the Priority of Payments, notwithstanding anything in the Purchase Money Note, the 

Purchase Money Notes Guaranty, the Servicing Agreement or the Contribution Agreement to the 

contrary. 

-15­

FDIC SFR 201D-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Section 5.3 Sale ofCollateral. 

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

of the Collateral shall not be exhausted by any one or more Sales as to any portion of the 

Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have 

been sold or all Secured Obligations shall have been paid. The Collateral Agent from time-totime may postpone any public Sale by public announcement made at the time and place of such 

Sale. The Collateral Agent hereby expressly waives its right to any amount fixed by law as 

compensation for any Sale. 

(b) In connection with a Sale of all or any portion ofthe Collateral: 

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

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

dispose of such property, without further accountability; 

(ii) The Collateral Agent may bid for and acquire the property offered 

for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the 

extent permitted by, applicable Law in connection therewith, may purchase all or any portion of 

the Collateral in a private sale, and, in lieu ofpaying cash therefor, may make settlement for the 

purchase price by crediting the gross Sale price against the sum of (A) the amount which would 

be distributable to the Collateral Agent as a result of such Sale in accordance with Section 5.2 on 

the Distribution Date next succeeding the date of such Sale and (B) the expenses of the Sale and 

of any Proceedings in connection therewith which are reimbursable to it; 

(iii) The Collateral Agent shall execute and deliver an appropriate 

instrument of conveyance prepared by the Servicer transferring its interest in any portion of the 

Collateral in connection with a Sale thereof; 

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

Agreement, appointed the agent and attorney-in-fact of each Grantor to transfer and convey its 

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

necessary to effect such Sale; and 

(v) No purchaser or transferee at such a Sale shall be bound to 

ascertain the Collateral Ager{t's authority, inquire into the satisfaction of any conditions 

precedent or see to the application of any monies. 

Section 5.4 No Impairment of Action. The Collateral Agent's right to seek and 

recover judgment pursuant to this Agreement shall not be affected by the seeking, obtaining or 

application of any other relief under or with respect to this Agreement. Neither the Lien ofthis 

Agreement nor any rights or remedies of the Collateral Agent shall be impaired by the recovery 

of any judgment by the Collateral Agent against any Grantor or by the levy of any execution 

under such judgment upon any portion of the Collateral or upon any of the assets of such 

-16­

FDIC SFR2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Grantor. Any money or property collected by the Collateral Agent shall be applied in 

accordance with Section 5.2. 

Section 5.5 Remedies Cumulative: Waiver. Each of the Collateral Agent's, the 

Purchase. Money Notes Guarantor's and the Initial Member's rights pursuant to this Agreement 

shall be in addition to, and not in limitation or exclusion of, any other rights and remedies that it 

may have (whether by operation of law, in equity, under contract or otherwise) and withm~t 

prejudice and in addition to any right of setoff, recoupment, combination of accounts, Lien or 

other right to which it is at any time entitled. Each of the Collateral Agent, the Purchase Money 

Notes Guarantor and the Initial Member may enforce any of its remedies pursuant to this 

Agreement successively or concurrently in its sole discretion. No delay or failure on the part of 

the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member to exercise any 

right or remedy to which it may become entitled hereunder upon an Event of Default shall 

constitute abandonment or waiver of any such right and the Collateral Agent, the Purchase 

Money Notes Guarantor or the Initial Member shall be entitled to exercise such right or remedy 

at any time during the continuance of an Event of Default. 

Section 5.6 Waiver of Certain Rights and Remedies. To the extent permitted under 

applicable Law, each Grantor hereby waives all rights and remedies of a debtor or grantor under 

the UCC or other applicable Law, and all formalities prescribed by law relative to the sale or 

disposition of the Collateral (other than notice of sale and any other formalities expressly 

provided in this Agreement), after the occurrence and during the continuation of an Event of 

Default and, except as otherwise set forth herein, all other rights and remedies of such Grantor 

with respect thereto. 

.ARTICLE VI 

Guaranty 

Section 6.1 Guaranty. 

(a) Each Grantor hereby, jointly and severally, unconditionally and 

irrevocably, guaranties to the Collateral Agent, for the benefit of the Secured Parties and their 

respective successors, indorsees, transferees and assigns, the prompt and complete payment and 

performance by the Company when due (whether at the stated maturity, by acceleration or 

otherwise) ofthe Secured Obligations. 

(b) Anything herein or in any other Ancillary Document to the contrary 

notwithstanding, the maximum liability ofeach Grantor hereunder and under the Ancillary 

Documents shall in no event exceed the amount which can be validly guarantied by such 

Grantor, if any, under applicable federal and state laws relating to the insolvency ofdebtors 

(after giving effect to the right of contribution established in Section 6.2 of this Agreement). 

(c) Each Grantor agrees that the Secured Obligations may at any time and 

-17­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

1321&941.7 
from time-to-time exceed the amount of the liability ofsuch Grantor hereunder without 

impairing the guaranty contained in this Section 6.1 or affecting the rights and remedies ofthe 

Secured Parties pursuant to this Agreement. 

(d) The guaranty contained in this Section 6.1 shall remain in full force and 

effect until the termination ofthis Agreement, notwithstanding that from time-to-time prior 

thereto, the Company may be free from any Secured Obligations. 

(e) No payment made by the Company, any Grantor, any other guarantor or 

any other Person or received or collected by the Secured Parties from the Company, any Grantor, 

any other guarantor or any other Person by virtue of any action or proceeding or any set-off or 

appropriation or application at any time or from time-to-time in reduction of or in payment of the 

Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability 

of any Grantor pursuant to this Agreement, which shall remain, notwithstanding any such 

payment (other than any payment made by such Grantor in respect of the Secured Obligations or 

any payment received or collected from such Grantor in respect of the Secured Obligations), 

liable for the Secured Obligations up to the maximum liability ofsuch Grantor pursuant to this 

Agreement until the termination ofthis Agreement. 

Section 6.2 Right ofContribution. Each Grantor hereby agrees that to the extent that a 

Grantor shall have paid more than its proportionate share of any payment made hereunder, such 

Grantor shall be entitled to seek and receive contribution from and against any other Grantor 

hereunder which has not paid its proportionate share of such payment. Each Grantor's right of 

contribution shall be subject to the terms and conditions of Section 6.3. The provisions of this 

Section 6.2 shall in no respect limit the obligations and liabilities of any Grantor to the Secured 

Parties, and each Grantor shall remain liable to the Secured Parties for the full amount guarantied 

by such Grantor pursuant to this Agreement. 

Section 6.3 No Subrogation. Notwithstanding any payment made by any Grantor 

hereunder or any set-off or application of funds of any Grantor by the Secured Parties, no 

Grantor shall be entitled to be subrogated to any ofthe rights of the Secured Parties against the 

Company or any other Grantor or any collateral security or guaranty or right of offset held by 

any Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be 

entitled to seek any contribution or reimbursement from the Company or any other Grantor in 

respect ofpayments made by such Grantor hereunder, until the termination of this Agreement. If 

any amount shall be paid to any Grantor on account of such subrogation, contribution or 

reimbursement rights at any time when all of the Secured Obligations shall not have been paid in 

full, such amount shall constitute Mortgage Loan Proceeds and shall be held by such Grantor in 

trust for the Secured Parties, segregated from other funds of such Grantor, and shall, immediately 

upon receipt by such Grantor, be deposited into the Collection Account, to be applied in 

accordance with the Priority ofPayments. 

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

Grantor shall remain obligated pursuant to this Agreement notwithstanding that, without any 

-18­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
reservation of rights against any Grantor and without notice to or further assent by any Grantor, 

any demand for payment of any ofthe Secured Obligations made by the Collateral Agent or the 

Purchase Money Notes Guarantor may be rescinded by such Person and any ofthe Secured 

Obligations continued, and the Secured Obligations, or the liability of any other Person upon or 

for any part thereof, or any collateral security or guaranty therefor or right of offset with respect 

thereto, may, from time-to-time, in whole or in part, be renewed, extended, amended, modified, 

accelerated, compromised, waived, surrendered or released by the Collateral Agent or the 

Purchase Money Notes Guarantor, and the Purchase Money Notes Guaranty, the Purchase 

Money Notes and the other Ancillary Documents and any other documents executed and 

delivered in connection therewith may be amended, modified, supplemented or terminated, in 

whole or in part, as the Collateral Agent or the Purchase Money Notes Guarantor may deem 

reasonably advisable from time-to-time, and any collateral security, guaranty or right of offset at 

any time held by the Collateral Agent for the payment ofthe Secured Obligations may be sold 

(in the case of any such collateral security), exchanged, waived, surrendered or released. The 

Collateral Agent shall not have any obligation to protect, secure, perfect or insure any Lien at 

any time held by it as security for the Secured Obligations or for the guaranty contained in this 

Article VI or any property subject thereto. 

Section 6.5 Guaranty Absolute and Unconditional. Each Grantor waives any and all 

notice ofthe creation, renewal, extension or accrual of any ofthe Secured Obligations and notice 

ofor proof of reliance by the Collateral Agent upon the guaranty contained in this Article VI or 

acceptance ofthe guaranty contained in this Article VI; the Secured Obligations, and any of 

them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, 

extended, amended, modified or waived, in reliance upon the guaranty contained in this Article 

VI and the grant ofthe security interests pursuant to Section 3.1; and all dealings between the 

Company and any ofthe Grantors, on the one hand, and the Collateral Agent, on the other hand, 

likewise shall be conclusively presumed to have been had or consummated in reliance upon the 

guaranty contained in this Article VI and the grant ofthe security interests pursuant to Section 

3 .1. Each Grantor waives diligence, presentment, protest, demand for payment and notice of 

default or nonpayment to or upon the Company or any of the Grantors with respect to the 

Secured Obligations. Each Grantor understands and agrees that the guaranty contained in this 

Article VI and the grant ofthe security interests pursuant to Section 3.1 shall be, and shall be 

construed to be, a continuing, absolute and unconditional guaranty ofpayment and performance 

without regard to (a) the validity or enforceability ofthe Purchase Money Notes Guaranty, the 

Purchase Money Notes or any other Ancillary Document, any ofthe Secured Obligations or any 

other collateral security therefor or guaranty or right of offset with respect thereto at any time or 

from time-to-time held by the Collateral Agent, for the benefit of the Secured Parties, (b) any 

defense, set-off or counterclaim (other than a defense of payment or performance) which may at 

any time be available to or be asserted by the Company or any other Person against the Collateral 

Agent, or (c) any other circumstance whatsoever (with or without notice to or knowledge ofthe 

Company or such Grantor) which constitutes, or might be construed to constitute, an equitable or 

legal discharge ofthe Company for the Secured Obligations, or of such Grantor under the 

guaranty contained in this Article VI and the grant ofthe security interests pursuant to Section 

3.1, in bankruptcy or in any other instance. When making any demand hereunder or otherwise 

-19­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
pursuing its rights and remedies hereunder against any Grantor, the Collateral Agent may, but 

shall be under no obligation to, make a similar demand on or otherwise pursue such rights and 

remedies as it may have against the Company, any Grantor or any other Person or against any 

collateral security or guaranty for the Secured Obligations or any right ofoffset with respect 

thereto, and any failure by the Collateral Agent to make any such demand, to pursue such other 

rights or remedies or to collect any payments from the Company, any Grantor or any other 

Person or to realize upon any such collateral security or guaranty or to exercise any such right of 

offset, or any release of the Company, any Grantor or any other Person or any such collateral 

security, guaranty or right· ofoffset, shall not relieve any Grantor of any obligation or liability 

hereunder, and shall not impair or affect the rights and remedies, whether express, implied or 

available as a matter oflaw, of the Collateral Agent against any Grantor. For the purposes of this 

Agreement, "demand" shall include the commencement and continuance of any legal 

Proceedings. 

Section 6.6 Reinstatement. The guaranty contained in this Article VI shall continue to 

be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of 

any of the Secured Obligations is rescinded or must otherwise be restored or returned by the 

Collateral Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of 

the Company or any Grantor, or upon or as a result ofthe appointment of a receiver, intervenor 

or conservator of, or trustee or similar officer for, the Company or any Grantor or any substantial 

part of its property, or otherwise, all as though such payments had not been made. 

Section 6.7 Payments. Each Grantor hereby guaranties that payments pursuant to this 

Article VI will constitute Mortgage Loan Proceeds and shall be deposited into the Collection 

Account, to be applied in accordance with the Priority ofPayments. 

Section 6.8 Information. Each Grantor assumes all responsibility for being and 

keeping itself reasonably informed of the Company's and each other Grantor's financial 

condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the 

Secured Obligations and the nature, scope and extent ofthe risks that such Grantor assumes and 

incurs hereunder, and agrees that neither the Collateral Agent nor any other Secured Party will 

have any duty to advise such Grantor of information known to it or any ofthem regarding such 

circumstances or risks. 

ARTICLE VII 


R~resentations And Warranties 


Section 7.1 Representations and Warranties. Each Grantor hereby represents and 

warrants to the Purchase Money Notes Guarantor and the Collateral Agent as of the date hereof 

and at all times while the Secured Obligations remain unsatisfied and undischarged in full, that: 

(a) This Agreement has been duly executed by such Grantor and constitutes a 

legal, valid and binding obligation of such Grantor, enforceable against such Grantor m 

-20­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
accordance with its terms, except as such enforceability may be limited by the Debtor Relief 

Laws and by general principles of equity; 

(b) There are no actions, suits, Proceedings, claims or disputes pending or, to 

the knowledge of such Grantor, threatened in writing, at law, in equity, in arbitration or before 

any Governmental Authority affecting such Grantor or any of its properties or revenues that may 

adversely affect the grant by such Grantor, or the perfection, ofthe security interest purported to 

be created hereby in the Collateral, or the exercise by the Collateral Agent or the Purchase 

Money Notes Guarantor of any of its rights or remedies hereunder; 

(c) The Grantors are and shall be at all times the sole and exclusive owners of, 

or otherwise have and will have rights in, the Collateral free and clear of any Lien other than 

Liens in favor of the Collateral Agent and other Liens expressly permitted pursuant to the 

Ancillary Documents. No effective financing statement or other instrument similar in effect 

covering all or any part ofthe Collateral (except in favor ofthe Collateral Agent) is on file in any 

recording or filing office; 

(d) The transactions provided for in this Agreement (i) have been duly 

authorized by all requisite limited liability company action, and (ii) do not and shall not (A) 

violate (1) any applicable provision of any Law or of the certificate offormation or operating 

agreement of such Grantor, (2) any order of any Governmental Authority or arbitrator or (3) any 

material provision of any indenture or any agreement or other instrument to which such Grantor 

is a party or by which it or the Collateral is or may be bound, (B) be in conflict with, result in a 

breach of or constitute (alone or with notice or lapse oftime or both) a default pursuant to any 

such indenture or agreement or other instrument, (C) result in the creation or imposition of any 

security interest in or Lien upon the Collateral (other than the security interest and Lien created 

thereon pursuant to this Agreement) or (D) require the consent of any party for the granting of 

the security interest created hereby; 

(e) No authorization or approval or other action by, and no notice to or filing 

with, any Governmental Authority or other regulatory body, or any other Person, is required on 

the date hereof for (i) the due execution, delivery and performance by such Grantor of this 

Agreement, (ii) the grant by such Grantor of the security interest purported to be created hereby 

in the Collateral or (iii) the exercise by the Collateral Agent or the Purchase Money Notes 

Guarantor of any of its rights and remedies hereunder. No authorization or approval or other 

action by, and no notice to or filing with, any Governmental Authority or other regulatory body, 

or any other Person, is required for the perfection ofthe security interest purported to be created 

hereby in the Collateral, except for the (A) filing of a UCC-1 fmancing statement properly 

describing the Collateral and identifying such Grantor and the Collateral Agent in the applicable 

jurisdiction required pursuant to the UCC, (B) execution and delivery of the Account Control 

Agreements pursuant to the UCC, (C) execution and delivery by the Custodian of the Custodial 

and Paying Agency Agreement containing an acknowledgment by the Custodian that it holds 

possession ofthe Custodial Documents for the Collateral Agent's benefit, and (D) taking of any 

action required to maintain continuing perfection with respect to proceeds which cannot be 

-21­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
perfected by the filing of financing statements under the UCC (subclauses (A), (B), (C) and (D), 

each a "Perfection Requirement" and collectively, the "Perfection Requirements"); and 

(f) This Agreement creates a legal, valid and enforceable security interest in 

favor ofthe Collateral Agent, for the benefit of the Secured Parties, in the Collateral, as security 

for the Secured Obligations. The compliance with the Perfection Requirements will result in the 

perfection of such security interests. After compliance with the Perfection Requirements, such 

security interests, including in the case of Collateral in which such Grantor obtains rights after 

the date hereof, shall be perfected, first priority security interests. Such Perfection Requirements 

and all other action necessary or desirable to perfect and protect such security interest have been 

duly made or taken, except for the· other filings and recordations and actions described in Section 

7.l(e) above. 

ARTICLEVIll 


Covenants 


Section 8.1 Company Accounts. The Company shall establish and maintain with the 

Paying Agent the Company Accounts (excluding the Escrow Accounts, which shall be 

established and maintained by the Servicer). 

Section 8.2 Grantor Status: Licensing. The Company shall, at all times, constitute a 

limited liability company organized under the laws of the State of Delaware and a Single 

Purpose Entity. Each Subsidiary Grantor shall at all times be a Single Purpose Entity. As soon 

as reasonably practical after the Closing Date, the Company (on its own behalf or, if applicable, 

on behalf of the Ownership Entities which hold Acquired Property) shall apply for and, 

thereafter, use its reasonable best efforts to obtain as quickly as possible, and maintain, all such 

licenses as are required to conduct its business, including qualifications to conduct business in 

jurisdictions other than Delaware and licenses to purchase, own or service the Mortgage Loans 

and, if applicable, operate, map.age, lease and dispose of Acquired Property, if the failure to so 

obtain such licenses would reasonably be expected to result in the imposition of fines, penalties 

or other liabilities on the Company, claims and defenses being asserted against the Company 

(including counterclaims and defense asserted by Borrowers), or materially adversely affect the 

Company or the Company's ability to foreclose on the Underlying Collateral securing or 

otherwise realize the full value of any Mortgage Loan or Acquired Property. 

Section 8.3 LLC Operating Agreement. The Company {a) shall at all times have in 

effect and be subject to the LLC Operating Agreement, (b) except as is otherwise expressly 

permitted therein, shall not amend or modify in any material respect the LLC Operating 

Agreement without the prior written approval of the Purchase Money Notes Guarantor, and (c) 

shall not enter into or allow itself to become subject to any other constituent documents 

inconsistent with any terms ofthe LLC Operating Agreement. 

-22­

FDIC SFR2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Section 8.4 Custodian. The Company shall retain the Custodian and shall enter into 

and at all times be a party to a Custodial and Paying Agency Agreement with the Custodian. The 

Custodian at all times shall have custody and possession of the Notes and other Custodial 

Documents to the extent required pursuant to the Custodial and Paying Agency Agreement. At 

no time shall the Company have more than one Custodian. The fees and expenses paid to the 

Custodian shall be no more than market rates and the Custodian shall be terminable by the 

Purchase Money Notes Guarantor upon no more than thirty (30) days notice without cause 

thereunder. In the event that the Company (or any Servicer or Subservicer) removes any Notes 

or other Custodial Documents from the possession ofthe Custodian (which shall be done only in 

accordance with the Custodial and Paying Agency Agreement), (a) any loss or destruction of or 

damage to such Notes or Custodial Documents shall be the liability ofthe Company (who, along 

with the Servicer and any Subservicer shall be responsible for safeguarding such Notes and 

Custodial Documents), and (b) such Notes and Custodial Documents shall be returned to the 

Custodian within the time provided under the UCC to maintain the Collateral Agent's perfection 

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

with the modification or restructuring of a Mortgage Loan, the modified or restructured Notes 

and other Custodial Documents removed in connection therewith shall be returned to the 

Custodian as soon as possible following the completion ofthe restructuring or modification (and, 

in any event, in accordance with clause (b) of the immediately preceding sentence). The 

Company shall ensure that the Purchase Money Notes Guarantor receives a copy of each 

demand, notice or other communication given pursuant to the Custodial and Paying Agency 

Agreement at the time that such notice or other communication is given thereunder. 

Section 8.5 Compliance with Law. Each Grantor shall, at all times, comply with 

applicable Law in connection with the performance of its obligations pursuant to this Agreement. 

Section 8.6 Servicer. The Company shall at all times cause the Servicing Obligations 

to be performed by a Servicer or a Subservicer, each of which shall be a Qualified Servicer. 

Section 8.7 Certain Restrictions. The Company shall not: 

(a) at any time, without limiting its obligation to constitute a Single Purpose 

Entity, incur any Indebtedness (other than the Excess Liquidity Advances and Indebtedness 

evidenced by the Purchase Money Notes and pursuant to this Agreement); 

(b) dissolve or liquidate at any time prior to such time as the Company makes 

the Final Distribution and this Agreement is terminated; 

(c) (i) file a voluntary petition for bankruptcy, (ii) file a petition or answer 

seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or 

similar relief under any Law, (iii) make an assignment for the benefit of creditors, (iv) seek, 

consent or acquiesce in the appointment of a trustee, receiver or liquidator for all or any 

substantial part of its properties, (v) file an answer or other pleading admitting or failing to 

contest the material allegations of (A) a petition filed against it in any proceeding described in 

-23­

FDIC SFR2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
clause (i) through (iv), or (B) any order adjudging it a bankrupt or insolvent or for relief against 

it in any bankruptcy or insolvency proceeding, or (vi) allow itself to become unable to pay its 

obligations as they become due or allow the sum of its debts to be greater than all of its property, 

at a fair valuation; or 

(d) place or permit (voluntarily or involuntarily) any Lien to be placed on any 

of the Collateral (other than the security interest granted to the Collateral Agent hereunder and 

Liens expressly permitted pursuant to the Ancillary Documents), or take any action to interfere 

with the Collateral Agent's rights as a secured party with respect to the Collateral. 

Section 8.8 Change in Jurisdiction. Name, Location or Identity. Subject to Section 

8.2, in the case of the Company, each Grantor agrees to provide the Collateral Agent with not 

less than ten (10) days' prior written notice of any change (a) in the jurisdiction in which it is 

organized, (b) in its company name, (c) in the location of its principal place of business, or (d) in 

its federal taxpayer identification number. Each Grantor agrees not to effect or permit any 

change referred to in the preceding sentence unless all filings have been made under the UCC (or 

Uniform Commercial Code in effect in such jurisdiction) or otherwise that are required in order 

for the Collateral Agent, following such change, to continue to have a valid, legal and perfected 

frrst priority security interest in the Collateral to the extent a security interest therein may be 

perfected by filing pursuant to the UCC (or Uniform Commercial Code in effect in such 

jurisdiction). 

Section 8.9 Payment of Principal on Purchase Money Note; Reimbursement of 

Collateral Agent. The Company shall duly and punctually pay, or cause the Custodian to pay, 

the principal and interest of the Purchase Money Notes as such principal and interest comes due 

in accordance with the terms of the Purchase Money Notes, this Agreement and the Custodial 

and Paying Agency Agreement. On each Distribution Date, the Company shall direct the 

Custodian to distribute amounts on deposit in the Distribution Account to the Collateral Agent in 

payment of any amounts owed by the Company to the Purchase Money Notes Guarantor or 

Collateral Agent pursuant to this Agreement, subject to the priority of payments set forth in 

Section 5.1 ofthe Custodial and Paying Agency Agreement. 

Section 8.10 Protection of Collateral: Further Assurances. From time-to-time, at its 

cost and expense, each Grantor promptly shall execute and deliver all further instruments and 

documents, and take all further action, that may be necessary, or that the Collateral Agent may 

reasonably request, in order to perfect, to ensure the continued perfection of, and to protect the 

assignment and security interest granted or intended to be granted hereby or to enable the 

Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any 

Collateral. 

Section 8.11 Guaranties and Mortgages. If any Subsidiary (as such term is defined in 

the LLC Operating Agreement) of the Company acquires any REO Property after the Closing' 

Date, then, within fifteen (15) Business Days after written demand by the Purchase Money Notes 

Guarantor, the Company promptly shall cause such Subsidiary to execute and deliver to the 

-24­

FDIC SFR2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

1321&941.7 
Collateral Agent (in addition to the Joinder Agreement provided for in Section 8.12) an REO 

Mortgage with respect to such REO Property in favor of the Collateral Agent for the benefit of 

the Secured Parties in form and substance satisfactory to the Collateral Agent (which mortgage 

shall (a) secure all ofthe Secured Obligations (or, in jurisdictions with a mortgage recording tax 

that would be payable on the full amount of the Secured Obligations, such portion or components 

of the Secured Obligations as the Collateral Agent shall reasonably require), (b) provide for a 

release price (or, in the case of REO Property consisting of condominiums or cooperative units 

or separate land parcels, release prices for individual units or parcels) based on the Business Plan 

or otherwise satisfactory to the Collateral Agent and (c) shall contain such other provisions (in 

addition to those included in the Mortgage Loan Documents) as the Collateral Agent shall 

require in light of the particular nature or characteristics of such REO Property). Such REO 

Mortgage shall be accompanied by such related documentation and deliveries as the Collateral 

Agent reasonably may request, each in form and substance satisfactory to the Collateral Agent, 

including, without limitation, opinions of counsel, lender's policies of title insurance (together 

with all endorsements thereto reasonably required by the Collateral Agent, including 

endorsements with respect to future advances), amendments to the Ancillary Documents deemed 

necessary or advisable by the Collateral Agent to reflect the particular nature and characteristics 

of the REO Property in question and the requirements of local law and such additional items as 

an institutional lender would customarily require in a construction or permanent, as applicable, 

loan transaction involving a property similar to such REO Property (all of the foregoing to be in 

form and substance satisfactory to the Collateral Agent). Such REO Mortgage shall be duly 

recorded or filed in such manner and in such places as are required by applicable law to 

establish, perfect, preserve and protect the Liens in favor of the Collateral Agent granted 

pursuant to such REO Mortgage, and all taxes, fees and other charges payable in connection 

therewith shall be paid in full. The cost of preparing, negotiating and recording such REO 

Mortgage (including mortgage recording taxes) and the costs associated with such additional 

documentation and deliverables shall be Servicing Expenses. At the Company's request, the 

Collateral Agent shall prepare and deliver to the Company a form of REO Mortgage that (with 

such modifications as the Collateral Agent shall agree to in its sole discretion) shall serve as a 

model for subsequent REO Mortgages (subject to changes necessary or advisable, in the 

Collateral Agent's judgment, to reflect local law and the particular nature and characteristics of 

the REO Property in que~tion). Notwithstanding anything to the contrary contained in the 

foregoing, with respect to Acquired Property consisting of REO Property on the date hereof, the 

Company shall deliver (and/or shall cause the applicable Ownership Entity to deliver) to the 

Collateral Agent the REO Mortgages and other items required to be delivered pursuant to this 

Section 8.11 within thirty (30) days after the Closing Date. 

Section 8.12 Additional Grantors. If the Company shall form any Subsidiary, the 

Company shall cause such Subsidiary to become a Subsidiary Grantor pursuant to this 

Agreement, such Subsidiary shall execute and deliver to the Collateral Agent a Joinder 

Agreement substantially in the form of Exhibit A and shall thereafter for all purposes be a party 

hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing 

Date. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected 

-25­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
or diminished by the addition or release of any other Grantor hereunder, nor by any election of 

the Collateral Agent not to cause any Subsidiary (as defmed in the LLC Operating Agreement) 

of the Company to become a Grantor hereunder. This Agreement shall be fully effective as to 

any Grantor that is or becomes a party hereto regardless ofwhether any other Person becomes or 

fails to become or ceases to be a Grantor hereunder. 

Section 8..13 Transaction with Affiliates. No Grantor shall enter into any transaction 

with any Affiliate, except as expressly permitted pursuant to Section 3.5 of the LLC Operating 

Agreement, without the prior written consent of the Collateral Agent. 

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

(a) Maintenance of Books and Records. The Company shall cause to be kept 

and maintained (including by the Servicer and any Ownership Entity and including records 

transferred by the Receiver to the Company in connection with its conveyance of the Mortgage 

Loans and any Acquired Property to the Company pursuant to the Contribution Agreement), at 

all times, at the Company's chief executive office, a complete and accurate set of files, books 

and records regarding the Collateral, the Mortgage Loans, the Underlying Collateral and the 

Acquired Property and the Company's, any Ownership Entity's and the Collateral Agent's 

interests in the Collateral, the Mortgage Loans, the Underlying Collateral and the Acquired 

Property, including records relating to the Company Accounts and the disbursement of all 

Mortgage Loan Proceeds. This obligation to maintain a complete and accurate set of records 

shall encompass all files in the Company's custody, possession or control pertaining to the 

Collateral, the Mortgage Loans, the Underlying Collateral and the Acquired Property, including 

(except as required to be held by the Custodian pursuant to the Custodial and Paying Agency 

Agreement) all original and other documentation pertaining to the Collateral, the Mortgage 

Loans, the Underlying Collateral and the Acquired Property, all documentation relating to items 

of income and expense pertaining to the Collateral, the Mortgage Loans, the Underlying 

Collateral and the Acquired Property, and all of the Company's (and the Servicer's and each 

Subservicer's) internal memoranda pertaining thereto. The books of account shall be ~aintained 

in a manner that provides sufficient assurance that: (i) transactions of the Company are executed 

in accordance with the general or specific authorization of the Manager consistent with the 

provisions of the LLC Operating Agreement and the other Ancillary Documents; and (ii) 

transactions of the Company are recorded in such form and manner as will (A) permit 

preparation of federal, state and local income and franchise tax returns and information returns in 

accordance with the LLC Operating Agreement and the other Ancillary Documents and as 

required by Law; (B) permit preparation of the Company's financial statements in accordance 

with GAAP and as otherwise set forth in the LLC Operating Agreement and the other Ancillary 

Documents; and (C) maintain accountability for the Company's assets. 

(b) Retention of Books and Records. The Company shall cause all such 

books and records to be maintained and retained until the date that is the later often (10) years 

after the Closing Date or three (3) years after the date on which the Final Distribution is made. 

All such books and records shall be available during such period for inspection by the Collateral 

-26­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Agent or the Purchase Money Notes Guarantor or their respective representatives (including any 

Governmental Authority) and agents at the chief executive office of the Company at all 

reasonable times during business hours on any Business Day (or, in the case of any such 

inspection after the term hereof, at such other location as is provided by notice to the Collateral 

Agent and the Purchase Money Notes Guarantor), in each instance upon not less than two (2) 

Business Days' prior notice to the Company unless an Event of Default shall have occurred and 

be continuing. Upon request by the Collateral Agent or the Purchase Money Notes Guarantor, 

the Company, at the sole cost and expense ofthe Collateral Agent or the Purchase Money Notes 

Guarantor, as the case might be, promptly shall send copies (the number of copies ofwhich shall 

be reasonable) of such books and records to the Collateral Agent or the Purchase Money Notes 

Guarantor. The Company shall provide the Collateral Agent and the Purchase Money Notes 

Guarantor with reasonable advance notice of the Company's intention to destroy or dispose of 

any documents or files relating to the Mortgage Loans and, upon· the request of the Collateral 

Agent or the Purchase Money Notes Guarantor, shall allow such Person, at its own expense, to 

recover the same from the Company. 

(c) Reporting. 

(i) As soon as practicable following, but no later than ninety (90) days 

immediately after, the end of each Fiscal Year· (as such term is defined in the LLC Operating 

Agreement), commencing with respect to the 2010 Fiscal Year, the Company shall deliver, 

subject to the provisions of subsection (h) below, to each of the Initial Member, the Collateral 

Agent and the Purchase Money Notes Guarantor an audited consolidated balance sheet of the 

Company and its Subsidiaries as at the end of such Fiscal Year, and audited consolidated 

statements of operations and cash flow ofthe Company and its Subsidiaries for such Fiscal Year, 

each prepared in accordance with GAAP and accompanied by the Accountants' report thereon, 

which shall be certified in the customary manner by the Accountants. 

(ii) As soon as practicable following, but no later than thirty (30) days 

immediately after, the end of each quarter of each Fiscal Year (other than the last quarter of such 

Fiscal Year, and commencing with the calendar quarter ending on or about March 30, 2011 ), the 

Company shall deliver, subject to the provisions of subsection (h) below, to the Initial Member, 

the Collateral Agent and the Purchase Money Notes Guarantor an unaudited consolidated 

balance sheet of the Company and its Subsidiaries as at the end of such calendar quarter and an 

unaudited consolidated statements of operations and cash flow of the Company and its 

Subsidiaries for such calendar quarter (and, for the first such report, also covering the period 

from the Closing Date through the end of such calendar quarter), each prepared in accordance 

withGAAP. 

(iii) The Company shall cause to be delivered, subject to the provisions 

of subsection (h) below, to the Initial Member, the Collateral Agent and the Purchase Money 

Notes Guarantor such information as is specified in Exhibit B of the LLC Operating Agreement 

and such other information relating to the Mortgage Loans, the Underlying Collateral, the 

Company, the Servicers and any Subservicer as the Initial Member, the Collateral Agent or the 

-27­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Purchase Money Notes Guarantor may reasonably request from time-to-time and, in any case, 

shall ensure that the Initial Member, the Collateral Agent and the Purchase Money Notes 

Guarantor are promptly advised, in writing, of any matter ofwhich the Manager, any Servicer or 

any Subservicer becomes aware relating to the Mortgage Loans, the Underlying Collateral, the 

Collection Account, the Escrow Accounts, the Liquidity Account, or any Borrower or Obligor 

that materially and adversely affects the interests of the Initial Member, the Collateral Agent, the 

Purchase Money Notes Guarantor or of any secured party under this Agreement. 

(d) Monthly Reports. The Company shall cause to be furnished to each of the 

Initial Member, the Collateral Agent and the Purchase Money Notes Guarantor on or prior to 

each Distribution Date (i) the Monthly Report with respect to the relevant Due Period and (ii) the 

related Distribution Date Report with respect to such Due Period, which report shall specify the 

amounts and recipients of all funds to be distributed by the Paying Agent on the relevant 

Distribution Date. Each of the Monthly Report and the Distribution Date Report shall be 

certified by the chief financial officer (or an equivalent officer) of the Manager. The Monthly 

Report shall also include a certification of the Manager that all withdrawals by the Manager from 

the Collection Account during such Due Period were made in accordance with the terms of this 

Agreement and the Custodial and Paying Agency Agreement. The Company shall also cause to 

be furnished to each ofthe Initial Member, the Collateral Agent and the Purchase Money Notes 

Guarantor the Custodian and Paying Agent Report in accordance with the terms of the Custodial 

and Paying Agency Agreement. 

(e) . Annual Compliance Certificates. The Company shall, and shall cause the 

Servicer and any Subservicer to deliver to the Initial Member, the Collateral Agent and the 

Purchase Money Notes Guarantor on or before March 15 of each year, commencing in the year 

2011, an officer's certificate stating, as to the signer thereof, that (i) a review of such party's 

activities during the preceding calendar year (or portion thereof) and of its performance pursuant 

to this Agreement (or, as applicable, the Servicing Agreement or any Subservicing Agreement) 

has been made under such officer's supervision, and (ii) to the best of such officer's knowledge 

and belief, based on such review, such party has fulfilled all of its obligations pursuant to this 

Agreement (or, as applicable, the Servicing Agreement or any Subservicing Agreement) in all 

material respects throughout such year or portion thereof or, ifthere has been a failure to fulfill 

any such obligation in any material respect, specifying each such failure and the nature and status 

thereof. The first such officer's certificate shall cover, with respect to any Mortgage Loan, the 

period commencing on the Closing Date (and with respect to each Mortgage Loan, including 

relevant information with respect thereto for the period commencing on the Servicing Transfer 

Date for such Mortgage Loan) and continuing through the end ofthe 2010 calendar year. In the 

event the Servicer or any Subservicer was terminated, resigned or otherwise performed in such 

capacity for only part of a year, such party shall provide an officer's certificate pursuant to this 

Section 8.14( e) with respect to such portion of the year. 

(f) Annual Compliance Report. On or before March 15 of each year, 

commencing in the year 2011, the Manager shall cause each Servicer and Subservicer, each at its 

own expense, to provide a report prepared by a nationally recognized firm of independent 

-28­

FDIC SFR 2010-3 . 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
certified public accountants to the effect that, with respect to the most recently ended Fiscal 

Year, such firm has examined certain records and documents relating to compliance with the 

servicing requirements in the Servicing Agreement and that, on the basis of such examination 

conducted substantially in compliance with either the Uniform Single Attestation Program for 

Mortgage Bankers or Item 1122 of Regulation AB, such frrm is of the opinion that the 

Manager's or its Servicers' or Subservicers' activities have been conducted in compliance with 

the Servicing Agreement (including, to the extent applicable, Regulation AB), or that such 

examination has disclosed no material items of noncompliance except for (i) such exceptions as 

such firm believes to be immaterial, and (ii) such other exceptions as are set forth in the report. 

(g) Audits. Until the later of the date that is ten ( 1 0) years after the Closing 

Date or the date that is three (3) years after the Final Distribution, the Company shall, and shall 

cause the Servicer and any Subservicer to (i) provide any representative of the Initial Member, 

the Collateral Agent or the Purchase Money Notes Guarantor or any Government Authority, 

during normal business hours and on reasonable notice, with access to all of the books of 

account, reports and records relating to the Collateral, the Underlying Collateral, the Servicing 

Obligations, the Company Accounts, or any other matters relating to this Agreement or the rights 

or obligations hereunder or under the Ancillary Documents, (ii) permit such representatives to 

make copies of and extracts from the same, (iii) allow the Initial Member, the Collateral Agent 

and the Purchase Money Notes Guarantor to cause such books to be audited by accountants 

selected by the Initial Member, the Collateral Agent or the Purchase Money Notes Guarantor and . 

(iv) allow representatives of the Initial Member, the Collateral Agent or the Purchase Money 

Notes Guarantor to discuss the Company's and the Servicer' s or Subservicer' s affairs, fmances 

and accounts, as they relate to the Collatera~ the Mortgage Loans, the Underlying Collateral 

(including Acquired Property), the Servicing Obligations, the Company Accounts or any other 

matters relating to this Agreement, the Secured Obligations or the rights or obligations 

hereunder, with its -officers, directors, employees, accountants (and by this provision the 

Company hereby authorizes such accountants to discuss such affairs, finances and accounts with 

such representatives), the Servicer, any Subservicer, and attorneys. Any expense incurred by the 

Initial Member, the Collateral Agent or the Purchase Money Notes Guarantor and any reasonable 

out-of-pocket expense incurred by the Company in connection with the exercise by the Initial 

Member, the Collateral Agent or the Purchase Money Notes Guarantor of its rights in this 

Section 8.14(g) shall be home by such party; provided, however, that any expense incident to the 

exercise by the Initial Member, the Collateral Agent or the Purchase Money Notes Guarantor Qf 

its rights pursuant to this Section 8.14(g) as a result of or during the continuance of an Event of 

Default shall be home in all cases by the Private Owner (except to the extent such Event of 

Default is attributable exclusively to a Manager having been appointed by the Initial Member 

following removal of the Private Owner in such capacity, or to any applicable Servicer (and any 

Subservicer) having been engaged by the Initial Member, the Company or the applicable 

replacement Manager following such removal of the Private Owner as Manager, in each case 

that is not an Affiliate ofthe Private Owner). 

(h) No Duplicate Reports. Notwithstanding any provision in subsections (c) 

through (f) above to the contrary, the Company (i) shall not be required to deliver duplicate 

-29­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
copies of the reports as described in such subsections to the Receiver, so long as the Receiver is 

acting in dual capacities as both the Initial Member and the Collateral Agent and (ii) shall only 

be required to deliver one copy of each such report addressed to the Receiver with a notation on 

the envelope that such report is being delivered to the Receiver in its dual capacities as both the 

Initial Member and the Collateral Agent. 

Section 8.15 Insurance. 

(a) The Company shall cause insurance coverage to be maintained for the 

Underlying Collateral and Acquired Property from an insurer (unless provided for in the thenapplicable Business Plan) reasonably acceptable to the Purchase Money Notes Guarantor for any 

Mortgage Loan with respect to which the Borrower has failed to maintain required frre, 

hurricane, flood and hazard insurance with extended coverage as is customary in the area in 

which the Collateral or Acquired Property is located and in such amounts and with such 

deductibles as, from time-to-time, are approved by the Purchase Money Notes Guarantor (unless 

provided for in the then-applicable Business Plan). 

(b) All such insurance shall (i) provide that no cancellation, material reduction 

in amount or material change in coverage thereof shall be effective until at least thirty (30) days 

after receipt by the Collateral Agent of written notice thereof, (ii) with respect to any policy 

insuring a Grantor or Collateral, name the Collateral Agent as additional insured on behalfofthe 

Secured Parties (in the case of liability insurance) or loss payee (in the case of property 

insurance). 

Section 8.16 Recovery of Expenses; Interest. The Company shall cause commercially 

reasonable efforts to be used to recover from Borrowers and Obligors those Servicing Expenses 

that such Borrowers or Obligors are obligated to pay. No Servicing Expenses shall bear interest 

chargeable in any way to the Collateral Agent or the Purchase Money Notes Guarantor. 

Section 8.17 The Company's Duty To Advise Collateral Agent and Purchase Money 

Notes Guarantor; Delivery of Certain Notices. In addition to such other reports and access to 

records and reports as are required to be provided to the Collateral Agent and the Purchase 

Money Notes Guarantor hereunder, the Company shall cause to be delivered to the Collateral 

Agent or the Purchase Money Notes Guarantor such information relating to the Mortgage Loans, 

the Collateral, the Acquired Property, the Company and the Servicer and any Subservicer as the 

Collateral Agent or the Purchase Money Notes Guarantor may reasonably request from time-totime and, in any case, shall ensure that the Collateral Agent and the Purchase Money Notes 

Guarantor are promptly advised, in writing, of any matter ofwhich the Company, the Servicer or 

any Subservicer becomes aware relating to the Mortgage Loans, the Collateral, the Acquired 

Property, the Company Accounts or any Borrower or Obligor that materially and adversely 

affects the interests of the Collateral Agent or the Purchase Money Notes Guarantor hereunder. 

Without limiting the generality of the foregoing, the Company shall cause to be delivered to the 

Collateral Agent and the Purchase Money Notes Guarantor information indicating any possible 

Environmental Hazards with respect to any Collateral or Underlying Collateral and any notice or 

-30­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
report provided to the Company or the Manager pursuant to Section 5.5 of the Servicing 

Agreement as in effect on the date hereof. To the extent the Collateral Agent requests 

information that is dependent upon obtaining such information from any Borrower, Obligor or 

other third party, the Company shall cause to be made commercially reasonable efforts to obtain 

such information but it shall not be a breach by the Company ofthis Agreement if the Company 

fails to cause such information to be provided to the Collateral Agent because a Borrower, 

Obligor or other Person (other than the Servicer or any Subservicer) has failed to provide such 

information after such efforts have been made. 

Section 8.18 Administration of REO Properties. Notwithstanding any other provision 

of this Agreement to the contrary, in operating, managing, leasing or disposing of any REO 

Property, the Company and the Manager shall act in the best interests of the Company and the 

members and creditors of the Company (including the FDIC in its various capacities) in 

accordance with the Servicing Standards pursuant to the LLC Operating Agreement, in 

accordance with the specific provisions of the LLC Operating Agreement relating to REO 

Properties and in general conformance with the Business Plan. The Company shall furnish to the 

Collateral Agent such reports regarding the operation, management, leasing or disposition of any 

REO Property as the Collateral Agent reasonably shall request. 

Section 8.19 Payment of Purchase Money Notes Guaranty Fee. In consideration ofthe 

Purchase Money Notes Guarantor agreeing to guaranty certain obligations of the Company under 

the Purchase Money Notes pursuant to the Purchase Money Notes Guaranty, the Company shall 

pay to the Purchase Money Notes Guarantor a the Purchase Money Notes Guaranty Fee payable 

monthly in arrears on each Distribution Date so long as the Purchase Money Notes remain 

outstanding, subject to the Priority of Payments. Any portion of the Purchase Money Notes 

Guaranty Fee that is not paid when due shall accrue interest for each day unpaid, from the 

Distribution Date such amount becomes payable until it is paid in full (after as well as before 

judgment), at a rate per annum equal to the Purchase Money Notes Interest Rate, payable in 

accordance with ~he Priority of Payments. 

ARTICLE IX 


Required Consent; Limits Liability 


Section 9.1 Reguired Consents: Limits Liability. Notwithstanding anything to the 

contrary contained in this Agreement (other than the last sentence of this Section 9.1 and Section 

9.2), the Company shall not permit to be taken any action enumerated in Section 6.1 of the 

Servicing Agreement, any action described in the LLC Operating Agreement as requiring the 

consent of the Initial Member and/or the Purchase Money Notes Guarantor, as applicable, 

including Section 3.4 and Section 8.1 of the LLC Operating Agreement or below without the 

prior written consent of the Initial Member and, until the Purchase Money Notes Maturity Date, 

the Purchase Money Notes G~arantor, which consent may be withheld or conditioned in the 

Collateral Agent's sole and absolute discretion: 

-31­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
(a) any amendment or modification to, or waiver of, any terms of the LLC 

Operating Agreement that relate to the manner in which the Servicer services the Mortgage 

Loans or Acquired Property, including, without limitation, the Servicing Obligations and the 

Servicing Standard; 

(b) the replacement of the Servicer; 

(c) the payment of any fees to, or entering into any transaction with, any 

Affiliate of the Company, the Private Owner, the Servicer or any Subservicer, except as 

expressly contemplated by the Ancillary Documents; 

(d) any amendment of, modification to or change in any material respect of, or 

the provision of a material waiver of any provision of, the Organization Documents of the 

Company; 

(e) any Change ofControl; and 

(f) the incurrence, creation or assumption of any Indebtedness other than in 

respect of the Purchase Money Notes, this Agreement, and Excess Liquidity Advances. 

Notwithstanding the foregoing, the Company may permit to be taken any action 

enumerated in clause (ii), (v) or (viii) (with respect to waivers and decisions) of Section 6.1(h) of 

the Servicing Agreement without the Collateral Agent's approval if such action or the subject 

matter thereof is not material to the value of the Mortgage Loan or Underlying Collateral in 

question or to the interests of the Secured Parties. 

Section 9.2 Limitation ofLiability. 

(a) Liability Generally. Neither the Collateral Agent, the Purchase Money 

Notes Guarantor nor any other Secured Party nor any of their respective Affiliates, nor any of 

their respective officers, directors, employees, partners, pri11cipals or agents, including the 

Servicer and any Subservicer, shall be liable for any action taken or omitted to be taken by them 

or any one of them under this Agreement or in connection with any Collateral or any portion 

thereof, except for any act or omission constituting gross negligence, bad faith or willful 

misconduct (including any act or omission constituting theft, embezzlement, breach of trust or 

violation of any Law). In the event the Collateral Agent, the Purchase Money Notes Guarantor 

or any Secured Party exercises its rights pursuant to Article V of this Agreement, none of the 

Collateral Agent, the Purchase Money Notes Guarantor or any Secured Party, nor any of their 

respective Affiliates, nor any of their respective officers, directors, employees, partners, 

principals or agents, including the Servicer and any Subservicer when acting as an agent of any 

ofthe foregoing, shall be liable for any action taken or omitted to be taken by them or any one of 

them pursuant to this Agreement or in connection with any Collateral or any portion thereof, 

except for any act or omission constituting willful misconduct. 

-32­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
(b) Reliance on Notices, etc. Neither the Company nor the Collateral Agent 

or the Purchase Money Notes Guarantor shall incur any liability to the other by acting in good 

faith upon any notice, consent, certificate or other instrument or writing (including telegram, 

cable, telex or telecopy) that is reasonably believed by the Company or the Collateral Agent or 

the Purchase Money Notes Guarantor as applicable, to be genuine and to have been signed or 

sent by the proper party and that on its face is properly executed. 

(c) No Consequential Damages. Regardless of the legal theory upon which 

any claim by or against the Company or the Collateral Agent or the Purchase Money Notes 

Guarantor is based, including any claim based on contract, tort, strict liability, or fraud, none of 

the Collateral Agent or the Purchase Money Notes Guarantor or the Company shall be liable for, 

.or may recover from the other, any amounts other than actual losses, costs and expenses 

(including reasonable attorneys' fees and litigation and similar costs to pursue such recovery) 

incurred by the party asserting the claim. Without limiting the foregoing, neither party shall be 

liable for, or entitled to recover from the other party, any consequential, special, indirect, 

punitive, treble, nominal or exemplary damages, business interruption costs or expenses, or 

damages for lost profits, operating losses or lost investment opportunity (regardless of whether 

any such damages are characterized as direct or indirect), each ofwhich is and all of which are 

hereby excluded by agreement of the Collateral Agent, the Purchase Money Notes Guarantor and 

the Company, regardless of whether the party against whom such damages may be claimed has 

been advised of the possibility of any such damages, unless (in each case) such losses are 

incurred by the party asserting the claim as a direct result of a claim asserted against such party 

by a third party. For purposes of this Section 9.2, the following claims shall not constitute claims 

asserted by a third party: (i) with respect to the Company, any claims asserted by (A) the 

Servicer or any Subservicer, (B) any Affiliate of the Company or the Servicer or any 

Subservicer, and (C) any officer, director, employee, partner, principal or agent ofthe Company 

or the Servicer or any Subservicer, or any Affiliate of the Company or the Servicer or any 

Subservicer; and (ii) with respect to the Collateral Agent, any claims asserted by any Affiliate or 

officer, director, employee, partner, principal or agent of the Collateral Agent, the Purchase 

Money Notes Guarantor or any Affiliate of any ofthem. 

ARTICLE X 


Release of Collateral 


The Purchase Money Notes Guarantor hereby authorizes the Collateral Agent to, and the 

Collateral Agent agrees that it shall, release its Lien on any Collateral, solely to the extent 

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

or directing disposition thereof, (b) upon payment of any Mortgage Loan in full and satisfaction 

in full of all of the secured obligations with respect to a Mortgage Loan or upon receipt of a 

discounted payoff as payment in full of a Mortgage Loan, (c) as is necessary in connection with 

the foreclosure on a Mortgaged Property, acceptance of a deed in lieu thereof or modification or 

restructuring of the terms thereof, or (d) in connection with the Company's sale of a Mortgage 

Loan or any Collateral to the extent permitted under the Ancillary Documents, provided, that the 

-33­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
proceeds of such sale or disposition are applied in accordance with the Priority ofPayments and 

the other terms ofthe Custodial and Paying Agency Agreement. 

ARTICLE XI 


Liquidation ofMortl~ae:e Loans and Acquired Property 


Section 11.1 Rights to Liquidate Mortgage Loans and Collateral. Each of the Initial 

Member and, so long as the Purchase Money Notes are outstanding and not fully discharged, the 

Purchase Money Notes Guarantor shall have the right, exercisable in its sole and absolute 

discretion, to require the liquidation and sale, for cash consideration, of any remaining Mortgage 

Loans, other Collateral or Acquired Property held by the Company or any Ownership Entity at 

any time after the earlier to occur of(a) the tenth anniversary ofthe Closing Date or (b) the date 

on which the then Unpaid Principal Balance is ten percent (10%) or less ofthe Unpaid Principal 

Balance as ofthe Cut-OffDate as set forth on the Mortgage Loan Schedule. 

Section 11.2 Exercise ofRights to Liquidate Mortgage Loans and Collateral. In order 

to exercise its rights under Section 11.1, the Initial Member or, so long as the Purchase Money 

Notes are outstanding and not fully discharged, the Purchase Money Notes Guarantor shall give 

notice in writing to the Collateral Agent, the Custodian and the Company (with copies thereof to 

the Initial Member or the Purchase Money Notes Guarantor, as applicable), setting forth the date 

by which the remaining Mortgage Loans, other Collateral or Acquired Property are to be 

liquidated by the Collateral Agent. The Company shall, and shall cause the Custodian to, 

cooperate and assist the Collateral Agent with any and all aspects of the liquidation of the 

remaining Mortgage Loans, other Collateral and Acquired Property to the extent reasonably 

requested by the Collateral Agent. In the event the Company or any Affiliate thereof desires to 

bid to acquire the remaining Mortgage Loans, other Collateral or Acquired Property pursuant to 

the Custodial and Paying Agency Agreement, then the Collateral Agent shall be entitled to 

liquidate the remaining Mortgage Loans, other Collateral and Acquired Property in its discretion. 

In the event the Collateral Agent undertakes to liquidate the remaining Mortgage Loans, other 

Collateral or Acquired Property pursuant to this Section 11.2, the proceeds thereof shall be 

applied on the Distribution Date following any such liquidation in accordance with the Priority 

of Payments and the other terms of the Custodial and Paying Agency Agreement; provided, 

however, that, notwithstanding such Priority of Payments, no portion of such proceeds shall be 

paid pursuant to Section 5.l(b)(vii) and (c)(iii) of the Custodial and Paying Agency Agreement 

until the Secured Obligations have been repaid in full. 

ARTICLE XII 


Collateral AJ!Wt 


Section 12.1 Appointment and Authorization of Collateral Agent. The Purchase Money 

Notes Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as 

the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security 

-34­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase 

Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and 

enforcing any and all Liens on the Collateral granted by any Grantor to secure any ofthe Secured 

Obligations, together with such powers and discretion as are reasonably incidental thereto. In 

this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed 

by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any 

portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and 

remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of 

all provisions ofthis Article XII as though such co-agents, sub-agents and attorneys-in-fact were 

the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained 

elsewhere herein or in any other Ancillary Document, the Collateral Agent shall have no duties 

or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or 

be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured 

Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall 

be read into this Agreement or any other Ancillary Document or otherwise exist against the 

Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term 

"agent" herein and in the other Ancillary Documents with reference to the Collateral Agent is not 

intended to connote any fiduciary or other implied (or express) obligations arising under agency 

doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, 

and is intended to create or reflect only an administrative relationship between independent 

contracting parties. 

Section 12.2 Delegation of Duties. The Collateral Agent may execute any of its duties 

under this Agreement or any other Collateral Document (including for purposes of holding or 

enforcing any Lien on the collateral (or any portion thereof) granted under the Collateral 

Documents or of exercising any rights and remedies thereunder) by or through agents, subagents, employees or attorneys-in-fact as shall be deemed necessary by the Collateral Agent and 

shall be entitled to advice of counsel and other consultants or experts concerning all matters 

pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or 

misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross 

negligence or willful misconduct (as determined in the final judgment of a court of competent 

jurisdiction). 

Section 12.3 Liability of Collateral Agent. Neither the Collateral Agent, nor any of its 

Affiliates or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any ofthem 

shall (a) be liable for any action taken or omitted to be taken by any of them under or in 

connection with this Agreement or any other Ancillary Document or the transactions 

contemplated hereby (except for its own gross negligence or willful misconduct, as determined 

by the final judgment of a court of competent jurisdiction, in connection with its duties expressly 

set forth herein), or (b) be responsible in any manner to any Secured Party for any recital, 

statement, representation or warranty made by any Grantor or any officer thereof, contained 

herein or in any other Ancillary Document, or in any certificate, report, statement or other 

document referred to or provided for in, or received by the Collateral Agent under or in 

-35­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
connection with, this Agreement or any other Ancillary Document, or the validity, effectiveness, 

genuineness, enforceability or sufficiency of this Agreement or any other Ancillary Document, 

or the perfection or priority of any Lien or security interest created or purported to be created 

under the Collateral Documents, or for any failure of any Grantor or any other party to any 

Ancillary Document to perform its obligations hereunder or thereunder. 

Section 12.4 Reliance by Collateral Agent. 

(a) The Collateral Agent shall be entitled to rely, and shall be fully protected 

in relying, upon any writing, communication, signature, resolution, representation, notice, 

consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic 

mail message, statement or other document or conversation believed by it to be genuine and 

correct and to have been signed, sent or made by the proper Person or Persons, and upon advice 

and statements of legal counsel (including counsel to the Company), independent accountants 

and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified 

in failing or refusing to take any action under any Collateral Document unless it shall first 

receive such advice or concurrence of the Controlling Party as it deems appropriate. The 

Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under 

this Agreement or any other Collateral Document in accordance with a request or consent of the 

Controlling Party and such request and any action taken or failure to act pursuant thereto shall be 

binding upon all the Secured Parties. 

(b) The Purchase Money Notes Guarantor, by its execution ofthis Agreement, 

shall be deemed to have consented to, approved or accepted or to be satisfied with, each 

document or other matter required to be consented to or approved by or acceptable or 

satisfactory to the Collateral Agent unless the Collateral Agent shall have received notice from 

the Purchase Money Notes Guarantor prior to the proposed Closing Date specifying its objection 

thereto. 

Section 12.5 Liability ofCollateral Agent. The Collateral Agent shall not be deemed to 

have knowledge or notice of the occurrence of any Default or Event of Default, unless the 

Collateral Agent shall have received written notice from a Grantor or any Secured Party referring 

to this Agreement, describing such Default or Event of Default and stating that such notice is a 

"notice ofdefault." The Collateral Agent will notify the Purchase Money Notes Guarantor of its 

receipt of any such notice. The Collateral Agent shall take such action with respect to any Event 

of Default as may be directed by the Controlling Party in accordance with Article V; provided, 

however, that unless and until the Collateral Agent has received any such direction, the 

Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such 

action, with respect to such Event of Default as it shall deem advisable or in the best interest of 

the Secured Parties. 

-36­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Section 12.6 Successor Collateral Agent. 

The Collateral Agent may resign as the Collateral Agent upon thirty (30) days' notice to 

the Purchase Money Notes Guarantor and the Company; provided, however, that the prior 

written consent of the Purchase Money Notes Guarantor and the Company will be required prior 

to the effectiveness of any such resignation. If the Collateral Agent resigns under this 

Agreement, the Controlling Party, with the written consent of the Company, shall appoint a 

successor collateral agent for the Secured Parties; provideQ, however, that the Company shall not 

unreasonably withhold its consent, and provided, further, that no consent of the Company is 

required if the successor Collateral Agent is the FDIC or an Affiliate of the FDIC. If no 

successor collateral agent is appointed prior to the effective date of the resignation of the 

Collateral Agent, the retiring Collateral Agent may appoint, after consulting with the Purchase 

Money Notes Guarantor and the Company, a successor collateral agent. Upon the written 

acceptance of its appointment as successor collateral agent hereunder, and a copy thereof sent to 

each of the Company, the Purchase Money Notes Guarantor and the. retiring Collateral Agent, 

the Person acting as such successor agent shall succeed to all the rights, powers and duties ofthe 

retiring Collateral Agent and the term "Collateral Agent" shall mean such successor collateral 

agent, and the retiring Collateral Agent's appointment, powers and duties as the Collateral Agent 

shall be terminated. By agreeing to this Agreement the Company hereby agrees to the selection 

ofthe successor Collateral Agent. 

ARTICLE XIII 


Miscellaneous 


Section 13.1 Attorney-in-Fact. Each Grantor hereby constitutes and appoints the 

Collateral Agent the true and lawful attorney-in-fact of such Grantor, with full power and 

authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral 

Agent or otherwise, subject to the terms of this Agreement and applicable Law, to enforce all 

rights, interests and remedies of such Grantor with respect to the Collateral; provided, however, 

that the Collateral Agent shall not exercise any of the aforementioned rights unless an Event of 

Default has occurred and is continuing. This power of attorney is a power coupled with an 

interest and shall be irrevocable until the termination of this Agreement in accordance with the 

terms hereof; provided, however, that nothing in this Agreement shall prevent such Grantor 

from, prior to the exercise by the Collateral Agent of any of the aforementioned rights, utilizing 

the entity that is the Collateral Agent to transact Grantor's ordinary course business operations. 

Section 13.2 No Petition. Each of the Collateral Agent and the Purchase Money Notes 

Guarantor hereby covenants and agrees that it shall not at any time institute against the 

Company, or join in any institution against the Company of, any bankruptcy, reorganization, 

arrangement, insolvency or liquidation proceeding, or other Proceedings under any United States 

federal or state bankruptcy or similar law in connection with any obligation relating to the 

Purchase Money Note, the Purchase Money Notes Guaranty or this Agreement. 

-37­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Section 13.3 Reimbursement of Expenses. Except as prohibited by Law, if at any time 

the Collateral Agent or the Purchase Money Notes Guarantor employs counsel in connection 

with the creation, perfection, preservation, or release of the security interest of the Collateral 

Agent in the Collateral or the enforcement of any of the Collateral Agent's, or the Purchase 

Money Notes Guarantor's rights or remedies hereunder, all of the Collateral Agent's and the 

Purchase Money Notes Guarantor's attorneys' fees arising from such services and all other 

expenses, costs, or charges relating thereto shall become part ofthe Secured Obligations secured 

hereby and be paid by the Company on demand. 

Section 13.4 Termination of Security Interest. Upon the satisfaction and discharge in 

full of the Secured Obligations, the security interest and all other rights granted hereby shall 

terminate an4 all rights to the Collateral shall revert to the Company. Upon any such 

satisfaction, and discharge of the Secured Obligations, the Collateral Agent (a) upon the written 

request of the Company shall promptly execute and deliver all such documentation, UCC 

termination statements and instruments as are necessary to release the Liens created pursuant to 

this Agreement and to terminate this Agreement, and (b) agrees, at the reasonable request ofthe 

Company, to furnish, execute and deliver such documents, instruments, certificates, notices or 

further assurances as the Company may reasonably request as necessary or desirable to effect 

such termination and release, all at the Company's sole cost and expense. 

Section 13.5 Indemnification. 

(a) Each Grantor shall indemnify and hold harmless the Collateral Agent, the 

Purchase Money Notes Guarantor and each of their respective Affiliates, and their respective 

officers, directors, employees, partners, 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, 

"Indemnification Losses") arising out of or resulting from (i) any breach by any Grantor or any 

of its Affiliates or any of their respective officers, directors, employees, partners, principals, 

agents or contractors (including the Servicer and any Subservicer) (collectively, "Related 

Entities") of any of their respective obligations under or covenants or agreements contained in 

this Agreement, the Collateral Documents or the Servicing Agreement (including any claim 

asserted by the Collateral Agent or the Purchase Money Notes Guarantor against the Company to 

enforce its rights pursuant to Article V), or any third-party allegation or claim based upon facts 

alleged that, if true, would constitute such a breach, or (ii) any gross negligence, bad faith or 

willful misconduct of any of the Related Entities (including any act or omission constituting 

theft, embezzlement, breach oftrust 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 

-38­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
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 any Grantor from any of its obligations under this Section 

13.5 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 Indemnification 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 or any Subsidiary Grantor (including the 

Servicer and any Subservicer), on the other hand in connection with a breach ofthe Company's 

or any Subsidiary Grantor's obligations under this Agreement. 

(c) Ifthe Company confirms in writing to the Indemnified Party within fifteen 

(15) days after receipt of a Third Party Claim and 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, however, 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 any Indemnified 

Party or any of its or his Affiliates; and (iv) no Grantor will, without the prior written consent of 

each Indemnified Party, settle or compromise or consent to the entry of any judgment in any 

pending or threatened action in respect of which indemnification may be sought hereunder 

(whether or not any such Indemnified Party is a party to such action), unless such settlement, 

compromise or consent by its terms obligates such Grantor to satisfy the full amount of the 

liability in connection with such Third Party Claim and includes an unconditional release ofthe 

Indemnified Party from all liability arising out of such Third Party Claim. 

(d) Notwithstanding anything contained in this Agreement 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 Indemnification 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 Subsidiary Grantor (or any Affiliate) and the 

Indemnified Party are named as parties and either the Company or such Subsidiary Grantor (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 

-39­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
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 

Indemnification 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, a Subsidiary Grantor or the Indemnified Party), all ofthe 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. 

Section 13.6 Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS TO BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS 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, AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL 

ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 13.7 Jurisdiction, Venue and Service. 

(a) 

unconditionally: 

Each Grantor, for itself and its Affiliates, hereby irrevocably and 

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

the Southern District ofNew York and to the jurisdiction ofthe United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member 

arising out of, relating to, or in connection with this Agreement or any other Ancillary 

Document, and waives any right to: 

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

court or dispute-resolution forum other than the court in which the Collateral Agent, the 

Purchase Money Notes Guarantor or the Initial Member, as applicable, files the suit, action or 

proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or 

the Initial Member, as applicable; 

-40­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
(B) assert that venue is improper in the United States District 

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

Columbia; or 

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

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum. 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York for any suit, action or proceeding against it or any of its Affiliates commenced by the 

Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, 

relating to, or in connection with this Agreement or any other Ancillary Document (other than 

the LLC Operating Agreement), and waives any right to: 

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

other court or dispute-resolution forum without the consent ofthe Collateral Agent, the Purchase 

Money Notes Guarantor or the Initial Member, as applicable; 

(B) assert that venue is improper in the Supreme Court of the 

State ofNew York; or 

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

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by any Grantor or its 

Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial 

Member arising out of, relating to, or in connection with this Agreement or any Ancillary 

Document in only either the United States District Court for the Southern District ofNew York 

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

or transfer such suit, action or proceeding to any other court or dispute-resolution forum without 

the consent ofthe Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, 

as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to 

either the United States District Court for the Southern District ofNew York or the United States 

District Court for the District of Columbia at the option of the Collateral Agent, the Purchase 

Money Notes-Guarantor or the Initial Member, as applicable; and 

(iv) agrees, ifthe United States District Court for the Southern District 

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

jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court ofthe State ofNew York, and waives any 

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

forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the 

Initial Member, as applicable. 

-41­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
(b) Each Grantor, on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally agrees that any final judgment entered against it in any suit, action or proceeding 

falling within Section 13.7(a) may be enforced in any court of competent jurisdiction; 

(c) Subject to the provisions of Section 13.7(d), each Grantor, on behalf of 

itself and its Affiliates, the Collateral Agent, the Purchase Money Notes Guarantor and the Initial 

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

summonses in any suit, action or proceeding pursuant to Section 13.7(a) or Section 13.7(b) may 

be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it 

at its address for notices pursuant to Section 13.9 (with copies to such other Persons as specified 

therein); provided, however, that nothing contained in this Section 13.7(c) shall affect the right 

of any party to serve process in any other manner permitted by Law; 

(d) Nothing in this Section 13.7 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 13.7(a)(iii) and Section 

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

otherwise respond to any suit, action, or proceeding against it in any forum. 

Section 13.8 Waiver ofJury. EACH GRANTOR (ON BEHALF OF ITSELF AND ITS 

AFFILIATES), THE COLLATERAL AGENT, THE PURCHASE MONEY NOTES 

GUARANTOR AND THE INITIAL MEMBER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

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

AmRY. 

Section 13.9 Notices. All notices, requests, demands, and other communications 

J;"equired or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be in writing and shall be mailed or delivered to the applicable address or 

electronic mail address ofthe parties specified below for such Person or to such other address or 

electronic mail address as shall be designated by such party in a notice to the other parties. All . 

such notices and other communications shall be deemed to be given or made upon the earlier to 

occur of (i) actual receipt (or refusal thereof) by the relevant party hereto and (ii) (A) if delivered 

by hand or by nationally recognized courier service, when signed for (or refused) by or on behalf 

of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the 

mails, postage prepaid; and (C) if delivered by electronic mail, when delivered. In no event shall 

a voice mail message be effective as a notice, communication or confirmation hereunder. 

Address for notices or communications to the Company and any Subsidiary ' 

Grantor: 

-42­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
2010-3 SFR Venture, LLC 

5032 Parkway Plaza Blvd. 

Charlotte, NC 28217 

with a copy to: 

Phillip Kardis, II 

K&L Gates LLP 

1601 K Street, NW 

W DC 20006 

E-mail: 

Telephone 

Facsimile No. 

Address for notices or communications to any of the Collateral Agent, the Initial 

Member and the Purchase Money Notes Guarantor: 

Assistant Director Structured Transactions 


Federal Deposit Insurance Corporation 


550 17th Street, N.W. 


RoomF-7014 


Washington, D.C. 20429 


Attention: Ralph Malami 


E-Mail Address: RMalami@fdic.gov 


with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, VA 22226 

Attention: David Gearin 

E-Mail Address: DGearin@fdic.gov 

Section 13.10 Assignment. This Agreement shall inure to the benefit of and be binding 

on and enforceable against successors and assigns of each Grantor, the Collateral. Agent, the 

-43­

FDIC SFR2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Purchase Money Notes Guarantor and the Initial Member; provided, however, that no Grantor 

shall assign its rights hereunder in whole or in part without the prior written consent of the 

Collateral Agent and the Purchase Money Notes Guarantor. 

Section 13.11 Entire Agreement. This Agreement contains the entire agreement among 

the Grantors, the Collateral Agent, the Purchase Money Notes Guarantor and the Initial Member 

with respect to the subject matter hereof and supersedes any and all other prior agreements, 

whether oral or written, provided that any Confidentiality Agreement between the FDIC and 

the Private Owner or any Affiliates of the Private Owner (including by way of joinder) with 

respect to the transaction that is the subject of this Agreement and the Ancillary Documents shall 

remain in full force and ~ffect to the extent provided therein. 

Section 13.12 Amendments and Waivers. No provision of this Agreement may be 

amended or waived except in a writing executed by all of the parties to this Agreement, except 

for Article II, any provision of which may be amended and waived in a writing solely executed 

by the Company and Purchase Money Notes Guarantor .. 

Section 13.13 Confidentiality. Each Grantor shall keep confidential and shall not 

divulge to any party, without the prior written consent of the Collateral Agent, the Purchase 

Money Notes Guarantor and the Initial Member, any information pertaining to this Agreement, 

the Mortgage Loans or any Borrower or the Underlying Collateral thereunder, except as required 

pursuant to this Agreement and except to the extent that it is necessary and appropriate for such 

Grantor to do so in working with legal counsel, auditors, taxing authorities, regulatory authorities 

or any other Governmental Authority; provided, however, that, to the extent that disclosure 

should be required by law, rule, regulation (including any securities listing requirements or the 

requirements of any self-regulatory organization), subpoena, or in connection with any legal or 

regulatory proceeding (including in connection with or pursuant to any action, suit, subpoena, 

arbitration or other dispute resolution process or other legal Proceedings, whether civil or 

criminal, and including before any court or administrative or legislative body), such Grantor will 

use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by 

law) notify the Collateral Agent, the Purchase Money Notes Guarantor and the Initial Member 

within one (1) Business Day after its knowledge of such legally required disclosure so that the 

Collateral Agent, the Purchase Money Notes Guarantor and/or the Initial Member may seek an 

appropriate protective order. Notice shall be by telephone, by email and in writing. In the 

absence of a protective order or waiver, such Grantor may make such required disclosure if, in 

the written opinion of its outside counsel (which opinion shall be provided to the Collateral 

Agent, the Purchase Money Notes Guarantor and the Initial Member prior to disclosure pursuant 

to this Section 13.13), failure to make such disclosure would subject such Grantor to liability for 

contempt, censure or other legal penalty or liability. 

Section 13.14 Reinstatement. This Agreement shall continue to be effective or be 

automatically reinstated, as the case may be, if at any time payment pursuant to this Agreement 

is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, 

reorganization, liquidation of any Grantor or upon the dissolution of, or appointment of any 

-44­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
intervenor or conservator or, or trustee or similar official for, any Grantor or any substantial part 

of any Grantor's assets, or otherwise, all as though such payments had not been made, and the 

Company shall pay the Collateral Agent or the Purchase Money Notes Guarantor on demand all 

reasonable costs and expenses (including reasonable fees of counsel) incurred by the Collateral 

Agent or the Purchase Money Notes Guarantor in connection with such rescission or restoration. 

Section 13.15 Interpretation: No Presumption. Headings are intended solely for 

convenience of reference and shall not affect the meaning or interpretation of the provisions of 

this Agreement. 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 o.r any agreement or instrument subject hereto. 

Section 13.16 Severability. Any provision of this Agreement that is prohibited or 

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

follows: (a) if such provision is prohibited or unenforceable in such jurisdiction oniy 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; (b) without limitation of clause (a), 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 (c) without limitation of clauses (a) 

or (b), 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, (p) 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 proyision 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 (q) enforce such 

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

13.16 is intended to, or shall, limit (x) the ability of any party to this Agreement to appeal any 

court ruling or the effect of any favorable ruling on appeal or (y) the intended effect of Section 

13.6. 

Section 13.17 Survival. All obligations made herein shall survive the execution and 

delivery of this Agreement. Except as otherwise provided in this Agreement or implied by 

applicable law, the obligations of each Grantor set forth in this Agreement shall terminate only 

upon the satisfaction and discharge in full ofthe Secured Obligations. 

-45­

FDIC SFR 2010-3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
Section 13.18 No Third Party Beneficiaries. This Agreement is made for the sole benefit 

of the Collateral Agent, the Purchase Money Notes Guarantor, the Secured Parties and the 

Grantors and their respective successors and permitted assigns, and no other Person or Persons 

(including Borrowers, any Obligor or any c~-lender or other Person with any interest in or 

liability under any of the Mortgage Loans) shall have any rights or remedies under or by reason 

of this Agreement. 

Section 13.19 Counterparts; Facsimile Sie;natures. This Agreement may be executed in 

two (2) or more counterparts, each of which shall be deemed an original but all ofwhich together 

shall constitute but one and the same agreement. This Agreement and any amendments. hereto, 

to the extent signed and delivered by facsimile or other electronic means, shall be treated in all 

manner and respects as an original agreement and shall be considered to have the same binding 

legal effect as 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. 

[Remainder of Page Intentionally Left Blank] 

-46­

FDIC SFR 2010·3 

Reimbursement and Security Agreement 

Pool Nos. 24020 and 24021 

13218941.7 
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, 

intending to legally bound, have caused this Agreement to be duly executed. 

2010-3 SFR VENTURE~ LLC, as the Company 

By: 

By: 

Title: 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Purchase Money Notes Guarantor 

By: 

Name: Ralph Malami 

Title: Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Receiver, as Collateral Agent 

By: 

Name: Ralph Malami 

Title: Attorney-in-Fact 

FDIC 2010-3 

Reimbursement and Security Agreement 
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, 

intending to legally bound, have caused this Agreement to be duly executed. 

2010-3 SFR VENTURE, LLC, as the Company 

By: SFR 20 l0-3 Acquisition LLC, its Manager 

By: 

Name: 

TitJe: 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Purchase Money Notes Guarantor 

By: 

am. P 

Title: Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Receiver~ as Collateral Agent 

By: 

FDIC2010-l 

Reimbursement and Security Agreement 
FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Receiver, as Initial Member, solely for purposes of 

Sections 4.1 (a), 4.l(c), S.l(a)(vi)- (ix), 5.1 (b), 5.l(c), 5.5, 

1t.l, 11.2 and 13.6-13.19 

By: 

Title: Attorney-in-Fact 

FDIC 2010.3 

Reimbursement aod Secunty Agreement 
EXHIBIT A 


FORM OF JOINDER AGREEMENT 


THIS JOINDER AGREEMENT, dated as of , 20 , is delivered 

pursuant to Section 8.12 of the Reimbwsement and Security Agreement, dated as of the_ day 

of [ ·], 2010, by and among the [ ], a Delaware limited liability company, 

each of the other entities that becomes a party thereto pursuant to Section 8.12 thereof, the 

Federal Deposit Insurance Corporation, acting in its corporate capacity, the Collateral Agent and, 

solely for' purposes of Sections 4.1(a), 4.1(c), 5.1(a)(vi)- (ix), 5.1(b), 5.1(c), 5.5, 11.1, 11.2 and 

13.6 -'- 13.19 thereof, the Initial Member (the "Reimbursement and Security Agreement"). 

Capitalized terms used herein without definition are used as defined in the Reimbursement and 

Security Agreement. 

By executing and delivering this Joinder Agreement, the undersigned, as provided 

in Section 8.12 of the Reimbursement and Security Agreement, hereby becomes a party to the 

Reimbursement and Security Agreement as a Grantor thereunder with the same force and effect 

as if originally named as a Grantor therein and, without limiting the generality ofthe foregoing, 

as collateral security for the prompt and complete payment and performance when due (whether 

at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, 

hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the 

Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on 

and security interest in, all of its right, title and interest in, to and under the Collateral of the 

undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The 

undersigned hereby agrees to be bound as a Grantor for the purposes of the Reimbursement and 

Security Agreement. 

The undersigned hereby represents and warrants that each of the representations 

and warranties contained in Article VII of the Reimbursement and Security Agreement 

applicable to it is true and correct in all material respects with respect to it on and as the date 

hereof as ifmade on and as of such date. 

A-1 

Reimbursement and Security Agreement 

13218941.7 
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to 

be duly executed and delivered as of the date first above written. 

[ADDITIONAL GRANTOR] 

By: ---------------------------­ Name: 

Title: 

ACKNOWLEDGED AND AGREED as ofthe date 


frrst above written: 


FEDERAL DEPOSIT INSURANCE 


CORPORATION, as Receiver, as Collateral Agent 


By: ________________________________ 


Name: 


Title: 


A-2 

Reimbursement and Security Agreement 

13218941.7