SFG Transaction 

EXECUTION COPY 

LOAN CONTRIBUTION AND SALE AGREEMENT 


by and between 


THE FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER 


FOR SILVERTON BANK, N.A., 


and 


2010-1 SFG VENTURE LLC 


Dated as ofMay 18,2010 

Structured Transaction Commercia12010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
TABLE OF CONTENTS 


Article I Definitions and Construction 2 


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


Section 1.2 Construction......................................................................................................... 13 


Article II Contribution and Sale ofLoans 14 


Section 2.1 Terms and Conditions ......................................................................................... 14 


Section 2.2 Liabilities Assumed by the Company ................................................................ 15 


Section 2.3 Allocation of Payments; Advances ..................................................................... 16 


Section 2.4 Adjustments ......................................................................................................... 17 


Section 2.5 Rebates and Refunds ........................................................................................... 18 


Section 2.6 Interest Conveyed ................................................................................................ 18 


Section 2.7 Retained Claims ................................................................................................... 18 


Section 2.8 Transfer Taxes ..................................................................................................... 19 


Article III Transfer of Loans, Underlying Collateral Documents and Servicing 19 


Section 3.1 Delivery of Documents ........................................................................................ 19 


Section 3.2 Recordation ofDocuments .................................................................................. 22 


Section 3.3 Transfer of Servicing........................................................................................... 22 


Section 3.4 Grant of Power of Attorney by Company .........................................................25 


Article IV Covenants, Duties and Obligations of the Company 25 


Section 4.1 
 Servicing of Loans ............................................................................................... 25 


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Section 4.2 
 Collection Agency/Contingency Fee Agreements 

Section 4.3 
 Insured or Guaranteed Loans 

Section 4.4 
 Reporting to or for the Applicable Taxing Authorities 

Section 4.5 
 Loans in Litigation 

Section 4.6 
 Loans in Bankruptcy 

Section 4.7 
 Loan Related Insurance 

Section 4.8 
 Loans with Escrow Accounts 

Section 4.9 
 Initial Member as Lead Lender in Loan Participations 

Section 4.10 
 Contracts for Deed 

Section 4.11 
 Acquired Property 

Section 4.12 
 Leases 

Section 4.13 
 Notice to Borrowers 

Section 4.14 
 Notice of Claims 

Section 4.15 
 Use of the FDIC's Name and Reservation of Statutory Powers 

Section 4.16 
 Prior Servicer Information 

Section 4.17 
 Release of Initial Member 

Structured Transaction Commercial 2010·1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
Article V Loans Sold "As Is" and Without Recourse 33 

Section 5.1 Loans Conveyed "As Is" ..................................................................................... 33 


Section 5.2 No Warranties or Representations with Respect to Escrow Accounts ........... 34 


Section 5.3 No Warranties or Representations as to Amounts of Unfunded Principal.... 34 


Section 5.4 Disclaimer Regarding Calculation or Adjustment of Interest on any Loan .. 34 


Section 5.5 No Warranties or Representations With Regard to Information ................... 34 


Section 5.6 Intervening or Missing Assignments .................................................................. 35 


Section 5.7 No Warranties or Representations as to Documents ....................................... 35 


Article VI Repurchase by the Initial Member at the Company's Option 35 


Section 6.1 Repurchases at.Company's Option .................................................................... 35 


Section 6.2 Notice to Initial Member ..................................................................................... 3 7 


·Section 6.3 Re-delivery of Notes, Files and Documents ....................................................... 37 


Section 6.4 Waiver of Company's Repurchase Option ....................................................... 38 


Article VII Notices 39 


Section 7.1 Notices ................................................................................................................... 39 


Section 7.2 Article VI Notice .................................................................................................. 39 


Section 7.3 Transfer Documents ............................................................................................ 40 


Section 7.4 All Other Notices .................................................................................................40 


Article VIII Miscellaneous Provisions 41 


Section 8.1 Severability........................................................................................................... 41 


Section 8.2 Governing Law .................................................................................................... 42 


Section 8.3 Cost, Fees and Expenses ...................................................................................... 42 


Section 8.4 Waivers; Amendment and Assignment .............................................................42 


Section 8.5 No Presumption ................................................................................................... 43 


Section 8.6 Entire Agreement ................................................................................................ 43 


Section 8.7 Jurisdiction; Venue and Service ......................................................................... 43 


Section 8.8 Waiver of Jury Trial............................................................................................ 45 


Section 8.9 Counterparts; Facsimile Signatures .................................................................. 45 


Section 8.10 Headings ............................................................................................................... 45 


Section 8.11 Compliance with Law .......................................................................................... 45 


Section 8.12 Right to Specific Performance ............................................................................ 46 


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Multibank Structured Transaction 2009-1 CML-ADC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
Attachment A 

Attachment B 

Attachment C 

Attachment D 

Attachment E 

Attachment F -1 

Attachment F-2 

Attachment G 

Attachment H 

Schedule 1 

Attachments and Schedule 

Loan Schedule 

Loan Value Schedule 

Affidavit and Assignment of Claim 

Allonge 

Assignment and Lost Instrument Affidavit 

Assignment of Real Estate Mortgage 

Assignment of Real Estate Deed ofTrust 

Assignment ofAssignment ofLeases and Rents and Other Loan 

Documents 

Limited Power ofAttorney 

List ofPurchase Money Notes 

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Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
LOAN CONTRIBUTION AND SALE AGREEMENT 


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

amended or supplemented, this "Agreement") is made and entered into as ofthe 18th day of 

May, 2010 (the "Closing Date") by and between THE FEDERAL DEPOSIT INSURANCE 

CORPORATION (acting in any capacity, the "FDIC") AS RECEIVER FOR SILVERTON 

BANK, N.A. (including its successors and assigns thereto, the "Initial Member"), and 2010-1 

SFG VENTURE LLC, a Delaware limited liability company (the "Company"). 

RECITALS 

WHEREAS, the FDIC has been appointed as receiver for Silverton Bank, N.A., a failed 

financial institution (the "Failed Bank"); 

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

Loan Schedule attached hereto as Attachment A (the "Loan Schedule"); 

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

WHEREAS, the Initial Member has formed the Company and was admitted as its initial 

and sole member, owning one hundred percent (100%) ofthe issued and outstanding limited 

liability company interests in the Company (the "LLC Interests"); 

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

capital contribution and partly as a sale, in the manner and on the terms and conditions more 

fully set forth herein; 

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

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

will execute and deliver to the Initial Member the Company's Purchase Money Notes of even 

date herewith with the maturity dates and in the principal amounts set forth on Schedule 1 

attached hereto (collectively, the "Purchase Money Notes", and each individually, a "Purchase 

Money Note"), as guaranteed by the FDIC pursuant to that certain Guaranty Agreement of even 

date herewith between the FDIC, in its corporate capacity (the "Purchase Money Notes 

Guarantor"), and as receiver for the Failed Bank (the "Purchase Money Notes Guaranty"); 

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

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

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

Security and Guaranty Agreement of even date herewith between the Company and the FDIC 

(the "Reimbursement, Security and Guaranty Agreement") and the Underlying Collateral 

Documents (as hereinafter defined); 

WHEREAS, the Initial Member has agreed to provide additional financing to the 

Company in the maximum amount not to exceed $30,000,000 to enable the Company to fund 

Working Capital Expenses (as defined in the LLC Operating Agreement referred to below) in 

connection with the Loans (the "Revolver"), which funding shall be provided pursuant to, and in 

Structured Transaction Commercia12010·1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374·8.084080.0017 
accordance with, the terms ofthat certain Credit Agreement dated of even date herewith (the 

"Revolving Credit Agreement") between the Initial Member, as lender (in such capacity, the 

"Revolver Lender"), and the Company, as borrower, with the repayment obligations under the 

Revolver being secured by the assets ofthe Company pursuant to the Revolving Credit 

Agreement and the Revolver Documents (as defined below); 

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

Agreement of even date herewith (the "Transferred LLC Interest Sale Agreement") by and 

among the Initial Member, the Company and Square Mile Lodging Recovery LLC, a Delaware 

limited liability company (the "Private Owner"), the Initial Member has agreed to sell and 

transfer forty percent ( 40%) ofthe LLC Interests (such transferred portion ofthe LLC Interests, 

the "Transferred LLC Interest") to the Private Owner for a purchase price set forth in the 

Transferred LLC Interest Sale Agreement (the "Transferred LLC Interest Sale Price"), the 

completion ofsuch sale being referred to as the "Closing"; 

WHEREAS, the Transferred LLC Interest Sale Price has been allocated among the Loans 

by the Private Owner (such allocated amount with respect to a Loan, the "Loan Value"), as set 

forth on the Loan Value Schedule attached hereto as Attachment B (the "Loan Value 

Schedule"); and 

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

relating to the contribution and sale ofthe Loans to the Company and certain other matters as set 

forth in this Agreement. 

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

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

sufficiency ofwhich are hereby acknowledged, the Initial Member and the Company hereby 

agree as follows: 

Article I 


Definitions and Construction 


Section 1.1 Definitions. For purposes ofthis Agreement, the following terms shall 

have the meanings and definitions hereinafter respectively set forth: 

"Account Control Agreement" has the meaning given in the Custodial and Paying 

Agency Agreement. 

"Accounting Records" means the general ledger, supporting subsidiary ledgers and 

schedules, and loan servicing system records ofthe Initial Member or the SFG Servicer as agent 

ofthe Initial Member. 

"Acquired Property" means, collectively, the Receiver Acquired Property and the 

Company Acquired Property. 

"Action" means any claim, action, suit, arbitration or proceeding, whether at law or in 

equity, before or by a Governmental Authority. 

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Structured Transaction Commercial2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
"Adjusted Cut-Off Date Unpaid Principal Balance" means, with respect to any Loan, 

the Cut-Off Date Unpaid Principal Balance adjusted higher or lower, as appropriate, to reflect the 

actual Unpaid Principal Balance ofthe Loan as ofthe Cut-offDate on the Accounting Records 

and to correct errors reflected in the Cut-Off Date Unpaid Principal Balance due to (i) 

miscalculations, misapplied payments, unapplied payments, unrecorded advances of principal or 

other disbursements, or other accounting errors with respect to the period ending on the Cut-Off 

Date, (ii) the effect of any flnal court decree, unappealable regulatory enforcement order or other 

similar action of a legal or regulatory nature effective on or before the Cut-OffDate, (iii) a 

foreclosure sale that occurred on or before the Cut-Off Date for which the Redemption Period, if 

any, expired on or before the Cut-OffDate or (iv) the portion of any Dishonored Check that was 

applied to (and reflected in) the Cut-Off Date Unpaid Principal Balance. 

"Adjusted Escrow Balance" means, with respect to any Loan, the Escrow Balance 

adjusted higher or lower, as appropriate, to reflect the actual balance ofthe Escrow Account as 

reflected on the Accounting Records as ofthe Cut-Off Date and to correct errors reflected in the 

Escrow Balance due to (i) miscalculations, misapplied payments, unapplied payments, 

unrecorded disbursements or other accounting errors with respect to the period ending on the 

Cut-OffDate, (ii) the effect of any flnal court decree, unappealable regulatory enforcement order 

or other similar action of a legal or regulatory nature effective on or before the Cut-OffDate, (iii) 

a foreclosure sale that occurred on or before the Cut-Off Date for which the Redemption Period, 

if any, expired on or before the Cut-Off Date, or (iv) the portion of any Dishonored Check that 

was applied to (and reflected in) the Escrow Balance. 

"Adjustment Percentage" means, with respect to any Loan, the quotient (expressed as a 

decimal) ofthe Loan Value for such Loan divided by the Cut-OffDate Unpaid Principal Balance 

ofsuch Loan. 

"Advances" means the sum of all unreimbursed amounts advanced by or on behalf ofthe 

Initial Member or the Company or any predecessor-in-interest ofthe Initial Member or the 

Company for the benefit of a Borrower or a third-party advanced to meet required scheduled 

payments, or to protect the Initial Member's or the Company's or any such predecessor-ininterest's Lien position or the Underlying Collateral, including payment of ad valorem taxes and 

premiums for hazard and forced placed insurance as permitted by the terms of any Loan 

Document. Advances do not include Funding Draws. 

"Affected Loan" has the meaning given in Section 4.5(d)(i). 

"Mfidavit and Assignment of Claim" means an Affidavit and Assignment ofClaim in 

the form attached hereto as Attachment C. 

"Affiliate" means, with respect to any specified Person, (i) any other Person directly or 

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

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

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

general partner, managing member, trustee, employee or promoter ofthe Person specified or any 

Immediate Family Member of such officer, director, partner, member, trustee, employee or 

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Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

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

which any Person referred to in clause (ii) or (iii) acts in the stated capacity, or (v) any Person 

who is an officer, director, general partner, managing member, trustee or holder often percent 

(1 0%) or more ofthe outstanding voting securities, voting equity interests or beneficial interests 

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

Agreement, none ofthe Initial Member, the Revolver Lender, the collateral agent under the 

Reimbursement, Security and Guaranty Agreement or the Purchase Money Notes Guarantor 

shall be deemed to be an Affiliate ofthe Company or of any Affiliate ofthe Company. For 

purposes ofthis definition, the term "control" (including the phrases "controlled by" and 

"under common control with"), when used with respect to any specified Person, means the 

possession, directly or indirectly, ofthe power to direct or cause the direction ofthe management 

and policies ofsuch Person, whether through the ownership ofvoting securities or interests, by 

contract or otherwise. 

"Agreement" has the meaning given in the preamble to this Agreement, and includes all 

exhibits, schedules and attachments to this Agreement. 

"Ancillary Documents" means the LLC Operating Agreement, the Servicing Agreement 

(including the Electronic Tracking Agreement), the Custodial and Paying Agency Agreement, 

one or more Account Control Agreements, the Transferred LLC Interest Sale Agreement, the 

Purchase Money Notes (and any promissory note reissued in respect thereof pursuant to Section 

2.8 ofthe Custodial and Paying Agency Agreement), the Purchase Money Notes Guaranty, the 

Reimbursement, Security and Guaranty Agreement, and the Revolver Documents, in each case 

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

delivered in connection with the Closing. 

"Assignment and Lost Instrument Affidavit" means an Assignment and Lost 

Instrument Affidavit in the form attached hereto as Attachment E. 

"Bankruptcy Rule" means any ofthe rules set forth under the Federal Rules of 

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

"Bid" has the meaning given in the Transferred LLC Interest Sale Agreement. 

"Borrower" means any borrower with respect to any Loan. 

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

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

or authorized by Law to close. 

"Closing" has the meaning given in the recitals. 

"Closing Date" has the meaning given in the preamble. 

"Collection Account" has the meaning given in the Custodial and Paying Agency 

Agreement. 

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Structured Transaction Commercial2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.00!7 
"Company" has the meaning given in the preamble. 

"Company Acquired Property" means (i) Underlying Collateral to which title is 

acquired by or on behalf ofthe Company or any Ownership Entity by foreclosure, by deed in lieu 

offoreclosure, by power ofsale or by sale pursuant to the Uniform Commercial Code, (ii) the 

equity interests in any such Ownership Entity holding any such Underlying Collateral, and (iii) 

the assets held directly or indirectly by any such Ownership Entity. 

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

property to such third party upon payment ofthe amounts set forth therein and/or the 

performance of any other obligations described therein, including any installment land sale 

contract. 

"Custodial and Paying Agency Agreement" means the Custodial and Paying Agency 

Agreement of even date herewith between the Company, the Purchase Money Notes Guarantor, 

the Initial Member (in its capacity as the Revolver Lender and the Collateral Agent) and Wells 

Fargo Bank, N.A., in its capacities as the Custodian and the Paying Agent. 

"Custodial Documents" has the meaning given in the Custodial and Paying Agency 

Agreement. 

"Custodian" has the meaning given in the Custodial and Paying Agency Agreement. 

"Cut-Off Date" means as ofthe close ofbusiness on March 31,2010. 

"Cut-Off Date Unpaid Principal Balance" means, with respect to any Loan, the 

estimate ofthe Unpaid Principal Balance ofthe Loan as ofthe Cut-Off Date as stated on the 

Loan Schedule. 

"Deficiency Balance" means the remaining unpaid principal balance of any Note or Loan 

sold or contributed pursuant to this Agreement after crediting to it the proceeds of a foreclosure 

sale, deed in lieu of foreclosure (if applicable) or any other exercise of remedies with respect to 

Underlying Collateral. 

"Discretionary Funding Advance" has the meaning given in the LLC Operating 

Agreement. 

"Dishonored Check" means any check or similar instrument that has been returned due 

to insufficient funds or a stop payment order. 

"Distribution Date Report" has the meaning given in the Custodial and Paying Agency 

Agreement. 

"Due Period" has the meaning given in the Custodial and Paying Agency Agreement. 

"Electronic Tracking Agreement" has the meaning given in the Custodial and Paying 

Agency Agreement. 

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Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

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"Environmental Hazard" means the presence at, in or under any Mortgaged Property 

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

improvements whether by buildings or facilities, and any personal property, fixtures, leases and 

other property or rights pertaining thereto), of any "hazardous substance," as such term is defined 

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

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

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

requires remediation or abatement pursuant to applicable Law. 

"Escrow Account" means an account maintained by the Initial Member or any 

predecessor-in-interest ofthe Initial Member (including SFG) or agent of any ofthe foregoing 

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

"Escrow Balance" means, with respect to any Loan, the positive escrow balance (if any) 

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

"Escrow Payments" means the amounts for the purpose ofpaying ground rents, taxes, 

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

mortgage insurance premiums, fire and hazard insurance premiums and other payments, or for 

the purpose ofpaying construction costs, that have been deposited in escrow or designated as 

such by the Borrower to the Initial Member or any of its predecessors-in-interest (including SFG) 

or any servicer or other agent with respect to any Loan. 

"Excess Damage Liability" has the meaning given in Section 4.5(d)(i). 

"Excess Principal" has the meaning given in Section 2.4(c). 

"Excess Working Capital Advances" has the meaning given in the LLC Operating 

Agreement. 

"Excluded Liabilities" has the meaning given in Section 2.2. 

"Excluded Liabilities Litigation" has the meaning given in Section 4.5(a)(i). 

"Existing Servicer" means a Person (including SFG) acting as servicer for any Loan as 

ofthe Cut-Off Date. 

"Failed Bank" has the meaning given in the recitals. 

"FDIC" has the meaning given in the preamble. 

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

subdivision of or in such other jurisdiction. 

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

Underlying Collateral is located in any Foreign Jurisdiction. 

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Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
"Funding Draws" has the meaning given in the LLC Operating Agreement. 

"GAAP" means the generally accepted accounting principles as in effect in the United 

States from time to time. 

"Governmental Authority" means (i) any United States or non-United States national, 

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

subdivision thereof, or (ii) any governmental, regulatory or administrative authority, agency or 

commission or judicial or arbitral body of any ofthe foregoing described in clause (i). 

"Immediate Family Member" means with respect to any individual, his or her spouse, 

parent, parent-in-law, grandparent, descendent, nephew, niece, brother, sister, brother-in-law, 

sister-in-law, child (whether natural or adopted), child-in-law, step child, grandchild and 

grandchild-in-law. 

"Initial Member" has the meaning given in the preamble. 

"Interim Servicing Fee" means the fee to be paid by the Company to the Initial Member 

for the provision ofinterim servicing on behalf ofthe Company with respect to the Loans for the 

period beginning on the day after the Cut-Off Date and ending on the Servicing Transfer Date 

pursuant to Section 3.3 hereof. The Interim Servicing Fee for each Due Period (including the 

months in which the Cut-OffDate and Servicing Transfer Date occur) with respect to the Loans 

will be calculated, earned and due as ofthe first (1st) day of each Due Period by multiplying (i) 

the Unpaid Principal Balance ofthe Loans calculated as ofthe first day ofsuch Due Period, by 

(ii) one-quarter percent (0.25%), by (iii) a fraction, the numerator ofwhich is the number of days 

in the respective Due Period (whether or not the Cut-OffDate or the Servicing Transfer Date 

occurs within such Due Period) and the denominator ofwhich is three hundred sixty (360). 

"Interim Servicing Period" has the meaning given in Section 3.3(b). 

"Law" means any applicable statute, law, ordinance, regulation, rule, code, injunction, 

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

"Lien" means any pledge, security interest, charge, restriction on or condition to transfer, 

voting or exercise or enjoyment of any right or beneficial interest, option, right offirst refusal, 

easement, covenant, restriction and any other lien, claim or encumbrance of any nature 

whatsoever. 

"Limited Power of Attorney" means the Limited Power ofAttorney in the form 

attached hereto as Attachment H. 

"LLC Interests" has the meaning given in the recitals. 

"LLC Operating Agreement" means the Amended and Restated Limited Liability 

Operating Company Agreement of even date herewith among the Initial Member, the Private 

Owner and the Company. 

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Structured Transaction Commercia12010-l SFG LLC 

Loan Contribution and Sale Agreement 

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"Loan" means any loan, Loan Participation, Ownership Entity (including any cash and 

cash equivalents held directly or indirectly by such Ownership Entity) or Receiver Acquired 

Property listed on the Loan Schedule, and any loan into which any listed loan or Loan 

Participation is refinanced or modified, and includes with respect to each such loan, Loan 

Participation, Ownership Entity, Receiver Acquired Property or other related asset or any 

Related Agreement: (i) any obligation evidenced by a Note; (ii) all rights, powers or Liens ofthe 

Initial Member in or under the Underlying Collateral and Underlying Collateral Documents and 

in and to Acquired Property (including all Ownership Entities and Acquired Property held by any 

Ownership Entity); (iii) all rights ofthe Initial Member pursuant to any Contract for Deed and in 

or to the real property that is subject to any such Contract for Deed; (iv) all rights ofthe Initial 

Member pursuant to any lease and in or to the related leased property; (v) all rights to causes of 

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

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

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

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

Section 2.7; (vi) all guaranties, warranties, indemnities and similar rights in favor ofthe Initial 

Member with respect to any ofthe Loans; (vii) all rights ofthe Initial Member under the Related 

Agreements; and (viii) all rights ofthe Initial Member to any Deficiency Balances. 

"Loan Documents" means all documents, agreements, certificates, instruments and other 

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

delivered or caused to be delivered by any Borrower, any Obligor or any other obligor 

evidencing, creating, guaranteeing or securing, or otherwise executed or delivered in respect of, 

all or any part of a Loan or any Acquired Property or evidencing any transaction contemplated 

thereby, and all Modifications thereto. 

"Loan File" means all documents pertaining to any Loan, either copies or originals, that 

are in the possession ofthe Initial Member or the SFG Servicer or any oftheir employees or 

contractors responsible for the servicing ofthe Loan, other than (i) the original Notes, renewals 

ofthe Notes and other Underlying Collateral Documents and Custodial Documents, and (ii) 

confidential or privileged communications between the Initial Member or the SFG Servicer (or 

any oftheir respective predecessors-in-interest) and its legal counsel; provided, however, that the 

Loan Files do not include files maintained by other employees or agents ofthe Initial Member or 

the SFG Servicer (or any oftheir respective predecessors-in-interest) that are not responsible for 

servicing ofthe Loan or attorney-client or work product privileged materials held by the Initial 

Member's or the SFG Servicer's (or any oftheir respective predecessors-in-interest's) legal 

counsel unless, in the opinion ofsuch counsel, the disclosure ofthe material is not likely to result 

in the waiver ofthe attorney-client or work product privilege. 

"Loan Participation" means any loan identified on the Loan Schedule subject to a 

shared credit, participation, co-lending or similar intercreditor agreement pursuant to which the 

Initial Member or any ofits predecessors-in-interest was the lead or agent financial depository 

institution or otherwise managed or held the credit or sold participations, or under which the 

Initial Member or any ofits predecessors-in-interest was a participating financial depository 

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

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Loan Contribution and Sale Agreement 

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"Loan Proceeds" has the meaning given in the LLC Operating Agreement. 

"Loan Schedule" has the meaning given in the recitals. 

"Loan Value" has the meaning given in the recitals. 

"Loan Value Schedule" has the meaning given in the recitals. 

"Manager" has the meaning given in the LLC Operating Agreement. 

"MERS" means Mortgage Electronic Registration Systems, Incorporated. 

"MERS Registered Mortgages" has the meaning given in Section 3.l(c). 

"MERS® System" has the meaning given in the LLC Operating Agreement. 

"Modification" means any extension, renewal, substitution, replacement, supplement, 

amendment or modification of any agreement, certificate, document, instrument or other writing, 

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

"Monthly Report" has the meaning given in the LLC Operating Agreement. 

"Mortgage" means the mortgage, deed oftrust, deed to secure debt, trust deed or other 

instrument, including any amendments or modifications thereto, creating a first or junior Lien on 

or ownership interest in a Mortgaged Property. 

"Mortgage Assignment" means, with respect to any Mortgage, an assignment ofthe 

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

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

assignment ofthe Mortgage. 

"Mortgaged Property" means any underlying real property constituting part ofthe 

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

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

property, fixtures, leases and other property or rights pertaining thereto. 

"Note" means each note or promissory note, lost instrument affidavit, loan agreement, 

shared credit or loan participation agreement, intercreditor agreement, reimbursement agreement, 

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

evidencing a Loan, and all Modifications to the foregoing. 

"Obligations" means all obligations, liabilities and commitments ofthe Initial Member 

or any ofits predecessors-in-interest relating to a Loan and arising or due or payable after the 

Cut-Off Date pursuant to and in accordance with any ofthe related Notes, Underlying Collateral 

Documents, Loan Documents or Related Agreements, including the commitment to make 

advances of funds to or for the benefit ofthe Borrower thereunder. 

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Structured Transaction Commercial2010-1 SFG LLC 

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WDC99 1841374-8.084080.0017 
"Obligor" means (i) any guarantor of all or any portion of any Loan or all or any of any 

Borrower's obligations set forth and described in the Loan Documents, or (ii) any other Person 

(other than a Borrower, the lender(s) and any administrative or other agent) that is obligated 

pursuant to the Loan Documents with respect to a Loan, and shall include the guarantor under 

any completion guaranty or similar document. 

"Order" has the meaning given in Section 6.1. 

"Ownership Entity" means a Single Purpose Entity that is a subsidiary ofthe Company, 

whether contributed by the Initial Member on the Closing Date (if any) or formed or acquired by 

the Company thereafter; provided, however, that, with respect to any entity transferred to the 

Company on the Closing Date pursuant to this Agreement that is not a Single Purpose Entity as 

ofsuch date, any such entity shall be deemed to be an Ownership Entity. 

"Participated Loan" shall have the meaning given in Section 4.9. 

"Paying Agent" has the meaning given in the Custodial and Paying Agency Agreement. 

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

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

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

entity. 

"Pre-Approved Charges" means the costs and expenses expressly designated as "PreApproved Charges" in Sections 2.8, D.(£}, 3.l(d)(i), 3.l(e), 3.2(b), 4.3, 4.10 and 5.6, and no 

other costs or expenses. 

"Principal Deficiency" shall have the meaning given in Section 2.4(c). 

"Private Owner" has the meaning given in the recitals. 

"Purchase Money Notes" or "Purchase Money Note" has the meaning given in the 

recitals. 

"Purchase Money Notes Guaranty" has the meaning given in the recitals. 

"Purchase Money Notes Guarantor" has the meaning given in the recitals. 

"Receiver Acquired Property" means (i) Underlying Collateral title to which has been 

acquired by or on behalf ofthe Initial Member or any ofits predecessors-in-interest by 

foreclosure, by deed in lieu offoreclosure, by power ofsale or by sale pursuant to the Uniform 

Commercial Code, in any such case in accordance with the Loan Documents ifthe foreclosure or 

other acquisition event occurs after the Cut-offDate, or occurred on or before the Cut-OffDate 

but the Redemption Period had not expired on or before the Cut-OffDate, (ii) the equity interests 

in any Ownership Entity holding any such Underlying Collateral, and (iii) the assets held directly 

or indirectly by any such Ownership Entities. 

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Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
"Redemption Period" means the statutory time period, if any, during which a foreclosed 

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

ofthe jurisdiction in which the property is located, which period (ifthe jurisdiction provides for 

the same) may vary among the jurisdictions that do provide for a Redemption Period. 

"Reimbursement, Security and Guaranty Agreement" has the meaning given in the 

recitals. 

"Related Agreement" means (i) any agreement, document or instrument (other than the 

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

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

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

correspondence and comments relating to any obligation), (ii) any agreement relating to real 

property or rights in or to any real property (including leases, tenancies, concessions, licenses or 

other rights of occupancy or use and security deposits related thereto) related to any Loan, (iii) 

any collection, contingency fee, and tax and other service agreements that are specific to the 

Loans (or any ofthem) and that are assignable, (iv) any letter of assurance, letter of credit or 

similar instrument evidencing an obligation ofthe Initial Member or any ofits predecessors-ininterest that was issued for the benefit of any Person and relates in any way .to a Loan or the 

acquisition, development or construction of any project with respect to which the proceeds of 

such Loan were used or were intended to be used, and (v) any interest rate swap arrangement 

between the Borrower and the Initial Member or Silverton Bridge Bank or any oftheir respective 

predecessors-in-interest or the Company (in each case as the applicable lender, agent or other 

creditor under the Loan) that relates to any Loan. 

"Related Party" means any party related to the Borrower in the manner delineated in 26 

U.S.C.A. 267(b) and the regulations promulgated thereunder, as such law and regulations may be 

amended from time to time. 

"Released Parties" has the meaning given in Section 4.17(b). 

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

ofthe Loan Value ofsuch Loan multiplied by 2.5 and (ii) the product of(x) the aggregate 

original principal face amount ofthe Purchase Money Notes and (y) the quotient (expressed as a 

decimal) ofthe Loan Value ofsuch Loan divided by the Transferred LLC Interest Sale Price. 

"Repurchase Percentage" means, with respect to any Loan, the quotient (expressed as a 

decimal) ofthe Repurchase Loan Value for such Loan divided by the Adjusted Cut-Off Date 

Unpaid Principal Balance ofsuch Loan. 

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

Repurchase Percentage multiplied by the Unpaid Principal Balance ofthe Loan as ofthe date of 

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

Company with respect to such Loan (excluding any expenses described in Section 12.7(b) ofthe 

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

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Loan Contribution and Sale Agreement 

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

transferred to the Initial Member at the time ofthe repurchase. 

"Revolver" has the meaning given in the recitals. 

"Revolver Account" has the meaning given in the Custodial and Paying Agency 

Agreement. 

"Revolver Documents" means the Revolving Credit Agreement and all other 

agreements, instruments and other documents evidencing and/or securing the Revolver. 

"Revolver Lender" has the meaning given in the recitals. 

"Revolving Credit Agreement" has the meaning given in the recitals. 

"Servicer" has the meaning given in the LLC Operating Agreement. 

"Servicing Agreement" has the meaning given in the LLC Operating Agreement. 

"Servicing Expenses" has the meaning given in the LLC Operating Agreement. 

"Servicing Transfer Date" means, with respect to any Loan, the date on which the 

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

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

Section 3.3, which date the Initial Member and the Company anticipate shall be no later than 

July 31, 2010 or such other date as is agreed to by the Initial Member and the Company, it being 

understood and agreed that (i) the loan servicing records for all Loans will be transferred to the 

Servicer's system ofrecords at the same time such that there is only one (1) Servicing Transfer 

Date applicable to all Loans, and (ii) the Initial Member and the Company will proceed (and the 

Company is to cause the Servicer to proceed) with all commercially reasonable diligence to 

effect such transfer ofloan servicing records as soon as is practicable after the Closing. 

"SFG" means Specialty Finance Group, LLC, a Georgia limited liability company and a 

direct wholly-owned subsidiary ofthe Failed Bank. 

"SFG Servicer" means SFG, as servicer under that certain Servicing Agreement between 

the Initial Member and SFG dated as of May 18, 2010. 

"Single Purpose Entity" has the meaning given in the LLC Operating Agreement. 

"Transfer Documents" means the endorsements and allonges to Notes, Assignment and 

Lost Instrument Affidavits (if applicable), Mortgage Assignments, deeds, assignment ofleases 

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

evidence the transfer to the Company ofthe Loans, the Underlying Collateral and the Underlying 

Collateral Documents and the Initial Member's rights with respect to the Loans and the 

Underlying Collateral. The form Allonge to be used in preparation ofthe Transfer Documents is 

attached hereto as Attachment D, the form ofAssignment and Lost Instrument Affidavit to be 

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Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

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used in preparation ofthe Transfer Documents is attached hereto as Attachment E, the forms of 

Assignment ofReal Estate Mortgage and Assignment of Real Estate Deed ofTrust to be used in 

the preparation ofthe Transfer Documents are attached hereto as Attachments F-1 and F-2, 

respectively, and the form ofthe Assignment of Assignment of Leases and Rents and Other Loan 

Documents to be used in the preparation ofthe Transfer Documents is attached hereto as 

Attachment G. 

"Transfer Taxes" means any taxes, assessments, levies, imposts, duties, deductions, 

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

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

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

Underlying Collateral and the Underlying Collateral Documents or the rights in the Underlying 

Collateral or the assignment and assumption ofthe Obligations thereunder. 

"Transferred LLC Interest" has the meaning given in the recitals. 

"Transferred LLC Interest Sale Agreement" has the meaning given in the recitals. 

"Transferred LLC Interest Sale Price" has the meaning given in the recitals. 

"Underlying Collateral" means any and all real or personal property, whether tangible, 

intangible or mixed, securing or pledged to secure a Loan, including (i) any account, equipment, 

guarantee or contract right, or equity, partnership or other interest that is the subject of any 

Underlying Collateral Document, and (ii) as the context requires, Acquired Property, whether or 

not so expressly specified. 

"Underlying Collateral Document" means any pledge agreement, security agreement, 

personal, corporate or other guaranty, deed oftrust, deed, trust deed, deed to secure debt, 

mortgage, contract for the sale ofreal property, assignment, collateral agreement, stock power or 

other agreement or document of any kind, whether an original or a copy, whether similar to or 

different from those enumerated, (i) securing in any manner the performance or payment by any 

Borrower or any Obligor ofits obligations or the obligations of any other Borrower or Obligor 

pursuant to any ofthe Loans or Notes evidencing the Loans, or (ii) evidencing any Acquired 

Property or the ownership of any Acquired Property. For the avoidance of doubt, Underlying 

Collateral Document does not include any document or agreement insofar as collateral 

encumbered by such agreement has been foreclosed under such agreement on or before the CutOffDate, except to the extent that a Borrower's or Obligor's obligations thereunder survive such 

foreclosure. 

"Uniform Commercial Code" means the Uniform Commercial Code as in effect in any 

applicable jurisdiction, as the same might be amended from time to time. 

"Unpaid Principal Balance" has the meaning given in the LLC Operating Agreement. 

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

accordance with the following: 

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(a) References to "Affiliates" include only other Persons that from time to 

time constitute "Affiliates" ofsuch specified Person, and do not include, at any particular time, 

other Persons that might have been, but at such time have ceased to be, "Affiliates" ofsuch 

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

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

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

replacement to such Law. 

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

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

(e) References to any document, instrument or agreement (i) are deemed to 

include all appendices, exhibits, schedules and other attachments thereto and all documents, 

instruments or agreements issued or executed in replacement thereof, and (ii) mean such 

document, instrument or agreement, or replacement thereto, as amended, modified and 

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

given time. 

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

and words of similar import refer to this Agreement as a whole and not to any particular 

provision ofthis Agreement. 

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

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

they are in fact followed by such words. 

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

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

such period. 

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

used herein are deemed to include the plural and vice versa and impersonal pronouns are deemed 

to include the personal pronoun ofthe appropriate gender. 

Article II 


Contribution and Sale of Loans 


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

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

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

Money Notes and otherwise as a capital contribution, all right, title and interest ofthe Initial 

Member in and to: 

(a) the Loans (including all Receiver Acquired Property, equity and other 

interests in any Ownership Entity formed by the Initial Member or any ofits predecessors-in14 

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WDC99 1841374-8.084080.0017 
interest, the Notes, the other Loan Documents and Related Agreements), including all future 

advances made with respect thereto, effective as ofthe Cut-Off Date, and all rights in the 

Underlying Collateral pursuant to the Underlying Collateral Documents; 

(b) all amounts payable to the Initial Member or any of its predecessors-ininterest under the Loan Documents and all obligations owed to the Initial Member or any of its 

predecessors-in-interest in connection with the Loans and the Loan Documents, in each case 

after the Cut-OffDate; 

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

whether known or unknown, against a Borrower or any Obligor or any oftheir respective 

Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in 

connection with the Loans or the Loan Documents or that is in any way based on or related to 

any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims 

and all other claims at law or in equity arising under or in connection with the Loan Documents 

or the transactions related thereto or contemplated thereby, excluding, however, any and all 

claims, suits, causes or action and other rights retained by the Initial Member pursuant to Section 

2.7; 

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

account ofthe Initial Member or any of its predecessors-in-interest under the Loans after the 

Cut-OffDate, including all distributions received through redemption, consummation of a plan 

ofreorganization, restructuring, liquidation or otherwise of a Borrower or Obligor under or with 

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

distributed or collected with respect to any ofthe foregoing; and 

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

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

Section 2.2 Liabilities Assumed by the Company. The Company hereby assumes 

and, subject to the provisions of Section 3.3, agrees effective as ofthe Cut-Off Date to perform 

and pay all of the Obligations. The Initial Member and the Company agree that the conveyance 

contemplated by Section 2.1 and the other provisions ofthis Agreement is intended to be an 

absolute conveyance and transfer of ownership ofthe Loans in part by capital contribution and in 

part by sale. Notwithstanding anything to the contrary in this Agreement, however, it is 

understood and agreed that, except for the Obligations, the Initial Member shall not assign and 

the Company shall not assume or be liable for any of the following liabilities (the "Excluded 

Liabilities"): 

(a) any monetary liability or monetary obligation ofthe Initial Member to the 

extent attributable to an act, omission or circumstances that occurred or existed prior to the CutOff Date and that constitutes a breach or default under any contract (including any contract 

included in the Obligations), a tort, willful misconduct, fraud or a violation of Law by the Initial 

Member; 

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(b) any monetary claim against or monetary liability of the FDIC in its 

capacity as receiver for the Failed Bank that was, is or will be subject to or is required to be 

asserted through the receivership administrative claims processes administered by the FDIC in its 

capacity as receiver for the Failed Bank pursuant to 12 U.S.C. § 182l(d)(3) through (13); and 

(c) any monetary claim against or monetary liability based on any alleged act 

or omission ofthe Failed Bank that is not provable or allowable, or is otherwise barred against 

the FDIC as receiver for the Failed Bank under applicable Law, including claims and liabilities 

that are barred under 12 U.S.C. §§ 1821(c), (d), (e) (including§ 182l(e)(3)), (i), (j); 12 U.S.C. § 

1822; 12 U.S.C. § 1823; or 12 U.S.C. § 1825. 

Section 2.3 Allocation of Payments; Advances. 

(a) All payments and other amounts received on account of any ofthe Loans 

or Underlying Collateral on or before the Cut-Off Date shall be retained by and shall belong to 

the Initial Member. Any and all Loan Proceeds received at any time after the Cut-OffDate shall 

be allocated and distributed to and shall belong to the Company. 

(b) On the Business Day immediately preceding the Closing Date, the Initial 

Member shall have provided or caused to be provided to the Company a statement setting forth 

any amounts advanced by the Initial Member or SFG to satisfy any Funding Draws after the CutOffDate. On the Closing Date, the Company shall pay or reimburse the Initial Member for any 

amounts advanced by the Initial Member or SFG to satisfy any Funding Draws after the Cut-Off 

Date through the Closing Date as set forth in such statement. 

(c) On the Servicing Transfer Date, the Initial Member shall provide or cause 

to be provided to the Company a statement setting forth (i) the amount of all Advances made by 

the Initial Member or SFG with respect to the Loans after the Cut-OffDate and through the 

Servicing Transfer Date and the amount of any reimbursement that the Initial Member or SFG 

has received from the respective Borrower or Obligor after the Cut-OffDate through the 

Servicing Transfer Date, and (ii) the amount of any Servicing Expenses and Pre-Approved 

Charges paid by the Initial Member or SFG out of its own funds after the Cut-Off Date through 

the Servicing Transfer Date and the amount of any reimbursement thereof received from the 

respective Borrower or Obligor. The Initial Member shall be paid or reimbursed by the 

Company on the Servicing Transfer Date for Advances that the Initial Member or SFG makes 

after the Cut-Off Date through the Servicing Transfer Date out ofits own funds (rather than 

using Loan Proceeds to pay for the respective expenses for which the Advances are made) to the 

extent not reimbursed by a Borrower or Obligor. In addition, the Initial Member shall be paid or 

reimbursed by the Company on the Servicing Transfer Date for Servicing Expenses or PreApproved Charges that the Initial Member or SFG pays after the Cut-OffDate through the 

Servicing Transfer Date out ofits own funds (rather than withdrawing such funds from the 

Collection Account or the Revolver Account or otherwise using Loan Proceeds to pay for the 

respective Servicing Expenses or Pre-Approved Charges) to the extent not reimbursed by a 

Borrower or Obligor. Any such amounts for Advances, Servicing Expenses or Pre-Approved 

Charges paid after the Cut-Off Date through the Servicing Transfer Date owed to but not 

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reimbursed to the Initial Member on the Servicing Transfer Date shall be reimbursed by the 

Company to the Initial Member on demand. 

(d) The Initial Member shall be responsible for reimbursing each third-party 

Existing Servicer for any payments made by such third-party Existing Servicer to fund Servicing 

Expenses or Pre-Approved Charges with respect to a Loan after the Cut-OffDate through the 

Servicing Transfer Date, as well as for any advances ofprincipal or interest with respect to a 

Loan made by such third-party Existing Servicer prior to the Servicing Transfer Date. The Initial 

Member also shall be responsible for paying any fee owing to an Existing Servicer in connection 

with the termination of any servicing agreement with such Existing Servicer. 

Section 2.4 Adjustments. 

(a) The Private Owner shall, and shall cause the Servicer to, cooperate with 

the Initial Member and the SFG Servicer in reconciling the amounts ofAdvances made with 

respect to each Loan after the Closing Date and prior to the Servicing Transfer Date to fund 

Servicing Expenses, Pre-Approved Charges or otherwise. 

(b) On the Servicing Transfer Date, the Initial Member shall provide the 

Company with, or cause to be provided to the Company, a statement setting forth, for each Loan, 

the Adjusted Cut-OffDate Unpaid Principal Balance, Adjusted Escrow Balance and the Unpaid 

Principal Balance as ofthe Servicing Transfer Date. Each such statement shall be accompanied 

by an explanation ofthe reasons for any adjustment to any Cut-Off Date Unpaid Principal 

Balance or Escrow Balance. 

(c) Ifthe Adjusted Cut-Off Date Unpaid Principal Balance of any Loan 

exceeds the Cut-Off Date Unpaid Principal Balance of such Loan (such excess, the "Excess 

Principal"), the Private Owner shall be liable to the Initial Member for an amount equal to the 

Adjustment Percentage multiplied by the Excess Principal. If the Cut-OffDate Unpaid Principal 

Balance of any Loan exceeds the Adjusted Cut-Off Date Unpaid Principal Balance of any Loan 

(such deficiency, the "Principal Deficiency"), the Initial Member shall be liable to the Private 

Owner for an amount equal to the Adjustment Percentage multiplied by the Principal Deficiency. 

No adjustment will be made for any miscalculation of interest on any Loan. 

(d) On the Servicing Transfer Date, the aggregate amount owed by the Private 

Owner to the Initial Member pursuant to Section 2.4(c) (excluding the amount of any Advances, 

Servicing Expenses and Pre-Approved Charges due to the Initial Member) shall be subtracted 

from the aggregate amount owed to the Private Owner by the Initial Member pursuant to Section 

2.4(c). Ifthe resulting amount is a positive number, the Initial Member shall pay such amount to 

the Private Owner, and ifthe resulting amount is a negative number, the Private Owner shall pay 

the absolute value of such amount to the Initial Member. In addition, an amount equal to the 

positive balance of any Escrow Accounts with respect to the Loans as ofthe Servicing Transfer 

Date shall be remitted to the Servicer (and shall not be considered to constitute Loan Proceeds 

under the LLC Operating Agreement or Custodial and Paying Agency Agreement). Any monies 

due to the Private Owner or the Initial Member pursuant to this Section 2.4 with respect to a 

given Loan shall be paid on the Servicing Transfer Date. The Company shall adjust its records 

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Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
to reflect the Adjusted Cut-Off Date Unpaid Principal Balances, the Adjusted Escrow Balances 

and the Unpaid Principal Balances with respect to the Loans. 

Section 2.5 Rebates and Refunds. The Company is not entitled to any rebates or 

refunds from the Initial Member or any of its predecessors-in-interest, including SFG, from any 

pre-computed interest Loan regardless ofwhen the Note matures. Further, on pre-computed 

interest Loans, neither the Initial Member nor or any ofits predecessors-in-interest (including 

SFG) will refund any unearned discount amounts to the Company. 

Section 2.6 Interest Conveyed. In the event a foreclosure occurs after the Cut-Off 

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

before the Cut-Off Date, the Initial Member shall convey to the Company the Deficiency 

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

Member or any ofits predecessors-in-interest was the purchaser at such foreclosure sale, the 

Initial Member shall convey to the Company the Deficiency Balance, if any, together with a 

special warranty deed to the Receiver Acquired Property purchased at such foreclosure sale. The 

Company acknowledges and agrees that the Company shall not acquire any interest in or to (a) 

any such Underlying Collateral that was foreclosed by the Initial Member or any ofits 

predecessors-in-interest on or before the Cut-Off Date and for which the Redemption Period, if 

any, had expired on or before the Cut-Off Date and (b) any performance or completion bond or 

letter of credit or other assurance filed with any Governmental Authority with respect to any 

Loan for the purpose of ensuring that improvements constructed or to be constructed are 

completed in accordance with any governmental regulations or building requirements applicable 

to the proposed or completed improvement to the extent that any such performance or 

completion bond or letter of credit or other assurance constitutes a promise or obligation ofthe 

Initial Member or any ofits predecessors-in-interest to make any payment or otherwise provide 

any performance or satisfaction. 

Section 2.7 Retained Claims. Notwithstanding anything to the contrary in this 

Agreement, the Company and the Initial Member agree that the contribution and sale ofthe 

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

interest ofthe Initial Member, SFG, the Failed Bank and any oftheir respective predecessors-ininterest in and to any and all claims of any nature whatsoever that now might exist or hereafter 

might arise, whether known or unknown, that the Initial Member, SFG, the Failed Bank or any 

their respective predecessors-in-interest have or had or that any might have or might have had, 

regardless of when any such claim is discovered, against any ofthe following: (a) officers, 

directors, employees, insiders, accountants, attorneys, other Persons employed by the Initial 

Member, SFG, the Failed Bank or any oftheir respective predecessors-in-interest, underwriters 

or any other similar Persons who might have caused a loss to the Initial Member, SFG, the Failed 

Bank or any oftheir respective predecessors-in-interest in connection with the initiation, 

origination, servicing or administration of a Loan; (b) any appraisers, accountants, auditors, 

attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or 

other professional individuals or Persons who performed services for the Initial Member, SFG, 

the Failed Bank or any oftheir respective predecessors-in-interest relative to the initiation, 

origination, servicing or administration of a Loan; (c) any third parties for alleged fraud, 

misrepresentation or other misconduct in connection with the initiation, origination, servicing or 

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administration of a Loan; or (d) any appraiser or other Person with whom the Initial Member, 

SFG, the Failed Bank or any of their respective predecessors-in-interest or any servicing agent 

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

or administration of a Loan. 

Section 2.8 Transfer Taxes. Except as otherwise provided herein, the Company shall 

pay, indemnify and hold harmless the Initial Member and SFG from and against any Transfer 

Taxes, and shall timely file any returns required to be filed with respect to such Transfer Taxes; 

provided, however, that the Initial Member shall pay (and shall not be entitled to be reimbursed 

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

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

pursuant to this Section 2.8 shall constitute Pre-Approved Charges. 

Article III 


Transfer of Loans, Underlying Collateral Documents and Servicing 


Section 3.1 Delivery of Documents. The Company and the Initial Member agree to 

execute and deliver to one another the following: 

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

Member as the Initial Member elects to deliver to the Company. 

(b) Subject to the provisions ofthe LLC Operating Agreement, the Initial 

Member shall deliver or cause to be delivered the Notes, other Custodial Documents and 

Underlying Collateral Documents for each Loan to the Custodian as soon as is practicable after 

the Closing Date and shall deliver or cause to be delivered the Loan Files for such Loan to either 

the Company or the Servicer (as directed by the Company), in either case on or within a 

reasonable period oftime after the Servicing Transfer Date with respect to such Loan. 

(c) For any ofthe mortgages and/or other Underlying Collateral Documents 

securing the Loans that are registered on the MERS System (collectively, the "MERS 

Registered Mortgages"), the Company shall cause the MERS Registered Mortgages to be 

transferred on the MERS® System on or within a reasonable time after the Servicing Transfer 

Date. To the extent the cost oftransferring the MERS Registered Mortgages is a cost imposed 

by MERS on the transferor of a Loan, that cost shall be borne by the Initial Member. Otherwise, 

the costs imposed by MERS with respect to the transfer ofthe MERS Registered Mortgages shall 

be borne by the Company and all such costs shall constitute Pre-Approved Charges, provided, 

however, that any such expenses with respect to MERS Registered Mortgages as to which the 

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

Existing Servicer during the period prior to the Servicing Transfer Date) within six (6) months 

after the Closing Date shall not constitute Pre-Approved Charges and such charges shall be borne 

by the Private Owner alone. The Company shall provide a report to the Initial Member on the 

progress and status ofthe transfers on the MERS System ofthe MERS Registered Mortgages on 

the first (1st) day of the seventh (7th) month following the Closing Date and again on the first 

(1st) anniversary ofthe Closing Date. 

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(d) (i) In the event that the Initial Member does not deliver or cause to be 

delivered all the Transfer Documents on the Closing Date, (A) the Company will prepare on 

behalf ofthe Initial Member, within the period specified in Section 3.1 (d)(iii), all such Transfer 

Documents not delivered by or on behalf ofthe Initial Member to the Company on the Closing 

Date and (B) on or within a reasonable time following the Closing Date, the Initial Member will 

grant a Limited Power ofAttorney to selected officers ofthe Company for the purpose of 

executing on behalf ofthe Initial Member such Transfer Documents prepared by the Company 

pursuant to Section 3.l(d)(i)(A). Reasonable and customary expenses paid to third parties 

actually incurred by the Company in complying with the obligations set forth in the preceding 

sentence and paid to third parties shall constitute Pre-Approved Charges, provided, however, that 

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

submitted for recordation or filing within six (6) months after the Closing Date (as such time 

period may be extended pursuant to the immediately following sentence) shall not constitute PreApproved Charges and shall be borne by the Private Owner alone. Such six-month period for 

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

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

defined in the Custodial and Paying Agency Agreement); provided, that the Private Owner is 

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

necessary or appropriate to complete and submit the Transfer Documents. All Transfer 

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

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

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

documents. The Company hereby releases the Initial Member, SFG and their respective 

predecessors-in-interest from any loss or damage incurred by the Company due to the contents or 

form of any documents prepared by the Company pursuant to this Section 3.l(d) (the form of 

which was not provided by the Initial Member as an attachment hereto) and the Private Owner 

shall indemnify and hold harmless the Initial Member, SFG and their respective predecessors-ininterest from and against any claim, action or cause of action asserted by any Person, including 

the Company, arising out ofthe contents or form of any Transfer Document (the form ofwhich 

was not provided by the Initial Member as an attachment hereto), including any claim relating to 

the adequacy or inadequacy of any such document or instrument for the purposes thereof, and the 

use (or purported use) by the Company ofthe Limited Power ofAttorney in any way not 

expressly permitted by its terms. 

(ii) The Company shall use the forms set forth in Attachment D 

through Attachment G, inclusive, in preparing the Transfer Documents. All documents of 

assignment, conveyance or transfer (not including special warranty deeds to the Receiver 

Acquired Property, which shall contain the special warranty included therein but no other 

warranties or representations, but including all other Transfer Documents) shall contain the 

following sentence: "This assignment is made without recourse, and without representation or 

warranty, express or implied, or by operation oflaw of any kind and nature whatsoever by the 

Federal Deposit Insurance Corporation in its corporate capacity or as receiver for Silverton Bank, 

N.A." 

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

file them if and as appropriate in accordance with Section 3.2, as soon as is practicable following 

the Closing Date but in any event within six (6) months after the Closing, except ifthe delay is 

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

in the Custodial and Paying Agency Agreement), provided, that the Private Owner is working 

diligently to locate the missing information or otherwise take such steps as might be necessary or 

appropriate to complete and submit the relevant documentation. The Company shall provide a 

report to the Initial Member, the Revolver Lender and the Purchase Money Notes Guarantor on 

the progress and status ofthe preparation, execution, recording and/or filing and delivery ofthe 

original documents to the Custodian as required by this Agreement promptly following a request 

therefor from the Initial Member and in any event upon the first (1st) day ofthe seventh (7th) 

month following the Closing Date and again on the first (1st) anniversary ofthe Closing Date. 

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

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

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

Reasonable and customary expenses actually incurred by the Company in complying with the 

obligations set forth in the preceding sentence and paid to third parties shall constitute PreApproved Charges. Documents presented to the Initial Member to assign Foreign Loans to the 

Company must be accompanied by a letter on the foreign counsel's letterhead, signed by the 

foreign counsel preparing those documents, certifying that those documents conform to the Law 

ofthe Foreign Jurisdiction. Each such document and instrument shall be delivered to the Initial 

Member in the English language; provided, however, that any document required for its purposes 

to be executed by the Initial Member in a language other than the English language shall be 

delivered to the Initial Member in such language, accompanied by a translation thereof in the 

English language, certified as to its accuracy by an executive officer or general counsel ofthe 

Company and, ifsuch executive officer or general counsel shall not be fluently bilingual, by the 

translator thereof. 

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

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

any such document or instrument or otherwise (except with respect to the special warranty 

contained in a special warranty deed to any Receiver Acquired Property), nor is the Initial 

Member obligated to obtain any consents or approval to the sale or transfer ofthe Loans or the 

related servicing rights, if any, or the assumption by the Company ofthe Obligations. 

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

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

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

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

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

requested ofthe Initial Member within three hundred sixty-five (365) calendar days after the 

Closing Date. 

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Section 3.2 Recordation of Documents. 

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

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

Documents for recordation or filing in the appropriate land, chattel, Uniform Commercial Code, 

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

Jurisdiction) to effect the transfer of the Loans to the Company. Notwithstanding anything 

herein to the contrary, the transfer of the Loans from SFG to the Initial Member immediately 

prior to and in connection with the Closing shall not be required to be submitted for recordation 

or filing in any land, chattel, Uniform Commercial Code or other records and the recordable 

Transfer Documents prepared by the Company pursuant to Section 3.l(d) shall, to the extent not 

prohibited by Law, evidence the transfer ofthe Loans from SFG (on behalf ofthe Initial 

Member) to the Company at Closing. All Transfer Documents shall provide that all recorded 

documents be returned to the Custodian at its notice address set forth in Section 7.3, as such 

address might be modified in the manner provided in the Custodial and Paying Agency 

Agreement. The Company shall be responsible for diligently and promptly following up with 

respect to any non-conforming Transfer Documents that are returned and not recorded, gaps in 

the chain oftitle and the like to ensure that each and all ofthe Transfer Documents are properly 

filed or recorded as appropriate. The Company shall include in the reports described in and 

required pursuant to Section 3.1 ( d)(iii) all required information concerning the recording and! or 

filing and return of all recordable Transfer Documents. 

(b) Reasonable and customary expenses actually incurred by the Company in 

complying with the obligations set forth in this Section 3.2 and paid to third parties shall 

constitute Pre-Approved Charges; provided, however, that any such expenses with respect to a 

Transfer Document that is not properly prepared and submitted for recordation or filing within 

six (6) months after the Closing Date shall not constitute Pre-Approved Charges and shall be 

borne by the Private Owner alone. Such six-month period for the preparation and submission of 

a Transfer Document for recordation shall be extended ifthe delay is due to a matter noted as an 

"Exception" on the "Collateral Certificate" (as such terms are defined in the Custodial and 

Paying Agency Agreement), provided, that the Private Owner is working diligently to locate the 

missing information or otherwise take such steps as may be necessary or appropriate to complete 

and submit the Transfer Document(s). The Initial Member shall, if such is affirmatively required 

under the Law of a relevant Foreign Jurisdiction, take such actions as are necessary in such 

Foreign Jurisdiction to effect the purposes ofthis Article III. 

Section 3.3 Transfer ofServicing. 

(a) The Loans are conveyed to the Company on a servicing-released basis. 

Subject to Section 3.3(b), from and after the Cut-OffDate, all rights, obligations, liabilities and 

responsibilities with respect to the servicing ofthe Loans shall inure to the benefit of and be 

assumed by the Company, and notwithstanding anything herein to the contrary, the Initial 

Member shall be discharged from all responsibility and liability therefor, including any liability 

arising from any interim servicing provided by the Initial Member, SFG or any other third-party 

servicer pursuant to this Section 3.3. The Company shall assume from and after the Cut-Off 

Date all obligations and liabilities with respect to any and all asset management and special 

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servicing functions with respect to the Loans, notwithstanding any interim servicing that the 

Initial Member, SFG or any other third-party servicer might perform during the Interim 

Servicing Period. Without limiting the generality ofthe foregoing, the Company shall assume 

from and after the Cut-OffDate all obligations with respect to funding any Funding Draws and, 

with respect to any Funding Draws required to be made between the Cut-OffDate and the 

Closing Date, shall consult and coordinate with the Initial Member concerning the process for 

funding such Funding Draws. From and after the Closing Date, the Company shall consult and 

coordinate with the Paying Agent concerning any advances under the Revolver Documents and 

the provision of any Discretionary Funding Advances to fund any such construction draws. To 

facilitate communication among the Company, the Initial Member, SFG and any other thirdparty servicers, (i) the Company shall designate (and the Private Owner shall cause the Company 

to designate) a principal contact person to whom the Initial Member, SFG and any other thirdparty servicers will be authorized to refer during the respective Interim Servicing Period all asset 

management or special servicing inquiries and matters and all any circumstances outside the 

scope ofthe Initial Member's, SFG's and any other third-party servicers' limited interim 

servicing responsibilities, and (ii) the Initial Member shall designate one or more principal 

contact persons whom the Company and the Servicer will be authorized to contact with inquiries, 

guidance or directions concerning the Initial Member's, SFG's and any other third-party 

servicers' limited interim servicing responsibilities. Prior to the Closing Date, the Initial 

Member will establish protocols with respect to those servicing inquiries, matters and 

circumstances that are to be referred to the Company's designated principal contact person or 

that are to be handled by the Initial Member, SFG and any other third-party servicers as part of 

the limited interim servicing described in Section 3.3(b). 

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

Initial Member will provide interim servicing ofthe Loans, and/or will maintain agreements with 

the SFG Servicer or one or more third-party servicer to provide interim servicing ofthe Loans, 

on the Company's behalf beginning on the day after the Cut-Off Date and ending on the 

Servicing Transfer Date (the "Interim Servicing Period"). Any such agreements with the SFG 

Servicer or any other third-party servicer shall include provisions requiring that the servicer 

continue: (i) to receive payments and post them to the system ofrecord; (ii) to maintain records 

reflecting payments received; (iii) to provide the Company, on request, a schedule of payments 

processed; (iv) to make payments (whether from its own funds or otherwise) to fund Servicing 

Expenses and Pre-Approved Charges; and (v) provide payoffinformation to the Company 

regarding particular Loans, as applicable. The foregoing shall not limit the actions that the Initial 

Member, the SFG Servicer or any other Existing Servicer may take with respect to any Loan 

prior to the Servicing Transfer Date. In addition, unless the Company and the Initial Member 

agree otherwise, the Initial Member shall prepare and deliver or cause to be prepared and 

delivered the Monthly Reports (including the Distribution Date Reports) in accordance with the 

LLC Operating Agreement and the Custodial and Paying Agency Agreement for all Due Periods 

ending on or before the last day ofthe month in which the Servicing Transfer Date occurs. The 

Initial Member may engage agents ofthe Initial Member's own choosing to perform such interim 

servicing. Each ofthe SFG Servicer, any other Existing Servicer and any agent chosen by the 

Initial Member to perform such interim servicing shall be (and hereby is) authorized by the 

Company to use and withdraw funds from the Collection Account, the Revolver Account and the 

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Escrow Accounts and to request Excess Working Capital Advances (ifnecessary) in the 

performance ofthe interim servicing duties pursuant to this Section 3.3 during the Interim 

Servicing Period if it so chooses (including with respect to the payment and satisfaction of any 

Servicing Expenses or Pre-Approved Charges in full ifthe amount ofLoan Proceeds it has 

collected and is retaining is insufficient to pay and satisfy such Servicing Expenses or PreApproved Charges in full). Subject to the provisions of Sections 4.5(a) and 4.6, the Initial 

Member's obligation to perform or cause the performance of this interim servicing shall cease on 

the Servicing Transfer Date. On the Servicing Transfer Date, the Initial Member will provide the 

Company with or cause to be provided to the Company a statement setting forth for the period 

from the effective date ofthe most recent regular Monthly Report that the Initial Member has 

delivered or caused to be delivered to the Company and the Servicing Transfer Date (i) the 

amount of payments and other amounts received for each Loan, and (ii) the amount of payments 

made to fund Servicing Expenses made but not reimbursed by the applicable Borrower or 

Obligor (including payments made from the Initial Member's, the SFG Servicer's or any other 

third-party servicer's own funds), which amounts are to be reimbursed in accordance with 

Section 2.3(b). Each such statement also shall include any amounts to be paid to the Initial 

Member on the Servicing Transfer Date pursuant to Sections 2.3 and 2.4. 

(c) During the Interim Servicing Period, the Initial Member shall cause all 

Loan Proceeds (including any recoveries ofAdvances) remaining after reimbursement or 

payment of Servicing Expenses and Pre-Approved Charges to be remitted to the Collection 

Account on a monthly basis not later than two (2) Business Days prior to the Distribution Date 

(as such term is defined in the Custodial and Paying Agency Agreement) for such month. Each 

ofthe Initial Member, the SFG Servicer and any other third-party servicer shall be (and they 

each hereby are) authorized by the Company to use Loan Proceeds with respect to any Loan, 

prior to the time such Loan Proceeds are required to be remitted to the Collection Account 

(including for the reimbursement of any Advances that the Initial Member might make during 

the Interim Servicing Period) in their discretion in connection with the servicing ofthe Loans. 

(d) In consideration ofthe services provided by or on behalf ofthe Initial 

Member pursuant to this Section 3.3, the Company shall pay the Interim Servicing Fee to the 

Initial Member for each Due Period in which the Initial Member provides or causes to be 

provided interim servicing (including the Due Period in which the Cut-OffDate and the 

Servicing Transfer Date occur) in the manner described in the Custodial and Paying Agency 

Agreement. The Interim Servicing Fee will be calculated, earned and due as ofthe first day of 

each Due Period and will be payable on each Distribution Date pursuant to the provisions ofthe 

Custodial and Paying Agency Agreement. For the avoidance of doubt, any such Interim 

Servicing Fee payable prior to the Servicing Transfer Date shall be net of any servicing fees 

payable to the SFG Servicer or any other third-party servicers and offset by such servicer against 

Loan Proceeds. 

(e) The Company hereby ratifies any and all actions taken by the Initial 

Member, the SFG Servicer or any other third-party servicer in the performance of interim 

servicing activities and functions prior to the Closing Date, including any oversight by the Initial 

Member ofthe SFG Servicer or any other third-party servicer in connection with the servicing of 

the Loans. The Company acknowledges and agrees that the Initial Member, SFG and their 

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Structured Transaction Commercial 2010-1 SFG LLC 

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WDC991841374-8.084080.0017 
respective agents are performing interim servicing activities and functions for the Company as an 

accommodation to the Company and that none ofthe Initial Member, SFG or any other thirdparty servicer shall have any liability for any acts or omissions taken in connection therewith 

(other than to correct calculation, allocation or distribution errors). Except for amounts for 

which the Company may be reimbursed as provided in the LLC Operating Agreement and the 

Custodial and Paying Agency Agreement, the Company hereby releases and forever discharges 

the Initial Member, SFG, the FDIC, the Failed Bank and any other third-party servicer and their 

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

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

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

demands, causes of action, judgments or legal proceedings and remedies of whatever kind or 

nature that the Company had, has or might have in the future, whether known or unknown, that 

are related in any manner whatsoever to the servicing ofthe Loans (other than gross negligence 

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

(f) The Initial Member and the Private Owner shall cooperate in their efforts 

to cause the Servicing Transfer Date to occur prior to July 31, 2010 to the extent reasonably 

practicable, unless a later date is consented to by the Initial Member. 

Section 3.4 Grant of Power of Attorney by Company. The Company hereby 

irrevocably appoints each ofthe Initial Member and SFG as its lawful attorney-in-fact, with full 

authority in the place and stead ofthe Company and in the name ofthe Company, the Initial 

Member, SFG or otherwise, and with full power ofsubstitution in the premises (which power of 

attorney, being coupled with an interest, is irrevocable for so long as the Company is in 

existence), from time to time in the Initial Member's discretion, following a failure by the 

Company to satisfy promptly its obligations pursuant to Section 3.1, Section 3.2, Section 4.10, 

Section 4.11, Section 4.12 and Section 4.13 as they relate to the preparing, furnishing, executing 

and/or recording of any ofthe Transfer Documents or any other relevant matter set forth in any 

such provision to prepare, furnish, execute and/or record all relevant Transfer Documents and 

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

obligations ofthe Company pursuant to Section 3.1, Section 3.2, Section 4.10, Section 4.11, 

Section 4.12 and Section 4.13. 

Article IV 


Covenants, Duties and Obligations of the Company 


Section 4.1 Servicing of Loans. From and after the Servicing Transfer Date, the 

Company shall service the Loans in compliance with the LLC Operating Agreement. 

Section 4.2 Collection Agency/Contingency Fee Agreements. The Company 

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

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

outstanding and in effect as ofthe Servicing Transfer Date and are assignable) that relate only to 

the Loans (or any ofthem), and assumes and agrees to fulfill all Obligations ofthe Initial 

Member or any of its predecessors-in-interest thereunder. 

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

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

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

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

approved by such Governmental Authority, if such approval is required. The Company further 

acknowledges and agrees that, upon assumption ofthe Obligations with respect to the Loans, it 

assumes full responsibility for determining whether or not any such insurance or guarantees are 

in effect on the date ofthis Agreement and, with respect to those Loans with respect to which 

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

acknowledges and agrees that, upon assumption ofthe Obligations with respect to the Loans, it 

assumes full responsibility for taking any and all actions as might be necessary to insure such 

insurance or guarantees remain in full force and effect. The Company acknowledges and agrees 

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

fulfill all ofthe Initial Member's, SFG's, the Failed Bank's or any oftheir respective 

predecessors-in-interest's Obligations under the contracts of insurance or guaranty. Any out-ofpocket fees due to any insurer or guarantor incurred by the Company to fulfill its obligations set 

forth in the preceding sentence and paid to such insurer or guarantor shall constitute PreApproved Charges. 

Section 4.4 Reporting to or for the Applicable Taxing Authorities. With respect to 

each Loan, the Initial Member shall be responsible for submitting or causing to be submitted all 

tax information returns with all applicable Governmental Authorities for all applicable periods 

prior to the respective Servicing Transfer Date, and the Company shall be responsible for 

submitting all tax information returns with all applicable Governmental Authorities for all 

applicable periods commencing with the respective Servicing Transfer Date. Information returns 

include reports on Internal Revenue Service Forms 1 098 and 1099. The Company shall be 

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

Jurisdiction, to the extent such information returns are required to be filed by the Company or the 

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

Closing Date falls and thereafter. 

Section 4.5 Loans in Litigation. 

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

litigation as ofthe Closing Date that consists solely of claims or actions based upon, arising out 

of or involving Excluded Liabilities ("Excluded Liabilities Litigation"), the Company shall 

have no obligation to substitute its counsel to represent the Company's interests in the Excluded 

Liabilities Litigation. In such case, the Initial Member shall retain all rights and obligations, and 

shall remain the real party-in-interest, with respect to and shall retain control over the Excluded 

Liabilities Litigation. With respect to any Loan that is the subject of any type of pending 

litigation that consists of both Excluded Liabilities Litigation and other claims or actions, that 

portion of any litigation that consists ofExcluded Liabilities Litigation shall be bifurcated from 

such other claims or actions, with the Initial Member retaining all rights and obligations, and 

remaining the real party-in-interest, with respect to and retaining control over the Excluded 

Liabilities Litigation and the Company substituting itself as the real party in interest and taking 

control ofthe remaining claims in the litigation as is provided otherwise in this Section 4.5. The 

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Initial Member shall pay all ofthe costs and expenses incurred by it in connection with any such 

Excluded Liabilities Litigation, including all legal fees and expenses and court costs. The Initial 

Member's determination whether or not pending litigation consists ofExcluded Liabilities 

Litigation and the extent to which pending litigation consists of both Excluded Liabilities 

Litigation and other claims or actions shall be conclusive and binding for all purposes with 

respect to this Agreement. 

(ii) With respect to any Loan that is the subject of any type ofpending 

litigation as ofthe Closing Date other than pending litigation that consists entirely ofExcluded 

Liabilities Litigation, the Company shall notify the FDIC's Regional Counsel, 1601 Bryan 

Street, Dallas, Texas 75201~4586, within fifteen (15) Business Days before the Servicing 

Transfer Date or such other date as is agreed to by the Initial Member and the Company, ofthe 

name ofthe attorney selected by the Company to represent the Company's interests in the 

litigation. Before such date, the Company shall notify the clerk ofthe court or other appropriate 

official and all counsel of record that ownership ofthe Loan was transferred from the Initial 

Member to the Company. Subject to the provisions of Sections 4.5(c) and@, the Company 

shall have its attorney file appropriate pleadings and other documents and instruments with the 

court or other appropriate body before the Servicing Transfer Date, substituting the Company's 

attorney for the Initial Member's attorney, removing the Initial Member, SFG, the Failed Bank 

and any oftheir predecessors~in-interest as a party to the litigation and substituting the Company 

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

from retaining the same attorney retained by the Initial Member, SFG, the Failed Bank or any of 

their respective predecessors-in-interest to handle such litigation with respect to the Loans, 

provided, however, that, with respect to litigation referred to in Section 4.5(c), the Company 

shall not retain the same counsel that represents the Initial Member, SFG, the Failed Bank or any 

oftheir respective predecessors-in-interest in connection with such litigation unless the FDIC's 

Regional Counsel (referred to above) agrees in writing to such dual representation. Subject to 

the provisions of Section 4.5(b) (and the Company's compliance with its obligations therein) and 

Section 4.5(d), in the event the Company fails, prior to the Servicing Transfer Date, to remove 

the Initial Member, SFG, the Failed Bank and their respective predecessors-in~interest as parties 

to the litigation and substitute the Company as the real party-in-interest, (i) the Initial Member 

may, but shall have no obligation to, continue to pursue or defend such litigation on behalf ofthe 

Company, and (ii) in the event the Initial Member does continue to pursue or defend such 

litigation, the Company shall be liable for and hereby agrees to pay all costs and expenses 

incurred by the Initial Member, SFG, the Failed Bank or any oftheir respective predecessors~ininterest in connection therewith, which expenses shall constitute Servicing Expenses. 

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

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

the Failed Bank and their respective predecessors-in-interest to be replaced by the Company as 

party-in-interest in any pending litigation as required by Section 4.5(a), the Company shall so 

notify the FDIC's Regional Counsel, at the address specified above, no less than five (5) 

Business Days before the Servicing Transfer Date and shall provide such evidence to such effect 

reasonably satisfactory to the Seller stating the reasons for such failure. In any such event, (i) the 

Company shall cause its attorney to conduct such litigation at the Company's expense, which 

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expense shall constitute Servicing Expenses, (ii) the Company shall cause the removal ofthe 

Initial Member, SFG, the Failed Bank and their respective predecessors-in-interest and 

substitution ofthe Company as party-in-interest in such litigation at the earliest time possible 

under Law, (iii) the Company shall use commercially reasonable efforts to cause such litigation 

to be resolved by judgment or settlement in as reasonably efficient a manner as practical, (iv) the 

Initial Member shall cooperate with the Company and the Company's attorney as reasonably 

required in the Initial Member's sole judgment to bring such litigation or any settlement relating 

thereto to a reasonable and prompt conclusion, and (v) no settlement shall be agreed upon by the 

Company or its agents or counsel without the express prior written consent ofthe Initial 

Member, unless such settlement includes an irrevocable and complete waiver and release of any 

and all potential claims against the Initial Member, SFG, the Failed Bank and any oftheir 

respective predecessors-in-interest in relation to such litigation or the subject Loans or 

Obligations by any Person asserting any claim in the litigation, including the Company and any 

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

fees, costs and expenses relating thereto shall be paid by the Company without recourse of any 

kind to the Initial Member, SFG, the Failed Bank or any oftheir respective predecessors-ininterest (other than to the extent the same constitute Servicing Expenses). The Company shall 

provide to the Initial Member no later than twenty (20) Business Days following the Closing 

Date a report showing the status of each pending litigation with respect to the replacement ofthe 

Company as the party-in-interest. The Company shall pay all ofthe costs and expenses incurred 

by it in connection with the actions required to be taken by it pursuant to Section 4.5(a) and this 

Section 4.5(b) (which expenses shall constitute Servicing Expenses), including all legal fees and 

expenses and court costs (which expenses shall constitute Servicing Expenses), and shall 

reimburse the Initial Member, upon demand, for all legal expenses the Initial Member, SFG, the 

Failed Bank or any oftheir respective predecessors-in-interest incurs on or after the Cut-Off Date 

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

thereof or withdrawal therefrom (which costs incurred by the Initial Member, SFG, the Failed 

Bank or any predecessor-in-interest thereto shall constitute Servicing Expenses for purposes of 

the Custodial and Paying Agency Agreement). 

(c) In the event that there exists or is asserted against the Company after the 

Closing Date any claim or action that relates in whole or in part to an Excluded Liability (and 

such claim or action is not based upon and does not arise out of any act or omission of or on 

behalfofthe Company, the Private Owner or the Servicer), (i) the Company shall (A) notify the 

Initial Member, in writing in accordance with the notice provisions ofArticle VII, ofsuch claim 

or action and (B) subject to the rights ofthe Initial Member set forth below, be responsible for 

and control and assume the investigation and/or defense of such claim on behalf ofthe Company 

and the Company's interest in the Loan(s), at the Company's expense and with counsel 

appointed by the Company, and (ii) the Initial Member shall be responsible for and control and 

assume any investigation and/or defense ofthe Initial Member, SFG, the Failed Bank and their 

respective predecessors-in-interest, at the Initial Member's own expense and with the Initial 

Member's own counsel to the extent any claim relates in whole or in part to an Excluded 

Liability. The Initial Member's determination whether or not any claim or liability in any such 

litigation is an Excluded Liability and the extent to which any such litigation relates to both 

Excluded Liabilities and other claims or liabilities shall be conclusive and binding for all 

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purposes with respect to this Agreement. The Company and the Initial Member shall cooperate 

in the defense of any such claim or action to the extent their interests are not in conflict and shall 

use commercially reasonable efforts to work together to resolve or settle such claims or action in 

a manner that is mutually agreeable and in their respective best interests. The Company shall 

obtain the prior written approval ofthe Initial Member before ceasing to defend against any 

claim or action that it is required to defend against pursuant to this Section 4.5(c). 

Notwithstanding the foregoing, the Initial Member may at any time assume and control the 

defense ofthe Company in connection with any action or litigation that exists or is asserted 

against the Company after the Closing Date that relates in whole or in part to an Excluded 

Liability at the Initial Member's expense. Subject to the provisions of Sections 4.5(d)(i) and@, 

the costs and expenses incurred by the Company in connection with its defense of any claim or 

action described in this Section 4.5(c), including (I) reasonable attorneys' fees and expenses 

incurred to defend against (or investigate) the same or pursue counterclaims or cross-claims 

against other parties, (II) awards or judgments assessed against the Company with respect to any 

such claim or action, or (III) the costs of any settlements described in Section 4.5(d)(ii) ofsuch 

claim or action, shall constitute Servicing Expenses for purposes ofthe Custodial and Paying 

Agency Agreement. 

(d) If, as a result of any claim or action subject to the provisions of Section 

4.5(c): 

(i) there is entered against the Company either (A) a fmal, nonappealable monetary judgment holding the Company liable for damages in excess of an amount 

equal to the Repurchase Loan Value ofthe Loan relating to or that is the subject ofsuch claim 

(such Loan, the "Affected Loan") (such excess amount, the "Excess Damage Liability"), or (B) 

a final monetary judgment that is appealable, which the Initial Member agrees in writing need 

not be appealed further by the Company, and that imposes an Excess Damage Liability on the 

Company, or 

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

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

the Company is obligated to pay an Excess Damage Liability, 

then, in any such case described in clause (i) or (ii) above, the Initial Member shall reimburse the 

Company for the Excess Damage Liability and the Initial Member shall be entitled, at its option, 

to repurchase the Affected Loan at its Repurchase Price in accordance with the repurchase 

provisions ofArticle VI; provided, however, that none ofthe Initial Member, SFG, the Failed 

Bank or any oftheir respective predecessors-in-interest shall be liable pursuant to this sentence 

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

Company or the Private Owner. 

(e) The provisions of Sections 4.5(a) through@: (i) are subject to the right 

ofthe Initial Member to retain claims pursuant to Section 2.7, including any such claims as may 

have been asserted in litigation pending as ofthe Closing Date; and (ii) do not modify in any 

manner the limitations on liabilities assumed by the Company pursuant to Section 2.2 or the 

definition ofExcluded Liabilities. At the Initial Member's discretion, litigation involving any 

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such claims shall be bifurcated, with the Initial Member remaining the real party-in-interest and 

retaining control over (and being responsible for pursuing and bearing the related costs to 

pursue) claims retained by it pursuant to Section 2.7 and the Company substituting itself as the 

real party-in-interest and taking control of (and being responsible for pursuing and bearing the 

cost ofpursuing) the remainder of the litigation. The Initial Member's determination whether or 

not litigation consists of any such claims and the extent to which litigation consists of any such 

claims shall be conclusive and binding for all purposes with respect to this Agreement. 

(f) Notwithstanding any provision to the contrary in this Agreement, any 

payments by the Company of Servicing Expenses pursuant to Section 4.5(c) shall be subject to 

the obligation ofthe Private Owner to reimburse the Initial Member under Section 4.6 of the 

LLC Operating Agreement. 

(g) Further notwithstanding any provision to the contrary in this Agreement, 

in the event that there is instituted any litigation challenging the repudiation of any obligation 

with respect to any Loan by the Initial Member and asserting that the Company has any liability 

arising from such repudiation, the Initial Member shall control and defend such litigation 

(including any claims or actions against the Company) and pay all costs and expense in respect 

thereof. 

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

3002, the Company shall take all actions necessary to file or cause the filing of, prior to the 

Servicing Transfer Date (i) proofs of claims in pending bankruptcy cases involving any Loans 

for which the Initial Member, SFG or the Failed Bank or any predecessor-in-interest thereto has 

not already filed a proof of claim, and (ii) all documents required by Rule 3001 of the Federal 

Rules of Bankruptcy Procedure, and to take all such similar actions as might be required in any 

relevant jurisdiction in any pending bankruptcy or insolvency case or proceeding in such 

jurisdiction involving any Loan in order to evidence and assert the Company's rights. The 

Company shall prepare and provide to the Initial Member, on or prior to the Servicing Transfer 

Date, an Affidavit and Assignment of Claim or any similar forms as might be required in any 

relevant Foreign Jurisdiction and shall be acceptable to the Initial Member, for each Loan where 

a Borrower under such Loan is in bankruptcy as ofthe Closing Date. The Company hereby 

releases the Initial Member, the FDIC, SFG, the Failed Bank and their respective predecessorsin-interest from any claim, demand, suit or cause of action the Company might have as a result 

of any action or inaction on the part of the Initial Member, the FDIC, SFG, the Failed Bank or 

their respective predecessors-in-interest with respect to such Loan. In the event the Company 

fails, prior to the Servicing Transfer Date, to take the actions required by this Section 4.6, (a) the 

Initial Member may, but shall have no obligation to, file or cause the filing of proofs of claim or 

other documents as the Initial Member determines to be necessary or appropriate to evidence and 

assert the Company's rights and, (b) in the event the Initial Member does take or causes to be 

taken any such actions, the Company shall be liable for and hereby agrees to pay all costs and 

expenses incurred by or on behalf ofthe Initial Member in connection therewith (which costs 

incurred by or on behalf of the Initial Member shall constitute Servicing Expenses for purposes 

of the Custodial and Paying Agency Agreement). The provisions ofthis Section 4.6 are subject 

to the right of the Initial Member to retain claims pursuant to Section 2.7, including any such 

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

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

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

pursuing and bearing the related costs to pursue) claims retained by it pursuant to Section 2. 7 and 

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

responsible for pursuing and bearing the cost of pursuing) the remaining claims in the litigation. 

Section 4.7 Loan Related Insurance. On the Closing Date, (a) the Initial Member 

shall cause to be assigned, to the extent assignable, all existing insurance policies in respect of 

the Underlying Collateral for each Loan, (b) the Company shall be responsible for having itself 

substituted as loss payee or named as additional insured, as applicable, on all Loan related 

insurance in which SFG, the Failed Bank or the Initial Member is currently listed as a loss payee 

or named as additional insured, as applicable, and (c) the Company shall cause to be put into 

place such insurance for the Underlying Collateral with respect to each Loan with respect to 

which a Borrower has failed to maintain required insurance, fire, hurricane, flood and hazard 

insurance with extended coverage as is required under the applicable Loan Documents. Upon 

the cancellation after the Cut-Off Date of any insurance policy maintained by the Initial Member, 

SFG or the Failed Bank with respect to any Loan and the receipt by the Company or the Initial 

Member of any refund of any premiums previously paid with respect thereto, such refunded 

amount shall inure to the benefit ofthe Borrowers with respect to the affected Loans, and such 

refunded amount shall be remitted to (or retained by) the Company and applied as appropriate to 

adjust the Escrow Accounts, if any, or other records with respect to such affected Loans. 

Section 4.8 Loans with Escrow Accounts. Amounts or balances related to the Loans 

on deposit in Escrow Accounts held or controlled by the Initial Member or an Existing Servicer 

shall be transferred to the Company on the Servicing Transfer Date. As ofthe Servicing 

Transfer Date, any negative escrow balances shall be netted against the amount of any positive 

escrow balances held in the Escrow Accounts transferred to the Company. The Company agrees 

to assume, undertake and discharge any and all Obligations ofthe holder ofthe Loans with 

respect to any Escrow Account and the maintenance ofsuch Escrow Account and the Escrow 

Payments paid by or on account ofthe related Borrower. 

Section 4.9 Initial Member as Lead Lender in Loan Participations. The Initial 

Member hereby assigns and the Company hereby assumes the role oflead lender for any Loans 

with respect to which a portion ofthe Loan was participated to one (1) or more Persons and in 

which the Initial Member, SFG or any oftheir respective predecessors-in-interest was the lead 

lender as ofthe Closing Date (each, a "Participated Loan"). The Company hereby agrees to 

accept any such Participated Loans subject to all participants' right, title and interest in such 

Participated Loans. 

Section 4.10 Contracts for Deed. The Company agrees to comply with all Obligations 

set forth in any Contract for Deed contained in any Loan subject to this Agreement. Pursuant to 

the provisions of Section 3.1, the Initial Member may require the Company to prepare and 

furnish special warranty deeds for the Initial Member's approval, conveying the real property 

subject to any such contract to the Company. The costs and expenses of any title curative work, 

ifrequired, shall constitute Pre-Approved Charges. 

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Section 4.11 Acquired Property. The Company agrees to comply with all Obligations 

set forth in any Underlying Collateral Document relating to Acquired Property unless, in the 

opinion ofthe Company, complying with the Obligations under such Underlying Collateral 

Documents would not be in the best interest (in terms ofmaximizing the value ofthe Loan) of 

the Company and the Initial Member. Pursuant to the provisions of Section 3.1, the Initial 

Member may require the Company to prepare and furnish special warranty deeds and other 

applicable Transfer Documents, for the Initial Member's approval, to convey the Receiver 

Acquired Property to the Company. 

Section 4.12 Leases. The Company agrees to comply with all Obligations set forth in 

any lease related to any Loan unless, in the opinion ofthe Company, complying with the 

Obligations under such lease would not be in the best interests (in terms of maximizing the value 

ofthe Loan) ofthe Company and the Initial Member. Pursuant to the provisions of Section 3.1, 

the Initial Member may require the Company to prepare and furnish applicable Transfer 

Documents with respect to such leases for the Initial Member's approval and execution. 

Section 4.13 Notice to Borrowers. The Company shall, on a timely basis in 

accordance with any Laws, and pursuant to the Limited Powers ofAttorney granted to it 

pursuant to Section 3.1Cd)(i), prepare and transmit to each Borrower a joint "hello" and 

"goodbye" letter, at the Company's expense, which letter shall be subject to the review and 

reasonable approval ofthe Initial Member. 

Section 4.14 Notice of Claims. The Company shall immediately notify the Initial 

Member, in accordance with the notice provisions of Section 7.4, of any claim, threatened claim 

or litigation against the Initial Member, SFG, the Failed Bank or any oftheir respective 

predecessors-in-interest arising out of any Loan. 

Section 4.15 Use of the FDIC's Name and Reservation of Statutory Powers. The 

Company shall not use or permit the use by its agents, successors or assigns of any name or 

combination ofletters that is similar to "FDIC" or "Federal Deposit Insurance Corporation", 

"SFG" or "Specialty Finance Group". The Company will not represent or imply that it is 

affiliated with, authorized by or in any way related to the FDIC or SFG except that, for so long 

as the FDIC is a member ofthe Company, the Company may represent that fact. The Company 

shall be entitled to assert (and claim the benefit of) the statute of limitations established under 12 

U.S.C. § 182l(d)(14). The Company acknowledges and agrees, however, that the assignment of 

any Loan or Underlying Collateral Document pursuant to the terms ofthis Agreement shall not 

constitute the assignment of any other rights, powers or privileges granted to the Initial Member 

pursuant to the provisions the Federal Deposit Insurance Act, including those granted pursuant to 

12 U.S.C. § 182l(d), 12 U.S.C. § 1823(e) and 12 U.S.C. § 1825, all such rights and powers being 

expressly reserved by the Initial Member; nor shall the Company assert or attempt to assert any 

such right, power or privilege in any pending or future litigation involving any Loan transferred 

or purchased hereunder. 

Section 4.16 Prior Servicer Information. The Company acknowledges and agrees 

that the Initial Member might not have access to information from servicers of a Loan prior to 

the appointment ofthe FDIC as receiver ofthe Failed Bank and that the Initial Member has not 

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requested any information not in the possession ofthe Initial Member or SFG from any prior 

servicer of a Loan. The Company acknowledges and agrees that the Initial Member will not be 

required under the terms ofthis Agreement or any Ancillary Document to request any 

information from any such prior servicer. 

Section 4.17 Release of the Initial Member, the FDIC, SFG and the Failed Bank. 

(a) Except as otherwise specifically provided in Article VI ofthis Agreement 

or in the LLC Operating Agreement or any other Ancillary Document, the Company hereby 

releases and forever discharges the Initial Member, the FDIC, SFG, the Failed Bank, all oftheir 

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

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

(other than the Company) and Affiliates, from any and all claims (including any counterclaim or 

defensive claim), demands, causes of action, judgments or legal proceedings and remedies of 

whatever kind or nature that the Company had, now has, might have had or might have in the 

future, whether known or unknown, which are related in any manner whatsoever to the Loans, 

the servicing ofthe Loans (before or after the Cut-Off Date) by the Initial Member, SFG, the 

Failed Bank or their respective predecessors-in-interest, or any Person acting on behalf ofthe 

Initial Member, the FDIC, SFG or the Failed Bank or their respective predecessors-in-interest 

(other than gross negligence or willful misconduct), or the acquisition ofthe Loans; provided, 

however, that nothing contained in this Section 4.17(a) shall constitute or be interpreted as a 

waiver of any express right that the Company has under this Agreement or any ofthe Ancillary 

Documents. 

(b) The Company agrees that it will not renew, extend, renegotiate, 

compromise, settle or release any Note or Loan or any right ofthe Company founded upon or 

growing out ofthis Agreement, except upon payment in full thereof, unless all Borrowers and 

Obligors on said Note or Loan shall first release and discharge the FDIC, the Initial Member, 

SFG and the Failed Bank, and their respective predecessors-in-interest, agents and assigns, other 

than the Company (the "Released Parties"), from all claims, demands and causes of action that 

any such Borrower or Obligor may have against any such Released Party arising out of or 

resulting from any act or omission occurring prior to the date of such release. 

Article V 


Loans Sold "As Is" and Without Recourse 


Section 5.1 Loans Conveyed "As Is". THE LOANS (INCLUDING ANY 

OWNERSHIP ENTITIES AND RECEIVER ACQUIRED PROPERTY) ARE CONVEYED 

AND ASSIGNED TO THE COMPANY "AS IS" AND "WITH ALL FAULTS," WITHOUT 

ANY REPRESENTATION, WARRANTY, GUARANTY OR, OTHER THAN AS 

EXPRESSLY PROVIDED WITH RESPECT TO THE REPURCHASE OPTION IN SECTION 

Q,l, RECOURSE WHATSOEVER, INCLUDING AS TO COLLECTABILITY, 

ENFORCEABILITY, VALUE OF UNDERLYING COLLATERAL, ABILITY OF ANY 

OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE, WHETHER EXPRESS 

OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE 

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INITIAL MEMBER, SFG, THE FAILED BANK OR THE FDIC, OR ANY OF THEIR 

RESPECTIVE PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE INITIAL 

MEMBER, SFG, THE FAILED BANK OR THE FDIC, OR ANY OF THEIR RESPECTIVE 

OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. THE INITIAL 

MEMBER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR 

REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, 

CONCERNING THE LOANS, THE UNDERLYING COLLATERAL OR THE 

UNDERLYING COLLATERAL DOCUMENTS, OR WITH RESPECT TO THE LEGALITY, 

VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY SWAP 

AGREEMENT OR ANY DOCUMENTS RELATING THERETO OR TO THE CONDITION, 

FINANCIAL OR OTHERWISE, OF THE PARTIES TO ANY SWAP AGREEMENT OR ANY 

OTHER PERSON OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES 

TO ANY SWAP AGREEMENT OR ANY OTHER PERSON OF ANY OF ITS 

OBLIGATIONS UNDER ANY SWAP AGREEMENT OR ANY DOCUMENTS RELATING 

THERETO OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING 

TO ANY SWAP AGREEMENT. 

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

Without limiting the generality of Section 5.1, the Initial Member makes no warranties or 

representations of any kind or nature as to the sufficiency offunds held in any Escrow Account 

to discharge any obligations related in any manner to an escrow obligation, as to the accuracy of 

the amount of any monies held in any Escrow Account or as to the propriety of any previous 

disbursements or payments from any Escrow Account. 

Section 5.3 No Warranties or Representations as to Amounts of Unfunded 

Principal. Without limiting the generality of Section 5.1, the Initial Member makes no 

warranties or representations of any kind or nature as to the amount of any additional or future 

advances of principal the Company may be obligated to make with respect to any Loan. 

Section 5.4 Disclaimer Regarding Calculation or Adjustment of Interest on any 

Loan. Without limiting the generality of Section 5.1, the Initial Member makes no warranties or 

representations of any kind or nature as to the accuracy of any calculation or adjustment of 

interest on any Loan, including any adjustable rate Loan, whether such calculation or adjustment 

is made by the FDIC, the Failed Bank, SFG, the Initial Member or any oftheir respective 

predecessors-in-interest, Affiliates, agents or contractors. 

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

Initial Member makes no warranties or representations of any kind or nature as to the 

completeness or accuracy of any information provided with respect to any Loan. The Company 

acknowledges that, for example, and not by way oflimitation, some Loan Files might be missing 

forms or notices, or might contain incomplete .or inaccurate forms or notices, that might be 

required by one (1) or more federal or state consumer protection statutes. The Company's 

exclusive remedies with respect to any inaccurate or incomplete information provided by or on 

behalf ofthe Initial Member are an adjustment in accordance with Section 2.4 or an option to 

repurchase under Article VI, and such exclusive remedies are available only if all other 

conditions with respect thereto expressed in this Agreement have been met. 

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Section 5.6 Intervening or Missing Assignments. The Company acknowledges and 

agrees that the Initial Member shall have no obligation to secure or obtain any missing 

intervening Mortgage Assignment or other assignment to the Initial Member, SFG or the Failed 

Bank that is not contained in the Loan File or among the Underlying Collateral Documents. 

Neither the absence of any intervening Mortgage Assignment or any Mortgage Assignment to 

the Initial Member, SFG or the Failed Bank, nor the existence of any Lien on any Loan or its 

Underlying Collateral, nor any defect in the Lien or priority ofthe Initial Member's, SFG's or 

the Failed Bank's security interest in the Underlying Collateral shall give rise to any claim for 

purchase under Article VI. The Company shall bear all responsibility and expense of securing 

from the appropriate source any intervening Mortgage Assignment or any other assignment to 

the Initial Member, SFG or the Failed Bank that might be missing from the Underlying 

Collateral Documents, but the costs thereof shall constitute Pre-Approved Charges. 

Section 5.7 No Warranties or Representations as to Documents. The Initial 

Member makes no warranties or representations of any kind or nature as to the effectiveness or 

enforceability in any Foreign Jurisdiction ofthis Agreement, any Ancillary Document, any 

Related Agreement, or any other document or instrument delivered or prepared in connection 

herewith, whether or not prepared and executed on the forms provided herewith, all of such 

forms being provided for reference only. 

Article VI 


Repurchase by the Initial Member at the Company's Option 


Section 6.1 Repurchases at Company's Option. The Company may, at its option, 

and upon satisfaction ofthe procedures and other requirements set forth below, require the Initial 

Member to repurchase a Loan, if, and only if, (x) prior to the Closing Date, one ofthe events 

described in Sections 6.1 (a) through® has occurred, or (y) after the Closing Date, there is 

issued by a court of competent jurisdiction with respect to such Loan a final, non-appealable 

order or judgment or there is entered into, with the consent ofthe Initial Member, a final 

settlement of any claim, action or litigation (the "Order") that requires the assignment and 

transfer ofsuch Loan back to the Initial Member (unless the Initial Member has agreed in writing 

that no appeal need be taken). IN NO EVENT SHALL THE OCCURRENCE OF ANY SUCH 

EVENT OR THE OBLIGATION TO REPURCHASE A LOAN HEREUNDER BE EVIDENCE 

OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE INITIAL 

MEMBER, THE FDIC, SFG OR THE FAILED BANK OR ANY OF THEIR RESPECTIVE 

PREDECESSORS-IN-INTEREST OR AFFILIATES, OR ANY OF THEIR RESPECTIVE 

DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS 

SHOWN THAT THE INITIAL MEMBER, THE FDIC, SFG OR THE FAILED BANK OR 

ANY OF THEIR RESPECTIVE PREDECESSORS-IN-INTEREST OR AFFILIATES, OR 

ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS 

OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY 

FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH 

EVENT, OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES 

RESULTING THEREFROM. 

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(a) The Borrower had been discharged in a no asset bankruptcy proceeding, 

there is no Underlying Collateral securing such Loan and out ofwhich such Loan may be 

satisfied, and all guarantors or sureties ofthe Note, if any, or the obligations contained therein, 

have similarly been discharged in no asset bankruptcies. 

(b) A court of competent jurisdiction had entered a final, non-appealable 

judgment or order (unless the Initial Member has agreed in writing that no appeal need be taken 

and other than a bankruptcy decree or judicial foreclosure order) holding that neither the 

Borrower nor any Obligors, sureties or other obligors owe an enforceable obligation to pay the 

holder ofthe Note or its assignees. 

(c) The Initial Member or any ofits predecessors-in-interest had executed and 

delivered to the Borrower a release ofliability from all obligations under the Note. 

(d) A title defect exists in connection with the property that is the subject of a 

Contract for Deed, which title defect requires a prior order or judgment of a court to enable the 

Company to convey title to such property in accordance with the terms and conditions set forth 

in the Contract for Deed. 

(e) The Initial Member is not the owner ofthe Loan (or, in the case of a Loan 

Participation, the Initial Member is not the owner ofthe pro rata interest in the Loan to which 

such Loan Participation relates as set forth on the attached Schedule of Loans) and such is not 

curable by the Initial Member so as to permit ownership ofthe Loan to be transferred to the 

Company. 

(f) There exist Environmental Hazards, in which case the Company's 

recourse with respect to this Section 6.1 (t) shall be conditioned upon: (i) the presence of 

Environmental Hazards not being disclosed in the Loan, Loan File or other material provided by 

or on behalf ofthe FDIC or the Initial Member to the Private Owner prior to submission of its 

Bid; (ii) such Loan having an Adjusted Cut-OffDate Unpaid Principal Balance greater than 

$250,000.00; and (iii) the Company delivering, along with the notice required by Section 6.2, the 

following, each of which must be satisfactory in form and substance to the Initial Member in its 

discretion: 

(i) a Phase I environmental assessment, from a qualified and reputable 

firm, ofthe Mortgaged Property securing the Loan; 

(ii) a Phase II environmental assessment or lead-based paint survey of 

such Mortgaged Property from a qualified and reputable firm, which assessment shall confirm 

(A) the existence ofEnvironmental Hazards on such Underlying Collateral, and (B) that the 

regulator is likely to require such remediation; and 

(iii) written certification ofthe Company under penalty ofperjury that 

no action has been taken by or on behalf ofthe Company (A) to initiate foreclosure proceedings, 

or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Loan. 

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(g) The Initial Member, the Failed Bank, SFG or any oftheir respective 

predecessors~in-interest, or their respective officers, directors or employees, fraudulently caused 

the Borrower to receive less than all ofthe proceeds and benefits of a Note. The Company's 

recourse with respect to this Section 6.1 (g) shall be conditioned upon the Company delivering, 

along with the notice required by Section 6.2, written evidence ofsuch fraud, which evidence 

must be satisfactory in form and substance to the Initial Member in its discretion. 

(h) There is instituted after the Cut-OffDate any Action that (i) is asserted by 

more than one (1) Borrower and any Affiliates (with multiple Borrowers with respect to Loans 

secured by the same Underlying Collateral being considered a single Borrower for purposes of 

this Section 6.l(h)) with respect to more than one Loan (with multiple Loans secured by the 

same Underlying Collateral being considered a single Loan for purposes ofthis Section 6.1 (h)), 

(ii) includes allegations of fraud on the part ofthe Initial Member or any predecessor~in~interest 

thereto in connection with the Initial Member's or such predecessor~in~interest's origination of 

such Loans, and (iii) names the Initial Member or any predecessor~in~interest thereto as a 

defendant and that asserts liability on the part ofthe Initial Member or such predecessor-ininterest for which the Company is not liable as assignee, as a matter of law, with respect to such 

Loans. 

Section 6.2 Notice to Initial Member. The Company shall notify the Initial Member 

of each Loan with respect to which the Company seeks to exercise its rights under Section 6.1. 

Such notice shall be on the Company's letterhead and include the following information: (a) the 

Company's tax identification number, (b) the Company's wire transfer instructions, (c) the loan 

number and other identifying information related to the Loan, (d) the subsection of Section 6.1 

under which the Company is seeking to require the Initial Member to repurchase the Loan, (e) a 

summary ofthe reasons the Company believes that the Loan should be repurchased by the Initial 

Member, and (f) a certification by the Company that the request for repurchase is being 

submitted in good faith and is complete and accurate in all respects to the best ofthe Company's 

knowledge. The notice shall be accompanied by evidence supporting the basis for the Initial 

Member's repurchase of such Loan. Promptly upon request by the Initial Member, the Company 

shall supply the Initial Member with any additional evidence that the Initial Member may 

reasonably request. The Initial Member shall have no obligation to repurchase any Loan 

pursuant to this Article VI for which notice and all supporting evidence reasonably required by 

the Initial Member have not been received by the Initial Member at the addresses specified in 

Article VI no later than the first (1st) Business Day after the expiration of (x) in the case of any 

purchase demand pursuant to Sections 6.1 (a) through@, one hundred eighty (180) calendar 

days after the Closing Date, or in the case of a Contract for Deed, the first (1st) Business Day 

after the expiration ofthree hundred sixty (360) calendar days after the Closing Date, and (y) in 

the case of any purchase demand with respect to the issuance of an Order, thirty (30) days after 

the issuance ofthe Order. 

Section 6.3 Re-delivery of Notes, Files and Documents. For any Loan that qualifies 

for purchase under this Article VI, the Company shall: (a) re~endorse and deliver the Note to the 

Initial Member (or its designee); (b) re-assign all Underlying Collateral Documents associated 

with such Loan and reconvey any real property subject to a Contract for Deed or any related 

Receiver Acquired Property or Company Acquired Property, together with such other documents 

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or instruments as shall be necessary or appropriate to convey the Loan (including any related 

Receiver Acquired Property or Company Acquired Property) back to the Initial Member (or its 

designee); (c) deliver to the Initial Member (or its designee) the Loan File, along with any 

additional records compiled or accumulated by the Company pertaining to the Loan; (d) take 

such actions as are necessary to transfer from the Company to the Initial Member any litigation 

or bankruptcy action involving the subject Loan, including substituting the duties ofthe 

Company for the Initial Member and the Initial Member for the Company, and with respect to 

the Affidavit and Assignment ofClaim, substituting the duties ofthe Assignor (as defined 

therein) for the Assignee (as defined therein) and the Assignee for the Assignor; and (e) deliver 

to the Initial Member (or its designee) a certification, notarized and executed under penalty of 

perjury by a duly authorized representative ofthe Company, certifying that as ofthe date of 

purchase by the Initial Member none ofthe conditions relieving the Initial Member ofits 

obligation to purchase the Loan as specified in Section 6.4 has occurred. The documents 

evidencing the conveyance ofthe Loan(s) to the Initial Member shall be substantially the same 

as those executed pursuant to Article III to convey the Loan(s) to the Company. In all cases in 

which the Company recorded or filed among public records any document or instrument 

evidencing a transfer ofthe Loan(s) to the Company, the Company shall cause to be recorded or 

filed among such records a similar document or instrument evidencing the conveyance ofthe 

Loan(s) to the Initial Member. Upon compliance by the Company with the provisions hereof, 

the Initial Member shall pay to the Company the Repurchase Price, and such Repurchase Price 

shall constitute Loan Proceeds for purposes ofthe Custodial and Paying Agency Agreement. 

Section 6.4 Waiver of Company's Repurchase Option. The Initial Member will be 

relieved of its obligation to purchase any Loan for any reason set forth in Section 6.1 ifthe 

Company: (a) except in the case ofthe permanent refinance of a Loan in connection with the 

final authorized Funding Draw with respect to such Loan, modifies any ofthe terms ofthe Loan 

(including the terms of any Underlying Collateral Document or Contract for Deed); (b) exercises 

forbearance with respect to any scheduled payment on the Loan; (c) accepts or executes new or 

modified lease documents assigned by the Initial Member to the Company; (d) sells, assigns or 

transfers the Loan or any interest therein; (e) fails to comply with the LLC Operating Agreement 

in the maintenance, collection, servicing and preservation ofthe Loan, including delinquency 

prevention, collection procedures and protection of collateral as warranted; (f) initiates any 

litigation in connection with the Loan or the Mortgaged Property securing the Loan other than 

litigation to force payment or to realize on the Underlying Collateral securing the Loan; (g) 

completes any action with respect to foreclosure on, or accepts a deed-in-lieu offoreclosure for 

any Underlying Collateral securing the Loan; (h) causes, by action or inaction, the priority of 

title to the Loan, Mortgaged Property and other security for the Loan to be less than that 

conveyed by the Initial Member; (i) causes, by action or inaction, the security for the Loan to be 

different than that conveyed by the Initial Member, except as might be required by the terms of 

the Underlying Collateral Documents; G) causes, by action or inaction, a claim ofthird parties to 

arise against the Company that, as a result ofthe repurchase under this Agreement, might be 

asserted against the Initial Member; (k) causes to arise, by action or inaction, a Lien of any 

nature to encumber the Loan; (1) is the Borrower or any Related Party under such Loan; or (m) 

makes any disbursement ofprincipal or otherwise incrementally funds any Loan. 

38 

Structured Transaction Commercial2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
Article VII 

Notices 

Section 7.1 Notices. All notices, requests, demands and other communications 

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

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

by delivery by hand or by nationally recognized courier service, or by electronic mail (followed 

up by a hard copy delivered through an alternate manner permitted under this Section 7 .I), in 

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

in the manner provided in, this Section 7 .1. All such notices, requests, demands 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 ofthe 

relevant party hereto, and (B) if delivered by electronic mail (which form of delivery is subject to 

the provisions ofthis paragraph), when delivered and capable of being accessed from the 

recipient's office computer, provided, however, that any notice, request, demand or other 

communication that is received other than during regular business hours ofthe recipient shall be 

deemed to have been given at the opening of business on the next Business Day. In no event 

shall a voice mail message be effective as a notice, communication or confirmation hereunder. 

From time to time, any party may designate a new address for purposes of notice to it hereunder 

by notice to such effect to the other parties hereto in the manner set forth in this Section 7.1. 

Section 7.2 Article VI Notice. Any notice, request, demand or other communication 

required or permitted to be given to the Initial Member pursuant to the provisions ofArticle VI 

shall be delivered to: 

Initial Member: Manager, Capital Markets & Resolutions 

c/o Federal Deposit Insurance Corporation 

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

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email 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, Virginia 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

and: Thomas Raburn 

Federal Deposit Insurance Corporation 

TRabum@fdic.gov 

39 

Structured Transaction Commercial2010·1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99!841374-8.084080.0017 
Section 7.3 Transfer Documents. For purposes ofdesignating the Custodian as the 

return addressee on Transfer Documents, the following address shall be used: 

Custodian: 	 Wells Fargo Bank, NA 

1055 lOtth Avenue, SE 

Minneapolis, Minnesota 55414 

Attention: Kath~ars,.....,ha<&.ll~I--------~ 

Email Address: L J _______________j 

Section 7.4 All Other Notices. Any notice, request, demand or other communication 

required or permitted to be given pursuant to any provision ofthis Agreement and that is not 

governed by the provisions ofSection 7.2 or 7.3 shall be delivered to: 

Company before Closing: 	 Manager, Capital Markets & Resolutions 


c/o Federal Deposit Insurance Corporation 


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


Washington, D.C. 20429-0002 


Attention: Ralph Malami 


Email 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, Virginia 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

and: 	 Thomas Raburn 


Federal Deposit Insurance Corporation 


TRaburn@fdic.gov 


Company after Closing: 	 2010-1 SFG Venture LLC 


c/o Square Mile Capital Management LLC 


450 Park A venue 


New York, New York 10022 


Attention: Jose~h D'Angelo 


Email Address: 1 


~--------------------~ 

with a copy to: 	 Greenberg Traurig 


MetLife Building 


200 Park A venue 


New York, New York 10166 


Attention: Gary .._Kleinman 

Email Address: L 


40 

Structured Transaction Commercial 20I0-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.0&4080.0017 
Initial Member: Manager, Capital Markets & Resolutions 

c/o Federal Deposit Insurance Corporation 

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

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email 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, Virginia 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

and: Thomas Raburn 

Federal Deposit Insurance Corporation 

TRaburn@fdic.gov 

Article VIII 

Miscellaneous Provisions 

Section 8.1 Severability. Any provision ofthis 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 only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

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

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (b) without limitation of clause (a), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent ofsuch 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 ofthe remaining provisions ofthis 

Agreement. Without limitation ofthe preceding sentence, it is the intent ofthe parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision ofthis Agreement is prohibited or unenforceable in any jurisdiction (because ofthe 

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, to the extent 

applicable, by limiting the duration or scope ofsuch provision and/or the Persons against whom, 

and/or the circumstances under which, such provision shall be effective in such jurisdiction) for 

purposes ofsuch proceeding to the minimum extent necessary so that such 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 8.1 is intended to, 

41 

Structured Transaction Commercial2010-1 SFG LLC 

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WDC99 1841374-8.084080.0017 
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 8.2. 

Section 8.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY 

AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW, BUT IF FEDERAL LAW 

DOES NOT PROVIDE A RULE OF DECISION, IT SHALL BE GOVERNED BY AND 

CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, 

EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER 

THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW 

OF ANOTHER JURISDICTION. NOTHING IN THIS AGREEMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 8.3 Cost, Fees and Expenses. Except as otherwise provided herein, each 

party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or 

incidental to the matters contained in this Agreement, including fees and disbursements to its 

accountants, brokers, financial advisors and counsel. 

Section 8.4 Waivers; Amendment and Assignment. 

(a) No provision ofthis Agreement may be amended or waived except in 

writing executed by all ofthe parties to this Agreement. This Agreement and the terms, 

covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof shall be 

binding upon, and shall inure to the benefit ofthe undersigned parties and their respective heirs, 

executors, administrators, representatives, successors and permitted assigns, and no other Person 

or Persons (including any Borrower or any co-lender or other Person with any interest in or 

liability under any ofthe Loans) shall have any rights or remedies under or by reason ofthis 

Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned 

by the Company without the express prior written consent ofthe Initial Member and any 

attempted assignment without such consent shall be void ab initio. 

(b) Notwithstanding anything to contrary contained elsewhere in this 

Agreement (including the foregoing Section 8.4(a)) or in any Ancillary Document, in order to 

facilitate the possible restructuring and sale ofthe Purchase Money Notes, the FDIC, without the 

consent ofthe Initial Member, the Private Owner or the Company, may at any time that the 

FDIC is the holder of one hundred percent (1 00%) of any Purchase Money Note or beneficial 

interest therein cause the Company to replace or reissue such Purchase Money Note (or any 

promissory note reissued in respect thereof) and make related changes, modifications or 

amendments to this Agreement and the Ancillary Documents to facilitate the possible 

restructuring and sale ofthe Purchase Money Notes; provided, however, that (i) (A) the maturity 

date ofsuch replacement or reissued Purchase Money Note shall not be later than the seventh 

(7th) anniversary ofthe Closing Date and (B) the outstanding principal amount ofsuch 

replacement or reissued Purchase Money Note at the time of its replacement or reissuance shall 

equal (1) the outstanding principal amount ofsuch Purchase Money Note minus (2) the aggregate 

amount paid to the Holders ofsuch Purchase Money Note pursuant to Section 3.3 and (ii) no 

modification contained in such replacement or reissued Purchase Money Note shall adversely 

affect in any material respect (A) the amount or timing of any payments or distributions to the 

42 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
Private Owner or any permitted successor or assign pursuant to the Priority ofPayments (as 

defined in the Custodial and Paying Agency Agreement), (B) any other rights or obligations of, 

or the need for any advances, contributions or payments from, the Private Owner or its Affiliates 

or any permitted successor or assign pursuant to this Agreement or any Ancillary Document or 

otherwise, or (C) the rights or interests of any holder of any other Purchase Money Notes or any 

owner of an interest therein. Prior to effecting any such changes, amendments or modifications, 

the FDIC shall notify each ofthe Private Owner and the Company of any such contemplated 

changes, amendments or modifications, and the Private Owner and the Company agree that they 

will cooperate in good faith with the FDIC in effecting all such changes, amendments or 

modifications. 

Section 8.5 No Presumption. This Agreement shall be construed fairly as to each 

party hereto and, if at any time any such term or condition is desired or required to be interpreted 

or construed, no consideration shall be given to the issue ofwho actually prepared, drafted or 

requested any term or condition ofthis Agreement or any agreement or instrument subject 

hereto. 

Section 8.6 Entire Agreement. This Agreement and the Ancillary Documents 

contain the entire agreement between the Initial Member and the Company and their Affiliates 

with respect to the subject matter hereof and supersede any and all other prior agreements, 

whether oral or written, provided, however, that any Confidentiality Agreement between the 

FDIC and the Private Owner or any Affiliates ofthe Private Owner (including by way ofjoinder) 

with respect to the transaction that is the subject ofthis Agreement and the Ancillary Documents 

shall remain in full force and effect to the extent provided therein, except that the Company's 

rights under Article VI shall not be deemed a repurchase option for purposes of Section 2 of any 

such Confidentiality Agreement. In the event of a conflict between the terms ofthis Agreement 

and the terms of any Transfer Document or other document or instrument executed in connection 

herewith or in connection with the transactions contemplated hereby, including any translation 

into a foreign language ofthis Agreement for the purpose of any Transfer Document, or any 

other document or instrument executed in connection herewith which is prepared for 

notarization, filing or any other purpose, the terms ofthis Agreement shall control, and 

furthermore, the terms ofthis Agreement shall in no way be or be deemed to be amended, 

modified or otherwise affected in any manner by the terms ofsuch Transfer Document or other 

document or instrument. 

Section 8.7 Jurisdiction; Venue and Service. 

(a) The Company, on behalf ofitself and its Affiliates, hereby irrevocably and 

unconditionally: 

(i) consents to the jurisdiction ofthe United States District Court for 

the Southern District ofNew York and to the jurisdiction ofthe United States District Court for 

the District ofColumbia for any suit, Action or proceeding against it or any ofits Mfiliates 

commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Ancillary Document, and waives any right to: 

43 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
(A) remove or transfer such suit, action or proceeding to any 

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

Action, suit or proceeding) without the consent ofthe Initial Member; 

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

District Court for the Southern District ofNew York or the United States District Court for the 

District ofColumbia; or 

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

District ofNew York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

(ii) consents to the jurisdiction ofthe Supreme Court ofthe State of 

New York, County ofNew York, for any suit, Action or proceeding against it or any ofits 

Affiliates commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Ancillary Document (other than the LLC Operating Agreement), and waives 

any right to: 

(A) remove or transfer such suit, Action or proceeding to any 

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

(B) assert that venue is improper in the Supreme Court ofthe 

State ofNew York, County ofNew York; or 

(C) assert that the Supreme Court ofthe State ofNew York, 

County ofNew York, is an inconvenient forum; 

(iii) agrees to bring any suit, Action or proceeding by the Company, or 

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

Agreement or any Ancillary Document, in only 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 disputeresolution forum without the consent ofthe Initial Member, and agrees to consent thereafter to 

transfer ofthe 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 ofthe Initial Member; and 

(iv) agrees, ifthe United States District Court for the Southern District 

ofNew 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 8.7(a)(iii), to bring that 

suit, Action or proceeding in only the Supreme Court ofthe State ofNew York, County of 

New York, and waives any right to remove or transfer such suit, Action or proceeding to any 

other court or dispute-resolution forum without the consent ofthe Initial Member. 

(b) Each ofthe Private Owner and the Company, on behalf ofitself and its 

Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against 

44 

Structured Transaction Commercial2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
it in any suit, Action or proceeding falling within Section 8.7(a) may be enforced in any court of 

competent jurisdiction. 

(c) Subject to the provisions of Section 8.7(d), each ofthe Private Owner and 

the Company, on behalf of itself and its Affiliates, and the Initial Member hereby irrevocably 

and unconditionally agrees that service of all writs, process and summonses in any suit, Action 

or proceeding pursuant to Section 8.7(a) or U@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 

Sections 7.1 and 7.4 (with copies to such other Persons as specified therein); provided, however, 

that nothing contained in this Section 8.7(c) shall affect the right of any party to serve process in 

any other manner permitted by Law. 

(d) Nothing in this Section 8.7 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Sections 8.7(a)(iii) and (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 8.8 Waiver of Jury Trial. EACH OF THE COMPANY, FOR ITSELF AND 

ITS AFFILIATES, AND THE INITIAL MEMBER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

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

A JURY. 

Section 8.9 Counterparts; Facsimile Signatures. This Agreement may be executed 

in two (2) or more counterparts, each of which shall be deemed an original but all of which 

together shall constitute but one and the same agreement. This Agreement and any amendments 

hereto, to the extent signed and delivered by facsimile or other electronic means, shall be treated 

in all manner and respects as an original agreement and shall be considered to have the same 

binding legal effect as if it were the original signed version thereof delivered in person. No 

signatory to this Agreement shall raise the use of a facsimile machine or other electronic means 

to deliver a signature or the fact that any signature or agreement was transmitted or 

communicated through the use of a facsimile machine or other electronic means as a defense to 

the formation or enforceability of a contract and each such Person forever waives any such 

defense. 

Section 8.1 0 Headings. Article, section or paragraph titles or captions contained in this 

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

limit, extend or describe the scope of this Agreement or the intent of any provisions hereof. All 

article, section and paragraph references contained in this Agreement shall refer to articles, 

sections and paragraphs in this Agreement unless otherwise specified. 

Section 8.11 Compliance with Law. Except as otherwise specifically provided in this 

Agreement, each party to this Agreement shall, at its own cost and expense, obey and comply 

with all Laws, as they may pertain to such party's performance ofits obligations hereunder. 

45 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
Section 8.12 Right to Specific Performance. THE COMPANY HEREBY 

ACKNOWLEDGES AND AGREES THAT THE DAMAGES TO BE INCURRED BY 

INITIAL MEMBER AS A RESULT OF THE COMPANY'S BREACH OF THIS 

AGREEMENT WILL BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN, THAT 

DAMAGES WILL NOT BE AN ADEQUATE REMEDY AND THAT ANY BREACH OR 

THREATENED BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT BY THE 

COMPANY MAY CAUSE IMMEDIATE IRREPARABLE HARM FOR WHICH THERE 

MAY BE NO ADEQUATE REMEDY AT LAW. ACCORDINGLY, THE PARTIES AGREE 

THAT, IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, THE 

INITIAL MEMBER SHALL BE ENTITLED TO (I) IMMEDIATE AND PERMANENT 

EQUITABLE RELIEF (INCLUDING INJUNCTIVE RELIEF AND SPECIFIC 

PERFORMANCE OF THE PROVISIONS OF THIS AGREEMENT) FROM A COURT OF 

COMPETENT JURISDICTION (IN ADDITION TO ANY OTHER REMEDY TO WHICH IT 

MAY BE ENTITLED AT LAW OR IN EQUITY), AND (II) SOLELY IN THE CASE OF A 

BREACH OF SECTION 4.15, LIQUIDATED DAMAGES IN THE AMOUNT OF TWENTY 

FIVE THOUSAND DOLLARS ($25,000) FOR EACH BREACH OF SUCH SECTION. THE 

PARTIES AGREE AND STIPULATE THAT THE INITIAL MEMBER SHALL BE 

ENTITLED TO EQUITABLE (INCLUDING INJUNCTIVE) RELIEF WITHOUT POSTING A 

BOND OR OTHER SECURITY, AND THE COMPANY FURTHER WAIVES ANY 

DEFENSE IN ANY SUCH ACTION FOR SPECIFIC PERFORMANCE OR INJUNCTIVE 

RELIEF THAT A REMEDY AT LAW WOULD BE ADEQUATE AND ANY 

REQUIREMENT UNDER LAW TO POST SECURITY AS A PREREQUISITE TO 

OBTAINING EQUITABLE RELIEF. NOTHING CONTAINED IN THIS SECTION 8.12 

SHALL LIMIT EITHER PARTY'S RIGHT TO ANY REMEDIES AT LAW, INCLUDING 

THE RECOVERY OF DAMAGES FOR BREACH OF THIS AGREEMENT. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

46 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

as ofthe day and year first above written. 

INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEIVER FOR 

SILVERTON BANK, N.A. 

COMPANY: 

2010-1 SFG VENTURE LLC 

By: 	 Fed eral Deposit Insurance Corporation, as 

Receiver for Silverton Bank, N.A., as Sole 

Member and Manager=--- ---.

By: v===r==ti""' !.­

Name . Mangano 

Title: Programs, Manager 

Structured Transaction Commercia12010·1 SFG LLC 

Loan Contribution and Sale Agreement 
ATTACHMENT A 


to 


Loan Contribution and Sale Agreement 


LOAN SCHEDULE 


[Attached] 

Structured Transaction Commercial 2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
ATTACHMENT B 


to 


Loan Contribution and Sale Agreement 


LOAN VALUE SCHEDULE 


[Attached] 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
ATTACHMENT C 


to 


Loan Contribution and Sale Agreement 


(For use with Loans in Bankruptcy) 


(Note to Preparer: When preparing the actual Affidavit and Assignment, delete this instruction 

and the reference to Attachment C above.) 

State of _______ § 

§ 

County § 

AFFIDAVIT AND ASSIGNMENT OF CLAIM 

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

Federal Deposit Insurance Corporation as Receiver for Silverton Bank, N.A. 

("Assignor"), acting by and through its duly authorized officers and agents, for good and 

valuable consideration, the receipt and sufficiency of which are hereby acknowledged does 

hereby sell, transfer, assign and set over to 2010-1 SFG VENTURE LLC ("Assignee") of {insert 

the Company's address} ___________________.! 

_________and his/her/its successors and assigns, all ofthe Assignor's interest in 

any claim in the bankruptcy case commenced by or against {insert Obligor's name} _____ 

("Obligor") in the {insert appropriate U. S. Bankruptcy Court, including the district ofthe court, 

such as for the Western District ofTexas, being designated as Case Number {insert docket 

number assigned case} ("Bankruptcy Claim"), or such part ofsaid Bankruptcy Claim as is based 

on the promissory note of {insert the names ofthe makers ofthe note exactly as they appear on 

the note}, dated {insert the date the note was made}, and made payable to {insert the name ofthe 

payee on the note exactly as it appears on the note}, provided, however, that this assignment is 

made pursuant to the terms and conditions as set forth in that certain Loan Contribution and Sale 

Agreement between the Assignor and the Assignee dated May 2010 (the "Agreement"). 

For purposes ofRule 3001 ofthe Federal Rules ofBankruptcy Procedure ("Bankruptcy 

Rule 3001"), this assignment and affidavit represent the unconditional transfer ofthe Bankruptcy 

Claim or such part ofthe Bankruptcy Claim as is based on the promissory note or notes above 

and shall constitute the statement ofthe transferor acknowledging the transfer and stating the 

consideration therefore as required by Bankruptcy Rule 3001. 

. This transfer was not for the purpose ofthe enhancement of any claim in a pending · 

bankruptcy. The transfer ofthe debt was pursuant to the Agreement, through which numerous 

debts were sold; no specific amount ofthe total consideration was assigned to the debt that forms 

the basis of claim. 

This assignment also shall evidence the unconditional transfer ofthe Assignor's interest 

in any security held for the claim. 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
IN WITNESS WHEREOF, the Assignor has caused this Affidavit and Assignment of 

Claim to be executed this_ day 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

SILVERTON BANK, N.A. 

By: -----------------------------­

Name: ------------------------------­ Title: Attorney-in-Fact 

ACKNOWLEDGMENT 

STATE OF ______________ § 

§ 

COUNTY OF _____________ § 

Before me, the undersigned authority, a Notary Public in and for the county and state 

aforesaid, on this day personally appeared , known to me 

to be the person whose name is subscribed to the foregoing instrument, as Attorney-in-Fact of 

the Federal Deposit Insurance Corporation, acting in the capacity stated above, and 

acknowledged to me that slhe executed the same as the act ofFederal Deposit Insurance 

Corporation, for the purposes and consideration therein expressed, and in the capacity therein 

stated. 

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

Notary Public 

[SEAL] My Commission expires: --------­

2 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.00!7 
ATTACHMENT D 


to 


Loan Contribution and Sale Agreement 


(Note to Preparer: When preparing an actual Allonge, delete this instruction and the reference 

to Attachment D above.) 

ALLONGE 

THIS ALLONGE IS TO BE ATTACHED TO AND MADE AN INTEGRAL PART of 

the following instrument: 

Note [Insert proper name ofNote] 


Dated: [Insert Date ofExecution ofNote] 


Payable by [Insert Name ofBorrower], a ______ 


[Insert State ofFormation1[Kind of Entity] [If known] 


Payable to the Order of: [Insert name of Original Payee] 


Original Principal Amount: Dollars [Insert Original Principal 


Amount in words]($ [Insert amount in numerals.] 


PAY TO THE ORDER OF 2010-1 SFG VENTURE LLC, A DELAWARE LIMITED 


LIABILITY COMPANY, WITHOUT RECOURSE AND WITHOUT 


REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR BY OPERATION 


OF LAW, OF ANY KIND AND NATURE WHATSOEVER. 


FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

SILVERTON BANK, N.A. 

By: ----------------------------­

Name: ---------------------------­ Title: Attorney in Fact 

Dated as ________,2010 

Structured Transaction Cornmercia12010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
ATTACHMENT E 


to 


Loan Contribution and Sale Agreement 


(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference 

to Attachment E above.) 

STATE OF _____ § 

§ 

COUNTY OF ________ § 

ASSIGNMENT AND LOST INSTRUMENT AFFIDAVIT 

Before me, the undersigned authority, personally appeared __________ 

who upon being duly cautioned and sworn, deposes and says, to the best of his/her knowledge, as 

follows: 

1. That s/he is the for the Federal Deposit Insurance Corporation as 

Receiver for Silverton Bank, N.A., whose address is 550 17th Street NW, Washington, DC 

20429 (the "Initial Member"). 

2. That at the time ofthe preparation oftransfer to 2010-1 SFG VENTURE LLC 

(the "Company"), the Initial Member was the owner ofthat certain loan, obligation or interest in 

a loan or obligation evidenced by a promissory note, evidencing an indebtedness or evidencing 

rights in an indebtedness (the "Instrument"), as follows: 

Loan Number: _____________ 

Name of Maker: ____________ 

Original Principal Balance: ________ 

Date of Instrument: ___________ 

3. That the original Instrument has been lost or misplaced. The Instrument was not 

where it was assumed to be, and a search to locate the Instrument was undertaken, without 

results. Prior to the transfer to the Company the Instrument had not been assigned, transferred, 

pledged or hypothecated. 

4. That ifthe Initial Member subsequently locates the Instrument, the Initial Member 

shall use reasonable efforts to provide written notice to the Company and deliver and endorse the 

Instrument to the Company in accordance with written instructions received from the Company 

(or such other party designated in writing by the Company). 

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

confer any rights or benefits, causes or claims, representations or warranties (including, without 

Structured Transaction Comrnercial2010·1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
limitation, regarding ownership or title to the Instrument or the obligations evidenced thereby) 

upon the Company, its successors or assigns. All such rights, benefits, causes or claims, 

representations and warranties (if any) shall be as set forth in the Loan Contribution and Sale 

Agreement between the Company and the Initial Member dated as ofMay _, 2010 (the 

"Contribution Agreement"). 

6. That pursuant to the terms and conditions ofthe Contribution Agreement, the 

Instrument (including, without limitation, any and all rights the Initial Member might have to 

enforce payment and performance ofthe Instrument, including any rights under Section 3-309 of 

the Uniform Commercial Code) is hereby assigned effective as ofthe date hereof, without 

recourse, representation or warranty, to the Company. A copy ofthe Instrument is attached to 

this affidavit, if available. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

SILVERTON BANK, N.A. 

By: 

Name: -------------------------------­ Title: Attorney-in-Fact 

Signed and sworn to before me this __day of_______, 2010. 

Notary Public 

[SEAL] My Commission expires: ----------------­

2 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
ATTACHMENT F-1 


to 


Loan Contribution and Sale Agreement 


Upon recordation, return to: 


[Insert name and address of Person to whom recorded original Assignment is to be returned. 


Note to preparer, delete this instruction upon completion ofdocumentation andprior to 

submission for execution.] 

Name: 

Address: 

Tax Map No. or Tax Parcel Identification No.: _________ 

[Insert iflocal recording office requires.] [Note to preparer. delete the instruction upon 

completion ofdocumentation and prior to submission (or execution. 7 

ASSIGNMENT OF REAL ESTATE MORTGAGE 

(Book __, Page_) 

KNOW ALL MEN BY THESE PRESENTS: 

THAT, THE FEDERAL DEPOSIT INSURANCE CORPORATION (acting in any 

capacity, the "FDIC") AS RECEIVER FOR SILVERTON BANK, N.A., at 550 17th Street, 

NW, Washington, D.C. 20429-0002 (hereinafter referred to as "Assignor" or "Grantor"), for 

value received, does by these presents, grant, bargain, sell, assign, transfer and set over to the 

2010-1 SFG VENTURE LLC, a Delaware limited liability company, its successors and assigns 

(hereinafter referred to as "Assignee" or "Grantee"), at 550 17ili Street, NW, Washington, D.C. 

20429-0002, all right, title and interest in and to that certain: 

Note and Real Estate Mortgage, each dated [Insert Date], executed by [Insert Name of 

Borrower], a [Insert Kind ofEntitv] (the "Grantor"), each being in the original principal 

sum of [Write out amount] and __/1 00 Dollars ($[Insert Numerals]) and which Note 

was made payable to [Insert name of original lender] and which Mortgage was recorded 

on [Insert Date], in Book__, Page __with the [Register ofDeeds, [Insert] 

County, State of [Insert]] ("Register's Office"). 

Structured Transaction Commercial2010·1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374·8.084080.0017 
[Insert the following paragraph only if original real estate mortgage was originated by 

and executed in favor of another lender and then transferred to the Failed Banlc Note to 

preparer, delete this instruction upon completion ofdocumentation andprior to 

submission for execution: 

Such Note and Mortgage were assigned by [Name of original lender] to [Insert Name of 

Failed Bank] pursuant to that certain Assignment ofReal Estate Mortgage dated [Insert 

Date] and recorded on [Insert Date] in Book __, Page in the Register's Office 

("Assignment").] 

[Insert the following paragraph only ifthe Real Estate Mortgage was modified or 

amended and a document was recorded to reflect the modification and amendment. Note 

to preparer, delete this instruction upon completion ofdocumentation andprior to 

submission for execution: 

Such Note and Real Estate Mortgage were modified pursuant to that certain [Insert 

Correct Name ofDocument, e.g., Modification and Ratification ofNote and Real Estate 

Mortgage Agreement] dated [Insert Date] and recorded on [Insert Date] in Book __, 

Page __in the Register's Office ("Modification").] 

The Mortgage, as such may have been assigned and modified, covers the following described 

property: 

SEEATTACHEDEXHIBIT A 

TO HAVE AND TO HOLD the same unto said 2010-1 SFG VENTURE LLC, 

ITS SUCCESSORS AND ASSIGNS. 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR 

WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY THE FDIC AS 

RECEIVER FOR SILVERTON BANK, N.A. OR IN ITS CORPORATE CAPACITY. THE 

LOAN IS CONVEYED "AS IS" AND "WITH ALL FAULTS," WITHOUT ANY 

REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING AS TO 

COLLECT ABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY 

OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, BY ANY 

PERSON, INCLUDING THE FDIC OR ITS OFFICERS EMPLOYEES, AGENTS OR 

CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

2 

Structured Transaction Commercial2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
----------------------

IN WITNESS WHEREOF, FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR SILVERTON BANK, N.A. has caused this instrument to be executed and 

effective this day of , 2010. 

ASSIGNOR: 

Signed, sealed and delivered FEDERAL DEPOSIT INSURANCE 

in the presence of: CORPORATION AS RECEIVER FOR 

SILVERTON BANK, N.A. 

ATTEST: 

Print 

SEAL 


Witness #1 

Print Name: 

Witness #2 


Print Name: ____________________ 


Note: State law has various execution requirements, including attestations or witnesses or both. 

Preparer delete foregoing note once local requirements are determined. 

3 

Structured Transaction Commercial 2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
ACKNOWLEDGMENT 

[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer. delete the 

designation. Universal Form o(Acknowledgement prior to execution. Use onlv one ofthe two 

acknowledgements: this designation or the California form.] 

STATE OF ______________ ) 

) SS: 

COUNTY OF _____________ ) 

On this day of , 2010, before me personally appeared 

---------" known to me or proved to me on the basis of satisfactory evidence to be 

the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name ofNotary: _________ 

My commission extnr<::s:________ 

4 

Structured Transaction Commercial 2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
[CALIFORNIA FORM OF ACKNOWLEDGMENT] Note to Preparer. delete the 

designation. California Form o(Acknowledgement prior to execution i(you using this 

acknowledgement. Use only one o[the two acknowledgements: this designation or the Universal 

form.] 

STATE OF CALIFORNIA 

COUNTY OF ____________ 

) 

) 

) 

SS: 

On before me, (here insert name and title ofthe officer), personally 

appeared who proved to me on the basis ofsatisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies ), and that by his/her/their 

signature(s) on the instrument the person(s), or the entity upon behalf ofwhich the person(s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws ofthe State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature-----------(Seal) 

5 

Structured Transaction Commercial2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
EXHIBIT A 


(Legal Description) 


6 

Structured Transaction Commercial20 10-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99!841374-8.084080.0017 
ATTACHMENT F-2 


to 


Loan Contribution and Sale Agreement 


Upon recordation, return to: 

[Insert name and address ofPerson to whom ofrecorded original Assignment is to be returned. 

Note to preparer, delete this instruction upon completion ofdocumentation andprior to 

submission for execution.] 

Name:______ 

Address: 

Tax Map No. or Tax Parcel Identification No.: _________ 

[Insert if local recording office requires.] [Note to preparer, delete the instruction upon 

completion o[documentation and prior to submission (or execution.l 

ASSIGNMENT OF REAL ESTATE DEED OF TRUST 

(Book __, Page_) 

KNOW ALL MEN BY THESE PRESENTS: 

THAT, THE FEDERAL DEPOSIT INSURANCE CORPORATION (acting in any 

capacity, "FDIC") AS RECEIVER FOR SILVERTON BANK, N.A., at 550 17th Street, NW, 

Washington, D.C. 20429-0002, (hereinafter referred to as "Assignor" or "Grantor"), for value 

received, does by these presents, grant, bargain, sell, assign, transfer and set over to the 2010-1 

SFG VENTURE LLC, a Delaware limited liability company, its successors and assigns 

(hereinafter referred to as "Assignee" or "Grantee"), at 550 17th Street, NW, Washington, D.C. 

20429-0002, all right, title and interest in and to that certain: 

Real Estate Deed of Trust executed by [Insert name ofBorrower], a [Insert Kind of 

Entity], organized and existing under the laws of [Insert State], dated [Insert Date of 

Execution], in the original principal sum of [Insert Amount in words] and _/1 00 Dollars 

($[Insert Numbers]) ofDeed ofTrust in favor of [Name ofTrustee], a resident of 

______,. ______ [ifmore than one Trustee and [Name ofTrustee], a 

resident Trustee [or Trustees] for, and on 

behalf of, [Insert Name ofFailed Bank] (the "Mortgage"), which Mortgage was recorded 

on [Insert Date], in the Clerk's Office [of the Circuit Court ofthe City of 

______,or ofthe Court of ] [State] ("Clerk's Office") in Book , 

Page __. 

Structured Transaction Commercial 2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
[Insert the following paragraph only if original real estate date oftrust was originated by 

and executed in favor of another lender and then transferred to the Failed Bank. Note to 

preparer, delete this instruction upon completion ofdocumentation andprior to 

submission for execution: 

Such Mortgage was assigned by [original lender] to [Insert Name of Failed Bank] 

pursuant to that certain Assignment ofReal Estate Deed ofTrust dated [Insert Date] 

("Assignment"), which Assignment was recorded on [Insert Date] in the Clerk's Office in 

Book Page __ 

[Insert the following paragraph only ifthe Real Estate Deed ofTrust was modified or 

amended and a document was recorded to reflect the modification and amendment. Note 

to preparer, delete this instruction upon completion ofdocumentation andprior to 

submission for execution: 

The Mortgage was modified by that certain [Insert Correct Name ofDocument, e.g., 

Modification and Ratification ofNote and Real Estate Deed ofTrust] dated 

_______("Modification"), which Modification was recorded on 

_______in the Clerk's Office in Book __, Page ____J 

The Mortgage, as such may have been assigned and modified, covers the following described 

property: 

SEE ATTACHED EXHIBIT A 

TO HAVE AND TO HOLD the same unto said 2010-1 SFG VENTURE LLC, ITS 

SUCCESSORS AND ASSIGNS. 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR 

WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY THE FDIC AS 

RECEIVER FOR SILVERTON BANK, N.A. OR IN ITS CORPORATE CAPACITY. THE 

MORTGAGE LOAN, AS ASSIGNED AND MODIFIED, IS CONVEYED "AS IS" AND 

"WITH ALL FAULTS," WITHOUT ANY REPRESENTATION OR WARRANTY 

WHATSOEVER, INCLUDING AS TO COLLECT ABILITY, ENFORCEABILITY, VALUE 

OF COLLATERAL, ABILITY OF ANY OBLIGOR TO REPAY, CONDITION, FITNESS 

FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER 

WARRANTY, EXPRESS OR IMPLIED, BY ANY PERSON, INCLUDING THE FDIC OR 

ITS OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

2 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99!841374-8.084080.0017 
----------------------

----------------------

-----------------------------

IN WITNESS WHEREOF, FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR SILVERTON BANK, N.A.. has caused this instrument to be executed and 

effective this day of , 2010. 

ASSIGNOR: 

Signed, sealed and delivered FEDERAL DEPOSIT INSURANCE 

in the presence of: CORPORATION AS RECEIVER FOR 

SILVERTON BANK, N.A. 

ATTEST: ____________________ By: ______________________________ 

Name: 


Title: Attorney-in-Fact 


Print Name: 

Witness #1 

Print Name: 

SEAL 

Witness #2 

Print 

Note: State law has various execution requirements, including attestations or witnesses or both. 

Prepare delete foregoing note once local requirements are determined 

3 

Structured Transaction Commercial 2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
ACKNOWLEDGMENT 

[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form o(Acknowledgement prior to execution. Use only one o[the two 

acknowledgements: this designation or the California form.] 

STATE OF ______________ ) 

) SS: 

COUNTY OF ____________ ) 

On this day of , 2010, before me personally appeared 

_________, known to me or proved to me on the basis ofsatisfactory evidence to be 

the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name ofNotary:.__________ 

My commission expires:. _______ 

4 

Structured Transaction Commercial2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
[CALIFORNIA FORM OF ACKNOWLEDGMENT] [Note to Preparer. delete the 

designation. Universal Form o(Acknowledgement prior to execution. Use onlv one o(the two 

acknowledgements: this designation or the Universal (orm.] 

STATE OF CALIFORNIA ) 

) SS: 

COUNTY OF ____________ ) 

On before me, (here insert name and title ofthe officer), personally 

appeared who proved to me on the basis of satisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies ), and that by his/her/their 

signature(s) on the instrument the person(s), or the entity upon behalf ofwhich the person(s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws ofthe State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature-----------(Seal) 

5 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
EXHIBIT A 


(Legal Description) 


6 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
ATTACHMENT G 


to 


Loan Contribution and Sale Agreement 


Upon recordation, return to: 

[Insert name and address ofPerson to whom recorded original Assignment is to be returned. 

Note to preparer, delete this instruction upon completion ofdocumentation andprior to 

submission for execution.] 

Name: 


Address:_____ 


Tax Map No. or Tax Parcel Identification No.: _________ 

[Insert iflocal recording office requires.] {Note to preparer. delete the instruction upon 

completion ofdocumentation and prior to submission tor execution. 7 

ASSIGNMENT OF ASSIGNMENT OF LEASES AND RENTS 


AND OTHER LOAN DOCUMENTS 


[Note to Preparer, insert correct name ofinstrument here and in body ofAssignment below. 

Delete this instruction prior to execution.] 

KNOW ALL MEN BY THESE PRESENTS: 

THAT, THE FEDERAL DEPOSIT INSURANCE CORPORATION (acting in any 

capacity, the "FDIC") AS RECEIVER FOR SILVERTON BANK, N.A., at 550 17th Street, 

NW, Washington, D.C. 20429-0002, (hereinafter referred to as "Assignor" or "Grantor"), for 

value received, does by these presents, grant, bargain, sell, assign, transfer and set over to 2010-1 

SFG VENTURE LLC, a Delaware limited liability company, its successors and assigns, 

(hereinafter referred to as "Assignee" or "Grantee"), at 550 17th Street, NW, Washington, D.C. 

20429-0002, all right, title and interest in and to that certain: 

1. Assignment of Leases and Rents, dated [Insert Date] ("Assignment of Leases"), 

made by [Insert Name of Borrower], a [Insert Kind ofEntity] (the "Borrower"), in favor 

of [Insert name oforiginal lender] and which Assignment of Leases was recorded on 

[Insert Date], in Book Page with [the Register ofDeeds, [Insert] County, 

State of [Insert] ("Register's Office") as Document No. ;] and 

[2.] [Insert similar description, with recording information, for each additional 

recorded Loan Document, with definition][note to preparer. delete the instruction upon 

completion o(documentation and prior to submission tor execution.]; and 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
[3.] Any notes and or other agreements evidencing the indebtedness and/or the 

obligations secured by the Assignment ofLeases and the other recorded loan documents 

identified in Paragraph 2 through_ above; and 

[4.] Any and all other documents and instruments evidencing, securing and or relating 

to the indebtedness and or obligations secured by the Assignment ofLeases and the other 

recorded loan documents identified in Paragraph 2 through above. 

[Insert the following paragraph only if original assignment ofleases and rents was 

originated by and executed in favor of another lender and then transferred to the Failed 

Banlc Note to preparer, delete this instruction upon completion ofdocumentation and 

prior to submission for execution: 

The Assignment ofLeases was assigned by [Name of original lender] to [Insert Name of 

Failed Bank] pursuant to that certain Assignment of Assignment of Leases and Rents 

dated [Insert Date] and recorded on [Insert Date] in Book __, Page in the 

Register's Office as Document No. .] 

[Insert the following paragraph only ifthe original Assignment ofLeases and Rents 

Mortgage was modified or amended and a document was recorded to reflect the 

modification and amendment. Note to preparer, delete this instruction upon completion 

ofdocumentation and prior to submission for execution: 

The Assignment of Leases and Rents was modified pursuant to that certain [Modification 

ofAssignment of Leases] [Insert Correct Name of Document] dated [Insert Date] and 

recorded on [Insert Date] in Book __, Page __in the Register's Office as 

Document No. ("Modification").] 

[Insert similar additional paragraphs for each additional recorded loan document as 

necessary. Note to preparer, delete this instruction upon completion ofdocumentation 

and prior to submission for execution.] 

SEE ATTACHED EXHIBIT A 

TO HAVE AND TO HOLD the same unto said 2010-1 SFG VENTURE LLC, ITS 

SUCCESSORS AND ASSIGNS. 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR 

WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY THE FDIC AS 

RECEIVER FOR SILVERTON BANK, N.A. OR IN ITS CORPORATE CAPACITY. THE 

LOAN IS CONVEYED "AS IS" AND "WITH ALL FAULTS," WITHOUT ANY 

REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING AS TO 

COLLECT ABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY 

OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, BY ANY 

2 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
PERSON, INCLUDING THE FDIC OR ITS OFFICERS EMPLOYEES, AGENTS OR 

CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

3 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
----------------------

-------------------------------

----------------------------

IN WITNESS WHEREOF, FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR SILVERTON BANK, N.A. has caused this instrument to be executed and 

effective as ofthis day of , 2010. 

Signed, sealed and delivered 

in the presence of: 

ATTEST: ___________________ 

Print 

Witness #1 

Print Name: 

Witness #2 

Print 

ASSIGNOR: 


FEDERAL DEPOSIT INSURANCE 


CORPORATION AS RECEIVER FOR 


SILVERTON BANK, N.A. 


By: 


Name: 


Title: Attorney-in-Fact 


SEAL 

Note: State law has various execution requirements, including attestations or witnesses or both. 

Preparer delete foregoing note once local requirements are determined. 

4 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
ACKNOWLEDGMENT 

[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer. delete the 

designation. Universal Form o(Acknowledgement prior to execution. Use only one o[the two 

acknowledgements: this designation or the California form. ] 

STATE OF------­ ) 

) SS: 

COUNTY OF _______ ) 

On this day of , 2010, before me personally appeared 

, known to me or proved to me on the basis of satisfactory evidence to be ----------~---- the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name 

5 

Structured Transaction Commercial 2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
[CALIFORNIA FORM OF ACKNOWLEDGMENT] Note to Preparer, delete the 

designation, California Form o[Acknowledgement prior to execution i(you using this 

acknowledgement. Use only one o(the two acknowledgements: this designation or the Universal 

form.] 

STATE OF CALIFORNIA 

COUNTY OF ____________ 

) 

) 

) 

SS: 

On before me, (here insert name and title ofthe officer), personally 

appeared who proved to me on the basis ofsatisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies ), and that by his/her/their 

signature( s) on the instrument the person( s ), or the entity upon behalf ofwhich the person( s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws ofthe State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature ____________ (Seal) 

6 

Structured Transaction Commercial2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.0017 
EXHIBIT A 


(Legal Description) 


7 

Structured Transaction Commercial2010-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
ATTACHMENT H 


to 


Loan Contribution and Sale Agreement 


(Note to FDIC Preparer: When preparing the actual Limited Power ofAttorney, delete this 

instruction and the reference to Attachment H above) 

LIMITED POWER OF ATTORNEY 


Structured Transaction Commercial2010-1 SFG, LLC 


KNOW ALL PERSONS BY THESE PRESENTS that the FEDERAL DEPOSIT 

INSURANCE CORPORATION, a corporation organized and existing under an Act of Congress, 

hereafter called the "FDIC," pursuant to the applicable resolutions ofthe Board ofDirectors of 

the FDIC, and redelegations thereof, hereby designates the individual(s) set forth on Exhibit A, 

attached hereto and made a part hereof (the "Attomey(s)-in-Fact"), to act on behalf ofthe FDIC 

(in any of its Receivership or Corporate capacities related to Silverton bank, N .A.), for the sole 

purpose of executing the documents outlined below; and 

WHEREAS the undersigned has full authority to execute this Limited Power ofAttorney 

on behalf ofthe FDIC; 

NOW THEREFORE, the FDIC grants to the Attomey(s)-in-Fact the authority, subject to 

the limitations herein, as follows: 

1. To execute, acknowledge, seal and deliver on behalf ofthe FDIC, individually 

and not jointly by and through the FDIC, acting in any capacity, any and all instruments of 

transfer and conveyance, appropriately completed, with all ordinary or necessary endorsements, 

acknowledgments, affidavits and supporting documents as may be necessary or appropriate to 

evidence the sale and transfer of any asset pursuant to Loan Contribution and Sale Agreement 

dated as ofMay_, 2010 between 2010-1 SFG VENTURE LLC and the Receiver. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

Structured Transaction Commercial 20 I0-1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
The form which the Attorney(s)-in-Fact shall use for endorsing promissory notes or preparing 

allonges to promissory notes is as follows: 

Pay to the order of 

2010-1 SFG VENTURE LLC 

Without Recourse 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

SILVERTON BANK, N.A. 

By: _______________________________ 

Nrune: _______________________________ 

Title: Attorney-in-Fact 

All documents ofassignment, conveyance or transfer shall contain this sentence: "This 

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

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

Corporation in any capacity." 

2. To grant to each Attorney-in-Fact full power and authority to do and perform all 

acts necessary to carry into effect the powers granted by this Limited Power ofAttorney as fully 

as the FDIC in any capacity might or could do with the srune validity as if all and every such act 

had been herein particularly stated, expressed and especially provided for. 

This Limited Power ofAttorney shall be effective from [usually Closing Date] and 

shall continue in full force and effect through [one year's duration] , unless otherwise 

terminated by an official ofthe FDIC or its successors and assigns authorized to do so 

("Revocation"). At such time this Limited Power ofAttorney will be automatically revoked. 

Any third party may rely upon this document as the nruned individual(s)' authority to continue to 

exercise the powers herein granted unless a Revocation has been recorded in the public records 

ofthe jurisdiction where this Limited Power ofAttorney has been recorded, or unless a third 

party has received actual notice of a Revocation. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

2 

Structured Transaction Commercial2010·1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.00!7 
IN WI1NESS WHEREOF, the FDIC by its duly authorized officer empowered to act on 

its behalfby appropriate resolution of its Board ofDirectors, or redelegations thereof, has 

caused these presents to be executed and subscribed in its name this day of __, 2010. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION 

Title: 

Signed, sealed and delivered 

in the presence of 

By:_____________ 

Name:______________ 

Witness 

Name:______________ 

Witness 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

3 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC991841374-8.084080.00!7 
ACKNOWLEDGMENT 

UNITED STATES OF AMERICA) 

) 

DISTRICT OF COLUMBIA ) 

_________, affiant, for himself says that [ s/he] is a Division of 

Resolutions and Receiverships, ofthe Federal Deposit Insurance Corporation, the Corporation in 

whose name the foregoing Limited Power ofAttorney has been subscribed, that the said Limited 

Power ofAttorney was subscribed on behalf ofthe said Corporation by due authority ofthe 

Corporation's Board of Directors, and that the said acknowledges the said 

Limited Power ofAttorney to be the free act and deed of the said Corporation. 

Notary Public, District of Columbia 


United States of America 


My Commission Expires: 

4 

Structured Transaction Commercial2010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
EXHIBIT A 


TO LIMITED POWER OF ATTORNEY 


Attorneys-in-Fact 


[list names and organizations ofAttorney(s)-in-Fact] 

Structured Transaction Commercia12010-l SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017 
SCHEDULE! 


LIST OF PURCHASE MONEY NOTES 


Maturity Dates and Principal Amounts of the Purchase Money Notes 


Maturih: Date PrinciJ:!al Amount 

April18, 2012 $65,000,000 

April18, 2012 $0 

April18, 2013 $50,000,000 

April18, 2013 $0 

April18, 2014 $60,888,040 

April18, 2014 $0 

Structured Transaction Commercial2010·1 SFG LLC 

Loan Contribution and Sale Agreement 

WDC99 1841374-8.084080.0017