Capital Accounts Allocations Priority of Payments Distributions. 6.1. Capital Accounts. A Capital Account will be established and maintained for each Member to which will be credited the Capital Contributions made by such Member and such Member’s allocable share of Net Income (and items thereof), and from which will be deducted distributions to such Member of cash or other Company Property and such Member’s allocable share of Net Loss (and items thereof). As to the Private Owner, the initial Capital Account will correspond to that portion of the Capital Account of the Initial Member that is attributable to the Private Owner Interest acquired by the Private Owner pursuant to the Private Owner Interest Sale Agreement, together with the Private Owner WCR Account Deposit made pursuant to the Private Owner Interest Sale Agreement. A Member’s Capital Account also will be adjusted for items specially allocated to such Member under this Article VI. The Capital Accounts of the Members generally will be adjusted and maintained in accordance with Treasury Regulations § 1.704- 1(b)(2)(iv); provided, however, that such adjustments to, and maintenance of, the Capital Accounts will not adversely affect the manner in which distributions are to be made to the Members under Section 6.6.
Capital Accounts Allocations Priority of Payments Distributions. 37 ARTICLE VII Accounting, Reporting and Taxation 42 ARTICLE VIII Restrictions on Disposition of LLC Interests 49 ARTICLE IX Dissolution and Winding-Up of the Company 53 ARTICLE X Qualified Transferees 54 ARTICLE XI Manager Liability 58 ARTICLE XII Servicing of Mortgage Loans 59
12.1 Servicing 59 12.2 Servicing Standard 62 12.3 Servicing of Mortgage Loans 64 12.4 Removal of Servicer 68 12.5 Interim Management Fee and Interim Servicing Fee; Management Fee 72 12.6 Servicing Expenses 72 12.7 Use of Mortgage Loan Proceeds. 73 12.8 Collection Account 74 12.9 Distribution Account 74 12.10 [Reserved] 74 12.11 Liquidity Account 75 12.12 Certain Servicing and Mortgage Loan Administration Decisions 75 12.13 Management and Disposition of Underlying Collateral 76 12.14 Acquisition of Underlying Collateral 76 12.15 Administration of REO Properties 77 12.16 Releases of Underlying Collateral 79 12.17 Clean-Up Call Rights. 79 12.18 Certain Transfer Obligations 80 13.1 Waiver of Rights of Partition and Dissolution 80 13.2 Entire Agreement; Other Agreements. 80 13.3 Third Party Beneficiaries 81 13.4 Expenses 81 13.5 Waivers and Amendments. 81 13.6 Notices 83 13.7 Counterparts; Facsimile Signatures. 84 13.8 Successors and Assigns 85 13.9 Compliance With Law; Severability 85 13.10 Power of Attorney 85 13.11 Governing Law 86 13.12 Jurisdiction; Venue and Service 86 13.13 Waiver of Jury Trial 88 EXHIBIT C Form of Assignment and Assumption Agreement ...........................................C-1 EXHIBIT D Form of Letter of Credit................................................................................... D-1 THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as the same may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into as of the 1st day of April, 2010 (the “Closing Date”), by and among the Federal Deposit Insurance Corporation (in any capacity, the “FDIC”), as the Receiver defined below (including its successors and assigns hereto, the “Initial Member”), RoundPoint Ventures I, LLC, a Florida limited liability company (the “Private Owner”), and Multibank 2010-1 SFR Venture, LLC, a Delaware limited liability company (the “Company”).
Capital Accounts Allocations Priority of Payments Distributions
