Common use of Compliance with Law; Rules of Construction Clause in Contracts

Compliance with Law; Rules of Construction. Except as otherwise specifically provided herein, each party to this Agreement shall, at its own cost and expense, obey and comply with all Laws, as they may pertain to such party’s performance of its obligations hereunder. Section 1.2 of the Contribution Agreement (Construction) is hereby incorporated by reference into this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SCHEDULE I LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS RESIDENTIAL ADC Bank Name City State Fund Closing Date Columbian Bank and Trust Xxxxxx XX 00000 August 22, 2008 Integrity Bank Xxxxxxxxxx XX 00000 August 29, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 October 24, 0000 Xxxxxxx Xxxx Xxxxxxxxx XX 00000 October 31, 0000 Xxxxxxxx Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 November 7, 2008 Franklin Bank, SSB Xxxxxxx XX 00000 November 7, 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 November 21, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxxxxxxx Xxxxx Bank Xxxxxxxxx TX 10026 December 12, 0000 Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 December 12, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 0xx Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 January 23, 0000 XxxxxxXxxx Xxxx Xxxx Xxxx XX 00000 January 30, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 2009 FirstBank Financial Services XxXxxxxxx XX 00000 February 6, 0000 Xxxxxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 February 13, 2009 Riverside Bank of the Xxxx Xxxxx Xxxx Xxxxx XX 00000 February 13, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 February 20, 0000 XxxxxXxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 July 31, 2009 Exhibit A Form of LLC Operating Agreement FORM OF XXXXXXXXX 0000-0 XXX-XXX VENTURE, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT 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 9th day of February, 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”), RL RES 2009-1 Investments, LLC, a Delaware limited liability company (the “Private Owner”), and Xxxxxxxxx 0000-0 XXX-XXX Venture, LLC, a Delaware limited liability company (the “Company”).

Compliance with Law; Rules of Construction. Except as otherwise specifically provided herein, each party to this Agreement shall, at its own cost and expense, obey and comply with all Laws, as they may pertain to such party’s performance of its obligations hereunder. Section 1.2 of the Contribution Agreement (Construction) is hereby incorporated by reference into this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SCHEDULE I LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS RESIDENTIAL ADC List of Failed Financial Institutions Bank Name City State Fund Closing Date Columbian Bank and Trust Xxxxxx IndyMac Bank, FSB Xxxxxxxx XX 00000 August 22, 2008 Integrity Bank Xxxxxxxxxx XX 00000 August 29, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 October 24, 0000 Xxxxxxx Xxxx Xxxxxxxxx XX 00000 October 31, 0000 Xxxxxxxx Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 November 7, 2008 Franklin Bank, SSB Xxxxxxx XX 00000 November 7, 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 November 21July 11, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxxxxxxx Xxxx xx Xxxxx Bank Xxxxxxxxx TX 10026 December 12Xxxxxx Vancouver WA 10029 January 16, 0000 Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 December 12, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 0xx Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 January 23, 0000 XxxxxxXxxx Xxxx Xxxx Xxxx XX 00000 January 30, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 2009 FirstBank Financial Services XxXxxxxxx XX 00000 February 6, 0000 Xxxxxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 February 13, 2009 Riverside Bank of the Xxxx Xxxxx Xxxx Xxxxx XX 00000 February 13, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 February 20, 0000 XxxxxXxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27April 10, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 April 24, 0000 Xxxxx Xxxx xx Xxxxxxx Xxxxx Calabasas CA 10054 April 24, 0000 Xxxxx Xxxx xx Xxxxx Xxxxxxx XX 00000 April 24, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000 April 24, 0000 Xxxxxxx Xxxx Xxxx Xxxxxx XX 00000 May 1, 0000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 8, 0000 Xxxx xx Xxxxxxxxxxx Xxxxxxxxxxx XX 00000 June 5, 0000 Xxxxxxxxx Xxxx xx Xxxx Xxxxxxx Xxxxx Rica GA 10068 June 26, 0000 Xxxxx Xxxxx Xxxx xx Xxxxx Xxxxx XX 00000 July 31,2009 Integrity Bank Xxxxxxx XX 00000 July 31, 2009 Exhibit A Form of LLC Operating Agreement FORM OF XXXXXXXXX 0000-0 XXX-XXX VENTURE0000 Xxxxxxxxx Xxxx xx Xxxxxx Xxx Xxxxx XX 00000 August 14, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT 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 hereof0000 Xxxxx Xxxx Xxxxxxxx XX 00000 August 14, this “Agreement”), is made and entered into as of the 9th day of February, 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”), RL RES 2009-1 Investments, LLC, a Delaware limited liability company (the “Private Owner”), and Xxxxxxxxx 0000-0 XXX-XXX Venture, LLC, a Delaware limited liability company (the “Company”).

Compliance with Law; Rules of Construction. Except as otherwise specifically provided herein, each party to this Agreement shall, at its own cost and expense, obey and comply with all Laws, as they may pertain to such party’s performance of its obligations hereunder. Section 1.2 of the Contribution Agreement (Construction) is hereby incorporated by reference into this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Multibank Structured Transaction 2009-1 CRE Form LLC Interest Sale Agmt 60788342_13.DOC SCHEDULE I LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS RESIDENTIAL ADC List of Failed Financial Institutions Bank Name City State Fund Closing Date Columbian Bank and Trust Xxxxxx XX 00000 August 22, 2008 Integrity Bank Xxxxxxxxxx XX 00000 August 29, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 October 24, 0000 Xxxxxxx Xxxx Xxxxxxxxx XX 00000 October 31, 0000 Xxxxxxxx Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 November 7, 2008 Franklin Bank, SSB Xxxxxxx XX 00000 November 7, 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 November 21, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxxxxxxx Xxxxx Bank Xxxxxxxxx TX 10026 December 12, 0000 Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 December 12, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 0xx Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 January 23, 0000 XxxxxxXxxx Xxxx Xxxx Xxxx XX 00000 January 30, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 2009 FirstBank Financial Services XxXxxxxxx XX 00000 February 6, 0000 Xxxxxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 February 13, 2009 Riverside Bank of the Xxxx Xxxxx Xxxx Xxxxx XX 00000 February 13, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 February 20, 2009 Security Savings Bank Xxxxxxxxx XX 00000 February 27, 0000 XxxxxXxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 July 31, 2009 Multibank Structured Transaction 2009-1 CRE Limited Liability Company Interest Sale and Assignment Agreement 60788342_13.DOC Exhibit A Form of LLC Operating Agreement Multibank Structured Transaction 2009-1 CRE Limited Liability Company Interest Sale and Assignment Agreement 60788342_13.DOC FORM OF XXXXXXXXX 0000MULTIBANK 2009-0 XXX-XXX 1 CRE VENTURE, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT 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 9th 7th day of FebruaryJanuary, 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”), RL RES 2009-1 InvestmentsColFin DB Funding, LLC, a Delaware limited liability company (the “Private Owner”), and Xxxxxxxxx 0000Multibank 2009-0 XXX-XXX 1 CRE Venture, LLC, a Delaware limited liability company (the “Company”).

Compliance with Law; Rules of Construction. Except as otherwise specifically provided herein, each party to this Agreement shall, at its own cost and expense, obey and comply with all Laws, as they may pertain to such party’s performance of its obligations hereunder. Section 1.2 of the Contribution Agreement (Construction) is hereby incorporated by reference into this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SCHEDULE I LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS RESIDENTIAL ADC List of Failed Financial Institutions Bank Name City State Fund Closing Date Columbian Bank and Trust Xxxxxx XX 00000 August 22, 2008 Integrity Bank Xxxxxxxxxx XX 00000 August 29, 0000 Xxxxxx Silver Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 October 24, 0000 Xxxxxxx Xxxx Xxxxxxxxx XX 00000 October 31, 0000 Xxxxxxxx Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 November 7, 2008 Franklin Bank, SSB Xxxxxxx XX 00000 November 7, 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 November 21, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxxxxxxx Xxxxx Bank Xxxxxxxxx TX 10026 December 12, 0000 Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 December 12, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 0xx Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 January 23, 0000 XxxxxxXxxx Xxxx Xxxx Xxxx XX 00000 January 30, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 2009 FirstBank Financial Services XxXxxxxxx XX 00000 February 6, 0000 Xxxxxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 February 13, 2009 Riverside Bank of the Xxxx Xxxxx Xxxx Xxxxx XX 00000 February 13, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 February 20, 0000 XxxxxXxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27, 0000 Xxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 April 10, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 April 24, 0000 Xxxxx Xxxx xx Xxxxxxx Xxxxx Calabasas CA 10054 April 24, 0000 Xxxxx Xxxx xx Xxxxx Xxxxxxx XX 10055 April 24, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000 April 24, 0000 Xxxxxxx Xxxx Xxxx Xxxxxx XX 00000 May 1, 0000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 8, 0000 Xxxx xx Xxxxxxxxxxx Xxxxxxxxxxx XX 00000 June 5, 0000 Xxxxxxxxx Xxxx xx Xxxx Xxxxxxx Xxxxx Rica GA 10068 June 26, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 July 31, 0000 Xxxxxxxxx Xxxx xx Xxxxxx Xxx Xxxxx XX 00000 August 14, 0000 Xxxxxxxxx Xxxx xx Xxxxxxx Xxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxx XX 00000 September 11, 2009 Exhibit A Form of LLC Operating Agreement Exhibit B Form of Loan Value Schedule Exhibit C [FORM OF XXXXXXXXX 0000-0 XXX-XXX VENTURE, LLC AMENDED TRANSFEREE ACKNOWLEDGMENT AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT THIS AMENDED CERTIFICATION] TRANSFEREE ACKNOWLEDGMENT 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”), CERTIFICATION Reference is made to the Limited Liability Company Interest Sale and entered into as of the 9th day of FebruaryAssignment Agreement dated July 2, 2010 (the “Closing DateTransferred LLC Interest Sale Agreement”), ) 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”), RL RES 2009-1 InvestmentsColFin Axle Funding, LLC, a Delaware limited liability company (the “Private Owner”), the Federal Deposit Insurance Corporation, as receiver for the various failed financial institutions listed on Schedule I hereto (including its successors and Xxxxxxxxx 0000assigns thereto, the “Initial Member”), and 2010-0 XXX-XXX 1 CRE Venture, LLC, a Delaware limited liability company (the “Company”).. Capitalized terms used, and not otherwise defined, in this Transferee Acknowledgement and Certification have the meanings given in the Transferred LLC Interest Sale Agreement. The undersigned, the Private Owner, hereby acknowledges and certifies to the Initial Member that it has read and understands, and is prepared to cause the Company to comply with, the obligations imposed upon the Company under the Contribution Agreement and the Transaction Documents (as defined in the Contribution Agreement). Without limiting the foregoing, and subject to the provisions of the Contribution Agreement and the Transaction Documents, the Private Owner is aware of and prepared to cause the Company to comply with the obligations as specified in the Contribution Agreement (i) to remove the Initial Member and the Failed Bank as a party to any litigation or actions with respect to the Loans (as defined in the Contribution Agreement) (including without limitation the actions on the List (as defined below)), and to substitute the Company as the real party-in-interest in any such litigation or actions and (ii) to take all actions necessary to file (x) proofs of claims in pending bankruptcy cases involving any Loans for which the Initial Member or the Failed Bank has not already filed a proof of claim, and (y) all documents required by Rule 3001 of the Federal Rules of Bankruptcy Procedure and to take all such similar actions as may be required in any relevant jurisdiction in any pending bankruptcy or insolvency case or proceeding in such jurisdiction involving any Loans in order to evidence and assert the Company’s rights. Attached hereto as Schedule II is a list of litigation made available with respect to the Loans (the “List”). The undersigned acknowledges that the Initial Member makes no representation or warranty as to the completeness or accuracy of the List or the information contained or referred to therein and that (without limitation of the foregoing) there may be additional litigation or bankruptcy actions pending against the Failed Bank with respect to the Loans or with respect to other parties with respect to the Loans. COLFIN AXLE FUNDING, LLC,a Delaware limited liability company By: Name: Xxxx X. Xxxxxxxx Title: Vice President SCHEDULE I TO TRANSFEREE ACKNOWLEDGEMENT AND CERTIFICATION LIST OF FAILED FINANCIAL INSTITUTIONS Bank Name City State Fund Closing Date Silver Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 0000 Xxxxx Xxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27, 0000 Xxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 April 10, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 April 24, 0000 Xxxxx Xxxx xx Xxxxxxx Xxxxx Calabasas CA 10054 April 24, 0000 Xxxxx Xxxx xx Xxxxx Xxxxxxx XX 10055 April 24, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000 April 24, 0000 Xxxxxxx Xxxx Xxxx Xxxxxx XX 00000 May 1, 0000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 8, 0000 Xxxx xx Xxxxxxxxxxx Xxxxxxxxxxx XX 00000 June 5, 0000 Xxxxxxxxx Xxxx xx Xxxx Xxxxxxx Xxxxx Rica GA 10068 June 26, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 July 31, 0000 Xxxxxxxxx Xxxx xx Xxxxxx Xxx Xxxxx XX 00000 August 14, 0000 Xxxxxxxxx Xxxx xx Xxxxxxx Xxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxx XX 00000 September 11, 2009 SCHEDULE II TO TRANSFEREE ACKNOWLEDGEMENT AND CERTIFICATION LIST OF LITIGATION Exhibit D [FORM OF JOINDER AND CONSENT AGREEMENT] JOINDER AND CONSENT AGREEMENT THIS JOINDER AND CONSENT AGREEMENT, dated as of , 20 , is

Compliance with Law; Rules of Construction. Except as otherwise specifically provided herein, each party to this Agreement shall, at its own cost and expense, obey and comply with all Laws, as they may pertain to such party’s performance of its obligations hereunder. Section 1.2 of the Contribution Agreement (Construction) is hereby incorporated by reference into this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SCHEDULE I LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS RESIDENTIAL COMMERCIAL ADC Bank Name City State Fund Closing Date Columbian Bank and Trust Xxxxxx XX 00000 August 22, 2008 Integrity Bank Xxxxxxxxxx XX 00000 August 29, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 October 24, 0000 Xxxxxxx Xxxx Xxxxxxxxx XX 00000 October 31, 0000 Xxxxxxxx Xxxxxxx Xxxx 2008 Security Pacific Bank Xxx Xxxxxxx XX 00000 November 7. 0000 Xxxxxxxx Xxxx, 2008 Franklin Bank, SSB XXX Xxxxxxx XX 00000 November 7, 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 November 21, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxxxxxxx Xxxxx Bank Xxxxxxxxx TX 10026 December 12, 0000 Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 December 12, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 0xx Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 January 23, 0000 XxxxxxXxxx Xxxx Xxxx Xxxx XX 00000 January 30, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 2009 FirstBank Financial Services XxXxxxxxx XX 00000 February 6, 0000 Xxxxxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 February 13, 2009 Riverside Bank of the Xxxx Xxxxx Xxxx Xxxxx XX 00000 February 13, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 February 20, 0000 XxxxxXxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 July 31, 2009 Exhibit A Form of LLC Operating Agreement FORM OF XXXXXXXXX 0000MULTIBANK 2009-0 XXX1 CML-XXX ADC VENTURE, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT 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 9th day of February, 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”), RL RES CML 2009-1 Investments, LLC, a Delaware limited liability company (the “Private Owner”), and Xxxxxxxxx 0000Multibank 2009-0 XXX1 CML-XXX ADC Venture, LLC, a Delaware limited liability company (the “Company”).

Compliance with Law; Rules of Construction. Except as otherwise specifically provided herein, each party to this Agreement shall, at its own cost and expense, obey and comply with all Laws, as they may pertain to such party’s performance of its obligations hereunder. Section 1.2 of the Contribution Agreement (Construction) is hereby incorporated by reference into this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SCHEDULE I LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS RESIDENTIAL ADC List of Failed Financial Institutions Bank Name City State Fund Closing Date Columbian Bank and Trust Xxxxxx IndyMac Bank, FSB Xxxxxxxx XX 00000 August 22, 2008 Integrity Bank Xxxxxxxxxx XX 00000 August 29, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 October 24, 0000 Xxxxxxx Xxxx Xxxxxxxxx XX 00000 October 31, 0000 Xxxxxxxx Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 November 7, 2008 Franklin Bank, SSB Xxxxxxx XX 00000 November 7, 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 November 21July 11, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxxxxxxx Xxxx xx Xxxxx Bank Xxxxxxxxx TX 10026 December 12Xxxxxx Vancouver WA 10029 January 16, 0000 Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 December 12, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 0xx Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 January 23, 0000 XxxxxxXxxx Xxxx Xxxx Xxxx XX 00000 January 30, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 2009 FirstBank Financial Services XxXxxxxxx XX 00000 February 6, 0000 Xxxxxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 February 13, 2009 Riverside Bank of the Xxxx Xxxxx Xxxx Xxxxx XX 00000 February 13, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 February 20, 0000 XxxxxXxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27April 10, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 April 24, 0000 Xxxxx Xxxx xx Xxxxxxx Xxxxx Calabasas CA 10054 April 24, 0000 Xxxxx Xxxx xx Xxxxx Xxxxxxx XX 10055 April 24, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000 April 24, 0000 Xxxxxxx Xxxx Xxxx Xxxxxx XX 00000 May 1, 0000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 8, 0000 Xxxx xx Xxxxxxxxxxx Xxxxxxxxxxx XX 00000 June 5, 0000 Xxxxxxxxx Xxxx xx Xxxx Xxxxxxx Xxxxx Rica GA 10068 June 26, 0000 Xxxxx Xxxxx Xxxx xx Xxxxx Xxxxx XX 00000 July 31,2009 Integrity Bank Xxxxxxx XX 00000 July 31, 2009 Exhibit A Form of LLC Operating Agreement FORM OF XXXXXXXXX 0000-0 XXX-XXX VENTURE0000 Xxxxxxxxx Xxxx xx Xxxxxx Xxx Xxxxx XX 00000 August 14, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT 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 hereof0000 Xxxxx Xxxx Xxxxxxxx XX 00000 August 14, this “Agreement”), is made and entered into as of the 9th day of February, 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”), RL RES 2009-1 Investments, LLC, a Delaware limited liability company (the “Private Owner”), and Xxxxxxxxx 0000-0 XXX-XXX Venture, LLC, a Delaware limited liability company (the “Company”).

Compliance with Law; Rules of Construction. Except as otherwise specifically provided herein, each party to this Agreement shall, at its own cost and expense, obey and comply with all Laws, as they may pertain to such party’s performance of its obligations hereunder. Section 1.2 of the Contribution Agreement (Construction) is hereby incorporated by reference into this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SCHEDULE I LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS RESIDENTIAL ADC List of Failed Financial Institutions Bank Name City State Fund Closing Date Columbian Bank and Trust Xxxxxx XX 00000 August 22, 2008 Integrity Bank Xxxxxxxxxx XX 00000 August 29, 0000 Xxxxxx Silver Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 October 24, 0000 Xxxxxxx Xxxx Xxxxxxxxx XX 00000 October 31, 0000 Xxxxxxxx Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 November 7, 2008 Franklin Bank, SSB Xxxxxxx XX 00000 November 7, 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 November 21, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxxxxxxx Xxxxx Bank Xxxxxxxxx TX 10026 December 12, 0000 Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 December 12, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 0xx Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 January 23, 0000 XxxxxxXxxx Xxxx Xxxx Xxxx XX 00000 January 30, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 2009 FirstBank Financial Services XxXxxxxxx XX 00000 February 6, 0000 Xxxxxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 February 13, 2009 Riverside Bank of the Xxxx Xxxxx Xxxx Xxxxx XX 00000 February 13, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 February 20, 0000 XxxxxXxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27, 0000 Xxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 April 10, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 April 24, 0000 Xxxxx Xxxx xx Xxxxxxx Xxxxx Calabasas CA 10054 April 24, 0000 Xxxxx Xxxx xx Xxxxx Xxxxxxx XX 00000 April 24, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000 April 24, 0000 Xxxxxxx Xxxx Xxxx Xxxxxx XX 00000 May 1, 0000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 8, 0000 Xxxx xx Xxxxxxxxxxx Xxxxxxxxxxx XX 00000 June 5, 0000 Xxxxxxxxx Xxxx xx Xxxx Xxxxxxx Xxxxx Rica GA 10068 June 26, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 July 31, 0000 Xxxxxxxxx Xxxx xx Xxxxxx Xxx Xxxxx XX 00000 August 14, 0000 Xxxxxxxxx Xxxx xx Xxxxxxx Xxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxx XX 00000 September 11, 2009 OHS East:160711155.7 Exhibit A Form of LLC Operating Agreement OHS East:160711155. 7A-1 Exhibit B Form of Loan Value Schedule Exhibit C [FORM OF XXXXXXXXX 0000-0 XXX-XXX VENTURE, LLC AMENDED TRANSFEREE ACKNOWLEDGMENT AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT THIS AMENDED CERTIFICATION] TRANSFEREE ACKNOWLEDGMENT 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”), CERTIFICATION Reference is made to the Limited Liability Company Interest Sale and entered into as of the 9th day of FebruaryAssignment Agreement dated July 2, 2010 (the “Closing DateTransferred LLC Interest Sale Agreement”), ) 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”), RL RES 2009-1 InvestmentsColFin Axle Funding, LLC, a Delaware limited liability company (the “Private Owner”), the Federal Deposit Insurance Corporation, as receiver for the various failed financial institutions listed on Schedule I hereto (including its successors and Xxxxxxxxx 0000assigns thereto, the “Initial Member”), and 2010-0 XXX-XXX 1 CRE Venture, LLC, a Delaware limited liability company (the “Company”).. Capitalized terms used, and not otherwise defined, in this Transferee Acknowledgement and Certification have the meanings given in the Transferred LLC Interest Sale Agreement. The undersigned, the Private Owner, hereby acknowledges and certifies to the Initial Member that it has read and understands, and is prepared to cause the Company to comply with, the obligations imposed upon the Company under the Contribution Agreement and the Transaction Documents (as defined in the Contribution Agreement). Without limiting the foregoing, and subject to the provisions of the Contribution Agreement and the Transaction Documents, the Private Owner is aware of and prepared to cause the Company to comply with the obligations as specified in the Contribution Agreement (i) to remove the Initial Member and the Failed Bank as a party to any litigation or actions with respect to the Loans (as defined in the Contribution Agreement) (including without limitation the actions on the List (as defined below)), and to substitute the Company as the real party-in-interest in any such litigation or actions and (ii) to take all actions necessary to file (x) proofs of claims in pending bankruptcy cases involving any Loans for which the Initial Member or the Failed Bank has not already filed a proof of claim, and (y) all documents required by Rule 3001 of the Federal Rules of Bankruptcy Procedure and to take all such similar actions as may be required in any relevant jurisdiction in any pending bankruptcy or insolvency case or proceeding in such jurisdiction involving any Loans in order to evidence and assert the Company’s rights. Attached hereto as Schedule II is a list of litigation made available with respect to the Loans (the “List”). The undersigned acknowledges that the Initial Member makes no representation or warranty as to the completeness or accuracy of the List or the information contained or referred to therein and that (without limitation of the foregoing) there may be additional litigation or bankruptcy actions pending against the Failed Bank with respect to the Loans or with respect to other parties with respect to the Loans. COLFIN AXLE FUNDING, LLC,a Delaware limited liability company By: Name: Xxxx X. Xxxxxxxx Title: Vice President SCHEDULE I TO TRANSFEREE ACKNOWLEDGEMENT AND CERTIFICATION LIST OF FAILED FINANCIAL INSTITUTIONS Bank Name City State Fund Closing Date Silver Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 0000 Xxxxx Xxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27, 0000 Xxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 April 10, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 April 24, 0000 Xxxxx Xxxx xx Xxxxxxx Xxxxx Calabasas CA 10054 April 24, 0000 Xxxxx Xxxx xx Xxxxx Xxxxxxx XX 00000 April 24, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000 April 24, 0000 Xxxxxxx Xxxx Xxxx Xxxxxx XX 00000 May 1, 0000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 8, 0000 Xxxx xx Xxxxxxxxxxx Xxxxxxxxxxx XX 00000 June 5, 0000 Xxxxxxxxx Xxxx xx Xxxx Xxxxxxx Xxxxx Rica GA 10068 June 26, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 July 31, 0000 Xxxxxxxxx Xxxx xx Xxxxxx Xxx Xxxxx XX 00000 August 14, 0000 Xxxxxxxxx Xxxx xx Xxxxxxx Xxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxx XX 00000 September 11, 2009 SCHEDULE II TO TRANSFEREE ACKNOWLEDGEMENT AND CERTIFICATION LIST OF LITIGATION Exhibit D [FORM OF JOINDER AND CONSENT AGREEMENT] JOINDER AND CONSENT AGREEMENT THIS JOINDER AND CONSENT AGREEMENT, dated as of , 20 , is

Compliance with Law; Rules of Construction. Except as otherwise specifically provided herein, each party to this Agreement shall, at its own cost and expense, obey and comply with all Laws, as they may pertain to such party’s performance of its obligations hereunder. Section 1.2 of the Contribution Agreement (Construction) is hereby incorporated by reference into this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SCHEDULE I LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS RESIDENTIAL ADC List of Failed Financial Institutions Bank Name City State Fund Closing Date Columbian Bank and Trust Xxxxxx XX 00000 August 22, 2008 Integrity Bank Xxxxxxxxxx XX 00000 August 29, 0000 Xxxxxx Silver Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 October 24, 0000 Xxxxxxx Xxxx Xxxxxxxxx XX 00000 October 31, 0000 Xxxxxxxx Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 November 7, 2008 Franklin Bank, SSB Xxxxxxx XX 00000 November 7, 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 November 21, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxxxxxxx Xxxxx Bank Xxxxxxxxx TX 10026 December 12, 0000 Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 December 12, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 0xx Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 January 23, 0000 XxxxxxXxxx Xxxx Xxxx Xxxx XX 00000 January 30, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 2009 FirstBank Financial Services XxXxxxxxx XX 00000 February 6, 0000 Xxxxxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 February 13, 2009 Riverside Bank of the Xxxx Xxxxx Xxxx Xxxxx XX 00000 February 13, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 February 20, 0000 XxxxxXxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27, 0000 Xxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 April 10, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 April 24, 0000 Xxxxx Xxxx xx Xxxxxxx Xxxxx Calabasas CA 10054 April 24, 0000 Xxxxx Xxxx xx Xxxxx Xxxxxxx XX 10055 April 24, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000 April 24, 0000 Xxxxxxx Xxxx Xxxx Xxxxxx XX 00000 May 1, 0000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 8, 0000 Xxxx xx Xxxxxxxxxxx Xxxxxxxxxxx XX 00000 June 5, 0000 Xxxxxxxxx Xxxx xx Xxxx Xxxxxxx Xxxxx Rica GA 10068 June 26, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 July 31, 0000 Xxxxxxxxx Xxxx xx Xxxxxx Xxx Xxxxx XX 00000 August 14, 0000 Xxxxxxxxx Xxxx xx Xxxxxxx Xxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxx XX 00000 September 11, 2009 Exhibit A Form of LLC Operating Agreement Exhibit B Form of Loan Value Schedule Exhibit C [FORM OF XXXXXXXXX 0000-0 XXX-XXX VENTURE, LLC AMENDED TRANSFEREE ACKNOWLEDGMENT AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT THIS AMENDED CERTIFICATION] TRANSFEREE ACKNOWLEDGMENT 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”), CERTIFICATION Reference is made to the Limited Liability Company Interest Sale and entered into as of the 9th day of FebruaryAssignment Agreement dated July 2, 2010 (the “Closing DateTransferred LLC Interest Sale Agreement”) by and among ColFin Axle Funding, LLC, a Delaware limited liability company (the “Private Owner”), the Federal Deposit Insurance Corporation, as receiver for the various failed financial institutions listed on Schedule I hereto (including its successors and assigns thereto, the “Initial Member”), and 2010-1 CRE Venture, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used, and not otherwise defined, in this Transferee Acknowledgement and Certification have the meanings given in the Transferred LLC Interest Sale Agreement. The undersigned, the Private Owner, hereby acknowledges and certifies to the Initial Member that it has read and understands, and is prepared to cause the Company to comply with, the obligations imposed upon the Company under the Contribution Agreement and the Transaction Documents (as defined in the Contribution Agreement). Without limiting the foregoing, and subject to the provisions of the Contribution Agreement and the Transaction Documents, the Private Owner is aware of and prepared to cause the Company to comply with the obligations as specified in the Contribution Agreement (i) to remove the Initial Member and the Failed Bank as a party to any litigation or actions with respect to the Loans (as defined in the Contribution Agreement) (including without limitation the actions on the List (as defined below)), and to substitute the Company as the real party-in-interest in any such litigation or actions and (ii) to take all actions necessary to file (x) proofs of claims in pending bankruptcy cases involving any Loans for which the Initial Member or the Failed Bank has not already filed a proof of claim, and (y) all documents required by Rule 3001 of the Federal Rules of Bankruptcy Procedure and to take all such similar actions as may be required in any relevant jurisdiction in any pending bankruptcy or insolvency case or proceeding in such jurisdiction involving any Loans in order to evidence and assert the Company’s rights. Attached hereto as Schedule II is a list of litigation made available with respect to the Loans (the “List”). The undersigned acknowledges that the Initial Member makes no representation or warranty as to the completeness or accuracy of the List or the information contained or referred to therein and that (without limitation of the foregoing) there may be additional litigation or bankruptcy actions pending against the Failed Bank with respect to the Loans or with respect to other parties with respect to the Loans. COLFIN AXLE FUNDING, LLC,a Delaware limited liability company By: Name: Xxxx X. Xxxxxxxx Title: Vice President SCHEDULE I TO TRANSFEREE ACKNOWLEDGEMENT AND CERTIFICATION LIST OF FAILED FINANCIAL INSTITUTIONS Bank Name City State Fund Closing Date Silver Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 0000 Xxxxx Xxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27, 0000 Xxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 April 10, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 April 24, 0000 Xxxxx Xxxx xx Xxxxxxx Xxxxx Calabasas CA 10054 April 24, 0000 Xxxxx Xxxx xx Xxxxx Xxxxxxx XX 10055 April 24, 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000 April 24, 0000 Xxxxxxx Xxxx Xxxx Xxxxxx XX 00000 May 1, 0000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 May 1, 0000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 May 8, 0000 Xxxx xx Xxxxxxxxxxx Xxxxxxxxxxx XX 00000 June 5, 0000 Xxxxxxxxx Xxxx xx Xxxx Xxxxxxx Xxxxx Rica GA 10068 June 26, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 July 31, 0000 Xxxxxxxxx Xxxx xx Xxxxxx Xxx Xxxxx XX 00000 August 14, 0000 Xxxxxxxxx Xxxx xx Xxxxxxx Xxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxxx XX 00000 August 14, 0000 Xxxxx Xxxx Xxxxxxx XX 00000 September 11, 2009 SCHEDULE II TO TRANSFEREE ACKNOWLEDGEMENT AND CERTIFICATION LIST OF LITIGATION Exhibit D [FORM OF JOINDER AND CONSENT AGREEMENT] JOINDER AND CONSENT AGREEMENT THIS JOINDER AND CONSENT AGREEMENT, dated as of , 20 , is delivered pursuant to Section 1(b) of the Limited Liability Company Interest Sale and Assignment Agreement, dated as of July 2, 2010, by and among ColFin Axle Funding, LLC, a limited liability company organized and existing under the laws of Delaware (the “Private Owner”), the Federal Deposit Insurance Corporation (in any capacity, the “FDIC”), in its separate capacities as receiver with respect to the Receiver defined below separate receiverships for each of the various failed financial institutions listed on Schedule I hereto (including its successors and assigns heretothereto) (collectively, the “Initial Member”), RL RES 2009and 2010-1 Investments, LLC, a Delaware limited liability company (the “Private Owner”), and Xxxxxxxxx 0000-0 XXX-XXX CRE Venture, LLC, a Delaware limited liability company organized and existing under the laws of Delaware (the “Company”) (the “Transferred LLC Interest Sale Agreement”). Capitalized terms used herein without definition are used as defined in the Transferred LLC Interest Sale Agreement. By executing and delivering this Joinder and Consent Agreement, the Private Owner hereby becomes a party to the Loan Contribution and Sale Agreement, dated as of the date of this Joinder and Consent Agreement, by and between the Initial Member and the Company (the “Contribution Agreement”) with the same force and effect as if originally named as a party to the Contribution Agreement and, without limiting the generality of the foregoing, consents to and assumes all obligations and liabilities imposed upon the Private Owner pursuant to the Contribution Agreement. The Private Owner hereby agrees to be bound for all intents and purposes as a party to the Contribution Agreement.