LOAN CONTRIBUTION AND ASSIGNMENT AGREEMENT BY AND

LOAN CONTRIBUTION AND ASSIGNMENT AGREEMENT

BY AND BETWEEN

THE FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR FIRST

NATIONAL BANK OF NEVADA

AND

FNBN I, LLC

Dated as of December 29, 2008

Loan Contribution and Assignment Agreement

EXECUTION VERSION

TABLE OF CONTENTS

Article I Definitions and Construction ...................................................................................2

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

Section 1.2 Construction ...........................................................................................................8

Article II Contribution and Conveyance of Loans ..................................................................9

Section 2.1 Terms and Conditions ...........................................................................................9

Section 2.2 Allocation of Payments Made on Loans; Advances..........................................10

Section 2.3 Adjustments..........................................................................................................10

Section 2.4 Rebates and Refunds ...........................................................................................11

Section 2.5 Interest Conveyed ................................................................................................11

Section 2.6 Retained Claims and Release..............................................................................11

Section 2.7 Taxes......................................................................................................................12

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

Section 3.1 Delivery of Documents.........................................................................................12

Section 3.2 Recordation of Documents ..................................................................................14

Section 3.3 Transfer of Servicing ...........................................................................................15

Article IV Covenants, Duties and Obligations of the Company .............................................16

Section 4.1 Servicing of Loans................................................................................................16

Section 4.2 Collection Agency/Contingency Fee Agreements .............................................16

Section 4.3 Insured or Guaranteed Loans.............................................................................16

Section 4.4 Reporting to or for the Applicable Taxing Authorities....................................16

Section 4.5 Loans in Litigation...............................................................................................17

Section 4.6 Loans in Bankruptcy ...........................................................................................19

Section 4.7 Loan Related Insurance ......................................................................................20

Section 4.8 Loans with Escrow Accounts ..............................................................................20

Section 4.9 Initial Member As Lead Lender in Participated Loans ...................................20

Section 4.10 Contracts for Deed...............................................................................................20

Section 4.11 Leases ....................................................................................................................20

Section 4.12 Notice to Borrowers .............................................................................................20

Section 4.13 Notice of Claim.....................................................................................................21

Section 4.14 Use of the FDIC’s Name and Reservation of Statutory Powers. .....................21

Section 4.15 Prior Servicer Information .................................................................................22

Section 4.16 Release of Initial Member ...................................................................................22

Section 4.17 Indemnification. ...................................................................................................22

Article V Loans Sold “As Is” and Without Recourse............................................................24

Section 5.1 Loans Conveyed “As Is”......................................................................................24

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Section 5.2 No Warranties or Representations with Respect to Escrow Accounts ...........24

Section 5.3 No Warranties or Representations as to Amounts of Unfunded Principal ....25

Section 5.4 Disclaimer Regarding Calculation or Adjustment of Interest on any Loan ..25

Section 5.5 No Warranties or Representations With Regard to Information ...................25

Section 5.6 Intervening or Missing Assignments..................................................................25

Section 5.7 No Warranties or Representations as to Documents........................................25

Article VI Repurchase by the Initial Member at the Company’s Option................................25

Section 6.1 Repurchases at Company’s Option....................................................................25

Section 6.2 Notice to Initial Member .....................................................................................27

Section 6.3 Re-delivery of Notes, Files and Documents .......................................................28

Section 6.4 Waiver of Company’s Repurchase Option........................................................28

Article VII Notices ...................................................................................................................29

Section 7.1 Notices. ..................................................................................................................29

Section 7.2 Article VI Notice: .................................................................................................29

Section 7.3 Transfer Documents ............................................................................................30

Section 7.4 All Other Notices..................................................................................................30

Article VIII Miscellaneous Provisions.......................................................................................31

Section 8.1 Severability. ..........................................................................................................31

Section 8.2 Governing Law.....................................................................................................32

Section 8.3 Cost, Fees and Expenses ......................................................................................32

Section 8.4 Waivers; Amendment and Assignment .............................................................32

Section 8.5 No Presumption....................................................................................................32

Section 8.6 Entire Agreement.................................................................................................32

Section 8.7 Jurisdiction; Venue and Service. ........................................................................32

Section 8.8 Counterparts; Facsimile Signatures...................................................................33

Section 8.9 Headings................................................................................................................34

Attachments

Attachment “A” — Loan Schedule................................................................................... A-1

Attachment “B” — Loan Value Schedule .........................................................................B-1

Attachment “C” — Affidavit and Assignment of Claim ...................................................C-1

Attachment “D” — Assignment and Lost Instrument Affidavit....................................... D-1

Attachment “E” — Limited Power of Attorney ................................................................E-1

Loan Contribution and Assignment Agreement ii

EXECUTION VERSION

LOAN CONTRIBUTION AND ASSIGNMENT AGREEMENT

THIS LOAN CONTRIBUTION AND ASSIGNMENT AGREEMENT (as the same shall

be amended or supplemented, this “Agreement”) is made and entered into as of the 29

day of

December, 2008 (the “Effective Date”), by and between THE FEDERAL DEPOSIT

INSURANCE CORPORATION (in any capacity, “FDIC”) AS RECEIVER FOR FIRST

NATIONAL BANK OF NEVADA (including its successors and assigns, the “Initial

Member”), and FNBN I, LLC, a Delaware limited liability company (the “Company”).

RECITALS

WHEREAS, on July 25, 2008, the FDIC was appointed receiver for First National Bank

of Nevada (the “Failed Bank”); and

WHEREAS, the Initial Member owns a number of Loans (hereinafter defined) as

described on the Loan Schedule attached hereto as Attachment “A” (the “Loan Schedule”); and

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

WHEREAS, the Initial Member has formed the Company and holds the sole membership

interest in the Company (the “LLC Interest”); and

WHEREAS, the Initial Member desires to contribute the Loans as a capital contribution

to the Company, as more fully set forth herein; and

WHEREAS, the Initial Member and the Company have also entered into a Participation

and Servicing Agreement as of the date hereof (the “Participation Agreement”), pursuant to

which the Company will issue and convey to the Initial Member a participation interest in the

Loans, as more fully set forth therein; and

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

Agreement dated of even date hereof (the “LLC Interest Sale Agreement”), the Initial Member

has agreed to sell and transfer the LLC Interest to PNMAC Mortgage Co. (FI), LLC, (the “LLC

Interest Transferee”) for a purchase price of $43,237,216.44 (the “Bid Amount”), the

completion of such sale, the “Closing”; and

WHEREAS, the Bid Amount has been allocated among the Loans by the LLC Transferee

(such allocated amount with respect to a Loan, the “Loan Value”), as set forth on Attachment

“B” (the “Loan Value Schedule”); and

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

relating to the contribution and certain other matters as set forth in this Agreement;

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

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

Loan Contribution and Assignment Agreement

EXECUTION VERSION

sufficiency of which are hereby acknowledged, the Initial Member and the Company hereby

agree as follows:

Article I

Definitions and Construction

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

have the meanings and definitions hereinafter respectively set forth:

“Accounting Records” means the general ledger, supporting subsidiary ledgers and

schedules, and loan servicing system records of the Initial Member.

“Action” means any claim, action, suit (at law or in equity), arbitration or proceeding

before or by a Governmental Authority.

“Adjusted Escrow Balance” means, with respect to any Loan, the Escrow Balance

adjusted up or down, as appropriate, to reflect the actual balance of the escrow account as

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

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

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

Cut-Off Date, (ii) the effect of any final court decree, unappealable regulatory enforcement order

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

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

Period, if any, expired on or before the Cut-Off Date, or (iv) the portion of any check that was

applied to (and reflected in) the Escrow Balance but returned due to insufficient funds or a stop

payment order.

“Adjusted Unpaid Principal Balance” means, with respect to any Loan, the Unpaid

Principal Balance adjusted up or down, as appropriate, to reflect the actual unpaid principal

balance of a Loan on the Accounting Records and to correct errors reflected in the Unpaid

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

unrecorded disbursements of principal or other disbursements, or other accounting errors with

respect to the period ending on the Cut-Off Date, (ii) the effect of any final court decree,

unappealable regulatory enforcement order or other similar action of a legal or regulatory nature

effective on or before the Cut-Off Date, (iii) a foreclosure sale which occurred on or before the

Cut-Off Date for which the Redemption Period, if any, expired on or before the Cut-Off Date, or

(iv) the portion of any check that was applied to (and reflected in) the Unpaid Principal Balance

but returned due to insufficient funds or a stop payment order.

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

decimal) of the Loan Value for such loan divided by the Unpaid Principal Balance of such Loan.

“Advances” means, collectively, (i) any and all out-of-pocket fees, costs, expenses and

indemnified amounts which a Borrower is obligated to pay to a third party or to reimburse to the

lender pursuant to the applicable Note or any other Loan Documents, and (ii) any and all

reasonable out-of-pocket expenses necessary to protect or preserve the value of the Collateral

securing a Loan or the priority of the Liens and security interests created by the Loan Documents

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EXECUTION VERSION

relating thereto, including taxes, insurance premiums (including forced place insurance

premiums), payment of ground rent, the costs of prevention of waste, repairs and maintenance,

and foreclosure expenses and legal fees and expenses relating to foreclosure or other litigation

with respect to the Loans, and which, in the case of (i) or (ii), have been or are advanced after the

Cut-Off Date by or on behalf of the Initial Member.

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

“Affidavit and Assignment of Claim” means an Affidavit and Assignment of Claim in

the form of Attachment “C” to this Agreement.

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

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

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

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

partner, member, trustee, employee or promoter of the Person specified or any Immediate Family

Member of such officer, director, partner, member, trustee, employee or promoter, (iv) any

corporation, partnership, limited liability company or trust for which any Person referred to in

clause (ii) or (iii) acts in that capacity, or (v) any Person who is an officer, director, general

partner, managing member, trustee or holder of 10% or more of outstanding voting securities,

voting equity interests or beneficial interests of any Person described in clauses (i) through (iv);

provided, however, that for purposes of this Agreement, neither Participant nor the Initial

Member shall be deemed to be an Affiliate of either the Company or any Affiliate of the

Company. For the purposes of this definition, the term “control” (including the phrases

“controlled by” and “under common control with”) when used with respect to any specified

Person means the possession, direct or indirect, of the power to direct or cause the direction of

the management and policies of such Person, whether through the ownership of voting securities

or interests, by contract or otherwise.

“Agreement” has the meaning given in the preamble, and shall include all exhibits,

schedules and attachments hereto.

“Ancillary Documents” means the Participation Agreement, including the Servicing

Agreement and the Custodial Agreement (which are exhibits thereto) and the Electronic

Tracking Agreement (which is an exhibit to the Custodial Agreement), in each case, once

executed and delivered, the LLC Interest Sale Agreement and the Guaranty required to be

delivered thereby, and the Company Operating Agreement, and any and all other agreements and

instruments executed and delivered contemporaneously in connection with the Closing.

“Assignment and Lost Instrument Affidavit” means an Assignment and Lost

Instrument Affidavit in the form of Attachment “D” to this Agreement.

“Bid Amount” has the meaning given in the seventh recital.

“Borrower” means any borrower with respect to any Loan.

“Borrower Reimbursable Costs” has the meaning given in the Participation Agreement.

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“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 seventh recital.

“Collateral” means any and all real or personal property, whether tangible or intangible,

securing or pledged to secure a Loan, including any account, equipment, guarantee or contract

right, or other interest that is subject to any Collateral Document.

“Collateral Document” means all pledge agreements, security agreements, personal or

corporate guaranties, deeds of trust, mortgages, contracts for the sale of real property,

assignments, collateral agreements or other agreements or documents of any kind, whether

originals or copies, whether similar to or different from those enumerated, securing in any

manner the performance or payment by any Borrower of its obligations or the obligations of any

other Borrower under any of the Loans or Notes evidencing the Loans.

“Collection Account” has the meaning given such term in the Participation Agreement.

“Company” has the meaning given in the preamble.

“Company Advances” has the meaning given in the Participation Agreement.

“Company’s Share” has the meaning given in the Participation Agreement.

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

property, including any installment land contract.

“Custodial Documents” has the meaning given in the Participation Agreement.

“Cut-Off Date” means as of the close of business on November 30, 2008.

“Deficiency Balance” means the remaining unpaid principal balance of any Note

purchased hereunder after crediting to it the proceeds of a foreclosure sale.

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

“Effective Date” has the meaning given in the preamble.

“Environmental Hazards” means the presence at, in or under any Mortgaged Property

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

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

other property or rights pertaining thereto), of any “hazardous substance,” as defined in Section

101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of

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

liquid at standard conditions of temperature and pressure), at a level or in an amount that requires

remediation or abatement under applicable environmental law.

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“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.

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

“Excess Principal” has the meaning given in Section 2.3(b).

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

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

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

subdivision of or in such other jurisdiction.

“Foreign Loan” means a Loan with respect to which the Borrower or any of the

Collateral is located in any jurisdiction other than the United States.

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

“Governmental Authority” means any United States or non-United States national,

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

subdivision of any governmental, regulatory or administrative authority, agency or commission,

or judicial or arbitral body.

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

“Immediate Family Member” shall mean, with respect to any individual, his or her

spouse, parents, parents-in-law, descendents, nephews, nieces, brothers, sisters, brothers-in-law,

sisters-in-law, children (whether natural or adopted), children-in-law, grandchildren and

grandchildren-in-law.

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

“Initial Member” has the meaning given in the preamble.

“Law” means any statute, law, ordinance, regulation, rule, code, injunction, judgment,

decree or order of any Governmental Authority

“Lien” means any pledges, security interests, charges, restrictions on or conditions to

transfer, voting or exercise or enjoyment of any right or beneficial interest, options, rights of first

refusal and other liens, claims or encumbrances of any nature whatsoever.

“Limited Power of Attorney” means the Limited Power of Attorney in the form of

Attachment “E” to this Agreement.

“LLC Interest” has the meaning given in the fourth recital.

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

Loan Contribution and Assignment Agreement

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

“Loan” means any loan or Participated Loan listed on the Loan Schedule, and any loan

into which any listed loan or Participated Loan is refinanced, and includes with respect to each

such loan or Participated Loan: (i) any obligation evidenced by a Note; (ii) all rights, powers or

Liens of the Initial Member or the Failed Bank in or under the Collateral Documents; (iii) any

Contract for Deed and the real property which is subject to any such Contract for Deed; and (iv)

any lease and the related leased property.

“Loan Documents” has the meaning given in the Participation Agreement.

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

are in the possession of the Initial Member or any of its employees or contractors responsible for

the servicing of the Loan, other than (i) the original Notes and other Collateral Documents and

(ii) confidential or privileged communications between the Initial Member or the Failed Bank

and its legal counsel; provided, however, that the Loan Files do not include files maintained by

other employees or agents of the Initial Member, or attorney-client or work product privileged

materials held by the Initial Member’s legal counsel unless in the opinion of such counsel, the

disclosure of the material is not likely to result in the waiver of the attorney-client or work

product privilege.

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

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

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

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

“Losses” has the meaning given in Section 4.17(a).

“MERS” means Mortgage Electronic Registration Systems, Incorporated.

“MERS Registered Mortgages” has the meaning given in Section 3.1(c).

“Modification” means any extension, renewal, substitution, replacement, supplement,

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

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

“Mortgaged Property” means the real property Collateral, including land, fixtures and

improvements, if any, securing any Loan.

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

shared credit or Participated Loan agreement, intercreditor agreement, reimbursement agreement,

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

evidencing a Loan, and all Modifications to the foregoing.

Loan Contribution and Assignment Agreement

EXECUTION VERSION

“Obligations” means all obligations and commitments of the Initial Member relating to a

Loan and arising or due or payable after the Cut-Off Date under and in accordance with any of

the related Notes, Collateral Documents or Related Agreements.

“Order” has the meaning given in Section 6.1.

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

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

“Participated Loan” means any Loan subject to a shared credit, participation or similar

inter-creditor agreement under which the Initial Member or the Failed Bank was lead or agent

financial depository institution or otherwise managed or held the credit or sold participations, or

under which the Initial Member or the Failed Bank was a participating financial depository

institution or purchased participations in a credit managed by another.

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

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

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

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

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

entity.

“Pre-Approved Charges” means the costs and expenses expressly designated as “Pre-

Approved Charges” in this Agreement, including Sections 2.7, 3.1(c), 3.1(d), 3.1(e)(1), 3.1(f),

3.2, 4.3, 4.5(c) and 5.6, and no other costs or expenses.

“Principal Deficiency” has the meaning given such term in Section 2.3(b).

“Receiver Advances” has the meaning given in the Participation Agreement.

“Redemption Period” means the statutory time period, if any, during which a foreclosed

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

of the jurisdiction in which the property is located, which period (if the jurisdiction provides for

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

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

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

Loan (including any equipment lease, letter of credit, bankers’ acceptance, draft, system

confirmation of transaction, loan history, affidavit, general collection information, and

correspondence and comments relating to any obligation), (ii) any real property or rights in or to

any real property (including leases, tenancies, concessions, licenses or other rights of occupancy

or use and security deposits related thereto) related to any Loan, and (iii) any collection,

contingency fee, and tax and other service agreements that are specific to the Loans (or any of

them) and that are assignable.

Loan Contribution and Assignment Agreement

EXECUTION VERSION

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

“Repurchase Percentage” means, with respect to any Loan, (i) the quotient (expressed

as a decimal) of the Loan Value for such Loan divided by the Unpaid Principal Balance of such

Loan, divided by (ii) eighty percent (80%).

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

Repurchase Percentage multiplied by the unpaid principal balance of the Loan as of the date of

the repurchase, plus (ii) outstanding Company Advances as of the date of the repurchase,

reduced by (iii) the amount of any positive escrow balance with respect to the Loan as of the date

of the repurchase that is not transferred to Initial Member at the time of the repurchase.

“RESPA” means the Real Estate Settlement Procedures Act of 1974, as amended, and all

rules and regulations promulgated thereunder.

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

“Servicing Transfer Date” means the date on which the transfer of the Loan servicing

records to the Servicer’s system of record is completed and the Servicer begins to service the

Loans, which date shall be February 1, 2009 or such other date as is agreed to by the Initial

Member and the Company.

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

“Transfer Documents” means the endorsements and allonges to Notes, Assignment and

Lost Instrument Affidavits (if applicable), assignments, deeds and other documents of

assignment, conveyance or transfer required under any applicable Law to evidence the transfer to

the Company of the Loans, the Collateral Documents and the Initial Member’s rights with

respect to the Loans and the Collateral.

“Transfer Taxes” means any taxes, assessments, levies, imposts, duties, deductions,

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

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

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

and the Collateral Documents or the rights in the Collateral or the assignment and assumption of

the Obligations thereunder.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect in any

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

“Unpaid Principal Balance” means, with respect to any Loan, the unpaid principal

balance of the Loan as stated on the Loan Schedule.

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

accordance with the following:

Loan Contribution and Assignment Agreement

EXECUTION VERSION

(a) References to “Affiliates” include, only other Persons which from time to time

constitute “Affiliates” of such specified Person, and do not include, at any particular time, other

Persons that may have been, but at such time have ceased to be, “Affiliates” of such specified

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

(b) The term “or” is not exclusive.

such law.

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

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

(e) References to any document, instrument or agreement (a) shall be deemed to

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

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

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

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

given time.

(f) Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and

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

provision of this Agreement.

(g) The words “include” and “including” and words of similar import are not

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

they are in fact followed by such words.

(h) The word “during” when used with respect to a period of time shall be construed

to mean commencing at the beginning of such period and continuing until the end of such period.

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

herein shall be deemed to include the plural and vice versa and impersonal pronouns shall be

deemed to include the personal pronoun of the appropriate gender.

Article II

Contribution and Conveyance of Loans

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

Company, and the Company hereby acquires and accepts from the Initial Member, by way of a

capital contribution, without recourse, all right, title and interest of the Initial Member in and to

the Loans (including all Notes, the other Loan Documents and Related Agreements) effective as

of the Cut-Off Date, on a servicing-released basis (subject to the provisions of Section 3.3), and

all rights in the Collateral pursuant to the Collateral Documents. The Company hereby assumes

and agrees to perform and pay all of the Obligations of the Initial Member under and with

respect to the Loans. The Initial Member and the Company agree that the conveyance

contemplated by this Section and the other provisions of this Agreement is intended to be an

Loan Contribution and Assignment Agreement

EXECUTION VERSION

absolute conveyance and transfer of ownership of the Loans by capital contribution. In the event

the Initial Member notifies the Company, after the Effective Date, that it owns and has the right

to transfer and sell any charge-offs related to, and secured by the same Collateral securing, any

of the Loans, and, if the Company requests, the Initial Member shall transfer such charge-offs to

the Company without any additional consideration being paid by the Company.

Section 2.2 Allocation of Payments Made on Loans; Advances. All payments and

other amounts received on account of any of the Loans on or before the Cut-Off Date shall

belong to the Initial Member. Any and all proceeds received with respect to any or all of the

Loans and any or all of the Collateral at any time after the Cut-Off Date, including principal,

interest, prepayment fees, premiums and charges, extension and exit fees, late fees, assumption

fees, other fees and charges, insurance proceeds and condemnation payments (or any portion

thereof) that are not used and disbursed to repair, replace or restore the related Collateral in

accordance with the terms of the Loan, proceeds from sales or other dispositions of any or all of

the Loans or the Collateral, and any proceeds from making a draw under any letter of credit or

certificate of deposit held with respect to any Loan, provided that such draw is permitted by the

terms of the Loan, shall be allocated and distributed to the Company and the Participant in

accordance with the provisions of Section 3.3 through the Servicing Transfer Date and,

thereafter, in accordance with the Participation Agreement. The Company shall be liable for,

and shall reimburse the Initial Member for, all Advances. To the extent Advances are booked as

of the Servicing Transfer Date, the Initial Member shall be reimbursed for the same on the

Servicing Transfer Date. All Advances not reimbursed on the Servicing Transfer Date shall be

reimbursed by the Company to the Initial Member upon demand.

Section 2.3 Adjustments.

(a) At least three (3) Business Days before the Servicing Transfer Date, the Initial

Member shall provide the Company with a statement setting forth, for each Loan, the Adjusted

Unpaid Principal Balance and the Adjusted Escrow Balance. The statement shall be

accompanied by an explanation of the reasons for any adjustment to any Unpaid Principal

Balance or Escrow Balance.

(b) If the Adjusted Unpaid Principal Balance of any Loan exceeds the Unpaid

Principal Balance of such Loan (such excess, the “Excess Principal”), the LLC Interest

Transferee shall be liable to the Initial Member for an amount equal to the Adjustment

Percentage multiplied by the Excess Principal. If the Unpaid Principal Balance of any Loan

exceeds the Adjusted Unpaid Principal Balance of any Loan (such deficiency, the “Principal

Deficiency”), the Initial Member shall be liable to the LLC Interest Transferee for an amount

equal to the Adjustment Percentage multiplied by the Principal Deficiency. No adjustment will

be made for any miscalculation of interest on any Loan. To the extent the Initial Member makes

Advances after the Cut-Off Date, the Company shall reimburse the Initial Member for all such

Advances.

pursuant to Section 2.3(b) (excluding Advances due to the Initial Member) shall be subtracted

from the aggregate amount owed to the LLC Interest Transferee by the Initial Member pursuant

Loan Contribution and Assignment Agreement

EXECUTION VERSION

to Section 2.3(b). If the resulting amount is a positive number, the Initial Member shall pay such

amount to the LLC Interest Transferee, and if the resulting amount is a negative number, the

LLC Interest Transferee shall pay such amount to the Initial Member as if such number were a

positive number. In addition, an amount equal to the positive balance of any Borrower escrow

accounts as of the Servicing Transfer Date shall be remitted to the Servicer (and shall not be

considered to constitute Loan Proceeds under the Participation Agreement). Any monies due to

the LLC Interest Transferee or the Initial Member pursuant to this Section shall be paid on the

Servicing Transfer Date. The Company shall adjust its records to reflect the Adjusted Unpaid

Principal Balances and the Adjusted Escrow Balances with respect to the Loans.

Section 2.4 Rebates and Refunds. The Company is not entitled to any rebates or

refunds from the Initial Member or the Failed Bank from any pre-computed interest Loan

regardless of when the Note matures. Further, on pre-computed interest Loans, neither the

Failed Bank nor the Initial Member will refund any unearned discount amounts to the Company.

Section 2.5 Interest Conveyed. The Initial Member shall convey all of its right, title

and interest in and to each Loan. In the event a foreclosure occurs after the Cut-Off Date, or

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

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

any, together with the net proceeds, if any, of such foreclosure sale. If the Initial Member was

the purchaser at such foreclosure sale, the Initial Member shall convey to the Company the

Deficiency Balance, if any, together with a quitclaim deed to the property purchased at such

foreclosure sale. The Company acknowledges and agrees that the Company shall not acquire

any interest in or to any such property which was foreclosed by the Initial Member or any of its

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

any, had expired on or before the Cut-Off Date.

Section 2.6 Retained Claims and Release. The Company and the Initial Member

agree that the sale of the Loans pursuant to this Agreement will exclude the transfer to the

Company of all right, title and interest of the Initial Member and the Failed Bank in and to any

and all claims of any nature whatsoever that might now exist or hereafter arise, whether known

or unknown, that the Initial Member has or the Failed Bank had or that either might have,

regardless of when any such claim is discovered, (a) against officers, directors, employees,

insiders, accountants, attorneys, other persons employed by the Initial Member or any of its

predecessors, underwriters or any other similar Persons who may have caused a loss to the Initial

Member or any of its predecessors in connection with the initiation, origination or administration

of a Loan, (b) against any appraisers, accountants, auditors, attorneys, investment bankers or

brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or

entities who performed services for the Initial Member, the Failed Bank or any of its

predecessors, relative to the initiation, origination or servicing of a Loan, (c) against any third

parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation,

origination or servicing of a Loan or (d) against any appraiser or other Person with whom the

Initial Member or the Failed Bank or any servicing agent contracted for services or title

insurance in connection with the initiation, origination or servicing of a Loan.

Loan Contribution and Assignment Agreement

EXECUTION VERSION

Section 2.7 Taxes. Except as otherwise provided herein, the Company shall pay,

indemnify and hold harmless the Initial Member from and against any Transfer Taxes, and shall

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

however, that the Initial Member shall pay (and shall not be entitled to be reimbursed for) any

Transfer Taxes in the nature of mortgage recording taxes and shall timely file any returns

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

this Section shall constitute Pre-Approved Charges for purposes of the Participation Agreement.

Article III

Transfer of Loans, Collateral Documents and Servicing

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

execute and deliver to one another the following:

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

as the Initial Member elects to deliver to the Company.

(b) Subject to the provisions of the Participation Agreement, the Initial Member shall

deliver to the Company’s Document Custodian, the Notes and the other Custodial Documents

and, on or within a reasonable period of time after the Servicing Transfer Date, shall deliver the

Loan Files to the Company or the Servicer.

(Mortgage Electronic Registration Systems, Inc.) system (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 of

transferring 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 of the MERS Registered Mortgages shall be borne by the Company

and all such costs shall constitute Pre-Approved Charges for purposes of the Participation

Agreement.

(d) After the Effective Date, the Initial Member, in the Initial Member’s sole

discretion, may elect to grant a Limited Power of Attorney to selected Company employees. If

the Initial Member elects to grant such a Limited Power of Attorney, the Initial Member will

provide it to the Company within a reasonable time after the Effective Date. If the Company is

granted such a Limited Power of Attorney, the Company, at the Company’s expense, will

prepare and execute on behalf of the Initial Member, within a reasonable time after the Effective

Date, all Transfer Documents not delivered by the Initial Member to the Company on the

Effective Date or anticipated by Section 3.1(c). Expenses incurred by the Company in

complying with the obligations set forth in the preceding sentence shall constitute Pre-Approved

Charges for purposes of the Participation Agreement. All Transfer Documents prepared by the

Company shall be in appropriate form suitable for filing or recording (if applicable) in the

relevant jurisdiction and otherwise subject to the limitations set forth herein, and the Company

shall be solely responsible for the preparation, contents and form of such documents. The

Company hereby releases the Initial Member from any loss or damage incurred by the Company

Loan Contribution and Assignment Agreement

EXECUTION VERSION

due to the contents or form of any documents prepared by the Company (the form of which was

not specified by the Initial Member) and shall indemnify and hold harmless the Initial Member

from and against any claim, action or cause of action asserted by any Person, including the

Company, arising out of the contents or form of any Transfer Document (the form of which was

not provided by the Initial Member), including any claim relating to the adequacy or inadequacy

of any of any such document or instrument for the purposes thereof, and the use (or purported

use) by the Company of the Limited Power of Attorney in any way not expressly permitted by its

terms.

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

Pay to the order of

FNBN I, LLC

Without Recourse

Federal Deposit Insurance Corporation as Receiver

for First National Bank of Nevada

By:

Name: Ralph Malami

Title: Attorney-in-Fact

All other documents of assignment, conveyance or transfer shall contain the following sentence:

“This assignment is made without recourse, representation or warranty, express or implied, by

the Federal Deposit Insurance Corporation in its corporate capacity or as Receiver.”

(e) In the event the Initial Member elects not to provide the Company with a Limited

Power of Attorney in accordance with Section 3.1(d), then all Transfer Documents not delivered

by the Initial Member to the Company on the Effective Date or pursuant to Section 3.1(c) shall

be prepared and executed by one of the following methods, at the Initial Member’s option:

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

execute all endorsements and allonges to Notes or Assignment and Lost Instrument

Affidavits (if applicable) not delivered by the Initial Member to the Company on the

Effective Date and provide them to the Company within a reasonable time after the

Effective Date. The Company, at the Company’s expense, will prepare all other Transfer

Documents not delivered by the Initial Member to the Company on the Effective Date

and shall deliver such documents to the Initial Member for execution within a reasonable

time after the Effective Date. Expenses incurred by the Company in complying with the

obligations set forth in the preceding sentence shall constitute Pre-Approved Charges for

purposes of the Participation Agreement. All Transfer Documents prepared by the

Company shall be subject to the terms and conditions for Transfer Documents specified

in Section 3.1(d) above. If any Transfer Document delivered by the Company to the

Initial Member for execution is unacceptable to the Initial Member for any reason

whatsoever, the Initial Member may return such document to the Company along with an

explanation as to why the document is unacceptable to the Initial Member. When

Loan Contribution and Assignment Agreement

EXECUTION VERSION

requesting execution of any such document, the Company shall furnish the Initial

Member with the Loan numbers set forth on the Loan Schedule, and a copy of the Notes,

a copy of the Collateral Documents or other documents to be transferred, and copies of

any previous assignments of the applicable Collateral Document or other document; or

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

execute all Transfer Documents not delivered by the Initial Member to the Company on

the Effective Date and submit them for recordation in the applicable jurisdiction within a

reasonable period of time after the Effective Date. All such documents shall be in

appropriate form suitable for filing or recording (if applicable) in the relevant jurisdiction

and otherwise subject to the limitations set forth herein.

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

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

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

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

shall constitute Pre-Approved Charges for purposes of the Participation Agreement. Documents

presented to the Initial Member to assign Foreign Loans to the Company must be accompanied

by a letter on the foreign counsel’s letterhead, signed by the foreign counsel preparing those

documents, certifying that those documents conform to the Law of the Foreign Jurisdiction.

Each such document and instrument shall be delivered to the Initial Member in the English

language, provided, however, that any document required for its purposes to be executed by the

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

Member in such language, accompanied by a translation thereof in the English language,

certified as to its accuracy by an executive officer or general counsel of the Company and, if

such executive officer or general counsel shall not be fluently bilingual, by the translator thereof.

(g) Nothing contained herein or elsewhere in this Agreement shall require the Initial

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

such document or instrument or otherwise, nor is the Initial Member obligated to obtain any

consents or approval to the sale or transfer of the Loans or the related servicing rights, if any, or

the assumption by the Company of the Obligations.

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

applicable Law or necessary to effectively transfer and assign all of the Initial Member’s right,

title and interest in and to any and all Loans to the Company (subject to the rights of the Initial

Member under the Participation Agreement). The Initial Member shall have no obligation to

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

requested of the Initial Member within 365 calendar days after the Effective Date.

Section 3.2 Recordation of Documents. The Initial Member shall use commercially

reasonable efforts to submit for recordation in the appropriate land, chattel, Uniform Commercial

Code, and other records of the appropriate county, state or other jurisdictions (including any

Foreign Jurisdiction) Transfer Documents to effect the transfer of the Loans and the Collateral

Documents to the Company. The Initial Member shall request that recorded documents be

returned to the Initial Member at its notice address set forth in Section 7.3. To the extent the

Loan Contribution and Assignment Agreement

EXECUTION VERSION

same is not completed by the Initial Member or there are Transfer Documents that are returned

and not recorded, the Company shall be responsible for, and agrees to promptly deliver, at its

expense, all appropriate documents and instruments with respect thereto for recordation or filing

in the appropriate land, chattel, Uniform Commercial Code, and other records of the appropriate

county, state or other jurisdictions (including any Foreign Jurisdiction) to effect the transfer of

the Loans and the Collateral Documents and all rights in Collateral to the Company. The Initial

Member shall also be responsible for following up on the status of Transfer Documents

submitted for recordation. Expenses incurred by the Company in complying with the obligations

set forth in this Section shall constitute Pre-Approved Charges for purposes of the Participation

Agreement. The Initial Member shall, if such is affirmatively required under the applicable Law

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

to effect the purposes of this Article III.

Section 3.3 Transfer of Servicing. The Loans are conveyed to the Company on a

servicing-released basis as of the Cut-Off Date. From and after the Cut-Off Date, all rights,

obligations, liabilities and responsibilities with respect to the servicing of the Loans shall inure to

the benefit of and be assumed by the Company, and the Initial Member shall be discharged from

all responsibility and liability therefore, including any liability arising from any interim servicing

provided by the Initial Member pursuant to this Section 3.3. To provide for the orderly transfer

of the servicing to the Company, the Initial Member will provide, at the Initial Member’s

expense, interim servicing of the Loans on the Company’s behalf from the Cut-Off Date through

the Servicing Transfer Date. The obligations of the Initial Member to provide interim servicing

for the Loans shall be as follows: (i) receive payments and post them to the system of record, (ii)

maintain records reflecting payments received, (iii) provide the Company, on request, a schedule

of payments processed, (iv) provide payoff information to the Company regarding particular

Loans as applicable, and (v) make Advances. The foregoing shall not limit the actions that the

Initial Member may take with respect to any Loan while the Initial Member is providing interim

servicing for the Loans. The Initial Member may engage agents of the Initial Member’s own

choosing to perform such interim servicing. Subject to the provisions of Sections 4.5(a) and 4.6,

the Initial Member’s performance of interim servicing shall cease on the Servicing Transfer

Date. After reimbursement of Company Advances (including Advances), the remaining Loan

Proceeds (including any recoveries of Receiver Advances) shall be allocated among the

Participant’s Share and the Company’s Share as prescribed in Section 4.01(a) of the Participation

Agreement and distributed as required by Section 4.01(b) of the Participation Agreement, with

the Company’s Share of all remaining Loan Proceeds received in the prior calendar month

remitted to the Company on or prior to the fifteenth (15) day of each month (or if the fifteenth

(15th) day is not a Business Day, the immediately following Business Day of the month)

commencing no later than the fifth (5

) Business Day after the Closing, to such account or

accounts as the Company may, from time to time, direct. On the Servicing Transfer Date, all

Loan Proceeds received and not yet remitted to the Company or the Initial Member pursuant to

Section 3.3 shall be remitted to the Collection Account. Prior to the Servicing Transfer Date, the

Initial Member shall be (and hereby is) authorized by the Company to use and withdraw funds

from the Collection Account and Borrower escrow accounts in performance of interim servicing

duties under this Section 3.3. The Company acknowledges and agrees that the Initial Member is

performing interim servicing for the Company as an accommodation to the Company and shall

not have any liability for any acts or omissions taken in connection therewith (other than to

Loan Contribution and Assignment Agreement

EXECUTION VERSION

correct calculation, allocation or distribution errors), and except for Company Advances for

which the Company may be reimbursed as provided in the Participation Agreement, the

Company hereby releases and forever discharges the Initial Member, the Failed Bank and its

predecessors and all of their respective officers, directors, employees, agents, attorneys,

contractors and representatives, and successors, assigns and Affiliates, from any and all claims

(including any counterclaim or defensive claim), demands, causes of action, judgments or legal

proceedings and remedies of whatever kind or nature that the Company had, has or might have in

the future, whether known or unknown, which are related in any manner whatsoever to the

servicing of the Loans at any time prior to the Servicing Transfer Date (other than gross

negligence or willful misconduct).

Article IV

Covenants, Duties and Obligations of the Company

Section 4.1 Servicing of Loans. From and after the Servicing Transfer Date, the

Company shall service the Loans in compliance with the Participation Agreement.

Section 4.2 Collection Agency/Contingency Fee Agreements. The Company

acknowledges and agrees that it accepts and acquires the Loans subject to any agreements with

collection agencies or contingency fee agreements with attorneys (in either case that are

outstanding and in effect as of the Servicing Transfer Date) that relate only to the Loans (or any

of them) and are assignable, and assumes and agrees to fulfill all Obligations of the Initial

Member and the Failed Bank thereunder.

Section 4.3 Insured or Guaranteed Loans. If any Loans being transferred pursuant

to this Agreement are insured or guaranteed by any Governmental Authority, and such insurance

or guaranty is not being specifically terminated by the Initial Member, the Company

acknowledges and agrees that such Loans must be serviced by a servicer, lender or mortgagee

approved by such Governmental Authority, if such approval is required. The Company further

acknowledges and agrees that, upon assumption of the Obligations with respect to the Loans, it

assumes full responsibility for determining whether or not any such insurance or guarantees are

in effect on the date of this Agreement and, with respect to those Loans with respect to which

any such insurance or guaranty is in effect on the date of this Agreement, the Company

acknowledges and agrees that, upon assumption of the Obligations with respect to the Loans, it

assumes full responsibility for taking any and all actions as may be necessary to insure such

insurance or guarantees remain in full force and effect. The Company acknowledges and agrees

that, upon assumption of the Obligations with respect to the Loans, it assumes and agrees to

fulfill all of the Initial Member’s and the Failed Bank’s Obligations under the contracts of

insurance or guaranty. Any out-of-pocket fees due to any insurer or guarantor incurred by the

Company to fulfill its obligations set forth in the preceding sentence shall constitute Pre-

Approved Charges for purposes of the Participation Agreement.

Section 4.4 Reporting to or for the Applicable Taxing Authorities. The Initial

Member shall be responsible for submitting all Internal Revenue Service information returns

related to the Loans for all applicable periods prior to the Servicing Transfer Date. The Company

shall be responsible for submitting all Internal Revenue Service information returns related to the

Loan Contribution and Assignment Agreement

EXECUTION VERSION

Loans for all applicable periods commencing with the Servicing Transfer Date. Information

returns include reports on Forms 1098 and 1099. The Company shall be responsible for

submitting all information returns required under applicable Law of any Foreign Jurisdiction, to

the extent such are required to be filed by the Company or the Initial Member under such Law,

relating to the Loans, for the calendar or tax year in which the Effective Date falls and thereafter.

Section 4.5 Loans in Litigation.

(a) With respect to any Loan subject of any type of pending litigation as of the

Closing Date, the Company shall notify the FDIC’s Regional Counsel, 1601 Bryan Street,

Dallas, Texas 75201-4586, within fifteen (15) Business Days before the Servicing Transfer Date

of the name of the attorney selected by the Company to represent the Company’s interests in the

litigation. The Company shall, before the Servicing Transfer Date, notify the clerk of the court

or other appropriate official and all counsel of record that ownership of the Loan was transferred

from the Initial Member to the Company. Subject to the provisions of Sections 4.5(c) and

4.5(d), the Company shall have its attorney file appropriate pleadings and other documents and

instruments with the court or other appropriate body before the Servicing Transfer Date,

substituting the Company’s attorney for the Initial Member’s attorney, removing the Initial

Member and the Failed Bank as a party to the litigation and substituting the Company as the real

party-in-interest. Nothing contained in this Agreement shall preclude the Company from

retaining the same attorney retained by the Initial Member (or the Failed Bank) to handle

litigation with respect to the Loans, provided, that, with respect to litigation referred to in

Section 4.5(c), the Company shall not retain the same counsel that represents the Initial Member

in connection with such litigation unless the FDIC’s Regional Counsel (referred to above) agrees

in writing to such dual representation. Subject to the provisions of Section 4.5(b) (and the

Company’s compliance with its obligations therein) and Section 4.5(d), in the event the

Company fails, prior to the Servicing Transfer Date, to remove the Initial Member and the Failed

Bank as parties to the litigation and substitute the Company as the real party-in-interest, (1) the

Initial Member may, but shall have no obligation to, continue to pursue or defend such litigation

on behalf of the Company and, (2) in the event the Initial Member does continue to pursue or

defend such litigation, the Company shall be liable for and hereby agrees to pay all costs and

expenses incurred by the Initial Member in connection therewith (which expenses shall

constitute Borrower Reimbursable Costs.

(b) If the Company is unable, as a matter of applicable Law, to cause the Initial

Member and Failed Bank to be replaced by the Company as party-in-interest in any pending

litigation as required by Section 4.5(a), the Company shall so notify the FDIC’s Regional

Counsel, at the address specified above, no less than five (5) Business Days before the Servicing

Transfer Date, and provide such evidence to such effect and stating the reasons for such failure.

In any such event, (i) the Company shall cause its attorney to conduct such litigation at the

Company’s expense (which expenses shall constitute Borrower Reimbursable Costs); (ii) the

Company shall cause the removal of the Initial Member and Failed Bank and substitution of the

Company as party-in-interest in such litigation at the earliest time possible under applicable Law;

(iii) the Company shall use commercially reasonable efforts to cause such litigation to be

resolved by judgment or settlement in as reasonably efficient a manner as practical; (iv) the

Initial Member shall cooperate with the Company and the Company’s attorney as reasonably

Loan Contribution and Assignment Agreement

EXECUTION VERSION

required in the Initial Member’s sole judgment to bring such litigation or any settlement relating

thereto to a reasonable and prompt conclusion; and (v) no settlement shall be agreed upon by the

Company or its agents or counsel without the express prior written consent of the Initial

Member, unless such settlement includes an irrevocable and complete waiver and release of any

and all potential claims against the Initial Member and the Failed Bank in relation to such

litigation or the subject Loans or Obligations by any Person asserting any claim in the litigation

and any Borrower, and any and all losses, liabilities, claims, causes of action, damages, demands,

taxes, fees, costs and expenses relating thereto shall be paid by the Company without recourse of

any kind to the Initial Member or the Failed Bank (other than to the extent the same constitute

Company Advances as defined under the Participation Agreement). The Company shall pay all

of the costs and expenses incurred by it in connection with the actions required to be taken by it

pursuant to Section 4.5(a) and this Section 4.5(b) (which expenses shall constitute Borrower

Reimbursable Costs), including all legal fees and expenses and court costs (which expenses shall

constitute Borrower Reimbursable Costs as defined in the Participation Agreement), and shall

reimburse the Initial Member, upon demand, for all legal expenses the Initial Member incurs on

or after the Effective Date with respect to any such litigation, including costs incurred in

connection with the dismissal thereof or withdrawal therefrom (which costs incurred by the

Initial Member shall constitute Advances hereunder).

the Company any claim or action with respect to one or more of the Loans that is based upon or

arises out of any act or omission of the Initial Member or the Failed Bank on or prior to the Cut-

Off Date (and not any act or omission of or on behalf of the Company) and that alleges liability

that, in the opinion of both the Initial Member and the Company, is reasonably likely to exceed

the liability of the Company as the assignee and owner of the Loan after the Cut-Off Date, (i) the

Company shall be responsible for, and shall control and assume the defense of, the Company and

the Company’s interest in the Loans, at the Company’s own expense and by the Company’s own

counsel, which counsel must be reasonably satisfactory to the Initial Member; and (ii) the Initial

Member shall be responsible for and shall control and assume the defense of the Initial Member

and the Failed Bank at the Initial Member’s own expense. To the extent their interests are not in

conflict, the Company and the Initial Member shall cooperate in the defense of any such claims

or action and shall use commercially reasonable efforts to work together to resolve or settle such

claims or action in a manner that is mutually agreeable and in their respective best interests. The

Company shall obtain the prior written approval of the Initial Member before ceasing to defend

against any such claims or action. The costs and expenses incurred by the Company in

connection with its defense of any claim or action described in this Section 4.5(c), including (x)

reasonable attorneys’ fees and expenses incurred to defend against (or investigate) the same or

pursue counterclaims or cross-claims against other parties, (y) awards or judgments assessed

against the Company with respect to any such claim or action, or (z) the costs of any settlement

of such claim or action, shall constitute Pre-Approved Charges for purposes of the Participation

Agreement. If, as a result of any claim subject to the provisions of this Section, (i) there is

entered against the Company either (x) a final, non-appealable monetary judgment holding the

Company liable for damages in excess of an amount equal to the Loan Value of the Loans

relating to or that are the subject of such claim (such Loans, the “Affected Loans”) divided by

[the Company’s Share as of the Effective Date] (such excess amount, the “Excess Damage

Liability”), or (ii) a final monetary judgment that is appealable, which the Initial Member agrees

Loan Contribution and Assignment Agreement

EXECUTION VERSION

in writing need not be appealed further by the Company, and that imposes an Excess Damage

Liability on the Company, or (ii) the Company enters into a final settlement agreement with the

consent of the Initial Member (such consent not to be unreasonably withheld), pursuant to which

the Company is obligated to pay an Excess Damage Liability, then, in any such case, the Initial

Member shall reimburse the Company for the Excess Damage Liability and the Initial Member

shall be entitled to repurchase the Affected Loans at their respective Repurchase Prices;

provided, however, that the Initial Member shall not be liable pursuant to this sentence for any

liability imposed upon the Company that arises as a result of any act or omission of the

Company.

(d) The provisions of Sections 4.5(a), 4.5(b) and 4.5(c) are subject to the right of the

Initial Member to retain claims pursuant to Section 2.6 of this Agreement, including any such

claims as may have been asserted in litigation pending as of the Closing Date. At the Initial

Member’s discretion, litigation involving any such claims shall be bifurcated, with the Initial

Member remaining the real party in interest and retaining control over (and being responsible for

pursuing and bearing the related costs to pursue) claims retained by it pursuant to Section 2.6

and the Company substituting itself as the real party in interest and taking control of (and being

responsible for pursuing and bearing the cost of pursuing) the remainder of the litigation.

Section 4.6 Loans in Bankruptcy. In accordance with Bankruptcy Rule 3001(e), the

Company agrees to take all actions necessary to file, prior to the Servicing Transfer Date, (i)

proofs of claims in pending bankruptcy cases involving any Loans for which the Initial Member

or the Failed Bank has not already filed a proof of claim, and (ii) all documents required by Rule

3001(e)(2) 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. The Company shall prepare and provide to the Initial Member, on or prior to

the Servicing Transfer Date, an Affidavit and Assignment of Claim or any similar forms as may

be required in any relevant Foreign Jurisdiction and shall be acceptable to the Initial Member, for

each Loan where a Borrower under such Loan is in bankruptcy as of the Effective Date. The

Company hereby releases the Initial Member and the Failed Bank from any claim, demand, suit

or cause of action the Company may have as a result of any action or inaction on the part of the

Initial Member or the Failed Bank with respect to such Loan. In the event the Company fails,

prior to the Servicing Transfer Date, to take the actions required by this Section, (1) the Initial

Member may, but shall have no obligation to, file proofs of claim or other documents as the

Initial Member determines may be necessary or appropriate to evidence and assert the

Company’s rights and, (2) in the event the Initial Member does take any such actions, the

Company shall be liable for and hereby agrees to pay all costs and expenses incurred by the

Initial Member in connection therewith (regardless of whether such costs and expenses constitute

Advances). The provisions of this Section are subject to the right of the Initial Member to retain

claims pursuant to Section 2.6 of this Agreement, including any such claims as may have been

asserted in litigation pending as of the Closing Date. At the Initial Member’s discretion,

litigation involving any such claims shall be bifurcated, with the Initial Member remaining the

real party in interest and retaining control over (and being responsible for pursuing and bearing

the related costs to pursue) claims retained by it pursuant to Section 2.6 and the Company

Loan Contribution and Assignment Agreement

EXECUTION VERSION

substituting itself as the real party in interest and taking control of (and being responsible for

pursuing and bearing the cost of pursuing) the remainder of the litigation.

Section 4.7 Loan Related Insurance. As of the Effective Date, the Company shall

cause to be put into place, for the Collateral with respect to each Loan with respect to which the

Borrower has failed to maintain required insurance, fire, hurricane, flood and hazard insurance

with extended coverage as is customary in the area in which the Collateral is located and in such

amounts and with such deductibles as, in the reasonable judgment of the Company, are prudent.

Upon the cancellation of any insurance policy maintained by the Initial Member or the Failed

Bank with respect to any Loan and the receipt by the Company or the Initial Member of any

refund of any premiums previously paid with respect thereto, such refunded amount shall inure

to the benefit of the Borrowers with respect to the affected Loans, and such refunded amount

shall be remitted to (or retained by) the Company and applied as appropriate to adjust the escrow

accounts with respect to such affected Loans.

Section 4.8 Loans with Escrow Accounts. The Company agrees to assume,

undertake and discharge any and all Obligations of the holder of the Loans with respect to any

escrow, maintenance of escrow and payments from escrow of monies paid by or on account of

the Borrower.

Section 4.9 Initial Member As Lead Lender in Participated Loans. The Company

hereby agrees to assume the role of lead lender for any Participated Loan with respect to which

the Initial Member or any of its predecessors was the lead lender as of the Effective Date. The

Company hereby agrees to accept any such Participated Loan subject to all participants’ right,

title and interest in such Participated Loan.

Section 4.10 Contracts for Deed. The Company agrees to comply with all Obligations

set forth in any Contract for Deed contained in any Loan subject to this Agreement. Pursuant to

the provisions of Section 3.1 hereof, the Initial Member may require the Company to prepare

and furnish special warranty deeds for the Initial Member’s approval and execution, conveying

the real property subject to any such contract to the Company. Title curative work, if required,

shall be at the Company’s sole cost and expense.

Section 4.11 Leases. The Company agrees to comply with all Obligations set forth in

any lease related to any Loan. Pursuant to the provisions of Section 3.1 hereof, the Initial

Member may require the Company to prepare and furnish applicable Transfer Documents for the

Initial Member’s approval and execution.

Section 4.12 Notice to Borrowers. No later than thirty (30) days prior to the Servicing

Transfer Date, the Company (or its Servicer) shall provide the Initial Member with all

information necessary to allow the Initial Member to prepare and send to Borrowers a “goodbye”

letter meeting the requirements of, and in accordance with, RESPA. The Initial Member shall

provide a “goodbye” letter to Borrowers meeting the requirements of and in accordance with

RESPA. The Company (or the Servicer) shall provide a “hello” letter to Borrowers meeting the

requirements of and in accordance with RESPA. If the Initial Member and the Company (or the

Servicer) so agree, they may send a joint “hello/goodbye” letter to Borrowers meeting the

Loan Contribution and Assignment Agreement

EXECUTION VERSION

requirements of and in accordance with RESPA. The Initial Member and the Company (and the

Servicer) shall each bear their own costs and expenses incurred to comply with their respective

obligations contained in this Section (or, in the case of a decision to send a joint “hello/goodbye”

letter, to such allocation among them of their respective costs), and no such costs or expenses

shall be considered Advances hereunder or Company Advances for purposes of the Participation

Agreement.

Section 4.13 Notice of Claim. The Company shall immediately notify the Initial

Member of any claim, threatened claim or litigation against the Initial Member or the Failed

Bank arising out of any Loan.

Section 4.14 Use of the FDIC’s Name and Reservation of Statutory Powers. The

Company shall not use or permit the use by its agents, successors or assigns of any name or

combination of letters that is similar to “FDIC” or “Federal Deposit Insurance Corporation.”

The Company will not represent or imply that it is affiliated with, authorized by or in any way

related to the FDIC. The Company shall be entitled to assert (and claim the benefit of) the

statute of limitations established under 12 U.S.C. § l82l(d)(14). However, the Company

acknowledges and agrees that the assignment of any Loan or Collateral Document pursuant to

the terms of this Agreement shall not constitute the assignment of any other rights, powers or

privileges granted to the Initial Member pursuant to the provisions the Federal Deposit Insurance

Act, including those granted pursuant to 12 U.S.C. § 182l(d), 12 U.S.C. § l823(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 purchased hereunder. 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 SECTION

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, 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) LIQUIDATED DAMAGES IN THE

AMOUNT OF $25,000 FOR EACH BREACH OF THIS 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.

Loan Contribution and Assignment Agreement

EXECUTION VERSION

Section 4.15 Prior Servicer Information. The Company acknowledges and agrees

that the Initial Member might not have access to information from prior servicers of a Loan and

that the Initial Member has not requested any information not in the possession of the Initial

Member or its servicing contractor from any prior servicer of a Loan. The Company

acknowledges and agrees that the Initial Member will not be required under the terms of this

Agreement to request any information from any prior servicer.

Section 4.16 Release of Initial Member.

(a) Except as otherwise specifically provided in Article VI of this Agreement or in

any Ancillary Document, the Company hereby releases and forever discharges the Initial

Member, the FDIC, the Seller and the Failed Bank and all of their respective officers, directors,

employees, agents, attorneys, contractors and representatives, and all of their respective

successors, assigns (other than the Company) and Affiliates, from any and all claims (including

any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings

and remedies of whatever kind or nature that the Company had, has or might have in the future,

whether known or unknown, which are related in any manner whatsoever to the Loans, the

servicing of the Loans (before or after the Cut-Off Date) by the Initial Member, the Failed Bank

or any Person on behalf of the Initial Member or the Failed Bank, or the acquisition of the Loans

(other than gross negligence or willful misconduct); provided, however, that nothing contained in

this Section 4.16(a) shall constitute or be interpreted as a waiver of any express right that the

Company has under this Agreement or any of the Ancillary Documents.

(b) The Company agrees that it will not renew, extend, renegotiate, compromise,

settle or release any Note or Loan or any right of the Company founded upon or growing out of

this Agreement, except upon payment in full thereof, unless all Borrowers on said Note or Loan

shall first release and discharge the FDIC, the Initial Member and the Failed Bank with respect to

such Loan, and their respective agents and assigns, other than the Company (the “Released

Parties”) from all claims, demands and causes of action which any such Borrower may have

against any such Released Party arising from or growing out of any act or omission occurring

prior to the date of such release. The provisions of this Section shall not be applicable with

respect to Loan modifications effected in accordance with the Guidelines.

Section 4.17 Indemnification.

(a) The Company shall indemnify and hold harmless the Initial Member and the

Initial Member’s Affiliates, and their respective officers, directors, employees, partners,

principals, agents and contractors (the “Indemnified Parties”) from and against any losses,

damages, liabilities, costs and expenses (including reasonable attorneys’ fees and litigation and

similar costs, and other out-of-pocket expenses incurred in investigating, defending, asserting or

preparing the defense or assertion of any of the foregoing), deficiencies, claims, interest, awards,

judgments, penalties and fines (collectively, “Losses”) arising out of or resulting from any

breach by the Company or any of its Affiliates or any of their respective officers, directors,

employees, partners, principals, agents or contractors of any of the Company’s obligations under

or covenants or agreements contained in this Agreement (including any claim asserted by the

Initial Member against the Company to enforce its rights hereunder or by any third party), or any

Loan Contribution and Assignment Agreement

EXECUTION VERSION

third-party allegation or claim based upon facts alleged that, if true, would constitute such a

breach, or any gross negligence, bad faith or willful misconduct (including any act or omission

constituting theft, embezzlement, breach of trust or violation of any Law). Such indemnity shall

survive the termination of this Agreement. In order for an Indemnified Party to be entitled to any

indemnification provided for under this Agreement in respect of, arising out of or involving a

Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party

Claim”), such Indemnified Party shall deliver notice thereof to the Company promptly after

receipt by such Indemnified Party of written notice of the Third Party Claim, describing in

reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount of

such claim (if known) and such other information with respect thereto as is available to the

Indemnified Party and as the Company may reasonably request. The failure or delay to provide

such notice, however, shall not release the Company from any of its obligations under this

Section 4.17 except to the extent that it is materially prejudiced by such failure or delay.

(b) If for any reason the indemnification provided for herein is unavailable or

insufficient to hold harmless the Indemnified Parties, the Company shall contribute to the

amount paid or payable by the Indemnified Parties as a result of the Losses of the Indemnified

Parties in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties,

on the one hand, and the Company (including any Servicer or subservicer), on the other hand in

connection with a breach of the Company’s obligations under this Agreement.

(15) days after receipt of a Third Party Claim the Company’s responsibility to indemnify and

hold harmless the Indemnified Party therefor, the Company may elect to assume control over the

compromise or defense of such Third Party Claim at the Company’s own expense and by the

Company’s own counsel, which counsel must be reasonably satisfactory to the Indemnified

Party, provided that (i) the Indemnified Party may, if such Indemnified Party so desires, employ

counsel at such Indemnified Party’s own expense to assist in the handling (but not control the

defense) of any Third Party Claim; (ii) the Company shall keep the Indemnified Party advised of

all material events with respect to any Third Party Claim; (iii) the Company shall obtain the prior

written approval of the Indemnified Party before ceasing to defend against any Third Party Claim

or entering into any settlement, adjustment or compromise of such Third Party Claim involving

injunctive or similar equitable relief being imposed upon the Indemnified Party or any of its

Affiliates; and (iv) the Company will not, without the prior written consent of the Indemnified

Party, settle or compromise or consent to the entry of any judgment in any pending or threatened

action in respect of which indemnification may be sought hereunder (whether or not any such

Indemnified Party is a party to such action), unless such settlement, compromise or consent by

its terms obligates the Company to satisfy the full amount of the liability in connection with such

Third Party Claim and includes an unconditional release of such Indemnified Party from all

liability arising out of such Third Party Claim.

(d) Notwithstanding anything contained herein to the contrary, the Company shall not

be entitled to control (and if the Indemnified Party so desires, it shall have sole control over) the

defense, settlement, adjustment or compromise of (but the Company shall nevertheless be

required to pay all Losses incurred by the Indemnified Party in connection with such defense,

settlement or compromise): (i) any Third Party Claim that seeks an order, injunction or other

Loan Contribution and Assignment Agreement

EXECUTION VERSION

equitable relief against the Indemnified Party or any of its Affiliates; (ii) any action in which

both the Company (or any Affiliate) and the Indemnified Party are named as parties and either

the Company (or such Affiliate) or the Indemnified Party determines with advice of counsel that

there may be one or more legal defenses available to it that are different from or additional to

those available to the other party or that a conflict of interest between such parties may exist in

respect of such action; and (iii) any matter that raises or implicates any issue relating to any

power, right or obligation of the Federal Deposit Insurance Corporation (in any capacity) under

any Law. If the Company elects not to assume the compromise or defense against the asserted

liability, fails to timely and properly notify the Indemnified Party of its election as herein

provided, or, at any time after assuming such defense, fails to diligently defend against such

Third Party Claim in good faith, the Indemnified Party may pay, compromise or defend against

such asserted liability (but the Company shall nevertheless be required to pay all Losses incurred

by the Indemnified Party in connection with such defense, settlement or compromise). In

connection with any defense of a Third Party Claim (whether by the Company or the

Indemnified Party), all of the parties hereto shall, and shall cause their respective Affiliates to,

cooperate in the defense or prosecution thereof and to in good faith retain and furnish such

records, information and testimony, and attend such conferences, discovery proceedings,

hearings, trials and appeals, as may be reasonably requested by a party hereto in connection

therewith.

(e) Under no circumstances shall any liability of the Company under the provisions

of this Section 4.17 constitute a Company Advance or otherwise be charged to the Initial

Member or Participant or deducted from the Participant’s Share.

Article V

Loans Sold “As Is” and Without Recourse

Section 5.1 Loans Conveyed “As Is”. THE LOANS ARE CONVEYED “AS IS”

AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION OR WARRANTY

WHATSOEVER, INCLUDING AS TO COLLECTIBILITY, 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 INITIAL MEMBER OR

ANY AFFILIATE, 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 COLLATERAL OR THE COLLATERAL DOCUMENTS.

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

Without limiting the generality of Section 5.1, the Initial Member makes no warranties or

representations of any kind or nature as to the sufficiency of funds held in any escrow

account to discharge any obligations related in any manner to an escrow obligation, as to

the accuracy of the amount of any monies held in any escrow account or as to the propriety

of any previous disbursements or payments from any escrow account.

Loan Contribution and Assignment Agreement

EXECUTION VERSION

Section 5.3 No Warranties or Representations as to Amounts of Unfunded

Principal. Without limiting the generality of Section 5.1, the Initial Member further makes

no warranties or representations of any kind or nature as to the amount of any additional

or future disbursements of principal the Company may be obligated to make.

Section 5.4 Disclaimer Regarding Calculation or Adjustment of Interest on any

Loan. Without limiting the generality of Section 5.1, the Initial Member makes no warranties or

representations of any kind as to the accuracy of any calculation or adjustment of interest on any

Loan, including any adjustable rate Loan, whether such calculation or adjustment is made by the

FDIC, the Failed Bank, the Initial Member or any Affiliate, any agent or contractor of any of the

foregoing, or any predecessor-in-interest of the Initial Member or any other party.

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

Initial Member makes no warranties or representations of any kind as to the completeness or

accuracy of any information provided with respect to any Loan. The Company acknowledges

that, for example, and not by way of limitation, some Loan Files may be missing forms or

notices, or may contain incomplete or inaccurate forms or notices, that may be required by one or

more federal or state consumer protection statutes. The Company’s exclusive remedies with

respect to any inaccurate or incomplete information provided by the Initial Member are an

adjustment in accordance with Section 2.3 or an option to repurchase under Article VI, and such

exclusive remedies are available only if all other conditions theretofore expressed in this

Agreement have been met.

Section 5.6 Intervening or Missing Assignments. The Company acknowledges and

agrees that the Initial Member shall have no obligation to secure or obtain any missing

intervening assignment or any assignment to the Initial Member or the Failed Bank that is not

contained in the Loan File or among the Collateral Documents. Neither the absence of any

intervening assignment or any assignment to the Initial Member or the Failed Bank, nor the

existence of any Lien on the Loan or its Collateral, nor any defect in the Lien or priority of the

Initial Member’s or the Failed Bank’s security interest in the Collateral shall give rise to any

claim for purchase under Article VI. The Company shall bear all responsibility and expense of

securing from the appropriate source any intervening assignment or any assignment to the Initial

Member or the Failed Bank that may be missing from the Collateral Documents, but the cost

thereof shall constitute a Pre-Approved Charge for purposes of the Participation Agreement.

Section 5.7 No Warranties or Representations as to Documents. The Initial

Member makes no warranties or representations of any kind or nature as to the effectiveness or

enforceability in any Foreign Jurisdiction of this Agreement or any other document or instrument

delivered or prepared in connection herewith, whether or not prepared and executed in the forms

provided herewith, all of such forms being provided for reference only.

Article VI

Repurchase by the Initial Member at the Company’s Option

Section 6.1 Repurchases at Company’s Option. The Company may, at its option,

and upon satisfaction of the procedures and other requirements set forth below, require the Initial

Loan Contribution and Assignment Agreement

EXECUTION VERSION

Member to purchase a Loan, if, and only if, (x) prior to the Effective Date, one of the events

described in Section 6.1(a) through (g) has occurred or (y) after the Cut-Off Date, there is issued

by a court of competent jurisdiction with respect to such Loan a court order (the “Order”) that is

based upon or as a result of the acts or omissions of the Initial Member or the Failed Bank on or

prior to the Cut-Off Date, and either requires the assignment and transfer of such Loan back to

the Initial Member or is a final non-appealable order that holds the Company liable to a

Borrower for damages (exclusive of damages arising from the Company’s acts or omissions after

the Servicing Transfer Date) in an amount that exceeds the unpaid principal balance of such

Borrower’s Loan at the time of such Order and, with respect to which, in either case, the Action

in which such Order is issued meets the other conditions set forth in Section 6.1(h) below. IN

NO EVENT SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION

TO PURCHASE A LOAN HEREUNDER BE EVIDENCE OF BAD FAITH, MISCONDUCT

OR FRAUD EVEN IN THE EVENT THAT IT IS SHOWN THAT THE INITIAL MEMBER,

IN ANY CAPACITY, OR ANY AFFILIATE THEREOF, OR ANY OF ITS DIRECTORS,

EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS KNEW OR SHOULD HAVE

KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF

SUCH EVENT.

(a) The Borrower had been discharged in a no asset bankruptcy proceeding, there is

no Collateral securing the Loan and out of which the Loan may be satisfied, and all guarantors or

sureties of the 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 judgment (other than a

bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any

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

assignees.

release of liability from all obligations under the Note.

(d) A title defect exists in connection with the property which is the subject of a

Contract for Deed and which title defect requires a prior order or judgment of a court to enable

the Company to convey title to such property in accordance with the terms and conditions set

forth in the Contract for Deed.

(e) The Initial Member is not the owner of the Loan (or, in the case of a Participated

Loan, the Initial Member is not the owner of the pro rata interest in such Participated Loan set

forth on the attached Schedule of Loans) and such is not curable by the Initial Member so as to

permit ownership of the Loan to be transferred to the Company.

(f) There exists Environmental Hazards, in which case the Company’s recourse with

respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of Environmental

Hazards not being disclosed in the Loan, Loan File or other material provided by the Initial

Member to the LLC Interest Transferee prior to submission of the Bid; (ii) such Loan having an

Adjusted Unpaid Principal Balance greater than $250,000.00; and, (iii) the Company delivering,

Loan Contribution and Assignment Agreement

EXECUTION VERSION

along with the notice required by Section 6.2, the following, each of which must be satisfactory

in form and substance to the Initial Member in its discretion:

1. A Phase I environmental assessment, from a qualified and reputable firm,

of the Mortgaged Property securing the Loan; and

2. A Phase II environmental assessment or lead-based paint survey of such

Collateral from a qualified and reputable firm, which assessment shall confirm (i) the

existence of Environmental Hazards on such Collateral and (ii) that the regulator is likely

to require such remediation; and,

3. The Company shall have submitted a written certification of the Company

under penalty of perjury that no action has been taken by or on behalf of the Company (i)

to initiate foreclosure proceedings or (ii) to accept a deed-in-lieu-of-foreclosure in

connection with such Loan.

(g) The Initial Member or the Failed Bank, or their respective officers, directors or

employees, fraudulently caused the Borrower to receive less than all of the 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 of such

fraud, which evidence must be satisfactory in form and substance to the Initial Member in its

discretion.

(h) There is instituted after the Cut-Off Date any Action (i) that is asserted by more

than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by

the same Collateral being considered a single Borrower for purposes of this Section) with respect

to more than one Loan (with multiple Loans secured by the same Collateral being considered a

single Loan for purposes of this Section), (ii) that includes allegations of fraud on the part of the

Initial Member or the Failed Bank in connection with the Initial Member’s or the Failed Bank’s

origination of such Loans, and (iii) that names the Initial Member or the Failed Bank as a

defendant and that asserts liability on the part of the Initial Member or the Failed Bank for which

the Company is not liable as assignee, as a matter of law, with respect to such Loans.

Section 6.2 Notice to Initial Member. The Company 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

subsection of Section 6.1 under which the Company is seeking to require the Initial Member to

purchase a Loan, and (d) a summary of the reasons the Company believes that the Loans should

be purchased by the Initial Member. The notice shall be accompanied by evidence supporting

the basis for the Initial Member’s purchase of such Loan. Promptly upon request by the Initial

Member, the Company shall supply the Initial Member with any additional evidence that the

Initial Member may reasonably request. The Initial Member shall have no obligation to purchase

any Loan pursuant to this Article VII for which notice and all supporting evidence reasonably

required by the Initial Member have not been received by the Initial Member at the addresses

specified in Article VII no later than the first Business Day after the expiration of (i) in the case

Loan Contribution and Assignment Agreement

EXECUTION VERSION

of any purchase demand pursuant to Section 6.1(a) through (g), 180 calendar days after the

Effective Date, or in the case of a Contract for Deed, the first Business Day after the expiration

of 360 calendar days after the Effective Date, and (ii) in the case of any purchase demand

pursuant to Section 6.1(h), thirty (30) days after the issuance of the Order.

Section 6.3 Re-delivery of Notes, Files and Documents. For any Loan that qualifies

for purchase under this Article, the Company shall: (a) re-endorse and deliver the Note to the

Initial Member (or its designee), (b) assign all Collateral Documents associated with such Loan

and reconvey any real property subject to a Contract for Deed or transferred by quitclaim deed

pursuant to Section 2.5, together with such other documents or instruments as shall be necessary

or appropriate to convey the Loan back to the Initial Member (or its designee), (c) deliver to the

Initial Member (or its designee) the Loan File, along with any additional records compiled or

accumulated by the Company pertaining to the Loan, and (d) deliver to the Initial Member (or its

designee) a certification, notarized and executed under penalty of perjury by a duly authorized

representative of the Company, certifying that as of the date of purchase by the Initial Member

none of the conditions relieving the Initial Member of its obligation to purchase the Loan as

specified in Section 6.4 has occurred. The documents evidencing such conveyance shall be

substantially the same as those executed pursuant to Article III of this Agreement to convey the

Loan to the Company. In all cases in which the Company recorded or filed among public

records any document or instrument evidencing a transfer of the Loan to the Company, the

Company shall cause to be recorded or filed among such records a similar document or

instrument evidencing the conveyance of the Loan to the Initial Member. Upon compliance by

the Company with the provisions hereof, the Initial Member shall pay to the Company the

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

Participation Agreement.

Section 6.4 Waiver of Company’s Repurchase Option. The Initial Member will be

relieved of its obligation to purchase any Loan for any reason set forth in Section 6.1 if the

Company: (a) except as permitted by the Guidelines, modifies any of the terms of the Loan

(including the terms of any Collateral Document or Contract for Deed); (b) except as permitted

by the Guidelines, exercises forbearance with respect to any scheduled payment on the Loan; (c)

accepts or executes new or modified lease documents assigned by the Initial Member to the

Company; (d) sells, assigns or transfers the Loan or any interest therein (other than the

Participation Interest issued to the Initial Member pursuant to the Participation Agreement); (e)

fails to comply with the Participation Agreement in the maintenance, collection, servicing and

preservation of the Loan, including delinquency prevention, collection procedures and protection

of collateral as warranted; (f) initiates any litigation in connection with the Loan or the

Mortgaged Property securing the Loan other than litigation to force payment or to realize on the

Collateral securing the Loan; (g) completes any action with respect to foreclosure on, or accepts

a deed-in-lieu of foreclosure for any Collateral securing the Loan; (h) causes, by action or

inaction, the priority of title to the Loan, Mortgaged Property and other security for the Loan to

be less than that conveyed by the Initial Member; (i) causes, by action or inaction, the security

for the Loan to be different than that conveyed by the Initial Member, except as may be required

by the terms of the Collateral Documents; (j) causes, by action or inaction, a claim of third

parties to arise against the Company that, as a result of purchase under this Agreement, might be

asserted against the Initial Member; (k) causes, by action or inaction, a Lien of any nature to

Loan Contribution and Assignment Agreement

EXECUTION VERSION

encumber the Loan to arise; (l) is the Borrower or any Affiliate thereof under such Loan; or (m)

makes any disbursement of principal or otherwise incrementally funds any Loan.

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 of the provisions of this

Agreement shall be in writing and shall be given by certified or registered mail, postage prepaid,

or, delivered by hand or by nationally recognized air courier service, in any case directed to the

address of such Person as set forth in the applicable Section of this Article VII. Any such notice

shall become effective when received (or receipt is refused) by the addressee, provided that any

notice or communication that is received (or refused) other than during regular business hours of

the recipient shall be deemed to have been given at the opening of business on the next Business

Day of the recipient. From time to time, any Person may designate a new address for purposes

of notice hereunder by notice to such effect to the other Persons identified in this Article VII.

Section 7.2 Article VI Notice. Any notice, request, demand or other communication

required or permitted to be given to the Initial Member pursuant to the provisions of Article VI

shall be delivered to:

Loan Contribution and Assignment Agreement

EXECUTION VERSION

Initial Member: Manager, Capital Markets & Resolutions

c/o Federal Deposit Insurance Corporation

550 17th Street, NW (Room F-7014)

Washington, D.C. 20429-0002

Attention: Ralph Malami

with a copy to: Senior Counsel

FDIC Legal Division

Litigation and Resolutions Branch, Receivership Section

Special Issues Unit

3501 Fairfax Drive (Room E-7056)

Arlington, VA 22226

Attention: David Gearin

Section 7.3 Transfer Documents. For purposes of designating the Company as the

return addressee on Transfer Documents, the following address shall be used:

Company after Closing: PNMAC Mortgage Co. (FI), LLC

27001 Agoura Road

Calabasas, CA 91301

Attention: Jeff Grogin, Esq. or Don Brewster, Esq.

Section 7.4 All Other Notices. Any notice, request, demand or other communication

required or permitted to be given pursuant to any provision of this Agreement and that is not

governed by the provisions of Section 7.2 or 7.3, shall be delivered to:

Company before Closing: Manager, Capital Markets & Resolutions

c/o Federal Deposit Insurance Corporation

550 17th Street, NW (Room F-7014)

Washington, D.C. 20429-0002

Attention: Ralph Malami

with a copy to: Senior Counsel

FDIC Legal Division

Litigation and Resolutions Branch, Receivership Section

Special Issues Unit

3501 Fairfax Drive (Room E-7056)

Arlington, VA 22226

Attention: David Gearin

Company after Closing: PNMAC Mortgage Co. (FI), LLC

27001 Agoura Road

Calabasas, CA 91301

Attention: David M. Walker

Loan Contribution and Assignment Agreement

EXECUTION VERSION

with a copy to: PNMAC Mortgage Co. (FI), LLC

27001 Agoura Road

Calabasas, CA 91301

Attention: Jeff Grogin or Don Brewster

Initial Member: Manager, Capital Markets & Resolutions

c/o Federal Deposit Insurance Corporation

550 17

Street, NW (Room F-7014)

Washington, D.C. 20429-0002

Attention: Ralph Malami

with a copy to: Senior Counsel

FDIC Legal Division

Litigation and Resolutions Branch, Receivership Section

Special Issues Unit

3501 Fairfax Drive (Room E-7056)

Arlington, Virginia 22226

Attention: David Gearin

Article VIII

Miscellaneous Provisions

Section 8.1 Severability. Any provision of this Agreement which is prohibited or

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as

follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a

particular Person or Persons and/or under any particular circumstance or circumstances, such

provision shall be ineffective, but only in such jurisdiction and only with respect to such

particular Person or Persons and/or under such particular circumstance or circumstances, as the

case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and

such prohibition or unenforceability in such jurisdiction shall not invalidate or render

unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i)

or (ii), such ineffectiveness shall not invalidate any of the remaining provisions of this

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this

Agreement that in the event that in any court proceeding, such court determines that any

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the

duration or scope (geographic or otherwise) of such provision, or for any other reason) such

court shall have the power to, and shall, (x) modify such provision (including without limitation,

to the extent applicable, by limiting the duration or scope of such provision and/or the Persons

against whom, and/or the circumstances under which, such provision shall be effective in such

jurisdiction) for purposes of such proceeding to the minimum extent necessary so that such

provision, as so modified, may then be enforced in such proceeding and (y) enforce such

Loan Contribution and Assignment Agreement

EXECUTION VERSION

provision, as so modified pursuant to clause (x), in such proceeding. Nothing in this Section is

intended to, or shall, limit (1) the ability of any party to this Agreement to appeal any court

ruling or the effect of any favorable ruling on appeal or (2) the intended effect of Section 8.2.

Section 8.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY

AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK

EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER

THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW

OF ANOTHER JURISDICTION. Nothing in this Agreement shall require any unlawful action

or inaction by any party hereto.

Section 8.3 Cost, Fees and Expenses. Except as otherwise provided herein, each

party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or

incidental to the matters contained in this Agreement, including fees and disbursements to its

accountants and counsel.

Section 8.4 Waivers; Amendment and Assignment. No provision of this Agreement

may be amended or waived except in writing executed by all of the parties to this Agreement.

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings,

rights and benefits hereof shall be binding upon, and shall inure to the benefit of the undersigned

parties and their respective heirs, executors, administrators, representatives, successors and

permitted assigns, and no other Person or Persons (including Borrowers or any co-lender or other

Person with any interest in or liability under any of the Loans) shall have any rights or remedies

under or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not

be transferred or assigned without the express prior written consent of the Initial Member and

any attempted assignment without such consent shall be void ab initio.

Section 8.5 No Presumption. This Agreement shall be construed fairly as to each

party hereto and if at any time any such term or condition is desired or required to be interpreted

or construed, no consideration shall be given to the issue of who actually prepared, drafted or

requested any term or condition of this Agreement or any agreement or instrument subject

hereto.

Section 8.6 Entire Agreement. This Agreement and the Ancillary Documents

contain the entire agreement between the Initial Member (including in its capacity as Participant)

and the Company with respect to the subject matter hereof and supersede any and all other prior

agreements, whether oral or written. In the event of a conflict between the terms of this

Agreement and the terms of any Transfer Document or other document or instrument executed in

connection herewith or in connection with the transactions contemplated hereby, including any

translation into a foreign language of this Agreement for the purposes of any Transfer Document,

the terms of this Agreement shall control, and furthermore, the terms of this Agreement shall in

no way be or be deemed to be amended, modified or otherwise affected in any manner by the

terms of such Transfer Document or other document or instrument.

Section 8.7 Jurisdiction; Venue and Service. The Company, for itself and its

Affiliates, hereby irrevocably and unconditionally:

Loan Contribution and Assignment Agreement

EXECUTION VERSION

(a) (i) agrees that any suit, action or proceeding instituted against it by any other

party with respect to this Agreement may be instituted, and that any suit, action or proceeding by

him, her or it against any other party with respect to this Agreement shall be instituted, only in

the Supreme Court of the State of New York, County of New York, or the U.S. District Court for

the Southern District of New York or the United States District Court for the District of

Columbia (and appellate courts from any of the foregoing) as the party instituting such suit,

action or proceeding may in its sole discretion elect, (ii) consents and submits, for itself and its

property, to the jurisdiction of such courts for the purpose of any such suit, action or proceeding

instituted against it by any other party and (iii) agrees that a final judgment in any such suit,

action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the

judgment or in any other manner provided by law;

(b) agrees that service of all writs, process and summonses in any suit, action or

proceeding pursuant to Section 8.7(a) may be effected by the mailing of copies thereof by

registered or certified mail, postage prepaid, to the Company at its address for notices pursuant to

Article VII (with copies to such other Persons as specified therein); provided, however, that

nothing contained in this Section 8.7 shall affect the ability of the Company to be served process

in any other manner permitted by Law;

of any suit, action or proceeding arising out of or relating to this Agreement brought in any court

specified in Section 8.7(a), (ii) waives any claim that any such suit, action or proceeding brought

in any such court has been brought in an inconvenient forum and (iii) agrees not to plead or

claim either of the foregoing; and

(d) agrees that nothing contained in this Section 8.7 shall be construed to constitute a

consent to jurisdiction by the Initial Member, the Failed Bank or the FDIC in any capacity.

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.

Loan Contribution and Assignment Agreement

EXECUTION VERSION

Section 8.10 Headings. Paragraph titles or captions contained in this Agreement are

inserted only as a matter of convenience and for reference and in no way define, limit, extend or

describe the scope of this Agreement or the intent of any provisions hereof. All Section and

paragraph references contained herein shall refer to Sections and paragraphs in this Agreement

unless otherwise specified

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Loan Contribution and Assignment Agreement

EXECUTION VERSION

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

as of the day and year first above wrtten.

INITIAL MEMBER:

FEDERAL DEPOSIT INSURANCE

CORPORATION AS RECEIVER FOR FIRST

NATI

B -

Name

Title: Attorney-in-Fact

COMPANY:

FNBN I, LLC

By: Federal Deposit Insurance Corporation as

Nevada, as Sole

Receiver fo

Memb

Name

Title: Attorney-in-Fact

Loan Contribution and Assignment Agreement

EXECUTION VERSION

ATTACHMENT “A”

Loan Contribution and Assignment Agreement

LOAN SCHEDULE

[Attached]

Loan Contribution and Assignment Agreement

EXECUTION VERSION

ATTACHMENT “B”

Loan Contribution and Assignment Agreement

LOAN VALUE SCHEDULE

[Attached]

Loan Contribution and Assignment Agreement

EXECUTION VERSION

ATTACHMENT “C”

Loan Contribution and Assignment Agreement

(For use with Loans in Bankruptcy)

(Note to Preparer: When preparing the actual Affidavit and Assignment, delete this instruction

and the reference to Attachment C above.)

State of

County of

AFFIDAVIT AND ASSIGNMENT OF CLAIM

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

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

(“Assignor”), acting by and through its duly authorized officers and agents, for good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged does

hereby sell, transfer, assign and set over to FNBN I, LLC (“Assignee”) of {insert the Company’s

address}______________ _______________________, ____________________ his/her/its

successors and assigns, all of the 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 of the court, such as for the Western

District of Texas, being designated as Case Number {insert docket number assigned case}

(“Bankruptcy Claim”), or such part of said Claim as is based on the promissory note of {insert

the names of the makers of the note exactly as they appear on the note}, dated {insert the date the

note was made}, and made payable to {insert the name of the payee on the note exactly as it

appears on the note}, provided, however, that this assignment is made pursuant to the terms and

conditions as set forth in that certain Loan Contribution and Assignment Agreement between the

Assignor and the Assignee dated December 29, 2008 (the “Agreement”).

For purposes of Bankruptcy Rule 3001, this assignment and affidavit represent the

unconditional transfer of the Bankruptcy Claim or such part of the Claim as is based on the

promissory note or notes described in section one above and shall constitute the statement of the

transferor acknowledging the transfer and stating the consideration therefore as required by said

Rule 3001.

This transfer was not for the purpose of the enhancement of any claim in a pending

bankruptcy. The transfer of the debt was pursuant to the Agreement, through which numerous

debts were sold; no specific amount of the total consideration was assigned to the debt that forms

the basis of claim.

C-1

Loan Contribution and Assignment Agreement

EXECUTION VERSION

This assignment shall also evidence the unconditional transfer of the Assignor’s interest

in any security held for the claim.

IN WITNESS WHEREOF, the Assignor has caused this Affidavit and Assignment of

Claim to be executed this __ day of , .

FEDERAL DEPOSIT INSURANCE CORPORATION AS

RECEIVER FOR FIRST NATIONAL BANK OF

NEVADA

By:

Name:

Title: Attorney-in-Fact

Signed and sworn to before me this ____ day of ___________________, 20 ___.

______________________________

Notary Public

______________________________

[SEAL] My Commission expires:

ACKNOWLEDGMENT

STATE OF §

COUNTY OF §

Before me, the undersigned authority, a Notary Public in and for the county and state

aforesaid, on this day personally appeared ______________________________, known to me

to be the person whose name is subscribed to the foregoing instrument, as Attorney-in-Fact of

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

in the capacity stated above, and acknowledged to me that s/he executed the same as the act of

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

the purposes and consideration therein expressed, and in the capacity therein stated.

Given under my hand and seal of office on this the day of , .

Notary Public

[SEAL] My Commission expires:

C-2

Loan Contribution and Assignment Agreement

EXECUTION VERSION

ATTACHMENT “D”

Loan Contribution and Assignment Agreement

(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference

to Attachment D above.)

STATE OF §

COUNTY OF §

ASSIGNMENT AND LOST INSTRUMENT AFFIDAVIT

Before me, the undersigned authority, personally appeared _______________________,

who upon being duly cautioned and sworn deposes and says, to the best of his /her knowledge, as

follows:

1. That s/he is the _____________ for the Federal Deposit Insurance Corporation as

Receiver for First National Bank of Nevada, whose address is

________________________________________________________ (“Initial Member”).

2. That at the time of the preparation of transfer to FNBN I, LLC (the ”Company”),

Initial Member was the owner of that certain loan, obligation or interest in a loan or obligation

evidenced by a promissory note, evidencing an indebtedness or evidencing rights in an

indebtedness (the “Instrument”), as follows:

Loan Number:

Name of Maker:

Original Principal Balance:

Date of Instrument:

3. That the original Instrument has been lost or misplaced. The Instrument was not

where it was assumed to be, and a search to locate the Instrument was undertaken, without

results. Prior to the transfer to the Company the Instrument had not been assigned, transferred,

pledged or hypothecated.

4. That if Initial Member subsequently locates the Instrument, 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).

D-1

Loan Contribution and Assignment Agreement

EXECUTION VERSION

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

confer any rights or benefits, causes or claims, representations or warranties (including, without

limitation, regarding ownership or title to the Instrument or the obligations evidenced thereby)

upon the Company, its successors or assigns. All such rights, benefits, causes or claims,

representations and warranties (if any) shall be as set forth in the Loan Contribution and

Assignment Agreement between the Company and Initial Member dated December 29, 2008.

6. That pursuant to the terms and conditions of the aforementioned Loan

Contribution and Assignment Agreement the Instrument (including, without limitation, any and

all rights Initial Member may have to enforce payment and performance of the Instrument,

including any rights under Section 3-309 of the Uniform Commercial Code) is hereby assigned

effective as of the date hereof, without recourse, representation or warranty, to the Company. A

copy of the Instrument is attached to this affidavit, if available.

FEDERAL DEPOSIT INSURANCE CORPORATION AS

RECEIVER FOR FIRST NATIONAL BANK OF

NEVADA

By:

Name:

Title: Attorney-in-Fact

Signed and sworn to before me this day of , .

Notary Public

[SEAL] My Commission expires:

D-2

Loan Contribution and Assignment Agreement

EXECUTION VERSION

ACKNOWLEDGMENT

STATE OF _________________ §

COUNTY OF _______________ §

Before me, the undersigned authority, a Notary Public in and for the county and state

aforesaid, on this day personally appeared ______________________________, known to me

to be the person whose name is subscribed to the foregoing instrument, as Attorney-in-Fact of

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

in the capacity stated above, and acknowledged to me that s/he executed the same as the act of

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

the purposes and consideration therein expressed, and in the capacity therein stated.

Given under my hand and seal of office on this the _____ day of ___________________,

20___.

Notary Public

[SEAL] My Commission expires:

D-3

Loan Contribution and Assignment Agreement

EXECUTION VERSION

ATTACHMENT “E”

Loan Contribution and Assignment Agreement

(Note to Preparer: When preparing the actual Limited Power of Attorney, delete this instruction

and the reference to Attachment E above.)

LIMITED POWER OF ATTORNEY

(___________________________)

KNOW ALL PERSONS BY THESE PRESENTS, that the FEDERAL DEPOSIT

INSURANCE CORPORATION AS RECEIVER FOR FIRST NATIONAL BANK OF

NEVADA, hereafter called the “Receiver”, hereby designates the individual(s) set out below

(the “Attorney(s)-in-Fact”) for the sole purpose of executing the documents outlined below:

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

Receiver.

NOW THEREFORE, the Receiver grants to the above-named Attorney(s)-in-Fact the

authority, subject to the limitations herein, as follows:

1. To execute, acknowledge, seal and deliver on behalf of the Federal Deposit

Insurance Corporation as Receiver for First National Bank of Nevada all instruments of transfer

and conveyance, appropriately completed, with all ordinary or necessary endorsements,

acknowledgments, affidavits and supporting documents as may be necessary or appropriate to

evidence the sale and transfer of any asset contained in the Stated Bid Sale enumerated above.

The form which the Attorney(s)-in-Fact shall use for endorsing promissory notes or preparing

allonges to promissory notes is as follows:

Pay to the order of

Without Recourse

FEDERAL DEPOSIT INSURANCE

CORPORATION AS RECEIVER FOR FIRST

NATIONAL BANK OF NEVADA

By:

Name:

Title:__________________________

E-1

Loan Contribution and Assignment Agreement

EXECUTION VERSION

All other documents of assignment, conveyance or transfer shall contain this sentence: “This

assignment is made without recourse, representation or warranty, express or implied, by the

Receiver.”

2. The Receiver further grants to each Attorney-in-Fact full power and authority to

do and perform all acts necessary to carry into effect the powers granted by this Limited Power

of Attorney as fully as the Receiver might or could do with the same validity as if all and every

such act had been herein particularly stated, expressed and especially provided for.

This Limited Power of Attorney shall be effective from and

shall continue in full force and effect through ___________________________________, unless

otherwise terminated by an official of the Receiver or its successors and assigns authorized to do

so (“Revocation”). At such time this Limited Power of Attorney will be automatically revoked.

Any third party may rely upon this document as the named individual(s)’ authority to continue to

exercise the powers herein granted unless a Revocation has been recorded in the public records

of the jurisdiction where this Limited Power of Attorney has been recorded, or unless a third

party has received actual notice of a Revocation.

IN WITNESS WHEREOF, the Federal Deposit Insurance Corporation as Receiver for

First National Bank of Nevada by its duly authorized officer has caused these presents to be

executed and subscribed in its name this day of , 2008.

FEDERAL DEPOSIT INSURANCE CORPORATION AS

RECEIVER FOR FIRST NATIONAL BANK OF NEVADA

By:

Name:

Title:

(CORPORATE SEAL) ATTEST:

Name:

Title:

Signed, sealed and delivered

in the presence of

By:

Name:

Witness

By:

Name:

Witness

E-2

Loan Contribution and Assignment Agreement

EXECUTION VERSION

ACKNOWLEDGMENT

STATE OF _______ §

COUNTY OF ______ §

On this day of ________________, 200__, before me, a Notary Public in and for

the county and state aforesaid appeared __________________________, to me personally

known, who, being by me first duly sworn did depose that s/he is Attorney-in-Fact of the Federal

Deposit Insurance Corporation as Receiver for First National Bank of Nevada (the

“Corporation”), in whose name the foregoing Limited Power of Attorney was executed and

subscribed, and the said Limited Power of Attorney was executed and subscribed on behalf of

the said Corporation by due authority of the Corporation, and the said Attorney-in-Fact

acknowledged the said Limited Power of Attorney to be the free act and deed of said

Corporation.

Notary Public

My Commission Expires:

E-3

Loan Contribution and Assignment Agreement

EXECUTION VERSION