LIMITED LIABILITY COMP ANY AGREEMENT OF GOTHAM MOTOWN ... · execution version limited liability comp any agreement of gotham motown recovery, llc, a delaware limited liability comp

EXECUTION VERSION

LIMITED LIABILITY COMP ANY AGREEMENT OF

GOTHAM MOTOWN RECOVERY, LLC,

A DELAWARE LIMITED LIABILITY COMP ANY

FEBRUARY 5, 2016

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ARTICL E 1

Section 1 . 1 .

Section 1 .2 .

ARTICL E 2

Section 2 . 1 .

Section 2 .2 .

Section 2 .3 .

Section 2 .4.

Section 2 .5 .

Section 2 .6 .

Section 2.7 .

Section 2 .8.

Section 2.9 .

Section 2 . 1 0.

ARTICLE 3

Section 3 . 1 .

Section 3 .2 .

Section 3 . 3 .

Section 3 .4.

Section 3 .5 .

ARTICL E4

Section 4. 1 .

Section 4.2.

Section 4.3.

Section 4.4.

Section 4 .5 .

Section 4 .6 .

Section 4 .7 .

Section 4 .8 .

Section 4 .9 .

Section 4. 1 0.

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D EFINITIONS . . . . . ..... . . . .. . . .. . . . . . . . . . . . . . . . . . . . . . . . .. . ............. . ........ ............ . . . . . . . . . . . . . . 3

Definitions .... . . . . . . . . . . ........... . . . .. . . . . . . . . . .. . . . . . . . ........................... ........ . . ............... 3

Captions, References ......................... ......................................... ................ 1 7

ORGANI ZATIONAL MATTERS; PURPOSE; T ERM .......................... . 1 8

Fonnation .. . . .. ........................... ........................ . . ............... . . ....................... 1 8

Name . . . . . .................................................... . ................. .......... . . ................ ... 1 8

Registered Office; Registered Agent; Principal Office ...................... . . . . . . . 1 8

Foreign Qualification ................................................................ .. ............... 1 8

Purpose and Scope ... . . . . . . . . . . . . . . . .... . . . . ........ .................... .. . . . . . . . . . . .. . . .... . . .. . . . . . .. 1 8

Tenn . . .. . . . . . . . . .. . . ... . . . . . ........ . . . . . . . . . . . . . . .. . ...... . . .. . . . .. . . . .. . . . . . . . . . . . .. . . . . . . . . . . . . . . . .. . . ...... 1 9

Subsidiaries ................. . . . . . . . . ..... . . . . . . ......... ................... . . . . . . . . . . ...... . . . . . . . ...... . . . 1 9

Representations, Warr an ties and Covenants of Members ......................... 1 9

No State Law Partnership .................................. ........................................ 2 1

Compliance with Anti-Corruption Laws ............................. ...... . ......... . . . . . . 2 1

MEMBERS; DISPOSITIONS OF INT ER ESTS . ... . . . . . . . . . . . . . . .. . . . . . . . . . . .. . . . . . . . 22

Me1nbers ................... .. . ................. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . ........ . . . . .. . . . . . . 22

Dispositions of Membership Interests . . . . . . . .... . . . . . . . . . . . . . .... ........... . . . . . . . . . . . . . . . . 22

Creation of Additional Membership Interests .................... ........................ 23

Resignation . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Liability to Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

MANAGEM ENT OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24

Management of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Authority of COPs Trust Members and Other Members .............. . ............ 27

Meeting of Members . . . ................................................. . ............................. 27

FGIC Member Decisions .. ....................................... ................................. . 27

Major Decisions .... . . ..... . . . . . . . . . . . . . . . .. . . . . . . ... . ... . .. . . . . . . . . . . . . . . . .. . . . . . . .. . . . . . . . ..... . . . . . . . . 28

Business Plan and Budgets ..... . . . .. . . . . . .. . ......... . . . .. . . . . ..... . . . . . . . . . . . .... . . . . . . . . . . . . .. . . 30

Cost Rei1nbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1

Compensation of Members ...... . . . . . . . . .. . . . ........ ....... . . . ......... . . . ... . . . . . . . ......... .... 32

Transactions with Affiliates ................ . ...................................................... 32

Co1npany Defaults ... . . . . . . . ... ............... .. . ..................... . . . . .. . .. . . . ...... . ... ....... . . . . 32

Section 4. 1 1 .

Section 4. 12 .

Section 4. 1 3 .

Section 4. 1 4.

Section 4. 1 5 .

ARTICLE 5

Section 5 . 1 .

Section 5 .2 .

ARTICLE 6

Section 6. 1 .

Section 6.2.

Section 6 .3 .

ARTICLE 7

Section 7 . 1 .

Section 7.2.

ARTICLE 8

Section 8. 1 .

Section 8.2.

Section 8.3 .

Section 8.4.

Section 8.5 .

ARTICLE 9

Section 9 . 1 .

Section 9.2.

Section 9.3.

Section 9.4.

Section 9.5.

Section 9.6.

Section 9.7.

Section 9.8.

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Indemnification; Exculpation; Duties .. . .. . . . . . . ...... ............... . . . . . . . . . . . . . . . . . . ...... 33

Conflicts of Interest. . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .. . . ....... ......... . ... . . . . . . . . . .. . . . . . .. . . .......... 3 7

Insurance Coverage . . . . . . . . . . . . ..... . . . ...... ..................... . . . . . . . . .. . . .. . .. . . . . . . ............ . . 37

Six Month Evaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Designated Representative ........................ . .. . . . . . . . . . . . . . . . ... . . . ................ . .. . . . . . . 39

ACCOUNTING AND REPORTING ............. . . ... . . .. . . . . . ... . . ................ . . . . . .. .41

Fiscal Year, Accounts, Reports ................ . . . . ....... . . . . . . . . . ..................... . . . . . . .. .41

Bank Accounts . . . ....... ................................... . . .. . . . . . . . .. . . ................ ...... . . . . . . . . . 42

CAPITAL CONTRIBUTIONS ................... . . . . . . . . . . . . . .. . . . . ................... . . . . . . . .42

Capital Contributions ............. . .. . . . . . .. . . . . . . .. . . . . . . . . . . . . . . ....................... . . . . . . ... . . . .42

Return on or of Contributions .... . . . . . . . . . . . . . . . . . . . . .. . . . . . ................ . . . . . . . . . . . . . . . . .... .45

Balances ......... . . . . . ....... . . . . . . . . . . . . . . . . .. . . . . . . .. . . . . . . .................. .... . . . . . . . . . . . . . . . . . . ........ 45

FINANCING AND FINANCING GUARANTIES ... . . . . . . . . . . . .. . .. . . . . . .. . ...... .45

Financing . . . . . . . . . . .. . . . . . .. . . . . . . .. . . . . . . .......... ............ . . . . . . . . . . . . . . . . . . . . . . . ...................... 45

Financing Guaranties ............................. ..... . . . . . . . . . . . . . . . . ................... ..... . . . . . . . 46

DISTRIBUTIONS ............... ......... .... . .. . .. . . . . . . . . . . . . ..... . . . . . . . ............ . . . . . . . . . . . . . . . 46

Distributions in General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46

Distribution of Available Cash Flow . . . . . . .... ............ . . . . . . . . . . . . . . . . . . . . . . . . . . ......... 46

Incorrect Distributions .................................. . . . . . . . . . . . . . . . .. . . . . . . . .............. . . . . . . .4 7

Reconciliation of Distributions . . . . . . .... . . . ..... . . . . . . . . . . . . . ......................... . . . . . . . . . .4 7

Withholding Taxes .... .. . .. . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . ............... . . . . .. . .. . . . . . .. . . . ..... 48

CAPITAL ACCOUNTS, ALLOCATIONS, AND TAX MATTERS . . . . . . . . ..... . . .. . . . . . . . . ..... . . . ..... . . . ..... ............. . . . . . . . . . . . . . . . . . . . . . ................. 49

Capital Accounts . .. . . . . . . . . .................................... . . . . . . . . . . . . . . . .... ........... ...... . . . . . 49

Book Allocations . . . . ................................. . . . . . . . . . . . . . . . . . . . . . . ........................ .... 49

Tax Allocations ... ................................ ...... . . . . . . . . .. . .. . . . . . .. . . ................. . . . . . . . . . . 50

Tax Returns and Information . . ... . . . . . . . . . . . . . . . .. . . . . . . . . . . .... .................... .... . . . . . . . . . 50

Tax Elections ............. ...... . . . .. . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . ................. .... . . . . . . . . . . . . . . .... 50

Tax Matters Meinber. .. . . . .. . . . . . . .. . . . . . . . .. . . . . .. . . . .............. . ........ . . . . . . . . . . . . . . . . . . ....... 50

Allocations on Transfer of Interests ... ..... ........... ..... . . . . . . . . . .... . . . . . . .. . .... ......... 5 1

Qualifying Inco1ne . .................................... . . . . . .. . . . . . . . .... . . . . . .................. . . . . . . . 5 1

11

ARTICLE 1 0

Section 1 0 . 1 .

Section 1 0.2 .

Section 1 0.3 .

Section 1 0.4.

ARTICLE 1 1

Section 1 1 . 1 .

Section 1 1 .2.

Section 1 1 . 3 .

Section 1 1 .4.

Section 1 1 .5 .

Section 1 1 .6 .

Section 1 1 .7.

Section 1 1 .8.

Section 1 1 .9.

Section 1 1 . 1 0.

Section 1 1 . 1 1 .

Section 1 1 . 12 .

Section 1 1 . 1 3 .

Section 1 1 . 1 4.

Section 1 1 . 1 5 .

Section 1 1 . 1 6.

DISSOLUTION, LIQUIDATION, AND TERMINATION . . . . . . . . . . . . . . . . . . . . . 5 1

Dissolution, Liquidation, and Tennination Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1

Liquidation and Tennination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Deficit Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Cancellation of Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

Entireties; Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

Waiver; Consents; Determinations, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

Establishment of Beneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Ownership of Property and Right of Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Involvement of Members in Certain Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Disclosure and Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

No Third Party Beneficiary Except as Set Forth Herein . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Legal Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

Time of the Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

JURY WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Schedules and Exhibits

Schedule I - Designated Representative

Exhibit A -Initial Business Plan Exhibit B- 1 - NDA - Restricted COPs Holder Exhibit B-2 - NDA - Designated Representative Exhibit C- Appointment and Acceptance Agreement

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LIMITED LIABILITY COMPANY AGREEMENT

OF

GOTHAM MOTOWN RECOVERY, LLC

This Limited Liability Company Agreement (this "Agreement") of Gotham Motown Recovery, LLC, a Delaware limited liability company (the "Company"), is entered into as of February 5, 201 6 (the "Effective Date"), between FINANCIAL GUARANTY INSURANCE

COMPANY, a New York stock insurance corporation ("FGIC"), as a member (the "FGIC Member"), the DETROIT RETIREMENT SYSTEMS FUNDING TRUST 2005, a trust governed by the laws of the State of New York (the "2005 Funding Trust"), as a member (the "2005 COPs Trust Member"), and the DETROIT RETIREMENT SYSTEMS FUNDING

TRUST 2006, a trust governed by the laws of the State of New York (the "2006 Funding Trust"), as a member (the "2006 COPs Trust Member", and together with the 2005 COPs Trust Member, the "COPs Trust Members").

WHEREAS, the Company was fonned on the Effective Date, as a limited liability company in accordance with the Act (as hereinafter defined), for the purposes set f01ih herein;

WHEREAS, in 2005, the City of Detroit, Michigan (the "City") created an alternative funding mechanism to meet the City's statutory and constitutional obligation to fund the unfunded accrued actuarial liability ("UAAL") of its General Retirement System (the "GRS") and Police and Fire Retirement System (the "PFRS" and, together with the GRS, the "Retirement Systems"), and pursuant to this mechanism, the City initiated a transaction to fund particular UAAL of the Retirement Systems that resulted in (i) the establishment of the 2005 Funding Trust pursuant to the tenns of that certain Trust Agreement dated as of June 2, 2005 (as amended and supplemented from time to time, the "2005 Indenture") by and among the Detroit General Retirement System Service Corporation and the Detroit Police and Fire Retirement System Corporation (collectively, the "Service Corporations"), severally and not jointly, and Wilmington Trust, National Association, as successor to U.S. Bank National Association, as trustee (the "2005 Trustee"), and (ii) the issuance by the 2005 Funding Trust of its Certificates of Participation Series 2005-A (Fixed Rate) in the original aggregate principal amount of $640,000,000 (the "Series 2005-A COPs") and its Certificates of Participation Series 2005-B (Floating Rate) in the original aggregate principal amount of $800,000,000 (the "Series 2005-B COPs");

WHEREAS, in 2006, the City created an additional alternative funding mechanism to meet the City's statutory and constitutional obligation to fund the UAAL of the Retirement Systems, and pursuant to this mechanism, the City initiated a second transaction to fund particular UAAL of the Retirement Systems that resulted in (i) the establishment of the 2006 Funding Trust, and together with the 2005 Funding Trust, the "Trusts") pursuant to the tenns of that certain Trust Agreement dated as of June 12 , 2006 (as amended and supplemented from time to time, the "2006 Indenture", and together with the 2005 Indenture, the "Indentures") by and among the Service Corporations, severally and not jointly, and Wilmington Trust, National Association, as successor to U.S. Bank National Association, as trustee (the "2006 Trustee", and together with the 2005 Trustee, the "Trustees"), and (ii) the issuance by the 2006 Funding Trust

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of its Certificates of Participation Series 2006-A (Fixed Rate) in the original aggregate principal amount of $ 1 48,540,000 (the "Series 2006-A COPs") and its Certificates of Participation Series 2006-B (Floating Rate) in the original aggregate principal amount of $800,000,000 (the "Series 2006-B COPs"; the Series 2005-A COPs, the Series 2006-A COPs and the Series 2006-B COPs being hereinafter referred to collectively the "COPs");

WHEREAS, FGIC issued certain of insurance policies guaranteeing the scheduled payment of the principal of and interest on Series 2005-A COPs in the original principal amount of $450,6 1 5,000, Series 2006-A COPs in the original principal amount of $ 1 48,540,000, and Series 2006-B COPs in the original principal amount of $500,845,000;

WHEREAS, the City filed a petition for relief under chapter 9 of the Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Michigan;

WHEREAS, the City and FGIC entered into that certain Settlement Agreement dated as of December 1 0, 201 4 pursuant to which, among other things, the City agreed to consensually resolve certain FGIC counterclaims by, among other things, entering into the Development Agreement (as hereinafter defined) with FGIC pursuant to which the City grants to FGIC the option to acquire certain Properties (as hereinafter defined) and provides FGIC with certain rights and subsidies in connection therewith as consideration for FGIC's release of such counterclaims;

WHEREAS, on November 12, 2014, the City 's Eighth Amended Plan for the Adjustment of the Debts of the City of Detroit (as amended and supplemented, the "Plan") was confinned, and went effective as of December 1 0, 201 4, pursuant to which the Trusts received, among other things, the Notes and the Class 9 Settlement Credits (each as hereinafter defined) with respect to the settlement of certain proofs of claim filed by the Trustees and by FGIC against the City;

WHEREAS, FGIC and the Trusts have agreed to f01m this Company, and that (i) in consideration for its initial membership interest in the Company, FGIC shall contribute to the Company all of its right, title and interest in the Properties, the Development Agreement and the related development rights and economic incentives as provided by the City or the State of Michigan in connection therewith as provided therein, and the Company shall assume all of FGIC's obligations thereunder, and (ii) in consideration for its initial membership interest in the Company and pursuant to a direction from FGIC and a Majority of Holders (as hereinafter defined), the Trusts shall contribute to the Company all of their right, title and interest in all of the consideration provided by the City to the Trusts under the Plan in respect of COPs, including, without limitation, the B Notes (as hereinafter defined), the C Notes (as hereinafter defined) and the Class 9 Settlement Credits (the contributions described in clauses (i) and (ii) above are referred to collectively, as the "Initial Capital Contributions"); and

WHEREAS, the COPs Trust Members and the FGIC Member desire to enter into this Agreement to define and establish the respective economic and other rights of the Members (as hereinafter defined) and the procedures for the governance of the Company from and after the Effective Date.

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NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree that the Limited Liability Company Agreement of the Company shall be as follows:

ARTICLE 1 DEFINITIONS

Section 1 . 1 . Definitions. As used in this Agreement, the following terms shall have the following meanings:

"2005 COPs Trust Member" has the meaning given thereto in the first paragraph of this Agreement.

"2005 Funding Trust" has the meamng given thereto m the first paragraph of this Agreement.

"2005 Indenture" has the meaning for such tenn set forth in the Recitals.

"2005 Trustee" has the meaning for such tenn set forth in the Recitals.

"2006 COPs Trust Member" has the meaning given thereto in the first paragraph of this Agreement.

"2006 Funding Trust" has the meanmg given thereto m the first paragraph of this Agreement.

"2006 Indenture" has the meaning for such term set forth in the Recitals.

"2006 Trustee" has the meaning for such tenn set forth in the Recitals.

"Act" means the Delaware Limited Liability Company Act, 6 Del . C. §§ 1 8- 101 , et. seq. , as it may be amended from time to time, and any successor to such statute.

"Additional Capital. Contributions" means, collectively, Class A Member Preferred Capital Contributions and Class B Member Capital Contributions.

"Affiliate" means, with respect to a Person, another Person, directly or indirectly, through one or more intennediaries, Controlling, Controlled by, or under common Control with the Person in question.

"Agreement" has the meaning given thereto in the first paragraph of this Agreement, but includes any subsequent supplement, amendment or other modification of this Limited Liability Company Agreement entered into in accordance with the terms hereof and the Act.

"Anti-Terrorism Laws" means any laws related to terrorism or money laundering, including Executive Order 1 3224 and the USA Patriot Act, and any regulations promulgated under any of them.

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"Assets" means all of the consideration provided by the City under the Plan with respect to the COPs originally insured by FGIC, including, the B Notes, the C Notes, the Class 9 Settlement Credits, and the Development Agreement together with the rights to acquire the Properties and the related development rights and economic incentives provided therein, which were contributed to the Company by the FGIC Member and the COPs Trust Members, but excluding (i) any compensation provided by the City under the Plan with respect to the COP Swap Agreements (as defined in the Plan), and (ii) any distribution on account of the Trustees' proof of claim No. 1 1 38, and shall include the Properties and other assets if and to the extent, and from and after the time, title to the Properties or such other assets shall be acquired directly by the Company or through one or more Subsidiaries.

"Authorizing COPs Holders" has the meaning for such term set forth in Section 1 1 . 1 1 (b ).

"Available Cash Flow" means all Capital Proceeds and Net Cash Flow of the Company that are available for distribution to the Members, after taking into account amounts necessary for Reserves, as reasonably detennined by the FGIC Member.

"B Notes" means collectively (i) the City of Detroit, Michigan Financial Recovery Bonds, Series 2014B(l), in the principal amount of $3 1 ,434,676.00, delivered to the 2005 Trustee by the City pursuant to the Plan, and (ii) the City of Detroit, Michigan Financial Recovery Bonds, Series 201 4B( l ), in the principal amount of $42,758, 1 1 2 .00, delivered to the 2006 Trustee by the City pursuant to the Plan.

"Bankruptcy" of a Person shall be deemed to occur only (i) when such Person shall file a voluntary petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting (or shall fail to contest) the material allegations of a petition filed against such entity in any such proceeding or shall seek or consent to or acquiesce in the judicial appointment of any trustee, fiscal agent, receiver or liquidator of such entity or of all or any substantial part of its properties or shall take any action looking to its dissolution or liquidation; or (ii) if, within sixty (60) days after the commencement of an action against such Person seeking any bankruptcy, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of such entity shall not have been stayed, or if the stay of any such order or proceeding thereafter shall be set aside, or if, within sixty (60) days after the judicial appointment without the consent or acquiescence of such entity of any trustee, fiscal agent, receiver or liquidator of such entity or of all or any substantial part of its properties, such appointment shall not have been vacated.

"Budget" means the annual operating budget for the Company in effect at a particular time pursuant to the tenns of this Agreement, which sets forth, among other things, the projected capital and operating expenses, marketing and leasing costs, and debt service of the Company (including with respect to the Properties and any Subsidiary), for a given year, and for each quarter of said year.

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"Business Day" means any day other than Saturday, Sunday, or a public or banking holiday in the State of New York.

"Business Plan" means, at any time, the Initial Business Plan of the Company for the acquisition, construction, operation, leasing, marketing, licensing, financing and/or disposition of all or any of the Properties or any of the other Assets, as such plan may be amended, modified or supplemented from time to time through such time in accordance with the tenns of this Agreement; provided that the Business Plan shall include sufficient detail, as is reasonable for the Company's operations at the relevant time, so, in the FGIC Member's reasonable judgment, as to provide a reasonable basis for assessing the consistency of the Budget and the Reserves with the Business Plan at such time.

"C Notes" means collectively, (i) the City of Detroit, Michigan Financial Recovery Bonds, Series 2014C, in the principal amount of $28,454,205 .00, delivered to the 2005 Trustee by the City pursuant to the Plan and (ii) the City of Detroit, Michigan Financial Recovery Bonds, Series 201 4C, in the principal amount of $38,704,01 2.00, delivered to the 2006 Trustee by the City pursuant to the Plan.

"Capital Account" has the meaning for such term set forth in Section 9. l(a).

"Capital Contribution" means, with respect to each Member, its Initial Capital Contribution, if any, and its Additional Capital Contributions, if any.

"Capital Contribution Information" means, with respect to each request for funding of an Additional Capital Contribution, the purposes for which the Additional Capital Contribution is being requested, including a summary of any material financial or other analysis perfonned by the FGIC Member in respect thereof, and to the extent known by and readily available to the FGIC Member, such data or other information as the FGIC Member in its reasonable judgment shall determine is reasonably necessary or desirable for any COPs Holder to determine whether to make the related Additional Capital Contribution.

"Capital Proceeds" means funds of the Company arising from a Capital Transaction, less any cash that is applied to (i) the payment of transaction costs and expenses relating to such Capital Transaction, (ii) the repayment of debt of the Company that is required under the terms of any Financing or other indebtedness of the Company, (iii) the repair, restoration or other improvement of assets of the Company that is required under any contractual obligation of the Company, and (iv) the establishment of Reserves. Capital Proceeds shall also mean any of the foregoing that are received by a Subsidiary or other Person in which the Company is a member, partner or investor or in which the Company otherwise has an interest, to the extent received by the Company as dividends or distributions.

"Capital Transaction" means the sale, financing, refinancing or similar transaction of or involving (i) any direct or indirect interest owned by the Company in any Subsidiary, and/or (ii) all or any portion of the JLA Rights, and the payment of any related condemnation awards, title insurance proceeds or casualty loss insurance proceeds (other than business interruption or rental loss insurance proceeds) received by the Company to the extent not used for reconstruction of all or any portion of any Property.

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"Certificate" has the meaning for such tenn set forth in Section 2. 1 .

"City" has the meaning for such tenn set forth in the Recitals.

"Claim" has the meaning for such term set forth in Section 4. 1 1 (g).

"Class 9 Settlement Credits" means collectively, (i) the assignable, transferable settlement credits, in the amount of $8,044,267, delivered to the 2005 Trustee by the City pursuant to the Plan, and (ii) the assignable, transferable settlement credits, in the amount of $ 1 0,941 ,983 , delivered to the 2006 Trustee by the City pursuant to the Plan.

"Class A Member(s)" means and refers to FGIC and any COPs Holder, in each case if and to the extent it shall make a Class A Member Preferred Capital Contribution pursuant to Section 6 . 1 hereof, from and after the date of its respective contribution, either individually or collectively.

"Class A Member Preferred Capital Contribution(s)" means and refers to the amount of cash actually contributed by (or on behalf of) a Class A Member to the Company pursuant to Section 6 . 1 hereof, including, but not limited to, any Class A Member Preferred Capital Contributions actually made by such Class A Member pursuant to Section 6 . 1 (c) of this Agreement and any other amounts paid by such Class A Member with the consent of the FGIC Member in respect of any claims, liabilities or obligations against the Company and/or pursuant to any guaranty of any Financing or other Company indebtedness or otherwise by such Class A Member.

"Class B Member(s)" means and refers to any COPs Holder who shall make a Class B Member Capital Contribution pursuant to Section 6 . 1 hereof, either individually or collectively.

"Class B Member Capital Contribution(s)" means and refers to the amount of cash actually contributed by (or on behalf of) a Class B Member to the Company pursuant to Section hl hereof, including, but not limited to, any Class B Member Capital Contributions actually made by such Class B Member pursuant to Section 6. l (b)(i) of this Agreement and any amounts paid by such Class B Member with the consent of the FGIC Member in respect of any claims, liabilities or obligations against the Company and/or pursuant to any guaranty of any Financing or other Company indebtedness or otherwise by such Class B Member.

"Class B Member Capital Contribution Date" has the meaning for such term set forth in Section 6 . 1 (b )(i)(5).

"Code" means the Internal Revenue Code of 1 986, as amended from time to time, and any corresponding provisions of succeeding law.

"Company" has the meaning given thereto in the first paragraph of this Agreement.

"Confidential Information" has the meaning for such tenn set forth in Section 1 1 . 1 O(e).

"Control" means, except as otherwise specifically provided in this Agreement, for any Person, the power to direct the management and policies of that Person, directly or indirectly,

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whether through the ownership of voting securities, by contract or otherwise (including, without limitation, by being the managing member, general partner, officer or director of the Person in question), in all instances subject to the rights of other Persons with respect to usual and customary major decisions, and the tenns "Controlling" and "Controlled" have meanings correlative to the foregoing.

"COPs" has the meaning for such tenn set forth in the Recitals.

"COPs Holder Claim" has the meaning for such tenn set f01ih in Section 1 1 . 1 O(c).

"COPs Holders" means the beneficial holders of COPs originally insured by FGIC that remain outstanding and/or any accrued and unpaid interest thereon (including FGIC and the COPs and/or any accrued and unpaid interest thereon directly or beneficially held by FGIC by virtue of having paid policy claims or otherwise).

"COPs Trust Members" means collectively, the entities defined as such in the first paragraph of this Agreement and any pennitted assignee or successor to all the Membership Interests held by such defined entity with the prior written consent of the FGIC Member, which may be given or withheld in the FGIC Member's sole and absolute discretion.

"Decision Infonnation" means, with respect to each Major Decision or any other request for consent or approval of the Majority of Holders or the COPs Trust Members at the direction of the Majority of Holders as provided in Section 4.5(b), a description of the Major Decision or other request for consent or approval, including a summary of any material financial or other analysis perfonned by the FGIC Member in respect thereof, and, to the extent known by and readily available to the FGIC Member, such data or other infonnation as the FGIC Member in its reasonable judgment shall detennine is reasonably necessary or desirable for any COPs Holder to detennine whether to approve the related Major Decision or other matter.

"Designated Representative" means the individual identified on Schedule I attached hereto as the same may be changed from time to time at the written direction of the Majority of Holders.

"Development" means that certain mixed use facility consisting of (i) hotel and related facilities including not less than 300 hotel rooms, and (ii) such other office, retail, commercial, recreation, residential and/or condominium units all as shall be determined by the Company in accordance with the tenns hereof (industrial, adult entertaimnent and other noxious uses excepted) given prevailing market conditions, with a height above ground not to exceed 30 floors, to be constructed upon the Properties by the Company or a Subsidiary thereof, together with all onsite improvements, site preparation, onsite infrastructure (including, without limitation, sanitary sewer, water, storm sewer, sidewalks, street lighting, driveways, stonn water detention or retention facilities), related parking facilities and landscaping, necessary or appurtenant thereto; in all instances consistent with the City' s urban planning policies and the City' s comprehensive development plan, all as shall be determined by the Company in accordance with the tenns hereof.

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"Development Agreement" means that certain Development Agreement Option to Acquire and Develop Land dated as of December 10, 2014, by and among the City, the State of Michigan and FGIC.

"Development Management Agreement" means any development management agreement with a Development Manager with respect to any of the Properties entered into in accordance with this Agreement.

"Development Manager" means the Person(s) designated as the development manager(s) for the Properties in accordance with this Agreement.

"Development Proposal" means that certain proposal for the Development to be submitted to the City pursuant to the terms of the Development Agreement.

"Distributions" means, with respect to a Member, all distributions of cash or other property or assets of the Company (based on the fair market value thereof as of the date of such distribution, but net of liabilities assumed by the Member resulting from such distribution and liabilities to which the distributed property or assets are subject) made by the Company to or for the benefit of such Member pursuant to Article 8 or Section 1 0.2(c), without double counting.

"DTC" means the Depository Trust Company, which through its nominee Cede & Co. holds record ownership of the COPs.

"Effective Date" has the meaning given thereto in the first paragraph of this Agreement.

"Emergency Action" means an action which, in the FGIC Member's reasonable good faith business judgment, is necessary to (a) prevent, eliminate or mitigate a condition that poses an immediate threat to the health, safety or welfare of any Person to whom the Company or any Subsidiary would be liable or responsible in the event of such Person' s injury or death, (b) prevent immediate damage or loss to any portion of either or both of the Properties or any of the other property and assets of the Company or any Subsidiary, ( c) avoid the suspension of any service necessary to the continued operation of any portion of the Properties, ( d) avoid criminal or civil liability on the part of the Company, any Subsidiary, any Member or any COPs Holder, or ( e) prevent or cure a breach or violation of or a default under (i) legal requirements applicable to the Company, any Subsidiary or any of their respective assets, (ii) any Financing Documents, or (iii) any other material contract to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective assets are bound (provided that if such contract requires approval as a Major Decision, it has been so approved or deemed approved pursuant to the terms hereof).

"Emergency Expenditure" means any expenditure or the incurrence of any obligation or liability by or on behalf of the Company or any of its Subsidiaries which, in the reasonable good faith business judgment of the FGIC Member is necessary or desirable in connection with or related to any Emergency Action.

"Encumbrance" has the meaning for such tenn set forth in Section 3 .2(a).

"FCP A" has the meaning for such term set forth in Section 2. 1 O(a).

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"FGIC" has the meaning given thereto in the first paragraph of this Agreement.

"FGIC Member" means the entity defined as such in the first paragraph of this Agreement and any pennitted assignee or successor to all the initial Membership Interests acquired by such defined entity upon fonnation of the Company.

"Financing" means any loan or indebtedness for b01Towed money, whether secured or unsecured (excluding trade and other payables and expenses incurred in the ordinary course of business), that is obtained by the Company or any Subsidiary pursuant to this Agreement.

"Financing Documents" means any and all loan agreements, promissory notes, mortgages, deeds of trust, assignments, security agreements, cash management agreements, indemnities, guarantees, ce1iifications, affidavits and other documents evidencing or securing any Financing, as such document may be executed and delivered or modified or amended in the manner required or permitted under the terms of this Agreement.

"Financing Guaranty" has the meaning for such tenn set forth in Section 7.2.

"Fiscal Year" has the meaning for such term set forth in Section 5 . 1 .

"FOIA" has the meaning for such tenn set forth in Section 1 1 . 1 O(h).

"FOIA Member" has the meaning for such tenn set forth in Section 1 1 . 1 O(i).

"Fonner Designated Representative" has the meaning for such term set forth in Section 1 1 . l l(c).

"GAAP" means generally accepted accounting principles m the United States of America.

"Governmental Entity" means (i) any national, federal, state, county, municipal, local, or foreign government or any entity exercising executive, legislative, judicial, regulatory, taxing, or administrative functions of or pertaining to government, (ii) any public international organization, (iii) any agency, division, bureau, department, or other political subdivision of any government, entity, or organization described in the foregoing clauses (i) or (ii) of this definition, (iv) any company, business, enterprise, or other entity owned, in whole or in part, or Controlled by any government, entity, organization, or other Person described in the foregoing clauses (i), (ii), or (iii) of this definition, or (v) any political party.

"Government Official" means (i) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Entity, (ii) any political party or party official or candidate for political office or (iii) any company, business, enterprise, or other entity owned, in whole or in part, or Controlled by any person described in the foregoing clause (i) or (ii) of this definition.

"GRS" has the meaning for such term set forth in the Recitals.

"Indemnitee" has the meaning for such tenn set forth in Section 4 . 1 l(b).

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"Indentures" has the meaning for such tenn set forth in the Recitals.

"Initial Business Plan" has the meaning for such tenn set forth in Section 4.6.

"Initial Capital Contributions" has the meaning for such term set fmih in the Recitals.

"Insurance Claims" means any claim, damage, loss, liability (direct or indirect), obligation, demand, defense, judgment, suit, proceeding, cause of action, disbursement or expense (including reasonable attorneys' fees or expenses as incurred).

"JLA Rights" mean the Properties, together with the related development rights and economic incentives granted by the City or the State of Michigan in connection therewith pursuant to the tenns of the Development Agreement.

"Lender" means any one or more lender(s) providing Financing.

"Major Decisions" has the meaning for such tenn set forth in Section 4.5(a).

"Majority of Holders" means at any time, the beneficial holders of a majority in principal of and/or accrued and unpaid interest on COPs originally insured by FGIC that remain outstanding (including FGIC and the COPs and/or accrued and unpaid interest thereon directly or beneficially held by FGIC by virtue of having paid policy claims or otherwise in such calculation); provided, however, that

( 1 ) for the purposes o f extending the Milestones for selling Assets, "Majority of Holders" means the beneficial holders of 66-2/3% of the principal amount of and/or accrued and unpaid interest on all COPs in the aggregate originally insured by FGIC that remain outstanding (including FGIC and the COPs and/or accrued and unpaid interest thereon directly or beneficially held by FGIC by virtue of having paid policy claims or otherwise in such calculation);

(2) for purposes of this Agreement, the "Majority of Holders" shall be detennined (x) without regard to the provisions of the second sentence of Section 4. 1 1 of each of the Indentures or any other applicable agreement and (y) on the basis of all COPs in the aggregate without regard to, or for the vote or consent for or against of, any individual class of COPs, including the 2005-A COPs, the 2006-A COPs and the 2006-B COPs; and

(3) action by the Designated Representative shall be deemed to be an action by the Majority of Holders (other than any action relating to the replacement or the elimination (or reinstatement) of the Designated Representative and any action pursuant to Section 1 1 . 1 l(b )), unless (x) with respect to extending Milestones, beneficial holders of 33 - 1 /3% or more of the principal amount of and/or accrued and unpaid interest on COPs originally insured by FGIC that remain outstanding (including FGIC and the COPs and/or accrued and unpaid interest thereon directly or beneficially held by FGIC by virtue of having paid policy claims or otherwise in such calculation) have objected to the extension of Milestones in their own name within the time allocated for objection, or (y) with respect to any other

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action, beneficial holders of a majority in principal of and/or accrued and unpaid interest on COPs originally insured by FGIC that remain outstanding (including FGIC and the COPs and/or accrued and unpaid interest thereon directly or beneficially held by FGIC by virtue of having paid policy claims or otherwise in such calculation) have approved or objected to such action in their own name within the time allotted for such action.

"Members" means each of the FGIC Member and the COPs Trust Members, and each Person hereafter admitted as a Class A Member, a Class B Member or as a "Member" in accordance with this Agreement, until any such Person ceases to be a Member of the Company.

"Membership Interests" means all of the rights and interests of whatsoever nature of the Members in the Company, including, without limitation, the right to participate in management to the extent herein expressly provided, to receive Distributions of funds, and to receive allocations of income, gain, loss, deduction, and credit.

"Milestones" means the milestones for the disposition of the B Notes and the C Notes, as provided in the Initial Business Plan.

"Minimum Price" has the meaning for such tenn set forth in Section 4. 1 4(c).

"NDA" means, with respect to any Confidential Infonnation provided to (a) any Restricted COPs Holder hereunder, a non-disclosure agreement in substantially the fonn attached as Exhibit B-1 applicable to such infonnation or (b) the Designated Representative hereunder, a non-disclosure agreement in substantially the form attached as Exhibit B-2 applicable to such infonnation, which agreement (i) shall permit disclosure of Confidential Information to (A) any Restricted COPs Holder, provided that the FGIC Member shall have confirmed in writing in advance of any disclosure that the intended recipient is in fact a Restricted COPs Holder, or (B) in the case of a Restricted COPs Holder, a potential purchaser of COPs, provided that (x) the FGIC Member shall not have reasonably objected to such disclosure on the basis that such disclosure could result in material competitive or other business harm to the Company within five Business Days after its receipt of written notice from the party desiring to make such disclosure (which notice shall include in reasonable detail information concerning such potential purchaser sufficient for the FGIC Member to make such assessment) and (y) such potential purchaser shall have undertaken in writing by way of a joinder to an NDA provided to the FGIC Member to maintain the confidentiality of such Confidential Infonnation as if it were a Restricted COPs Holder (but without any right, among other things, to disclose the Confidential Information to any Restricted COPs Holder or to a potential purchaser of COPs (unless and until it actually purchases such COPs)); and (ii) in the case of a Restricted COPs Holder, shall state the amount of COPs owned beneficially by such Restricted COPs Holder and contain an undertaking to notify the Company and the Designated Representative of any changes in such beneficial ownership for so long as such COPs Holder remains a Restricted COPs Holder.

"Net Cash Flow" means, for any period, Net Operating Income, less debt service on any Financings that is due and payable during such period.

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"Net Operating Income" means, for any period, the amount by which Operating Revenues exceed Operating Expenses for such period.

"Non-Controllable Items" has the meaning for such tenn set forth in Section 4.6(b)(i).

"Notes" means, collectively, the B Notes and C Notes.

"Notice" has the meaning for such term set forth in Section 1 1 . 1 .

"OF AC" has the meaning for such term set forth in Section 2.8(a)(2).

"Operating Expenses" means, for any period, the aggregate operating expenses of the Company and its Subsidiaries for such period, detennined on a cash basis, including, without limitation, expense reimbursements and other amounts payable to the FGIC Member hereunder or the COPs Trust Members to the extent incurred in connection with the Company as provided herein, operating expenses for or in connection with the Assets and for Reserves actually funded. Operating Expenses shall not include any non-cash expenses such as depreciation or amortization and shall not include debt service on any Financing.

"Operating Revenues" means, for any period, the aggregate gross revenues of the Company and its Subsidiaries for such period, detennined on a cash basis, including, without limitation, interest, rents, parking receipts, and proceeds of any business interruption or rental loss insurance maintained by the Company or its Subsidiaries from time to time and amounts released by the FGIC Member from Reserves, but specifically excluding Capital Proceeds, Capital Contributions and proceeds of any Financing.

"Permitted Investments" means any one or more of the following obligations or securities acquired at a purchase price of not greater than par, payable on demand or having a maturity date not later than the Business Day immediately prior to the date that the related funds are reasonably expected to be needed by the Company as detennined by the FGIC Member, and meeting one of the appropriate standards set forth below:

(i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S . Maritime Administration (guaranteed Title XI financing), and the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S . Department of Housing and Urban Development (local authority bonds); provided, however, that the investments described in this clause (i) must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have an "r" highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(ii) Federal Housing Administration debentures;

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(iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Fann Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Student Loan Marketing Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause (iii) must (A) have a predetennined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have an "!" highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(iv) federal funds, unsecured certificates of deposit, time deposits, bankers' acceptances and repurchase agreements with maturities of not more than 365 days of any bank, the short tenn obligations of which at all times are rated in the highest short tenn rating category by at least one of the Rating Agencies and, if rated by another Rating Agency, rated in its highest short tenn rating category; provided, however, that the investments described in this clause (iv) must (A) have a predete1mined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have an "!" highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(v) fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers' acceptances issued by, any bank or trust company, savings and loan association or savings bank, the sh01i tenn obligations of which at all times are rated in the highest short tenn rating category by at least one of the Rating Agencies and, if rated by another Rating Agency, rated in its the highest short tenn rating category; provided, however, that the investments described in this clause (v) must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have a "r" highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(vi) demand and time deposits with, or certificates of deposit of, or bankers' acceptances issued by any bank, trust company, savings and loan association or savings bank selected by the FGIC Member with the consent of the Majority of Holders; provided, however, that the investments described in this clause (vi) must (A) have a predetermined fixed dollar of principal due at maturity (or upon demand) that cannot vary or change, (B) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) not be subject to liquidation prior to their maturity

(vii) debt obligations with maturities of not more than 365 days and at all times rated by at least one Rating Agency in its highest long-tenn unsecured debt rating category and, if rated by another Rating Agency, rated in its highest long-tenn unsecured debt rating category;

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provided, however, that the investments described in this clause (vii) must (A) have a predetennined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have an "!" highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(viii) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days and that at all times is rated by a Rating Agency in its highest short-tenn unsecured debt rating, and if rated by another Rating Agency, rated in its highest short-tenn unsecured debt rating; provided, however, that the investments described in this clause (viii) must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have a "!" highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(ix) units of taxable money market funds or mutual funds, which funds are regulated investment companies, seek to maintain a constant net asset value per share and have the highest rating from a Rating Agency for money market funds or mutual funds, and if rated by another Rating Agency, have such Rating Agency' s highest rating for money market funds or mutual funds; and

(x) any other security, obligation or investment which has been approved as a Permitted Investment in writing by the FGIC Member and the Majority of Holders;

provided, however, that such instrument continues to qualify as a "cash flow investment" pursuant to Code Section 860G(a)(6) earning a passive return in the nature of interest and no obligation or security shall be a Permitted Investment if ( 1 ) such obligation or security evidences a right to receive only interest payments or (2) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of 1 20% of the yield to maturity at par of such underlying investment.

"Pennitted Transfers" has the meaning for such term set forth in Section 3 .2(b).

"Person" means an individual or entity.

"PFRS" has the meaning for such term set forth in the Recitals.

"Plan" has the meaning for such term set forth in the Recitals.

"Priority Return" means, with respect to each Class B Member, a sum equal to ten (1 0%) percent per annum (compounded annually), detennined on the basis of a year of 365 or 366 days, as the case may be, or the actual number of days in the period for which the Priority Return is being determined, cumulative to the extent accrued or not distributed, based upon the Unreturned

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Class B Member Capital Contribution, if any, of the Class B Member in question, from time to time, commencing on the date the Class B Member Capital Contribution is contributed to the Company by such Class B Member.

"Prohibited Person" means (i) a Person subject to the provisions of Executive Order 1 3 224; (ii) a Person owned or Controlled by, or acting for or on behalf of, an entity subject to the provisions of Executive Order 1 3224; (iii) a Person with whom any Member is prohibited from dealing by any of the Anti-Terrorism Laws; (iv) a Person that is named as a "specially designated national and blocked person" on the most current list published by the U.S. Treasury Department' s Office of Foreign Assets Control; or (v) a Person that is an Affiliate of a person or entity described in clauses (i) through (iv) of this definition.

"Pro Rata Share" means, as to any COPs Holder as of any date of determination, the percentage obtained by dividing (x) the sum of the outstanding principal amount of direct or beneficial interests in COPs held by such COPs Holder as of such date, plus the accrued and unpaid interest thereon held by such COPs Holder, which remains unpaid as of such date, by (y) the sum of the outstanding principal amount of all of the COPs as of such date, plus the accrued and unpaid interest thereon, which remains unpaid as of such date (including FGIC and the COPs and/or any accrued and unpaid interest thereon directly or beneficially held by FGIC by virtue of having paid policy claims or otherwise).

"Properties" (and each individually, a "Property") means each of the following, together, in each case, with all improvements located thereon, if any, and all appurtenant easements, rights, and privileges:

(i) that certain real property upon which is presently situated the improvements commonly referred to as the Joe Louis Arena, inclusive of 5 .3 acres of real property located at 1 9 Steve Yzerman Drive, Detroit, Michigan as more particularly described on Schedule 1 to the Development Agreement, as the same may be amended by agreement of the parties thereto upon receipt of title and survey consistent with Schedule 1 to the Development Agreement; and

(ii) that certain real property upon which is presently situated the improvements commonly referred to as the Joe Louis Arena Garage, inclusive of 3 .3 acres of real property located at 900 W. Jefferson Avenue, Detroit, Michigan as more particularly described on Schedule 1 to the Development Agreement, as the same may be amended by agreement of the parties thereto upon receipt of title and survey consistent with Schedule 1 to the Development Agreement.

"Quarterly DR Fee Payment Date" has the meaning for such tenn set forth in Section 1 4. 1 5(a).

"Rating Agencies" means each of S&P, Moody' s Investors Service, Inc. and Fitch, Inc. , and any successor to any of them.

"Regulations" means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections

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of the Regulations shall include any c01Tesponding provisions of succeeding, similar or substitute temporary or final Regulations.

"Reserves" means all capital, working capital or operating reserves necessary or advisable for the business and operation of the Company and any other liabilities or obligations of the Company and any Subsidiary (whether or not contingent) as detennined, from time to time by the FGIC Member; provided that (i) the amount and application of the Reserves must not be inconsistent with the Business Plan; (ii) during the period that the Company holds all or substantially all of the Notes, the aggregate amount of the Reserves held for any Fiscal Year of the Company shall not exceed one-hundred and twenty-five percent ( 1 25%) of the sum of (x) the anticipated Operating Expenses for such Fiscal Year as reasonably estimated by the FGIC Member plus (y) the anticipated aggregate debt service on all Financings of the Company during such Fiscal Year as reasonably estimated by the FGIC Member; and (iii) no proceeds of the sale of B Notes or the C Notes shall be included in the Reserves for development of the Properties at any time following the transfer to the Company of any of the Properties.

"Response Deadline" has the meaning for such term set forth in Section 4.5(b).

"Restricted COPs Holder" means a COPs Holder that has executed and delivered to the Company an NDA and has elected to receive Confidential Infonnation, but only so long as (x) the FGIC Member has not reasonably dete1mined that such COPs Holder is holding COPs in order to obtain Confidential Information for competitive or other business advantage against the Company or (y) such COPs Holder has not notified the Company and the Designated Representative in writing that it has elected not to continue to be a Restricted COPs Holder.

"Retirement Systems" has the meaning for such tenn set forth in the Recitals.

"S&P" means Standard & Poor's Ratings Services, Inc., a division of The McGraw-Hill Companies, Inc.

"Securities Act" means the Unites States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder.

"Series 2005-A COPs" has the meaning for such tenn set forth in the Recitals.

"Series 2005-B COPs" has the meaning for such tenn set forth in the Recitals.

"Series 2006-A COPs" has the meaning for such term set forth in the Recitals.

"Series 2006-B COPs" has the meaning for such term set forth in the Recitals.

"Service Corporations" has the meaning for such tenn set forth in the Recitals.

"Subsidiary" means any Person (other than an individual) which is Controlled by the Company and in which the Company beneficially owns, directly or indirectly, an economic ownership interest.

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"Super Priority Return" means, with respect to each Class A Member, a sum equal to fifteen ( 1 5%) percent per annum (compounded annually), detennined on the basis of a year of 365 or 366 days, as the case may be, or the actual number of days in the period for which the Super Priority Return is being detennined, cumulative to the extent accrued or not distributed, based upon the Unreturned Class A Member Preferred Capital Contribution, if any, of the Class A Member in question, from time to time, commencing on the date the Class A Member Preferred Capital Contribution is contributed to the Company by such Class A Member.

"Tax Matters Member" has the meaning for such tenn set forth in Section 9.6.

"Third Party Contracts" has the meaning for such tenn set forth in Section 4. l (c).

"Transfer" has the meaning for such tenn set forth in Section 3 .2(a).

"Trusts" has the meaning for such te1m set forth in the Recitals.

"Trustees" has the meaning for such tenn set forth in the Recitals.

"UAAL" has the meaning for such tenn set forth in the Recitals.

"Unpaid Priority Return" means, with respect to each Class B Member, the amount, if any, by which such Class B Member' s Priority Return exceeds the aggregate of all amounts actually distributed to such Class B Member pursuant to Section 8.2(b)(3).

"Unpaid Super Priority Return" means, with respect to each Class A Member, the amount, if any, by which such Class A Member's Super Priority Return exceeds the aggregate of all amounts actually distributed to such Class A Member pursuant to Section 8.2(b)(l).

"Unreturned Class A Member Preferred Capital Contributions" means with respect to each Class A Member, at any given time, the excess of such Member' s Class A Member Preferred Capital Contributions, if any, over all distributions made to such Member pursuant to Section 8.2(b)(2).

"Unreturned Class B Member Capital Contributions" means with respect to each Class B Member, at any given time, the excess of such Member' s Class B Member Capital Contributions, if any, over all distributions made to such Member pursuant to Section 8.2(b)(4).

Section 1 .2. Captions, References. Pronouns, wherever used herein, and of whatever gender, shall include natural persons and corporations and associations of every kind and character, and the meanings of defined terms are equally applicable to the singular and plural fonns thereof wherever and as often as may be appropriate. Article and section headings are for convenience of reference and shall not affect the construction or interpretation of this Agreement. Whenever the terms "hereof', "hereby", "herein", or words of similar import are used in this Agreement they shall be construed as referring to this Agreement in its entirety rather than to a particular section or provision, unless the context specifically indicates to the contrary. Whenever the word "including" is used herein, it shall be construed to mean including without limitation. Any reference to a particular "Article" or a "Section" shall be construed as

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referring to the indicated aiiicle or section of this Agreement unless the context indicates to the contrary.

ARTICLE 2 ORGANIZATIONAL MATTERS; PURPOSE; TERM

Section 2. 1 . Formation. The Company was organized as a Delaware limited liability company on the Effective Date by the filing of a certificate of formation for the Company under the Act (as may be modified from time to time as herein provided, the "Certificate"), which Certificate was executed and delivered by the FGIC Member as an "authorized person" within the meaning of the Act.

Section 2.2. Name. The name of the Company is Gotham Motown Recovery, LLC, and all Company business must be conducted in that name or such other name as the FGIC Member shall approve, with notice to the COPs Trust Members.

Section 2 .3 . Registered Office; Registered Agent; Principal Office. The registered office and the registered agent of the Company in the State of Delaware shall be as specified in the Ce1iificate or as hereafter designated by the FGIC Member and reflected in an amendment to the Certificate. The principal office of the Company and principal place of business shall be at c/o Financial Guaranty Insurance Company, 521 Fifth Avenue, Fifteenth Floor, New York, NY 1 0 1 75 , or at such other location designated by the FGIC Member.

Section 2.4. Foreign Qualification. Before the Company conducts business in any jurisdiction other than Delaware, the FGIC Member shall cause the Company to comply with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. Each Member agrees to execute, acknowledge, swear to, and deliver all certificates and other instruments confonning with this Agreement that are necessary or appropriate to qualify, continue, or tenninate the Company as a foreign limited liability company in all jurisdictions in which the Company may conduct business.

Section 2.5 . Purpose and Scope. The nature of the business and of the purpose to be conducted and promoted by the Company is to engage solely in the following activities:

Assets; (a) To own, manage, administer, market, sell and otherwise deal with the

(b) To acquire, directly or through one or more Subsidiaries, the Properties;

(c) To own, develop, construct, lease, market, manage, operate, maintain, sell and otherwise deal with the Properties or any portion thereof, directly or through one or more Subsidiaries;

(d) To form, manage, maintain, operate, dissolve, liquidate and terminate one or more Subsidiaries for the purpose of facilitating the foregoing activities;

( e) To finance or refinance, or cause one or more Subsidiaries to finance or refinance, any of the foregoing activities, including, without limitation, to mortgage, pledge and

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otherwise hypothecate all or any part of the Properties and/or any interest in any one or more Subsidiaries; and

(f) To exercise all powers enumerated in the Act and perfonn all other activities reasonably necessary, incidental or convenient to the conduct, promotion or attaimnent ·of the foregoing purposes.

Section 2.6. Tenn. The Company shall commence on the effective date of the Certificate and shall have perpetual existence, unless sooner dissolved as herein provided.

Section 2.7 . Subsidiaries. The Members acknowledge and agree that the Properties may be directly owned by one or more Subsidiaries rather than directly by the Company, as determined by the FGIC Member. Notwithstanding anything in this Agreement to the contrary, the Member or Members who have the power to control any action, decision or other matter on behalf of the Company pursuant to the tenns and conditions of this Agreement shall have the same power and control rights with respect to any such action, decision or other matter on behalf of any Subsidiary. Subject to the prior sentence, the FGIC Member shall have the power to control any action, decision or other matter on behalf of the Company relating to the fonnation, tenns of ownership and disposition of such Subsidiary.

Section 2 .8 . Representations, Warranties and Covenants of Members.

(a) In order to induce the FGIC Member to enter into this Agreement and to perfonn hereunder, and without limiting any other representation, covenant or warranty contained herein or in any other agreement, each of the COPs Trust Members make, as of the Effective Date, the following representations, warranties and covenants to the FGIC Member:

( 1 ) Authority of the COPs Trust Member. The COPs Trust Member is validly existing, and has the proper authority to enter into this Agreement. The persons and entities executing this Agreement on behalf of the COPs Trust Member have the power and authority to execute and deliver this Agreement on behalf of the COPs Trust Member. This Agreement has been duly authorized, executed and delivered by the COPs Trust Member and shall constitute a legal, valid and binding obligation of the COPs Trust Member, enforceable against the COPs Trust Member in accordance with its tenns.

(2) FIRPTA and OF AC Compliance. The COPs Trust Member is neither a "foreign person" within the meaning of Code Section 1445(f) nor a "foreign partner" within the meaning of Code Section 1 446(e). Neither the COPs Trust Member nor, to the best of the COPs Trust Member' s knowledge, any Person having a direct or indirect beneficial interest in the COPs Trust Member (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control in the United States Department of the Treasury ("OFAC") or the Annex to United States Executive Order 1 3224-Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism or (ii) is a Prohibited Person. The portion of the Assets and other monies used to fund the COPs Trust Member 's investment in the Company are not, to the best of the COPs Trust Member's knowledge, invested for the benefit of, or related in any way to, the government of, or persons within, any country under a U.S . embargo enforced by OFAC. The portion of the Assets

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and other monies used to fund the COPs Trust Member's investment in the Company were received by the Trustees pursuant to the Plan and the Trustees have no knowledge (i) that they were derived from or related to any illegal activities, including, without limitation, money laundering activities, or (ii) that the proceeds from the COPs Trust Member's investment in the Company shall be used to finance any illegal activities. Notwithstanding anything to contrary contained herein, nothing contained in this Section 2.8(a)(2) shall apply to, restrict or relate to any COPs or any beneficial interests therein or in any publicly traded securities held by any Person

(3) No Conflicts. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby, violate or conflict with, result in the breach or tennination of or constitute a default under any provisions of any agreement, organizational or charter document, or judicial order to which the COPs Trust Member or any of its Affiliates is a party or is subject.

(4) Securities Act Compliance. The COPs Trust Member shall not solicit offers to buy from or otherwise approach or negotiate in respect thereof with any Person or Persons whomsoever all or any portion of its Membership Interest in any manner that would violate or cause the Company or any Member to violate applicable federal or state securities laws or any other applicable laws or regulations of any governmental authority having jurisdiction. None of the COPs Trust Member' s Membership Interests are registered under the Securities Act or any state securities laws.

(b) In order to induce each of the COPs Trust Members to enter into this Agreement and to perform hereunder, and without limiting any other representation, covenant or warranty contained herein or in any other agreement, the FGIC Member makes, as of the Effective Date, the following representations, warranties and covenants to each of the COPs Trust Members :

( 1 ) Authority of the FGIC Member. The FGIC Member has been duly fonned, is validly existing and has the proper authority to enter into this Agreement. The persons and entities executing this Agreement on behalf of the FGIC Member have the power and authority to execute and deliver this Agreement on behalf of the FGIC Member. This Agreement has been duly authorized, executed and delivered by the FGIC Member and shall constitute a legal, valid and binding obligation of the FGIC Member, enforceable against the FGIC Member in accordance with its tenns.

(2) FIRPTA and OF AC Compliance. The FGIC Member is not a "foreign person" within the meaning of Section 1445(±) of the Code. Neither the FGIC Member nor any Person having a direct common equity interest in the FGIC Member (i) appears on the Specially Designated Nationals and Blocked Persons List of OFAC or the Annex to United States Executive Order 1 32224-Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, or (ii) is a Prohibited Person. The portion of the Assets and other monies used to fund the FGIC Member's investment in the Company are not invested for the benefit of, or related in any way to, the government of, or persons within, any country under a U.S . embargo enforced by OFAC. The portion of the Assets and other monies used to fund the FGIC Member' s investment in the Company were received by

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FGIC pursuant to the Plan and FGIC has no knowledge that they were derived from or related to any illegal activities, including, without limitation, money laundering activities. The proceeds from the FGIC Member' s investment in the Company shall not be used to finance any illegal activities. Notwithstanding anything to contrary contained herein, nothing contained in this Section 2 .8(b)(2) shall apply to, restrict or relate to any COPs or any beneficial interests therein or in any publicly traded securities held by any Person.

(3) No Conflicts. Neither the execution, delivery and perfonnance of this Agreement nor the consummation of the transactions contemplated hereby, violate or conflict with, result in the breach or tennination of or constitute a default under any provisions of any direction letter, agreement, organizational or charter document, or judicial order to which the FGIC Member or any of its Affiliates is a party or is subject.

(4) Securities Act Compliance. The FGIC Member shall not solicit offers to buy from or otherwise approach or negotiate in respect thereof with any Person or Persons whomsoever all or any portion of its Membership Interest in any manner that would violate or cause the Company or any Member to violate applicable federal or state securities laws or any other applicable laws or regulations of any governmental authority having jurisdiction. None of the FGIC Member' s Membership Interests are registered under the Securities Act or any state securities laws.

Section 2.9. No State Law Partnership. The Company shall not be a partnership or joint venture under any state or federal law, and no Member shall be a partner or joint venturer of any other Member for any purposes, in each case, other than under the Code and other applicable tax laws, and this Agreement may not be construed otherwise.

Section 2. 1 0. Compliance with Anti-Corruption Laws.

(a) Each Member hereby represents, warrants, covenants and agrees on behalf of itself and, to the extent applicable, its Affiliates, that neither it nor its Affiliates nor any of their respective members, officers, directors, employees, agents or representatives acting on their behalf, directly or indirectly, have made or will make in connection with the Company or any of its Subsidiaries or their respective businesses any offer payment, authorization or promise to pay any money or to give any gift or anything else of value to any Government Official, for the purpose of influencing an official act or decision of that Government Official, inducing that Government Official to omit to do any act in violation of his or her lawful duty, securing any improper advantage, or inducing that Government Official to use his or her influence with a government, instrumentality or public international organization, to affect or influence any government act or decision, or in order to assist the Company or any of its Subsidiaries in obtaining or retaining business, nor have any of them otherwise taken nor will any of them otherwise take any action that would cause the Company or any of its Subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1 977, as amended (the "FCPA") or any applicable law of similar effect. Notwithstanding anything to contrary contained herein, nothing contained in this Section 2. 1 O(a) shall apply to, restrict or relate to any COPs or any beneficial interests therein or in any publicly traded securities held by any Person.

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(b) Each Member hereby represents, warrants, covenants and agrees on behalf of itself and, to the extent applicable, its Affiliates, that neither it nor its Affiliates has conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Government Official or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with the FCP A or any applicable law of similar effect that could reasonably be expected to have an adverse effect on the Company or the other Members. Each Member hereby represents, warrants, covenants and agrees on behalf of itself and its Affiliates that neither it nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives acting on their behalf, have received any notice or citation for any actual or potential noncompliance with any of the foregoing provisions of this Section 2. 1 0, and such Member will immediately notify the other Member of the receipt of any such notice or citation.

ARTICLE 3

MEMBERS; DISPOSITIONS OF INTERESTS

Section 3 . 1 . Members. The initial Members of the Company are the COPs Trust Members and the FGIC Member, each of which is admitted to the Company as a Member as of the Effective Date.

Section 3 .2 . Dispositions of Membership Interests.

(a) General Restriction. Except as otherwise expressly pennitted in this Section 3 .2, any direct or indirect transfer, assignment or other disposition (voluntarily, involuntarily or by operation of law), or any pledge, mortgage, hypothecation, grant of a security interest in, or other encumbrance (an "Encumbrance"), of all or any portion of any Membership Interest (each of the foregoing, including any Encumbrance, a "Transfer") is prohibited. Any attempted Transfer of all or any portion of a Membership Interest, other than in strict accordance with this Section 3 .2, shall be void. Except for the Pennitted Transfers, (x) any Transfer of all or any portion of a Membership Interest may be made and (y) any Person to whom such Membership Interest is intended to be Transferred may be admitted to the Company as a Member, in each case, only with the prior written consent of the FGIC Member, which may be given or withheld in the FGIC Member' s sole and absolute discretion; provided that the FGIC Member will consent to the transfer or assignment of Membership Interests (whether individually or collectively with any other transfer or assigmnent of Membership Interests) acquired as a result of any Class A Member Preferred Capital Contributions or Class B Member Capital Contributions provided that the FGIC Member, in its judgment, has determined that such transfer or assigmnent could not be reasonably expected to (i) result in the Company being treated as a publicly traded partnership that is taxed as a corporation under Section 7704(a) of the Code or (ii) otherwise have tax or other consequences that are materially adverse to the Company or any of its Members; provided further that FGIC may not transfer its Membership Interest in its capacity as the FGIC Member except in compliance with Section 4.5(a)(14). In connection with any Transfer of a Membership Interest or any portion thereof (including Permitted Transfers), and any admission of an assignee as a Member, the Member making such Transfer and the assignee shall furnish the FGIC Member with such documents regarding the Transfer as the FGIC Member may reasonably request (in fonn and substance reasonably satisfactory to the FGIC Member), including a copy of the Transfer instrument and a ratification

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by the assignee of this Agreement (if the assignee is to be admitted as a Member). Notwithstanding anything to contrary contained herein, nothing contained in this Section 3 .2(a) shall apply to, restrict or relate to (i) the right of the Trustees to resign from their role as Trustees in accordance with the tenns of the Indentures, (ii) any transfer or assignment of COPs or any beneficial interests therein, (iii) any transfer or assigmnent of any direct or indirect equity interest in FGIC or (iv) any transfer or assignment of publicly traded securities held by any Person.

(b) Pennitted Transfers. The following Transfers shall be pennitted and shall not require the consent of any Member (the "Permitted Transfers"): (i) any Transfer of any direct or indirect interest in the COPs or any beneficial interests therein, (ii) any Transfer of any direct or indirect equity interest in FGIC, (iii) any transfer or assigmnent of all or any portion of any Member's Membership Interests to any other Member or its Affiliate, (iv) any transfer or assignment of all or any portion of the Membership Interests of the FGIC Member to any Affiliate of the FGIC Member, and (v) any transfer or assignment by FGIC of all or any portion of the Membership Interests that FGIC may acquire as a result of FGIC making any Class A Member Preferred Capital Contributions or Class B Member Capital Contributions, unless such transfer or assignment pursuant to this clause (v), individually or collectively with any other transfer or assigmnent of Membership Interests, could, in the FGIC Member's judgment, be reasonably expected to result in the Company being treated as a publicly traded partnership that is taxed as a corporation under Section 7704(a) of the Code, or, in the FGIC Member's judgment, be reasonably expected to otherwise have tax consequences that are materially adverse to the Company or its Members. No Transfer of the Membership Interests of the COPs Trust Members shall be permitted except with the prior written consent of the FGIC Member, which may be given or withheld in the FGIC Member' s sole and absolute discretion.

(c) Transfers and Financing Documents. Notwithstanding anything in this Section 3 .2 to the contrary, no Member shall Transfer any of its Membership Interest to the extent that such Transfer may cause the Company to be in violation of the Financing Documents.

Section 3 .3 . Creation of Additional Membership Interests.

(a) Additional Membership Interests may be created and issued to existing Members or to other Persons, and such other Persons may be admitted to the Company as Members, (i) with the prior written approval of the FGIC Member on such tenns and conditions as the FGIC Member may determine at the time of admission in its sole and absolute discretion, provided that (I) all of the existing Membership Interests of all the existing Members, other than the FGIC Member, suffer substantially the same economic effect from such admission, (II) such additional Membership Interests are not issued to FGIC, an Affiliate of FGIC, or any officer, director, employee, agent or servant of FGIC or an Affiliate of FGIC, (III) the Capital Contributions made in respect of such additional Membership Interests shall be applied for purposes not inconsistent with the Business Plan, and (IV) the Company shall comply with the provisions of Section 3 .3(b) in respect of the preemptive rights of the COPs Holders, (ii) so long as such additional Membership Interests are issued to a Development Manager on such terms and conditions as the FGIC Member may determine at the time of admission with the approval of the COPs Trust Members at the direction of the Majority of Holders, (iii) pursuant to Section 6 . 1 hereof, or (iv) with the prior written approval o f the FGIC Member and the COPs Trust

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Members at the direction of the Majority of Holders, on such tenns and conditions as the FGIC Member may, with the approval of the COPs Trust Members at the direction of the Majority of Holders, detennine at the time of admission. If the FGIC Member exercises its rights under clauses (i), (ii), (iii) or (iv) of the prior sentence, the FGIC Member may reflect the admission of any new Members or the creation of any new class or group of Membership Interests in an amendment to this Agreement which shall be valid if executed only by the FGIC Member.

(b) If the Company shall detennine to issue additional Membership Interests as provided in Section 3 . 3(a)(i), the Company shall first offer to all COPs Holders (including FGIC as a direct or beneficial owner of COPs by virtue of having paid policy claims or otherwise) the right to purchase its respective Pro Rata Share of such additional Membership Interests, such Pro Rata Share being detennined as of a record date selected by the Company for such purposes. Such offering shall be conducted on customary tenns, except that public disclosure regarding such offering shall be made, and infonnation regarding such offering shall be provided to the COPs Holders, in accordance with procedures similar to those set forth in Section 6. l (b) in respect of the offering of Membership Interests acquired for Class B Member Capital Contributions.

Section 3 .4. Resignation. A Member may not resign or withdraw from the Company without the prior written consent of the FGIC Member, provided, however, that nothing herein shall apply to, restrict or relate to the right of the Trustees to resign from their role as Trustees in accordance with the terms of the Indentures. Upon thirty (30) days prior written notice to the COPs Trust Members, the FGIC Member may resign or withdraw from the Company; provided, however, that the FGIC Member shall not resign or withdraw from the Company unless (i) at the time there shall be a replacement FGIC Member appointed in accordance with Section 4.5(a)(1 4), which such replacement, the Members agree, will be paid a reasonable compensation by the Company for its efforts as detennined by the FGIC Member, (ii) such resignation or withdrawal shall be approved by the Majority of Holders, or (iii) such resignation or withdrawal shall be approved by a court of competent jurisdiction.

Section 3 .5 . Liability to Third Parties. Each Member acknowledges and agrees that the terms of Article 6 are a part of this Agreement solely for the individual benefit of the Members, are not an asset of the Company and may not be relied on by any Lender, creditor or other third party having dealings with the Company. Subject to the terms and conditions of this Agreement, no Member has an obligation to guarantee the return of any other Member' s Capital Contribution or any interest or other return thereon.

ARTICLE 4 MANAGEMENT OF THE COMPANY

Section 4. 1 . Management of the Company. Subject to the terms of Section 4.2, Section 4.3, Section 4.4, Section 4.5 and Section 4.6, the Members shall have the following rights and obligations with respect to the management of the Company and the authority to act on behalf of and bind the Company:

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(a) Authority of FGIC Member.

( 1 ) Except as otherwise expressly set forth in this Agreement, all management rights shall vest solely in the FGIC Member. Without limiting the foregoing but subject to the express provisions of this Agreement, the FGIC Member shall have the sole authority to make, and full authority, at its election, to implement all decisions on behalf of the Company, and to act on behalf of and bind the Company. Subject to the limitations on the authority of the FGIC Member expressly set forth in this Agreement and under applicable law, the business and affairs of the Company shall be conducted and managed solely by the FGIC Member and the FGIC Member shall have complete and exclusive authority and shall be solely entitled on behalf of the Company to make any and all decisions relating to the business and affairs of the Company.

(2) The FGIC Member, as the operating Member of the Company, (A) shall have the power and authority to, implement the Business Plan and otherwise seek to ensure that each Asset, including, without limitation, each of the Prope1iies, is developed, managed and operated in accordance with this Agreement, (B) shall have the power and authority to manage, or cause the Development Manager, if any, to manage the day to day affairs of the Company and the Properties in accordance with the Business Plan, except where (i) the approval of the Members is expressly required by non-waivable provisions of applicable law or (ii) otherwise provided under this Agreement, and (C) shall have such other power and authority as may be expressly provided to the FGIC Member in this Agreement.

(3) Without limiting, but in furtherance of, the tenns of Section 4. 1 1 hereof, the FGIC Member shall not be liable, responsible or accountable in damages or otherwise to the Company or to any other Member for (A) any act perfonned within the scope of the authority conferred on the FGIC Member by this Agreement, (B) the FGIC Member's failure or refusal to perform any act, except those acts expressly required to be perfonned pursuant to the terms of this Agreement, (C) the FGIC Member' s perfonnance of, or failure to perfo1m, any act in reliance on advice of legal counsel to either the FGIC Member or the Company, or (D) the negligence, reckless or willful misconduct, dishonesty or bad faith of any agent, consultant or broker of the Company selected, engaged or retained in good faith.

(b) The FGIC Member' s duties under this Section 4. 1 generally are to provide, subject to the limitations imposed on it by the tenns hereof and at the expense of the Company, customary management services for the Company and its Assets from time to time, including preparing and updating the Business Plan (as described in Section 4.6). The FGIC Member shall administer or cause to be administered, at the expense of the Company, the Properties and other Assets and any Subsidiaries for the benefit of the Company in accordance with the applicable Business Plan. The duties shall include the following:

( 1 ) seeking to implement the Business Plan and all Major Decisions approved by the Members in accordance with Section 4.5 ;

(2) from and after the time that title to the Properties shall be acquired by the Company, maintaining records reflecting the status of taxes, assessments and other similar

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items that are or may become liens on any Property, and the status of any insurance premiums, real estate taxes, ground rents, mortgages and other expenses payable in respect thereof;

(3) from and after the time that title to the Properties shall be acquired by the Company, causing the Company to obtain and maintain (A) a standard hazard insurance policy providing fire and extended coverage insurance in an amount equal to the full insurable value of the Properties, (B) comprehensive general liability insurance including bodily injury, death and property damage liability in usual and customary amounts and (C) to the extent required and available under the Flood Disaster Protection Act of 1 973, as amended, flood insurance, with each such insurance policy naming the Company or its applicable Subsidiary as a loss payee; provided that, in all events, the insurance coverages and fonns and amounts thereof will not be less than that required to be maintained by the Company pursuant to the tenns of any Financing Documents or any lease of the applicable Property;

( 4) from and after the time that title to the Properties shall be acquired by the Company, reviewing files, conducting physical inspections of the Properties, reviewing and assessing any liens on or other encumbrances to the title of the Properties, and securing environmental reports;

(5) preparing and maintaining financial records with respect to the Company, each Subsidiary and the Properties, as applicable;

(6) complying with, and causing the Company and each Subsidiary to comply with, all of the tenns and provisions of any Financing Documents;

(7) from and after the time that title to the Properties shall be acquired by the Company, complying with, and causing the Company, and each Subsidiary to comply with, all pennits required for the use and operation of the Properties, and all applicable laws affecting the Properties;

(8) overseeing the services and work of the Development Manager and all other service providers of the Company pursuant to Third Party Contracts; and

(9) investing and reinvesting any funds of the Company, including any such funds held in Reserves pending the application of such funds in the business of the Company or distribution of such funds in accordance with the tenns hereof; provided that Company funds shall only be invested in Pennitted Investments, and any such funds may be held in cash and uninvested as detennined by the FGIC Member in its sole discretion; provided further that neither the FGIC Member nor either of the COPs Trust Members shall be accountable for, or have any liability with respect to or in connection with, any depreciation in the value of any Pennitted Investments or for any losses incurred upon any investment of funds or any authorized disposition thereof.

( c) To the extent not inconsistent with the Business Plan, the FGIC Member shall, in its reasonable judgment, determine the necessity or desirability of entering into agreements, at the Company' s or any Subsidiary' s expense, with third parties ("Third Party Contracts"), to perform certain duties and provide certain services the FGIC Member reasonably deems necessary, with respect to the Properties, including, without limitation, any Development

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Management Agreement, construction management agreement or similar agreement with respect to the development of the Properties and the construction of the improvements thereon or related thereto, on such tenns and conditions as the FGIC Member shall detennine in good faith. Notwithstanding anything to the contrary contained herein, the execution and delivery of any document by the Company to any third party pursuant to any action authorized or pennitted hereby may be executed and delivered by the FGIC Member acting alone, without the execution and delivery of such document by the COPs Trust Members or any other Member or party. Any third party shall be entitled to rely on such document as having been authorized pursuant to this Agreement. Except as otherwise expressly provided herein, no Member other than the FGIC Member, whether acting alone or together with any other party, is empowered or authorized to execute or deliver any document on behalf of the Company.

Section 4.2. Authority of COPs Trust Members and Other Members. Without the express prior written consent of the FGIC Member, the COPs Trust Members and the other Members (other than the FGIC Member) shall have no authority to take any action on behalf of, or to bind in any way, the Company or any Subsidiary. Each Member, other than the FGIC Member, shall only have the consent, voting or approval rights that are expressly granted to such Member in this Agreement or expressly required under applicable law.

Section 4.3 . Meeting of Members.

(a) Meetings. Meetings of the Members may be called by the FGIC Member at any time by delivering a notice at least two (2) Business Days' prior to any such meeting to the other Members that includes a description of the matters regarding Company business that such Member may wish to discuss at such meeting.

(b) Procedure. Each meeting of the Members shall be held telephonically (as further described in this paragraph) unless the FGIC Member detennines that circumstances reasonably dictate the need for an in-person meeting. Attendance of a Person at a meeting shall constitute a waiver of notice of such meeting, unless such Person attends the meeting for the purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any meeting may take place by means of telephone conference, video conference, or similar communication equipment by means of which all Persons participating therein can hear each other.

Section 4.4. FGIC Member Decisions. Except as expressly set forth in this Agreement, no action shall be taken, sum expended, or obligation incurred on behalf of the Company or any of its Subsidiaries without the express written approval of the FGIC Member with respect thereto. Except as expressly set forth in this Agreement, the FGIC Member shall have the sole authority, without the consent or approval of the COPs Trust Members or any other Member, to make each of the decisions, determinations, elections, consents and approvals regarding any actions or inactions to be made by the Company or any Subsidiary under this Agreement or otherwise, and/or with respect to any matter relating to the Company, any Subsidiary and/or the Properties, other than the matters expressly designated under Section 4.5 hereof as requiring the consent or deemed consent of the COPs Trust Members.

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Section 4.5. Major Decisions.

(a) Notwithstanding anything to the contrary contained in the Agreement, the following actions shall constitute decisions that shall require the participation and agreement of the FGIC Member and either (i) the consent of the COPs Trust Members at the direction of the Majority of Holders or (ii) the deemed consent of the COPs Trust Members and the Majority of Holders in accordance with the provisions of this Section 4.5 hereof (the "Major Decisions"):

the Business Plan,

( 1 ) approve the Initial Business Plan,

(2) approve any material amendment, modification or supplement to

(3) submit the Development Proposal to the City, or make any material amendment, modification or supplement to such Development Proposal,

(4) sell, transfer or otherwise dispose of the B Notes in excess of (i) $5 million face value in any single transaction, or (ii) $ 1 5 million face value in the aggregate,

(5) sell, transfer or otherwise dispose of the C Notes in excess of (i) $5 million face value in any single transaction, or (ii) $ 1 5 million face value in the aggregate,

(6) sell, transfer or otherwise dispose of the Class 9 Settlement Credits in excess of $5 million in the aggregate,

(7) apply Class 9 Settlement Credits to the purchase of real property,

(8) incur any Financing in excess of $ 1 ,000,000 or materially modify the terms of any previously approved Financing in excess of $ 1 ,000,000,

(9) appoint or replace any Person as the Development Manager, provided, however, that the consent of the COPs Trust Members at the direction of the Majority of Holders in this regard shall not be unreasonably withheld, conditioned or delayed,

( 1 0) agree to the fees and cost reimbursements payable to the Development Manager which, in the FGIC Member's reasonable judgment, shall be (i) paid solely for services actually performed or to be performed for the Company, and (ii) based on fees payable to arms-length managers of comparable projects involving comparable amounts of work, provided, however, that the consent of the COPs Trust Members at the direction of the Majority of Holders in this regard shall not be unreasonably withheld, conditioned or delayed,

the JLA Rights, ( 1 1 ) sell, transfer or otherwise dispose of all or any material portion of

( 1 2) do any act, or cause the Company or any Subsidiary to do any act, in contravention of this Agreement, or its applicable organizational documents,

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( 1 3) engage in any business activity of the Company or any of its Subsidiaries that is not within the purposes of the Company set forth in Section 2.5, and

( 1 4) appoint any Person other than FGIC or an Affiliate thereof to become the FGIC Member, or agree to the fees payable to such Person or any amendment of such fees.

(b) Notwithstanding anything to the contrary contained herein, whenever the consent or approval of the Majority of Holders, or the COPs Trust Members at the direction of the Majority of Holders, is required or requested by the FGIC Member pursuant to the tenns of this Agreement with respect to any Major Decision or otherwise, such consent or approval shall be deemed to have been given by the COPs Trust Members, the COPs Trust Members at the direction of the Majority of Holders, and the Majority of Holders, if the COPs Trust Members shall not have received written directions from the Majority of Holders to object to such request for consent or approval and delivered their written objections thereto to the FGIC Member on or before the applicable Response Deadline with respect to such Major Decision or other request for consent or approval. As used in this Agreement, "Response Deadline" means, 5 :00 p.m., New York City time, on the date set forth in clause (b)(l), ill, ill or ill below, as applicable:

( 1 ) the date that is twenty (20) days following the FGIC Member's delivery to, and receipt of notice by, the COPs Trust Members and the Designated Representative of the request for consent by the COPs Trust Members at the direction of the Majority of Holders in the case of Major Decisions described in Section 4.5(a)(l) - (8), (1 1), (1 2) and (1 3);

(2) the date that is ten ( 1 0) days following the FGIC Member's delivery to, and receipt of notice by, the COPs Trust Members and the Designated Representative of the request for consent by the COPs Trust Members at the direction of the Majority of Holders in the case of Major Decisions described in Section 4.5(a)(9), (1 0) and (14);

(3) the date that is fifteen ( 1 5) days following the FGIC Member's delivery to, and receipt of notice by, the COPs Trust Members and the Designated Representative of the request for approval by the COPs Trust Members at the direction of the Majority of Holders in the case of approvals described in Section 7.2; and

(4) the date that is ten ( 1 0) days following the FGIC Member' s delivery to, and receipt of notice by, the COPs Trust Members and the Designated Representative of the request for consent or approval by the Majority of Holders or the COPs Trust Members at the direction of the Majority of Holders in the case of any other consents or approvals that may be sought other than those described in clauses ( 1 ) through (3) above.

(c) In connection with any request for consent or approval of the Majority of Holders or the COPs Trust Members at the direction of the Majority of Holders as provided in Section 4.5(b) above, the Company shall, at substantially the same time, (i) (x) deliver the request for consent or approval, and (y) deliver or make available (e.g., on a password protected website) the relevant Decision Information, to the Designated Representative and each Restricted COPs Holder; (ii) deliver to the Trustees, for distribution through DTC to DTC participants, a

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notice, suitable for public dissemination, of the Major Decision or other request for consent or approval, together with instructions that a COPs Holder must follow in order to execute an NDA and receive the relevant Decision Infonnation; and (iii) make a public announcement, by press release or otherwise, of the notice and instructions described in clause (ii). If any COPs Holder who at the time is not a Restricted COPs Holder shall thereafter execute and deliver to the Company an NDA and shall thereupon become a Restricted COPs Holder, the Company shall, as promptly as practicable thereafter, deliver or make available the relevant Decision Information to such COPs Holder.

(d) Notwithstanding anything to the contrary herein, the FGIC Member shall have the right, without the consent of the COPs Trust Members, any other Member or any COPs Holder, to take Emergency Actions. In the event that the FGIC Member concludes that an Emergency Action must be taken that would otherwise be prohibited under this Agreement, the FGIC Member shall use commercially reasonable efforts to give written notice to the COPs Trust Members and the Designated Representative that it proposes to take such Emergency Action and, in any event, shall promptly inform the COPs Trust Members, the Designated Representative and each Restricted COPs Holder that such Emergency Action has been taken.

Section 4.6. Business Plan and Budgets. The initial Business Plan for the Company is attached hereto as Exhibit A (the "Initial Business Plan"). The FGIC Member and the COPs Trust Members at the direction of the Majority of Holders hereby agree that the Initial Business Plan has been approved as a Major Decision pursuant to Section 4.5(a)(l). The Business Plan in effect at any time may be amended, modified or supplemented from time to time by the FGIC Member; provided, however, that any material amendment, modification or supplement to the Business Plan shall only be effective if approved as a Major Decision pursuant to Section 4.5(a)(2). The FGIC Member shall provide any such amended, modified or supplemented Business Plan to the COPs Trust Members (which Business Plan shall then replace the Business Plan in effect prior to such time).

(a) On or before March 3 1 , 201 6, the FGIC Member shall prepare and deliver to the Designated Representative and each Restricted COPs Holder a Budget with respect to the 201 6 Fiscal Year that is not inconsistent with the Business Plan. On or before December 1 5, 201 6 and on or before December 1 5th of each Fiscal Year thereafter, the FGIC Member shall prepare and deliver to the Designated Representative and each Restricted COPs Holder a Budget with respect to the following Fiscal Year that is not inconsistent with the Business Plan.

(b) The FGIC Member shall have the right, without the consent or approval of the COPs Trust Members or any COPs Holder, to update and amend the Budget from time to time and to provide such updated and amended Budget to the Designated Representative and to each Restricted COPs Holder (which updated and amended Budget shall then replace the Budget in effect prior to such time) provided that any Budget shall not be inconsistent with the Business Plan.

( 1 ) If a Budget for any Fiscal Year has not been provided in writing by the FGIC Member to the Designated Representative and the Restricted COPs Holders pursuant to Section 4.6(a) above by the commencement of such Fiscal Year, then the Company shall continue to operate under the Budget for the previous Fiscal Year until a new Budget, as

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provided by this Section 4.6, has been provided by the FGIC Member, except as follows: (A) the Budget for any non-discretionary expenditures over which the Company and the Subsidiaries have no reasonable control, such as insurance premiums for then existing coverage, interest and principal due to then existing creditors of the Company or any Subsidiary, and non-discretionary amounts payable pursuant to the terms of then existing contracts by which the Company or any Subsidiary is bound (collectively, "Non-Controllable Items"), shall be the amount required to pay such items, and, (B) the budget for any other items that are not Non-Controllable Items or capital expenditures shall be the applicable amount set forth in the then most recent Budget, such amounts in (B) being adjusted for inflation as reflected in the Consumer Price Index - All Urban Consumer (U.S . City - All Items) since the date of such most recent approved Budget and (C) the unexpended portion of any capital expenditures in the then most recent Budget shall continue.

(2) The FGIC Member shall be authorized, without the approval of the COPs Trust Members or the Designated Representative, (A) to make an expenditure if the same is not inconsistent with the Budget or the approved Business Plan, and (B) to make expenditures that are Non-Controllable Items and for Emergency Actions. Expenditures shall be deemed to be consistent with the Budget and, therefore, the FGIC Member shall be authorized, without the approval of the COPs Trust Members, to make such expenditures if the amount thereof, does not (x) cause the aggregate amount of all expenditures to exceed one hundred five percent ( 1 05%) of the aggregate amount for all items in such Budget, or (y) exceed one hundred ten percent ( 1 1 0%) (in the case of an operating budget) or one hundred five percent ( 1 05%) (in the case of a capital budget) of the amount for the applicable line item in such Budget.

( c) Each Budget shall include a budget for each of the material initiatives set forth in the then applicable Business Plan, and other matters directly or indirectly in furtherance of the Business Plan as the FGIC Member may reasonably determine.

( d) The Company shall hold and operate the Prope1iies and otherwise act with regard to the Properties and the business activities of the Company under and in compliance with the then applicable Business Plan until such time as any changes to such Business Plan are thereafter adopted or approved in accordance with this Section 4.6. The FGIC Member shall use commercially reasonable efforts to implement the then current, approved Business Plan on behalf of Company and may incur the expenditures and obligations provided for therein, subject to the express limitations set forth elsewhere in this Agreement and the requirements of any agreement to which the Company or any Subsidiary is a party.

Section 4.7 . Cost Reimbursement.

(a) The Company shall reimburse the FGIC Member for all reasonable costs and expenses incurred by the FGIC Member from and after December 1 0, 20 1 4 in connection with the FGIC Member's drafting, negotiation and execution of this Agreement, the FGIC Member's perfonnance of its obligations and duties hereunder, and its administration and operation of the Company and its Prope1iies and Subsidiaries, including, without limitation, the FGIC Member' s reasonably allocated employee costs and related overhead, and all in-house and reasonable attorney and other third party fees, costs and expenses, all without duplication of any such cost or expense for which the FGIC Member has been reimbursed under the terms of the

3 1 WEIL:l95222890130145259.0007

Indentures. The FGIC Member shall select legal counsel for the Company, which may be Weil, Gotshal & Manges LLP. The reasonable costs of such counsel shall be paid by the Company; provided, however, that in the event of any conflict between the Company and the FGIC Member, Weil, Gotshal & Manges LLP shall resign from representing the Company and may continue to represent the FGIC Member in connection therewith and in all other matters.

(b) The Company shall reimburse the COPs Trust Members for all costs and expenses incurred by the COPs Trust Members from and after December 1 0, 20 14 in connection with the COPs Trust Members' drafting, negotiation and execution of this Agreement and the COPs Trust Members' performance of its obligations and duties hereunder, all without duplication of any such cost or expense for which either of the COPs Trust Members or either of the Trustees has been reimbursed under the tenns of the Indentures.

(c) The Company shall reimburse the COPs Holders for the reasonable fees and disbursements of Kramer Levin Naftalis & Frankel LLP, as counsel to the Majority of Holders, incurred since December 1 0, 2014 in connection with the drafting, negotiation and execution of this Agreement.

Section 4.8 . Compensation of Members. Except as otherwise specifically provided herein, no compensatory payment shall be made by the Company to any Member for the services to the Company of such Member or any Affiliate, agent or employee of such Member.

Section 4.9. Transactions with Affiliates. When any service or activity to be performed on behalf of the Company or any of its Subsidiaries is performed by an Affiliate of a Member, the fees payable and the tenns for such service or activity shall not exceed the fees and terms for such service or activity which would be agreed to by the Company or such Subsidiary with an unaffiliated third party of comparable standing providing the same service or activity.

Section 4. 1 0. Company Defaults. Notwithstanding any contrary provision of this Agreement, if the Company or any Subsidiary shall receive notice of any breach or default by the Company or any Subsidiary with respect to its obligations under any Financing Document, loan, lease, other agreement, or applicable law, and the FGIC Member shall determine in its reasonable discretion that such breach or default may have a material adverse effect on the Company, any Subsidiary, any Property, the FGIC Member, or the COPs Trust Members, then the FGIC Member shall have the sole and exclusive control of the Company and the Subsidiaries for the purpose of taking any and all actions on behalf of the Company and the Subsidiaries as the FGIC Member deems necessary or advisable to cure the breach or default, including the modification of any Financing Document, loan, lease or other agreement, the granting of liens or security interests on or in Company assets, the expenditure of Company funds, or the performance of work at any Property; provided that without the consent of the COPs Trust Members at the direction of the Majority of Holders, there shall be no change or modification made to any Financing Documents to : (i) increase the principal amount of any indebtedness; (ii) increase the rate of interest on any indebtedness; (iii) accelerate the time for payment of interest on or principal of any indebtedness, whether at stated or accelerated maturity or otherwise; and (iv) change the ranking, whether payment or lien priority, of any indebtedness.

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Section 4. 1 1 . Indemnification; Exculpation; Duties.

(a) No Member or the Designated Representative shall have any liability, responsibility or accountability to the Company, to any other Member or to any other Person (including, without limitation, any other Person who has acquired any direct or indirect interest in the Company) for any loss, claim, damage, liability or expense (including actual attorneys' fees) suffered by the Company or any other Member or any such other Person which arises out of any action or inaction of such Member or the Designated Representative, including, without limitation, any act perfonned, or any failure or refusal to perfonn any act, under or in connection with this Agreement in each case regardless of whether such Member or Designated Representative continues to be a Member or the Designated Representative, except to the extent constituting gross negligence, willful misconduct or fraud as determined pursuant to a final, nonappealable detennination of a court of competent jurisdiction. Without limiting the generality of the foregoing, the FGIC Member, all other Members and the Designated Representative shall be fully protected in relying in good faith upon the records of the Company and upon such infonnation, opinions, reports or statements presented to the Company by any of its other Members, officers, or employees, or by any other Person as to matters the FGIC Member and/or such other Members and/or the Designated Representative reasonably believe are within such other Person' s professional or expe1i competence and who has been selected with reasonable care by or on behalf of the Company, including infonnation, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or the fairness to the Company of any transaction.

In no event shall any Affiliate of any Member or the Designated Representative or any direct or indirect officers, directors, partners, members, managers, shareholders, employees, representatives or agents of any Member or any Affiliate of any Member or the Designated Representative have any liability under this Agreement or otherwise to the Company, any Member or any other Person (including, without limitation, any other Person who has acquired any direct or indirect interest in the Company) for any loss suffered by the Company, any Member or such other Person; provided, that the foregoing shall not relieve any Affiliate of any Member or the Designated Representative from any liability that such Affiliate may have under a separate written agreement, including any indemnity, guaranty or other agreement, between the Company or any Member and such Affiliate.

(b) Subject to the provisions of Section 4. 1 1 ( c), the Company shall indemnify, defend and hold harmless (but solely from the assets of the Company) each of the Members and the Designated Representative, their respective Affiliates and their respective direct and indirect officers, directors, partners, members, managers, shareholders, employees and agents (each, an "Indemnitee") from and against any and all losses, claims, damages, liabilities, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of (i) the business, affairs or assets of the Company or any of its Subsidiaries, (ii) the management of the business, affairs or assets of the Company or any of its Subsidiaries or (iii) such Indemnitee 's status as a Member, Designated Representative, an Affiliate of a Member, or Designated Representative, an officer, director, partner, member, manager, shareholder, employee or agent of a Member or of an Affiliate of a

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Member, or the Designated Representative, or any other Person serving at the request of the Company, the FGIC Member or an At1iliate of the FGlC Member in another entity in a similar capacity, in each case which relates to or arises out of the Company or any of its Subsidiaries, their respective business, affairs or assets, and in each case regardless of whether such Indemnitee continues to be a Member, an Affiliate of a Member, an officer, director, partner, member, manager, shareholder, employee or agent of a Member or of an Affiliate of a Member, at the time any such liability or expense is paid or incurred, and regardless of whether the liability or expense accrued at or relates to, in whole or in part, any time before, on or after the Effective Date. Notwithstanding the foregoing, with respect to any matter for which one or more Indemnitees shall be entitled to indemnification by the Company pursuant to this Section 4. 1 l(b ), such Indemnitees shall be defended by the same counsel unless (x) any such Indemnitee shall have reasonably concluded that there are any legal defenses available to it that are different from or in addition to those available to the other Indemnitees or the Company or (y) there is a conflict of interest to have such Indemnitee be defended by the same counsel as the Company or together with the other Indemnitees, in which cases such Indemnitee shall have the right to select separate counsel to defend such Indemnitee (at the reasonable expense of the Company).

(c) An Indemnitee shall not be entitled to indemnification under Section 4. 1 1 (b) with respect to any claim, issue or matter in which a final judgment or adjudication adverse to such Indemnitee, which is not subject to further appeal, establishes that such Indemnitee's acts constituted gross negligence, willful misconduct or fraud. Further, notwithstanding anything to the contrary contained herein, the Designated Representative shall not be entitled to indemnification under this Section 4. 1 1 or otherwise hereunder with respect to any assertion of liability or claim or portion thereof, directly or indirectly, by or on behalf of any COPs Holder, except that, if, as promptly as practicable upon learning of any assertion of liability or claim against the Designated Representative arising from the Designated Representative 's perfonnance of its duties or responsibilities under this Agreement by or on behalf of any COPs Holder (a "COPs Holder Claim"), the Designated Representative gives written notice of such COPs Holder Claim to the Company, the Company shall indemnify, hold hannless, and reimburse the Designated Representative (but solely from the assets of the Company) for, and only for, the reasonable attorneys ' fees and expenses and other related defense costs actually incurred by the Designated Representative in defending any such COPs Holder Claim that is brought or threatened, except to the extent the Designated Representative is found by a court of competent jurisdiction in a final, non-appealable order to be liable under such COPs Holders Claim as a result of the gross negligence, willful misconduct or fraud of the Designated Representative; provided, however, that the attorneys engaged by the Designated Representative for these purposes shall be reasonably acceptable to the Company and the FGIC Member. The Designated Representative shall be entitled to obtain advances from the Company to cover the aforesaid attorneys' fees (solely out of the assets of the Company); provided, however, that the Designated Representative shall immediately repay the amounts so advanced to the Company upon the entry of a final, non-appealable order finding that the Designated Representative was not entitled to indemnity under the provisions of this Section 4. 1 l (c).

( d) The indemnification provided under this Section 4. 1 1 (i) shall be in addition to, and not in limitation of, any other rights to which any Indemnitee may be entitled under any other agreement, contract or instrument or as a matter of law or otherwise, both as to action in such Indemnitee' s capacity as a Member, an Affiliate of a Member, an officer, director,

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partner, member, manager, shareholder, employee or agent of a Member or of an Affiliate of a Member and as to action in any other capacity, (ii) shall continue as to any Indemnitee who has ceased to serve in such capacity and (iii) shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of each Indemnitee.

(e) The FGIC Member and the Company shall, subject to the requirements and limitations of Section 4. 1 3 , purchase and maintain insurance, at the expense of the Company, to the extent and in such amounts as the FGIC Member shall, in its good faith discretion, deem reasonable, on behalf of Indemnitees and such other Persons as the FGIC Member shall reasonably detennine, against any liability that may be asserted against, or expense that may be incurred by, any such Person in connection with activities of the Company or any such Indemnitee, regardless of whether the Company would have the power to indemnify such Person against such liability pursuant to the provisions of this Agreement. Without limiting the generality of the foregoing, and to the extent set forth in the Budget, the Company shall maintain (or cause to be maintained) customary directors and officers insurance for the benefit of all individuals serving as (i) members of the Board of Directors of any of the Company's Subsidiaries and/or (ii) officers of the Company and any of the Company' s Subsidiaries . The FGIC Member and the Company may enter into indemnity contracts consistent with the provisions of this Section 4. 1 1 with any Indemnitee and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 4. 1 1 and containing such other procedures regarding indemnification as the FGIC Member determines in good faith are appropriate.

(f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 4. 1 1 solely by reason of such Indemnitee having an interest in the transaction with respect to which the indemnification arises or relates if the transaction was otherwise permitted (and duly approved, if applicable) by the tenns of this Agreement.

(g) If a claim or assertion of liability is made against an Indemnitee by any third party that, if prevailed upon by any such third party, would result in that party being entitled to indemnification as an Indemnitee pursuant to this Section 4. 1 1 ("Claim"), the Indemnitee will, upon learning of the Claim, give written notice of the Claim to the Company and request the Company to defend the Claim at the Company's sole cost and expense with counsel reasonably acceptable to the Indemnitee. Failure to so notify the Company will not relieve the Company of any liability that the Company may have to such Indemnitee except to the extent that such failure actually and materially prejudices the Company' s legal position. The Company shall have the obligation to defend the Indemnitee against the Claim if such Indemnitee is entitled to indemnification pursuant to this Section 4. 1 1 . The Indemnitee shall be required to cooperate in all reasonable respects with the defense of any Claim.

(h) The Company shall not be liable under this Section 4. 1 1 for the settlement by or on behalf of any Indemnitee of any matter for which such Indemnitee would otherwise be entitled to indemnification under this Section 4. 1 1 which is made without the FGIC Member's consent. If all matters relating to a Claim can be settled by the payment of money and without the need to admit liability on an Indemnitee's part, then the FGIC Member, on behalf of the Company, shall have the right to settle such action or proceeding without such Indemnitee' s consent, and the Company shall have no obligation under this Section 4. 1 1 with respect to such

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matter or other actions or proceedings involving the same or related facts if such Indemnitee refuses to agree to such settlement. If all matters relating to a Claim cannot be settled by the payment of money and without the need to admit liability on an Indemnitee' s part, then the Company shall not settle such action or proceeding without such Indemnitee's consent, which consent shall not be unreasonably withheld, conditioned or delayed, and if such Indemnitee unreasonably withholds, conditions or delays its consent to any such settlement, then the Company shall have no obligation under this Section 4. 1 1 with respect to such matter or other actions or proceedings involving the same or related facts.

(i) To the extent that the Company makes any indemnification payment to an Indemnitee hereunder that should have been paid by a third party, or any Subsidiary or to the extent such Indemnitee is entitled to recover any amount with respect to a Claim under any insurance maintained by the Company on behalf of such Indemnitee, then (A) the Company shall be fully subrogated to the rights of such Indemnitee against such third party, Subsidiary or insurer for such payment, (B) such Indemnitee shall assign to the Company all of its rights to such indemnification, advancement or contribution and provide reasonable cooperation, at the expense of the Company, to recover payments through such indemnification, advancement or contribution, (C) such Indemnitee shall not waive, release or otherwise compromise the indemnity or contribution from such third party, Subsidiary or insurer and (D) to the extent such Indemnitee receives any proceeds of any indemnification, advancement or contribution from any third party, such Indemnitee shall reimburse the Company for any indemnification the Company has separately provided to such Indemnitee up to an amount which is the lesser of ( 1 ) the aggregate amount of such proceeds and (2) the indemnification payment such Indemnitee previously received from the Company.

(j) The provisions of this Section 4. 1 1 shall survive the Transfer of Membership Interests by any Member and the tennination of this Agreement.

(k) Whenever in this Agreement a Member, Designated Representative, or any other Person is permitted or required to make a decision or otherwise to take an action (including inaction) in good faith or in its discretion or sole discretion or under another express standard as to any such decision or other matter, such Person shall act under such express standard and shall not be subject to any other or different general standard imposed by this Agreement, or any applicable law or in equity; and if no express standard is stated as to any such decision or other matter, such Person may make a decision or otherwise to take an action (or inaction) in its sole discretion. All votes and decisions relating to Major Decisions shall be in the sole discretion of each Member and the Designated Representative, as applicable, except as otherwise provided in Section 4.5(a).

(1) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Members hereto or on their respective Affiliates. Further, the Members hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Company are only (i) as expressly set forth in this Agreement and (ii) those required under applicable law. To the extent that, at law or in equity, any Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or to another Member, the Members acting under or in connection with this

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Agreement will not be liable to the Company or to any such other Member for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict, eliminate or expand the duties and liabilities relating thereto of any Member otherwise existing at law or in equity, are agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto. Notwithstanding anything to the contrary contained herein, nothing herein is intended or shall be deemed to (i) waive any fiduciary or other duty of the Trustees arising under or in connection with the Indentures as provided therein or under applicable law or (ii) eliminate any indemnification obligations arising out of the Indentures.

Section 4. 1 2 . Conflicts of Interest. Subject to the other express prov1s10ns of this Agreement, each Member, and each partner, member, manager, officer, employee, director, shareholder, agent or Affiliate thereof may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including ones in competition with the Company, with no obligation to offer to the Company or any other Member, the right to paiiicipate therein or to account therefor.

Section 4. 1 3 . Insurance Coverage. The provisions of this Section 4. 1 3 shall apply from and after the time that title to the Properties shall be acquired by the Company.

(a) The FGIC Member, on behalf of, and at the expense of the Company and its Subsidiaries, shall seek to maintain in full force and effect "Special Form Causes of Loss" or "All Risk" coverage (including, at the FGIC Member' s option, earthquake and/or terrorism coverage) insuring the Properties and the Development for their replacement value (or with respect to earthquake and/or terrorism insurance such lesser amount as the FGIC Member may determine) .

(b) The FGIC Member, on behalf of, and at the expense of the Company and its Subsidiaries shall seek to maintain in full force and effect commercial general liability insurance (including broad form contractual, property damage and personal injury coverage) with such deductibles and with such limits for bodily injury or death and third-party property damage, as shall be determined by the FGIC Member. Such insurance coverage may be carried under "blanket" policies, but in all events must be the primary coverage for the Company and its Subsidiaries, and the FGIC Member for all Insurance Claims relating to the Properties.

( c) The FGIC Member, on behalf of, and at the expense of the Company and its Subsidiaries shall seek to maintain in full force and effect terrorism coverage insuring the Properties for their replacement value, which coverage shall be as determined by the FGIC Member.

( d) The FGIC Member, on behalf of, and at the expense of the Company and its Subsidiaries shall seek to maintain in full force and effect pollution coverage insuring the Properties, which coverage shall be reasonably acceptable to the FGIC Member.

(e) The FGIC Member shall provide the COPs Trust Members and the Designated Representative with certificates of insurance or other reasonably satisfactory documentation evidencing the insurance obtained in accordance with this Agreement. The FGIC

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Member shall provide the COPs Trust Members and the Designated Representative with notice of any changes to the insurance coverages herein described not less often than annually.

(f) Policies on behalf of the Company and its Subsidiaries shall (i) include a 30-day notice to both the FGIC Member and the COPs Trust Members of cancellation in the event of non-renewal, non-payment of premium or material change of tenns, (ii) be maintained with an insurance company licensed to do business in the State of Michigan and be reasonably acceptable to the FGIC Member, and (iii) with respect to the commercial general liability policy, name each of the FGIC Member and the COPs Trust Members as an additional insured.

Section 4. 14 . Six Month Evaluation.

(a) The FGIC Member and the Designated Representative shall confer, in good faith, from time to time regarding plans for the Development and alternatives for maximizing the value of the JLA Rights and other assets of the Company, including consideration of the development of the Properties by the Company, along with the Company' s related capital needs, and the marketing and potential sale of the JLA Rights and unused Class 9 Settlement Credits. No alternative shall necessarily be exclusive, and the FGIC Member may detennine to pursue multiple alternatives, for example advancing the development of the Properties, while also engaging in marketing activity with a view to monetizing the Company's assets through a sale at a current or future time. The determinations of the FGIC Member shall be reflected in the Business Plan, as amended from time to time pursuant to Section 4.5(a)(2). Nothing herein shall preclude the FGIC Member from otherwise proposing an amendment to the Business Plan pursuant to Section 4.5(a)(2), including if the FGIC Member and the Designated Representative are unable to arrive at a mutual detennination regarding plans for the Development.

(b) In the absence, at the relevant time, of either (x) a mutual determination of the FGIC Member and the Designated Representative as provided in Section 4. 14(a) or (y) the Company having entered into a definitive agreement or commitment with a third party to develop the Properties (whether as a partner, contractor or otherwise), within six (6) months following the Company' s acquisition of title to the Properties, at the request of the Designated Representative, the FGIC Member shall convene a meeting of the Members, the Designated Representative and the Restricted COPs Holders to discuss the Company' s plans for the Development. Notice of the meeting shall be (i) given to each Member, the Designated Representative and the Restricted COPs Holders; (ii) delivered to the Trustees, for distribution through DTC to DTC participants, together with instructions that a COPs Holder must follow in order to execute an NDA and participate in the meeting; and (iii) publicly announced, by press release or otherwise, including the instructions described in clause (ii). The meeting shall be held at the offices of the FGIC Member or at such other location within the City of New York as shall be designated by the FGIC Member not less than thirty (30) days after the date of distribution of the notice of meeting. The meeting may be attended telephonically or in person.

(c) Upon (i) the determination, from time to time, of a Minimum Price (as hereinafter defined) for a period of time each as determined by the FGIC Member and approved by the COPs Trust Members at the direction of the Majority of Holders, each in their sole and absolute discretion, and (ii) the written request of the COPs Trust Members delivered to the

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FGIC Member at the direction of the Majority of Holders not more than thirty (30) days after the date of such meeting, the FGlC Member shall amend the Business Plan pursuant to Section 4 .5(a)(2) to provide for the marketing and potential sale or other monetization of the JLA Rights and any unused Class 9 Settlement Credits then held by the Company, in whole, but not in part, and through one or more transactions during such agreed upon period, for an aggregate amount payable to the Company in cash as the result of such sale or other monetization that is not less than the minimum aggregate amount determined by the FGIC Member from time to time and approved by the COPs Trust Members at the direction of the Majority of Holders, each in their sole and absolute discretion (the "Minimum Price"). In no event shall the Company sell, assign, encumber or otherwise transfer the JLA Rights, or such unused Class 9 Settlement Credits, or any portion of any of the foregoing, or any direct or indirect interest therein through one or more transactions or otherwise, by sale or any other transaction that would result in the Company receiving therefrom an aggregate amount in cash less than the Minimum Price then in effect. Notwithstanding anything to the contrary contained herein, in the event the FGIC Member and the COPs Trust Members at the direction of the Majority of Holders cannot agree on a Minimum Price for an agreed upon period, then there shall be no sale, transfer, assignment or other monetization of the JLA Rights and any unused Class 9 Settlement Credits pursuant to the tenns of this Section 4. 1 4 during such period.

(d) The Members acknowledge and agree that (x) none of the Company, any of the Members and any of the COPs Holders have by this Agreement made any commitment or are under any obligation of any kind or nature to sell, transfer, assign, purchase or provide funds for the purchase of the JLA Rights or any such Class 9 Settlement Credits, or any direct or indirect interest therein, and (y) neither the Members nor any COPs Holder shall be required under the tenns of this Agreement to make any capital contribution (other than those actually made as of the Effective Date) or other advance of funds to the Company or to purchase any COPs or any beneficial interests therein.

Section 4. 1 5 . Designated Representative.

(a) The Company shall pay the Designated Representative, as full payment for all of his or her duties and services set forth herein, a fee of $ 1 00,000 per year payable in quarterly installments as follows: (i) within five Business Days after the Effective Date, the Company shall pay the Designated Representative the prorated portion of $25,000 for the quarter ending on March 3 1 , 201 6, and (ii) the Company shall pay the Designated Representative $25,000 on the first Business Day of each calendar quarter thereafter (each a "Quarterly DR Fee Payment Date") for so long as the Designated Representative serves in such function. The Designated Representative may resign (x) on 30 days' prior written notice to the FGIC Member and the COPs Trust Members, for immediate transmission to all COPs Holders, and (y) subject to the continuing obligation to refund to the Company the unearned portion of the Quarterly DR Fee Payment allocable to the days remaining in the subject quarter.

(b) Although the Designated Representative is designated by the Majority of Holders and is authorized to make decisions in the name of the Majority of Holders as and to the extent set forth herein, the Designated Representative is not in contractual privity with any COPs Holder and shall not have any fiduciary or other duties to the Trustees or to the COPs Holders collectively or individually; any such duties are hereby explicitly disclaimed. Notwithstanding

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any other provision of this Agreement, (i) the Company, the FGIC Member and the COPs Trust Members shall be entitled to rely on and enforce, and the COPs Holders and the COPs Trust Members shall be bound by, any action or decision taken, or omitted to be taken, by the Designated Representative in accordance with this Agreement, including in connection with Major Decisions, (ii) no Person, other than the COPs Holders, shall be a third party beneficiary of any actions or decisions taken, or omitted to be taken, by the Designated Representative, and (iii) the Designated Representative shall be exculpated as provided in Section 4. 1 1 . Anything to the contrary in this Agreement or any other agreement notwithstanding, neither the Designated Representative nor any of its Affiliates shall be liable for monetary damages to any COPS Holder for any action taken, or any omission, by the Designated Representative in connection with the perfonnance by the Designated Representative of its duties or responsibilities under this Agreement, the sole remedy of the COPs Holders with respect thereto being removal and replacement of the Designated Representative as provided in Section 4. 1 5(c) below. In the event that a COPs Holder shall assert a claim against the Designated Representative or any of its Affiliates with respect to the Designated Representative' s perfonnance of its duties or responsibilities under this Agreement in violation of this Agreement, in addition to any other remedies available to the Company or the Designated Representative, the Company or the Designated Representative shall be entitled to recover, without duplication, from the COPs Holder asserting such claim attorneys' fees and expenses and other related defense costs incurred by either of them in investigating or defending against such claim, including in any action to recover such attorneys' fees and expenses and other related defense costs. If a court of competent jurisdiction shall determine that the aforesaid limitation on monetary damages is unreasonable or unenforceable, it is the intention that such limitation shall be modified or amended by the court to render it enforceable to the maximum extent permitted by applicable law.

(c) The Majority of Holders may remove and replace the Designated Representative at any time, with or without cause, by giving notice to the FGIC Member, the Designated Representative and the COPs Trust Members, for immediate transmission to the COPs Holders, which notice shall include designation of a successor Designated Representative who shall succeed to the powers and rights of the replaced representative immediately, subject to the requirements of the last sentence of Section 1 1 . 1 l(c).

(d) One or more COPs Holders may elect, in its or their sole and absolute discretion, to pay additional amounts to the Designated Representative if, in such COPs Holders' sole and absolute judgment, such additional amounts are necessary to defray expenses of the Designated Representative, provided that neither the Company nor any other Member or COPs Holder shall have any obligation to pay such additional amounts; and provided further that notwithstanding such payment, the Designated Representative shall act in the best interests of all COPs Holders as a group.

(e) The Majority of Holders, acting in their own name and not through the Designated Representative, may discontinue the office of the Designated Representative by written direction to the FGIC Member, the COPs Trust Members and any other Members, whereupon all references to the Designated Representative herein shall be null and void; provided that where a provision of this Agreement requires the affirmative action of the

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Designated Representative, such action may be taken by the COPs Trust Members at the direction of the Majority of the Holders.

(t) On the Effective Date, the Designated Representative shall sign an NDA with respect to any and all infonnation provided to the Designated Representative at any time by the FGIC Member or the Company.

(g) In addition to the rights of the Designated Representative to examine the books and records of the Company under Section 5 . l(d), the FGIC Member shall give the Designated Representative reasonable access to the personnel and advisors of the FGIC Member on matters reasonably relating to the business and affairs of the Company, provided that the Designated Representative shall provide reasonable prior notice to the FGIC Member of its request to meet with such personnel and/or advisors, which notice shall specify the purpose or purposes of the requested meeting, and which meeting shall not unreasonably interfere with the business of the FGIC Member or its advisors.

ARTICLE 5 ACCOUNTING AND REPORTING

Section 5 . 1 . Fiscal Year, Accounts, Reports. The fiscal year of the Company shall be the calendar year (the "Fiscal Year").

(a) The Company shall keep or cause to be kept (including by a third party chosen by the FGIC Member in its sole discretion), at the Company' s expense, the books of account of the Company, each of its Subsidiaries and the Properties.

(b) The Company shall provide, or cause to be provided (including by a third party chosen by the FGIC Member in its sole discretion), the following to each Member, the Designated Representative and the Restricted COPs Holders:

( 1 ) ninety (90) days after the end of each Fiscal Year (or as soon thereafter as practicable), the Company' s annual audited financial statements, including a balance sheet, income statement and statement of cash flows, in each case prepared in accordance with GAAP as in effect on the date thereof, along with an operating summary relating to the Development; and

(2) sixty ( 60) days after the end of each of the first three fiscal quarters of each Fiscal Year (or as soon thereafter as practicable), the Company' s unaudited quarterly financial statements, including a balance sheet, income statement and statement of cash flows, in each case prepared in accordance with GAAP as in effect on the date thereof, along with an operating summary relating to the Development; provided that the quarterly financial statements shall not be required to include notes in compliance with GAAP, so long as the notes are sufficient for a fair understanding of the financial statements.

( c) The Company's independent auditor of national standing shall be selected by the FGIC Member, in its sole discretion, and may be FGIC's independent auditor. Each Member must respond to all audit and tax requests in a timely manner.

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( d) The books and records of the Company shall be kept at the principal place of business of the FGIC Member. Each Member, the Designated Representative and each Restricted COPs Holder, or their designated agents or employees, at their own expense, may upon reasonable notice to the FGIC Member, at all reasonable times during usual business hours audit, examine and make copies of or extracts from the books of account, records, files and bank statements of the Company.

In addition to the foregoing, the Company shall provide, or cause to be provided, to each Lender (with copies to each Member, the Designated Representative and COPs Holder that has signed and delivered to the Company an NDA with respect to such infonnation) all rep01is, documents and other items required pursuant to, and in the manner and within the time periods set forth in, the Financing Documents.

Section 5 .2 . Bank Accounts. The FGIC Member shall open and maintain (in the name of the Company) a separate bank account or accounts for the Company in a national commercial bank, as determined by the FGIC Member. Withdrawals therefrom shall be made upon the signatures of such Persons as the FGIC Member shall designate.

Section 6. 1 .

ARTICLE 6 CAPITAL CONTRIBUTIONS

Capital Contributions.

(a) Concurrently with the Effective Date, the FGIC Member and the COPs Trust Members have each made their respective Initial Capital Contribution to the Company.

(b) (i) In the event that at any time (or from time to time) the FGIC Member determines that additional funds are required by the Company for purposes not inconsistent with the Business Plan (including, without limitation, amounts required to fund any operating deficits of the Company for or in respect of its business or any of its obligations, expenses, costs, liabilities or expenditures for any Fiscal Year or any amounts required pursuant to Section 6. l(c)), then the FGIC Member may provide the COPs Holders with the opportunity to make a Capital Contribution to the Company (each, a "Class B Member Capital Contribution"), pursuant to the following procedures:

( 1 ) No later than five (5) Business Days before the Company issues the press release referred to in Section 6 . l (b)(i)(3) below, the FGIC Member shall deliver to the Designated Representative a notice in substantially the fonn that the Company proposes to deliver such notice to the COPs Holders. Such notice shall contain the following information:

(x) the aggregate amount of the funds in the form of Class B Capital Contributions that the Company is seeking to raise; and

(y) the Capital Contribution Infonnation.

(2) No later than three (3) Business Days after its receipt of the aforesaid information notice, the Designated Representative shall deliver to the FGIC Member in writing a notice which shall set forth either (x) a recommendation that the COPs Holders should

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elect to receive such information notice; (y) a recommendation that the COPs Holders should elect not to receive such information notice; or (z) a statement that it makes no recommendation whether the COPs Holders should elect to receive such infonnation notice; provided that if the Designated Representative shall fail to timely deliver to the FGIC Member notice of its recommendation, the Designated Representative shall be deemed to have delivered such a notice having the content of clause (z) above.

(3) The Company shall issue a press release which shall state (x) the Company's intention to solicit the Class B Member Capital Contributions and (y) the record date for COPs Holders entitled to participate in the solicitation, which shall be a date that is no earlier than the date of issuance of the press release and no later than ten ( 1 0) Business Days after the date of issuance. The press release may include such other disclosures as the FGIC Member may determine in its sole discretion.

(4) No earlier than one ( 1 ) Business Day after the day on which the Company issues the press release referred to in Section 6. l(b )(i)(3) above, the Company shall deliver to the Trustees, for distribution through DTC to DTC participants, a notice, which shall (w) state that the Company is making a solicitation for Class B Member Capital Contributions; (x) include the substance of the recommendation of the Designated Representative referred to in Section 6. l(b)(i)(2) above; (y) inform the COPs Holders that, unless it is a Restricted COPs Holder, in order to obtain further infonnation concerning, and an opportunity to participate in, the solicitation to make a Class B Member Capital Contribution, a COPs Holder shall be required to complete, execute and return to the Company an NDA within ten ( 1 0) Business Days; and (z) provide the COPs Holders with instruction on how they may obtain the NDA from the Company.

(5) If a COPs Holder is already a Restricted COPs Holder or shall timely deliver to the Company a properly completed NDA, the Company shall promptly deliver to such COPs Holder, at the address specified in its NDA, (x) the infonnation notice described in Section 6 . 1 (b )(i)(l) above; (y) instructions regarding the procedures of the solicitation of Class B Member Capital Contributions, including, without limitation, the date that such Class B Member Capital Contribution is requested to be made to the Company (such date, the "Class B Member Capital Contribution Date"), which date shall not be sooner than thirty (30) days after the date of the notice described in Section 6. l(b )(i)( 4) above and the amount of the Class B Member Capital Contribution to be paid by the COPs Holder to which the notice is sent; and (z) a fonn of exercise notice for making a Class B Member Capital Contribution.

(6) The solicitation with respect to the Class B Capital Contribution shall be conducted in accordance with customary procedures for solicitations of this type, including oversubscription rights as determined by the FGIC Member.

(7) In the event that the COPs Holders shall fail to subscribe for and fund the full amount of the Class B Capital Contributions that the Company is seeking to raise, FGIC (so long as it is the sole FGIC Member) shall have the right, but not the obligation, to make a Capital Contribution equal to all or any portion of the deficiency, and any such Capital Contribution made by FGIC shall be treated as a Class A Member Preferred Capital Contribution by FGIC.

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(8) Any COPs Holder that has not previously contributed capital to the Company shall, upon funding its Class B Member Capital Contribution in accordance with the instructions it receives regarding the procedures of the solicitation of Class B Member Capital Contributions, be added as a Class B Member to the Company.

(b l ) If the Company shall be unsuccessful in ra1smg Capital Contributions pursuant to Section 6. l(b)(i) above, the FGIC Member may raise capital for purposes not inconsistent with the Business Plan by issuing additional Membership Interests, as provided in Section 3 .3(a), subject to the obligation of the Company to offer such additional Membership Interests preemptively to the COPs Holders (including FGIC as a direct or beneficial owner of COPs by virtue of having paid policy claims or otherwise), as provided in Section 3 .3(b).

(c) In the event that, at any time (or from time to time), the FGIC Member shall detennine that (i) additional funds are required by the Company for the purpose of avoiding or curing a default under the tenns of any Financing, or for preserving the Development in accordance with the tenns of the Development Proposal and the Business Plan then in effect with respect to which the FGIC Member determines that there is insufficient time to hold a capital call as set forth in Section 6. l(b) hereof, (ii) additional funds are required by the Company for the payment of certain Non-Controllable Items or Emergency Expenditures with respect to which the FGIC Member detennines that there is insufficient time to hold a capital call as set forth in Section 6. l(b) hereof, or (iii) additional funds are otherwise required by the Company for the payment of certain items not provided for in the Business Plan then in effect, which the FGIC Member may, from time to time, deem necessary to protect the value of the Development and with respect to which the FGIC Member determines that there is insufficient time to hold a capital call as set forth in Section 6. l(b) hereof, then FGIC (so long as it is the sole FGIC Member) and any COPs Holder (notified and requested by the FGIC Member as provided in the next sentence) shall have the right, but not the obligation, to make further additional capital contributions to the Company as Class A Member Preferred Capital Contributions, in an amount not to exceed $5,000,000 in the aggregate to fund such amounts. The FGIC Member shall have the right, but not the obligation, to notify the COPs Trust Members, the Designated Representative, any other Member or any or all of the COPs Holders that additional funds are required by the Company as described in clauses (i) through (iii) above and to request that any COPs Holder fund all or any portion of the related additional capital contributions.

( d) The provisions of this Section 6 . 1 are not intended to be for the benefit of, or enforceable by, any Lender, creditor or other Person (other than a Member in his, her or its capacity as a Member) to whom or which any debts, liabilities or obligations are owed by (or who or which otherwise has any claim against) the Company or any Member; and no such Lender, creditor or other Person shall obtain any right under any such foregoing provision or shall by reason of any such foregoing provision make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or any Member.

( e) The Members acknowledge that (i) none of the Members have by this Agreement made any commitment or obligation of any kind or nature to make any Class A Member Preferred Capital Contributions or Class B Member Capital Contributions, as applicable, other than those actually made as of the Effective Date, (ii) neither the FGIC Member nor either of the COPs Trust Members shall be required to make any capital contribution or other

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advance of funds to the Company other than those actually made as of the Effective Date, and (iii) any Membership Interests that FGIC may acquire as a result of FGIC making any Class A Member Preferred Capital Contributions or Class B Member Capital Contributions pursuant to Section 6. 1 (b) or Section 6. l(c) hereof shall be acquired by FGIC in its individual capacity and not in its capacity as the FGIC Member.

(f) Except as expressly set forth herein, no interest shall accrue or be payable to any Member by reason of such Member' s Capital Contribution or such Member's Capital Account.

(g) The debts, obligations and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the FGIC Member, the COPs Trust Members nor any other Member shall be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a member of the Company. In addition, except as otherwise specifically provided in this Agreement, in no event shall any Member, by reason of its admission as a member of the Company, be obligated to fund any amount beyond any Initial Capital Contributions, Class A Member Preferred Capital Contributions or Class B Member Capital Contributions, as applicable, actually made by it pursuant to the tenns of this Agreement or be obligated to restore any negative Capital Account balance to the Company, whether before or after liquidation of the Company under Article 1 0 hereof whether or not any Member has a positive Capital Account.

Section 6.2. Return on or of Contributions. Except as expressly provided in this Agreement, no Member shall be entitled to (i) the return of any part of its Capital Contributions, (ii) any interest or return on or in respect of any Capital Contribution or Capital Account, or (iii) the fair market value of its Membership Interest in connection with a withdrawal from the Company or otherwise. Capital Contributions that are not repaid shall not be a liability of the Company or of any Member. No Member shall be required to contribute or lend any cash or property to the Company to enable the Company to return any Member' s Capital Contributions.

Section 6.3 . Balances. The Company's books and records shall contain entries indicating the type and amount of Capital Contributions, and the Distributions and other payments made by the Company thereon or in respect thereof.

ARTICLE 7 FINANCING AND FINANCING GUARANTIES

Section 7 . 1 . Financing. Subject to the provisions of Section 4.5(a)(8) hereof, the FGIC Member shall exercise commercially reasonable efforts to obtain construction and permanent Financing on behalf of the Company and/or any of the Subsidiaries, provided that such Financing (i) is in an amount or amounts approved by the FGIC Member, (ii) if in excess of $ 1 ,000,000, shall (x) have no principal installment due or maturity date prior to December 1 0, 201 7, (y) pay interest up to December 1 0, 20 1 7 out of a reserve prefunded for such purpose and (z) have recourse solely to the JLA Rights, (iii) permits (but does not require) any COPs Holder to cure any default by the Company or the FGIC Member under the Financing Documents, and (iv) permits the Permitted Transfers. Subject to the provisions of Section 4.5(a)(8) hereof, the FGIC Member shall have the right, in its sole discretion, to (a) negotiate and determine, on

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behalf of the Company and/or any of the Subsidiaries, the other tenns of any such Financing, and (b) amend, supplement or otherwise modify the tenns, conditions and amount ot� and security for, any such Financing. The Members acknowledge and agree that if FGIC or any Affiliate of FGIC an-anges or provides Financing, it shall be a condition for such Financing for the COPs Trust Members and all other Members to acknowledge in writing the separate nature of the interests of FGIC in the Company and the debt interests (including any interest in any mezzanine loan) of FGIC or its Affiliates in the capacity as Lender.

Section 7 .2 . Financing Guaranties. The FGIC Member may, but shall not be obligated to, provide any or all guarantees and other credit enhancements as the Lender may require in connection with any Financing, including, without limitation, any limited or springing recourse guarantee, enviromnental indemnity or completion guarantee (each a "Financing Guaranty") on tenns to be negotiated and detennined by the FGIC Member (including any compensation for the FGIC Member in connection therewith) and approved by the COPs Trust Members at the direction of the Majority of Holders, provided, however, that the approval of the COPs Trust Members at the direction of the Majority of Holders in this regard shall not be unreasonably withheld, conditioned or delayed. In no event shall the COPs Trust Members or any COPs Holders be required to provide any guarantees or other credit enhancements in connection with the Financing, The Company hereby agrees to indemnify, defend and hold FGIC hannless (but solely from the assets of the Company) from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the FGIC Member or any Affiliate thereof may be involved, or threatened to be involved, as a party or otherwise, by reason of or in connection with any such Financing Guaranty in accordance with the provisions of Section 4. 1 1 hereof.

ARTICLE 8 DISTRIBUTIONS

Section 8 . 1 . Distributions in General . The Company shall distribute to its Members, in accordance with Section 8.2, all Available Cash Flow, at least quarterly.

Section 8.2. Distribution of Available Cash Flow.

(a) Available Cash Flow derived directly from the ownership or sale of the B Notes, the C Notes, or the Class 9 Settlement Credits (to the extent such Class 9 Settlement Credits are sold by the Company to third parties and not applied directly or indirectly to the purchase of real property by the Company) for any particular period shall, subject to Section 1 0.2 and the remainder of this Article 8, be distributed as follows: 42.369% to the 2005 COPs Trust Member for further distribution to the holders of Series 2005-A COPs in accordance with the distribution provisions of the 2005 Indenture, and (B) 57 .63 1 % to the 2006 COPs Trust Member for further distribution to the holders of Series 2006-A COPs and Series 2006-B COPs in accordance with the distribution provisions of the 2006 Indenture.

(b) All Available Cash Flow not subject to distribution pursuant to Section 8 .2(a) above for any particular period shall, subject to Section 1 0.2 and the remainder of this Article 8, be distributed to the Members in the following order of priority:

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( 1 ) First, to the Class A Members, if any, who have made Class A Member Preferred Capital Contributions pari passu, and pro rata in the ratio that the Unpaid Super Priority Return for each such Class A Member bears to the Unpaid Super Priority Return of all such Class A Members until the Unpaid Super Priority Return for all Class A Members has been reduced to zero;

(2) Second, to the Class A Members, if any, who have made Class A Member Preferred Capital Contributions pari passu, and pro rata in the ratio that the Unreturned Class A Member Preferred Capital Contributions of each such Class A Member bears to the Unreturned Class A Member Preferred Capital Contributions of all such Class A Members until the Unreturned Class A Member Preferred Capital Contributions of all Class A Members is reduced to zero;

(3) Third, to the Class B Members, if any, who have made Class B Member Capital Contributions pari passu, and pro rata in the ratio that the Unpaid Priority Return for each such Class B Member bears to the Unpaid Priority Return of all such Class B Members until the Unpaid Priority Return for all Class B Members has been reduced to zero;

( 4) Fourth, to the Class B Members, if any, who have made Class B Member Capital Contributions pari passu, and pro rata in the ratio that the Unreturned Class B Member Capital Contributions of each such Class B Member bears to the Unreturned Class B Member Capital Contributions of all such Class B Members until the Unreturned Class B Member Capital Contributions of all Class B Members is reduced to zero; and

(5) Fifth, (A) 42.369% to the 2005 COPs Trust Member for further distribution to the holders of Series 2005-A COPs in accordance with the distribution provisions of the 2005 Indenture, and (B) 57.63 1 % to the 2006 COPs Trust Member for further distribution to the holders of Series 2006-A COPs and Series 2006-B COPs in accordance with the distribution provisions of the 2006 Indenture.

Section 8 .3 . Incorrect Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a Distribution to a Member in the Company if such Distribution would violate the Act or any other applicable law. Any Distribution or other payment of money by or on behalf of the Company to any Member that is in excess of the amount required or pennitted under the terms of this Agreement shall be held by the recipient of such funds as trust funds for the benefit of the Person who would have been entitled to such funds if all Distributions or other payments of money by or on behalf of the Company to each of the Members had been made strictly in accordance with the terms of this Agreement. The terms of this Section 8 .3 are solely for the benefit of any Member of the Company and not for any other Person, including, without limitation, any creditor of the Company.

Section 8 .4. Reconciliation of Distributions. Notwithstanding that Available Cash Flow may be distributed by the FGIC Member more frequently than annually, Available Cash Flow shall be ultimately determined on an annual basis based upon the annual audited financial statements of the Company. If, based upon such annual audited financial statements, it is detennined in the reasonable good faith judgment of the FGIC Member and within fifteen ( 1 5)

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Business Days of the receipt by the Members of such annual audited financial statements, that there was an over-distribution of Available Cash Flow to a Member other than the COPs Trust Members, the amount of the over-distribution shall, notwithstanding anything to the contrary contained herein, be withheld from future distributions of Available Cash Flow to such Member until the Company has been reimbursed in full for such over-distribution, and any amounts so withheld shall be retained by the Company and included in Available Cash Flow for the next quarter; provided that if upon liquidation of the Company there remains any net over-distribution of Available Cash Flow to any Member other than the COPs Trust Members, such Member shall reimburse the Company for the amount of the net over-distribution simultaneously with the distributions made pursuant to Section 1 0.2. If, based upon such annual audited financial statements, it is detennined in the reasonable good faith judgment of the FGIC Member and within fifteen ( 1 5) Business Days of the receipt by the Members of the annual audited financial statements, that there was an under-distribution of Available Cash Flow to a Member, such under-distribution shall be paid to such Member within thirty (30) days of such annual audited financial statements being made available to the Members. The Members agree to act in good faith to resolve any dispute or disagreement under this Section 8 .4.

Section 8 .5 . Withholding Taxes.

(a) The Company shall be entitled to withhold or cause to be withheld from each Member' s Distributions from the Company such amounts on account of taxes or similar charges, if any, as are required by applicable law. Each Member shall furnish to the FGIC Member from time to time all such infonnation as is required by applicable law or otherwise reasonably requested by the FGIC Member (including certificates in the fonn prescribed by the Code or Regulations thereunder or applicable state, local or foreign law) to pennit the FGIC Member to ascertain whether and in what amount withholding is required in respect of such Member. Notwithstanding the foregoing, the FGIC Member shall have no liability to the Company or any Member for failure to request or obtain such information from any Member, for failure to withhold in respect of any Member who has not furnished such information to the FGIC Member or for failure to withhold as a result of a misallocation of taxable income or loss to any Member. If the FGIC Member withholds or causes to be withheld from a Member's distributions any amount pursuant to this Section 8 .5(a), the FGIC Member shall promptly send written notice to such Member so indicating and specifying the amount withheld.

(b) If the Company pays any tax (including penalties or interest) or similar charge on behalf of any Member, or pays any amount (including any tax, penalties or interest) in respect of any failure to pay or withhold any tax or similar charge on behalf of any Member as required by applicable law, such Member shall on demand reimburse the Company for the amount of such payment plus interest thereon (accruing from the date such payment was made by the person entitled to reimbursement) at the rate of fifteen percent ( 1 5%) per annum, compounded quarterly on the first day of each calendar quarter, from and after the date on which the Company has given notice to such Member, which notice shall include copies of the assessment notices furnished by the applicable taxing authority evidencing that such tax was required to be paid, or that such withholding was required to be made, and such Member shall have failed to reimburse the Company for a period of fifteen (1 5) days after receipt of the notice. To the extent that the Company does not have available funds to satisfy such payment, such Member shall, upon notice by the FGIC Member, make a Capital Contribution to the Company

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equal to the amount of such payment. Any Capital Contribution required to be made by a Member under this Section 8 .5(b) shall not be treated as a Capital Contribution for any purpose under this Agreement. In addition to all other rights and remedies of the FGIC Member or the Company at law or in equity with respect to amounts owed by a Member to the Company pursuant to this Section 8 .5(b), the Company and the FGIC Member shall have the 1ight to offset, or cause to be offset, against any such Member' s distributions under this Agreement all amounts owed by such Member to the FGIC Member or the Company pursuant to this Section 8.5(b), and the Company shall promptly send written notice of any such offset to such Member so indicating and specifying the amount offset.

( c) Any amounts withheld or offset by the Company in accordance with Section 8.5(a) or Section 8.5(b) shall nevertheless, for purposes of this Agreement, be deemed to have been distributed to the Member in respect of which such amounts are withheld or offset.

ARTICLE 9 CAPITAL ACCOUNTS, ALLOCATIONS, AND TAX MATTERS

Section 9 . 1 . Capital Accounts.

(a) Establishment and Maintenance. A separate capital account ("Capital Account") will be maintained for each Member. Each Capital Account shall be adjusted to reflect such Member' s share of allocations and distributions and any initial or additional Capital Contributions to the Company or withdrawals of Capital Contributions from the Company made by or to such Member, as applicable. If any interest in the Company is transferred in accordance with the te1ms of this Agreement, the transferee will succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

(b) Modifications by FGIC Member. The provisions of this Section 9 .1 and the other provisions of this Agreement relating to the maintenance of Capital Accounts have been included in this Agreement to comply with Section 704(b) of the Code and the Regulations promulgated thereunder and will be interpreted and applied in a manner consistent with those provisions. The FGIC Member may modify the manner in which the Capital Accounts are maintained under this Section 9. 1 to comply with those provisions, as well as upon the occurrence of events that might otherwise cause this Agreement not to comply with those prov1s10ns.

(c) No Deficit Restoration Obligation. Except as otherwise expressly provided in this Agreement, at no time during the tenn of the Company or upon dissolution and liquidation thereof shall a Member with a negative balance in its Capital Account have any obligation to the Company or the other Members to restore such negative balance, except as may be required by law or in respect of any negative balance resulting from a withdrawal of capital or dissolution in contravention of this Agreement.

Section 9.2. Book Allocations. All items of income, gain, deduction and loss (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts, as determined by the FGIC Member) shall be allocated among the Capital Accounts of

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the Members in a manner that, to the greatest extent possible reflects the economic arrangement of the Members under this Agreement.

Section 9.3 . Tax Allocations. All items of income, gain, deduction and loss recognized by the Company each taxable year or other period shall be allocated, for U.S. federal, state and local income tax purposes, among the Members in a manner that complies with applicable tax law.

Section 9.4. Tax Returns and Infonnation.

(a) The FGIC Member shall engage a tax preparer to cause to be prepared and filed at Company expense, all necessary federal and state income tax returns and filings for each of the Trusts and for the Company and its Subsidiaries, including making the elections described in Section 9.5 , provided, however, that the FGIC Member shall give the COPs Trust Members fifteen ( 1 5) days to review and comment on any tax return for the Company and for their respective Trusts before it is filed or delinquent. Each Member, including, without limitation each of the COPs Trust Members, shall furnish to the FGIC Member all pertinent infonnation in its possession relating to the Trusts and/or Company operations that is necessary to enable the FGIC Member and tax preparer to prepare and file such income tax returns and take any other action reasonably necessary to assist the FGIC Member and tax preparer in connection therewith. In addition, the FGIC Member hereby retains ultimate say on state tax withholding decisions unless otherwise provided by law. Each Member and each of the Trusts agrees to adhere to any state tax withholding exemptions that the FGIC Member submits or requests be submitted on its behalf.

(b) The FGIC Member shall endeavor to cause to be prepared and filed at Company expense, all necessary federal and state income tax returns and filings for each of the Trusts. The FGIC Member and the COPs Trust Members shall cooperate in good faith to undertake, at Company expense, all other tax compliance matters in respect of the Trusts.

Section 9.5. Tax Elections. The following elections shall be made on the appropriate returns of the Company:

(a) to adopt the calendar year as the Company' s Fiscal Year; and

(b) to adopt the accrual method of accounting and to keep the Company's books and records (other than Capital Accounts, which shall be maintained in accordance with Section 9.2 hereof) on the GAAP basis of accounting.

No election shall be made by the Company or any Member to exclude the Company from the application of the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar provisions of applicable state laws.

Section 9.6. Tax Matters Member. The FGIC Member shall be (i) in the case of Company tax years beginning before January 1 , 201 8, the "tax matters partner" of the Company pursuant to Section 623 1 (a)(7) of the Code and Section 30 1 .623 1 (a)(7)-2 of the Regulations and (ii) in the case of Company tax years beginning on or after January 1 , 201 8, the "partnership representative" of the Company, as such term is defined in Section 6223 as amended by P . L .

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1 1 4-74 (collectively referred to hereinafter as the "Tax Matters Member"); provided that the FGIC Member may change the Tax Matters Member at any time in its sole and absolute discretion upon notice to the existing Tax Matters Member. In the case of Company tax years beginning before January 1 , 201 8, the Tax Matters Member shall take such action as may be necessary to cause each other Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Member shall infonn each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof within ten ( 1 0) days after becoming aware thereof and, within such time, shall forward to each other Member copies of all significant written communications it may receive in such capacity. The Tax Matters Member shall not take any action contemplated by Sections 6222 through 623 1 of the Code without the prior written consent of the FGIC Member.

Section 9. 7. Allocations on Transfer of Interests. All items of income, gain, loss, deduction, and credit allocable to any Membership Interests in the Company that may have been transferred shall be allocated between the transferor and the transferee based upon that portion of the calendar year during which each was recognized as owning such Membership Interests, without regard to the results of Company operations during any particular portion of such calendar year and without regard to whether cash Distributions were made to the transferor or the transferee during such calendar year; however, such allocation shall be made in accordance with a method permissible under Section 706 of the Code and the Regulations thereunder.

Section 9.8. Qualifying Income. The FGIC Member is aware that future transactions and Company activity might generate income that is not described in Section 7704(d) of the Code, which could result in characterization of the Company for tax purposes as a publicly traded partnership taxed as a corporation under Section 7704(a) of the Code. In managing the Company and implementing the Business Plan, the FGIC Member will take into account any such possibility, will consult in good faith with the Designated Representative, and will endeavor to avoid such characterization if and to the extent consistent with other business objectives.

ARTICLE 1 0 DISSOLUTION, LIQUIDATION, AND TERMINATION

Section 1 0. 1 . Dissolution, Liquidation, and Termination Generally. The Company shall be dissolved upon the first to occur of any of the following:

(a) The sale or disposition of all or substantially all of the Properties, the Notes, the Class 9 Settlement Credits and the other material sellable non-cash assets of the Company, if any, and the receipt, in cash, of all consideration therefor;

(b) The determination of the FGIC Member and the COPs Trust Members at the direction of the Majority of Holders to dissolve the Company; or

(c) The occurrence of any event which, as a matter of law, requires that the Company be dissolved.

Notwithstanding any other provision of this Agreement, neither the Bankruptcy of any Member nor the happening of any other event described in Section 1 8-304 or 1 8-801 (b) of the Act with respect to any Member shall cause such Member to cease to be a Member of the Company, and

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upon the occmTence of such an event the business of the Company shall continue without dissolution.

Section 1 0.2. Liquidation and Termination. Upon dissolution of the Company, the FGIC Member shall act as liquidator or may appoint one or more other Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein. The costs of liquidation shall be a Company expense. Until final Distributions are made, the liquidator and the FGIC Member, as applicable, shall continue to operate the Company properties with all of the power and authority of the COPs Trust Members and the FGIC Member hereunder. The steps to be accomplished by the liquidator are as follows:

(a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a finn of certified public accountants acceptable to the FGIC Member of the Company' s assets, liabilities, and operations through the last day of the calendar month in which the dissolution shall occur or the final liquidation shall be completed, as applicable;

(b) the liquidator shall satisfy all of the debts and liabilities of the Company or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such tenn as the liquidator may reasonably detennine ); and

( c) all remaining assets of the Company shall be distributed to the Members in accordance with Article 8.

Section 1 0. 3 . Deficit Capital Accounts. No Member shall be required to pay to the Company, to any other Member or to any third party any deficit balance which may exist from time to time in the Member' s Capital Account.

Section 1 0.4. Cancellation of Certificate. On completion of the Distribution of Company assets, the FGIC Member (or such other Person as the Act may require or pennit) shall file a Certificate of Cancellation with the Delaware Department of State, cancel any other filings made pursuant to Section 2 .4, and take such other actions as may be necessary to terminate the existence of the Company.

ARTICLE 1 1 MISCELLANEOUS PROVISIONS

Section 1 1 . 1 . Notices. All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a "Notice") required, pennitted, or desired to be given hereunder shall be in writing and either (a) hand delivered, (b) sent by registered or certified mail, postage prepaid, return receipt requested, (c) sent by electronic mail or facsimile transmission (with receipt of transmission confirmed electronically or orally), or (d) sent by reputable overnight prepaid courier, in each case addressed or delivered to the party to be so notified at its address set forth on the signature pages hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section. Any such Notice shall be deemed to have been effectively given, delivered and received: (i) in the case of hand

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delivery, at the time of delivery on a Business Day (or if delivered on a day other than a Business Day, then the next succeeding Business Day); (ii) in the case of registered or certified mail, three (3) Business Days from transmittal ; (iii) in the case of reputable overnight prepaid courier, one ( 1 ) Business Day subsequent to transmittal; or (iv) in the case of electronic mail or facsimile transmission, on the date of such transmission, provided such transmission is sent prior to 5 :00 P.M. New York time on a Business Day, otherwise on the next Business Day. By giving written notice thereof, each Member shall have the right from time to time to change its address pursuant hereto. Notwithstanding anything set forth herein to the contrary, any notices provided by the COPs Trust Members to COPs Holders shall be deemed to be effectively given, delivered and received upon the Trustee' s transmission of the notice to DTC.

Section 1 1 .2 . Governing Law. This Agreement and the obligations of the Members hereunder shall be construed and enforced in accordance with the laws of the State of Delaware, excluding any conflicts of law, rule or principle which might refer such construction to the laws of another state or country. Notwithstanding the foregoing, this Agreement was negotiated in the State of New York, and made by each of the Members in the State of New York, which state the parties agree also has a substantial relationship to the parties and to this Agreement and the underlying transactions embodied hereby, and any legal suit, action or proceeding against the FGIC Member, the COPs Trust Members, the Designated Representative or any other Member or any COPs Holder arising out of or relating to this Agreement shall be instituted in federal or state court in the City of New York, County of New York, and each of the FGIC Member, the COPs Trust Members, the Designated Representative, each other Member and each COPs Holder hereby waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and each of the Company, the FGIC Member, the COPs Trust Members, the Designated Representative and each Member and COPs Holder hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding.

Section 1 1 .3 . Entireties; Amendments. (a) This Agreement and its exhibits constitute the entire agreement between the Members relative to the formation of the Company.

(b) Except as otherwise provided herein, this Agreement may only be amended by a written agreement signed by the FGIC Member and the COPs Trust Members at the direction of the Majority of COPs Holders; provided, however, that the FGIC Member without the consent of any other Member may amend this Agreement to (x) cure any technical ambiguity, defect, omission or inconsistency, (y) reflect the issuance of additional Membership Interests in accordance with Section 3 .3 , or (z) impose additional obligations upon the FGIC Member; provided further; that no such amendment shall impose any materially greater obligation on, or materially impair any right of, a Member without the consent of such Member.

Section 1 1 .4 . Waiver; Consents; Detenninations, Etc. No consent or waiver, express or implied, by any Member of any breach or default by any other Member in the perfonnance by the other Member of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Member of the same or any other obligation hereunder. Failure on the part of any Member to complain of any act or to declare any other Member in default, irrespective of how long such failure continues, shall not constitute a waiver of rights hereunder

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Section 1 1 .5 . Establishment of Beneficial Ownership. Whenever a COPs Holder seeks to take any action, enforce any right or give any direction hereunder, including, without limitation, replacing the Designated Representative, taking action to enforce its rights as a third party beneficiary or participating in an investment in Membership Interests, such COPs Holder shall first be required to have established its beneficial ownership of COPs by providing to the FGIC Member, the COPs Trust Members and the Designated Representative (a) a brokerage statement or other record from an institution holding COPs on behalf of such holder as a participant in The Depository Trust Company, showing the beneficial owners of COPs in the name of such holder, and (b) an affidavit by such holder representing and warranting that (i) it is the beneficial owner of the COPs reflected on the brokerage statement or other record, (ii) it is enforcing rights, taking action or giving direction on behalf of such COPs and (iii) the individual executing any document on behalf of such COPs is authorized to do so.

Section 1 1 .6 . Severability. If any provision of this Agreement or the application thereof to any Person or circumstances shall be invalid or unenforceable to any extent, and such invalidity or unenforceability does not destroy the basis of the bargain between the parties, then the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent pennitted by law.

Section 1 1 . 7. Ownership of Property and Right of Partition. A Member' s interest in the Company shall be personal property for all purposes. No Member shall have any rigpt to partition any property owned by the Company, including, without limitation, the Properties or any of the other Assets.

Section 1 1 . 8 . Involvement of Members in Certain Proceedings. Should any Member become involved in legal proceedings unrelated to the Company's business in which the Company is required to provide books, records, an accounting, or other infonnation, then such Member shall indemnify the Company from all expenses incurred in conjunction therewith, provided, however, the COPs Trust Members' indemnification obligations shall at all times be limited to the funds available in the 2005 and 2006 Trust estates.

Section 1 1 .9. Interest. Notwithstanding any provision herein that may imply the contrary, no amount charged as interest on loans hereunder shall exceed the maximum rate from time to time allowed by applicable law. If any rate of interest or other charge otherwise payable under this Agreement shall at any time exceed the maximum amount chargeable by applicable law, then the applicable rate of interest shall be the maximum rate pennitted by applicable law.

Section 1 1 . 1 0. Disclosure and Confidentiality.

(a) The Company and/or the FGIC Member shall, upon request of the Designated Representative, disclose to the Designated Representative all material infonnation which it discloses to the COPs Trust Members pursuant to the terms hereof.

(b) From time to time, following any request therefor by the COPs Trust Members (which the COPs Trust Members may, and at the direction of the Majority of Holders shall, give to the FGIC Member), the FGIC Member shall deliver to the Designated

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Representative and to each Restricted COPs Holder a counterpart copy of any agreement, certificate or other document executed and delivered by the FGIC Member in the name of or on behalf the Company pursuant to a right to do so granted in this Agreement, and shall otherwise make available to the Designated Representative and to each Restricted COPs Holder for copying and inspection all of the books and records of the Company that are in the possession or control of the FGIC Member.

(c) shall be posted:

The Company shall maintain a website accessible to the public on which

( 1 ) This Agreement (without schedules or exhibits other than the forms of NDA attached as Exhibit B-1 and Exhibit B-2) and any amendments to this Agreement pursuant to Section 1 1 .3 ; and

(2) All press releases issued by the Company.

(d) Any COPs Holder may become a Restricted COPs Holder by executing and delivering to the FGIC Member, with a copy to the Designated Representative, an NDA; provided that if, in the reasonable determination of the FGIC Member, a COPs Holder is holding COPs in order to obtain Confidential Infonnation for competitive or other business advantage against the Company, the FGIC Member may deem such COPs Holder not to be a Restricted COPs Holder notwithstanding its execution of an NDA, provided further that such COPs Holder shall remain obligated to maintain the confidentiality, in accordance with the terms of the NDA, of any Confidential Infonnation that it received prior to the time that it ceases to be a Restricted COPs Holder. A COPs Holder may cease to become a Restricted COPs Holder by notice to that effect to the FGIC Member, with a copy to the Designated Representative, provided that such COPs Holder shall remain obligated to maintain the confidentiality, in accordance with the terms of the NDA, of any Confidential Infonnation that it received prior to the time that it ceases to be a Restricted COPs Holder.

(e) The exhibits and schedules to this Agreement (other than the forms of NDA attached as Exhibit B-1 and Exhibit B-2), the identity of any Person with whom the Company may be holding discussions with respect to any disposition, acquisition, financing or other transaction, and all other business, financial or other information relating directly to the Properties or any of the other Assets, the Company or any or all Subsidiaries, or the conduct of the business and affairs of the Company or its Subsidiaries or the relative or absolute rights or interests of any of the Members (except any such information that is generally available to the public as of the Effective Date or thereafter becomes generally available to the public as a result of disclosure by the FGIC Member or a Person authorized by the FGIC Member or otherwise (other than as a result of disclosure by any of the other Members in violation of this Agreement)) (collectively, the "Confidential Information") are confidential and proprietary information of the Company, the disclosure of which would cause irreparable harm to the Company and the Members. Accordingly, the Designated Representative and each of the Members (other than the FGIC Member) covenants and agrees (and agrees to cause its employees, agents and Affiliates, and the employees and agents of its Affiliates) not to disclose, in any manner, any Confidential Information, except:

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(i) to any Member, Designated Representative or Restricted COPs Holder, or to their respective direct or indirect partners, members, stakeholders, shareholders, investors, lenders, accountants and attorneys, subject to an appropriate confidentiality undertaking being received from such Persons,

(ii) pursuant to a subpoena or order issued by a court, arbitrator or governmental body, agency or official binding upon such Member,

(iii) to one or more potential investors in the Company or any Subsidiary (subject to confidentiality undertakings by such potential investors),

(iv) pursuant to any other governmental requirements (e.g. , securities law requirements), or the requirements of any securities exchange, in either case that are binding upon such Member,

(v) as disclosed by the FGIC Member to the COPs Trust Members with written direction to disclose such infonnation to all COPs Holders (including, for these purposes, the Designated Representative) or to otherwise publicly disclose such information; or

(vi) with the prior written consent of the FGIC Member.

In the event that any Member, Designated Representative or COPs Holder shall receive a request to disclose any Confidential Information under a subpoena or order, such Member, Designated Representative or COPs Holder shall (x) promptly notify the FGIC Member and consult with the FGIC Member regarding the advisability of taking steps to resist or narrow such request, (y) if disclosure is required or deemed advisable, furnish only such portion of the Confidential Information as such Member, Designated Representative or COPs Holder is advised by counsel is legally required or advisable to be disclosed and (z) if disclosure is required or deemed advisable, reasonably cooperate with the FGIC Member (at no cost to such Member, Designated Representative or COPs Holder) in any attempt it may make to obtain an order or other assurance that confidential treatment will be accorded such Confidential Infonnation, as the case may be, that is disclosed.

(f) No Member or any of its respective Affiliates shall issue any press release, publication or other announcement regarding any of the transactions contemplated hereby, unless such release, publication or announcement shall first be reasonably approved by the FGIC Member.

(g) Notwithstanding anything in the foregoing or anything else contained in this Agreement to the contrary, each Member (and each employee, representative, or other agent thereof) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Member' s investment in the Company and the ownership of a Membership Interest (including the tax treatment and tax structure of any Company transactions) and all materials of any kind (including opinions or other tax analyses) that are provided to the Member relating to such tax treatment and tax structure. For purposes of this Section 1 1 . 1 O(g), "tax structure" means any facts relevant to understanding the purported or claimed federal income tax treatment of a Member' s investment in the Company and the ownership of a

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Membership Interest (including the tax treatment and tax structure of any Company transactions).

(h) To the extent that the Freedom of Information Act, 5 U.S.C. § 552 ("FOIA"), any state public records access law, any state or other jurisdiction's laws similar in intent or effect to FOIA or any other similar statutory or regulatory requirement would potentially cause a Member or any of its Affiliates to disclose infonnation relating to the Company or its Affiliates, such Member (i) shall, in addition to compliance with the notification requirements set forth in Section 1 1 . l O(e), take commercially reasonable steps to oppose and prevent the requested disclosure unless the FGIC Member does not object in writing to such disclosure within ten ( 10) days after such notice has been given and (ii) acknowledges and agrees that, notwithstanding anything to the contrary contained herein, the FGIC Member, in order to prevent any such potential disclosure that the FGIC Member detennines in good faith is likely to occur, may withhold all or part of the infonnation otherwise to be provided to such Member (other than such Member's Schedule K-l s) .

(i) In order to preserve the confidentiality of certain infonnation disseminated by the FGIC Member or the Company under this Agreement that a Member which is subject to FOIA or that any Member which has one or more equity owners that are subject to FOIA (any such Member, a "FOIA Member") is entitled to receive pursuant to the provisions of this Agreement (including, without limitation, quarterly, annual and other reports (other than Schedule K- 1 s) and any infmmation provided at meetings of the Members), the FGIC Member may require such FOIA Member to return any copies of information provided to it by the FGIC Member or the Company.

(j) In addition to the foregoing, each Member agrees that, unless authorized in advance by the FGIC Member, it will not, and will direct its partners, members, shareholders, agents, advisors and affiliates not to, make use of the FGIC name (and/or any derivatives thereof) in any press release, any newspaper or other media publication interview, any public marketing materials or any other infonnation or materials delivered to or for media publication or use in regard to the Company, any of its Subsidiaries, or the Properties.

(k) The obligations of each Member under this Section 1 1 . 1 0 shall survive the tennination, dissolution, liquidation or winding up of the Company.

Section 1 1 . 1 1 . No Third Party Beneficiary Except as Set Forth Herein.

(a) The obligations of the Members hereunder, including under Article 6 hereof, shall not confer upon any Lender, creditor or other third party having dealings with the Company or its Subsidiaries any right, claim or other benefit, including the right to requite any Capital Contributions. In addition to the foregoing, (i) subject to Sections 1 1 . 1 l(b) and 1 1 . 1 l (c), the provisions of this Agreement shall run only to the benefit of the Members and, as expressly provided herein, their respective Affiliates and (ii) no other Person shall have any rights or benefits hereunder, including any Lender, creditor or other third party having dealings with the Company or its Subsidiaries.

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(b) Except as set forth in Section 4. 1 5(b) (and notwithstanding any other provision of this Agreement), all parties agree that the COPs Holders shall be, and hereby are, express third party beneficiaries of the rights granted to or for the benefit of the COPs Trust Members or the Trusts; provided, however, that no action may be taken and no litigation may be commenced to enforce such rights, unless in each case the Majority of Holders (not including FGIC as a direct or beneficial owner of COPs by virtue of having paid policy claims or otherwise and without regard to the Designated Representative) (the "Authorizing COPs Holders") shall have authorized such action or litigation in a writing signed by such COPs Holders and delivered to the COPs Trust Members and the FGIC Member, representing and warranting their beneficial ownership of such minimum percentage of COPs and it shall be a requirement of the continuation or maintenance of such action or litigation that at least 33 1 /3% of the Authorizing COPs Holders continue to authorize such action or litigation until completed.

(c) The Designated Representative shall be a third party beneficiary of each provision hereof which explicitly refers to and provides the Designated Representative with any power, authority, indemnity, insurance, exculpation or other right, each such provision may be enforced by the Designated Representative as if a signatory hereto, and no such provision shall be amended, changed or waived without the written consent of the Designated Representative; provided, however that with respect to a Designated Representative who resigns, dies or is replaced (a "Former Designated Representative"), the Former Designated Representative shall continue as a third party beneficiary only with respect to provisions of indemnity, exculpation and insurance relating to acts or omissions during his or her tenure as Designated Representative. An individual who accepts appointment as Designated Representative shall do so by immediately (i) assuming the rights and obligations of the Designated Representative hereunder as evidenced by such individual executing an acknowledgment of appointment in the form attached hereto as Exhibit C, which acknowledgment with respect to any successor Designated Representative shall also be executed by a Majority of Holders, and (ii) signing an NDA or assuming the obligations and liabilities of the Designated Representative under the existing NDA with the Fonner Designated Representative pursuant to an assigmnent and assumption agreement reasonably acceptable to the Company and FGIC, in either case, with respect to any and all information provided to it at any time by the FGIC Member, the Company or the Fonner Designated Representative.

Section 1 1 . 1 2 . Legal Fees. In the event of litigation between the Members in connection with this Agreement, each Member shall be responsible for the payment of its own attorneys' fees and other legal costs unless and until a prevailing party is determined in such action or suit, in which event the prevailing party so determined shall be entitled to have and recover from the other party or parties all costs and expenses of such action or suit, including, without limitation, actual attorneys' fees and expenses resulting therefrom, it being understood and agreed that the detennination of the prevailing party shall be included in the matters which are the subject of such action or suit, provided, however, unless reimbursed pursuant to the tenns of this Agreement, any legal fees due and owing by the COPs Trust Members pursuant to this Section shall be limited to amounts available in the 2005 and 2006 Trust estates.

Section 1 1 . 1 3 . Time of the Essence. Time is of the essence in the performance of each and every term of this Agreement.

58 WEIL:\95222890\30\45259.0007

Section 1 1 . 14 . Exculpation. No personal liability is intended to be or shall be imposed on any Person named herein which is a natural Person, and each Member does hereby acknowledge and agree that the tenns, conditions, covenants and obligations herein are intended to bind only the Members named herein, and no stockholder, member, partner, officer, director, employee or agent of any such Member shall be deemed to have incurred any liability hereunder.

Section 1 1 . 1 5 . JURY WAIVER. EACH MEMBER HEREBY AGREES NOT TO

ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND

WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY

SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS

AGREEMENT OR ANY OF THE DOCUMENTS, INSTRUMENTS OR AGREEMENTS

EXECUTED IN CONNECTION HEREWITH OR CONTEMPLATED HEREBY

(INCLUDING, WITHOUT LIMITATION, ANY FINANCING DOCUMENT), ANY OF

THE PROPERTIES OR ANY OF THE OTHER ASSETS, OR ANY CLAIM,

COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION HEREWITH

OR THEREWITH OR IN RESPECT OF ANY COURSE OF CONDUCT, COURSE OF

DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY

PARTY OR ARISING OUT OF ANY EXERCISE BY ANY PARTY OF ITS

RESPECTIVE RIGHTS OR IN ANY WAY RELATING TO THIS AGREEMENT OR

ANY OF THE DOCUMENTS, INSTRUMENTS OR AGREEMENTS EXECUTED IN

CONNECTION HEREWITH OR CONTEMPLATED HEREBY (INCLUDING,

WITHOUT LIMITATION, ANY FINANCING DOCUMENT), ANY OF THE

PROPERTIES OR ANY OF THE OTHER ASSETS (INCLUDING, WITHOUT

LIMITATION, WITH RESPECT TO ANY ACTION TO RESCIND OR CANCEL THIS

AGREEMENT OR ANY OF THE OTHER DOCUMENTS, INSTRUMENTS OR

AGREEMENTS EXECUTED IN CONNECTION HEREWITH AND WITH RESPECT

TO ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT OR ANY OF

THE OTHER DOCUMENTS WAS FRAUDULENTLY INDUCED OR IS OTHERWISE

VOID OR VOIDABLE). THIS W AIYER OF RIGHT TO T·RIAL BY JURY IS GIVEN

KNOWINGLY AND VOLUNTARILY BY EACH MEMBER, AND IS INTENDED TO

ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH

THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH

MEMBER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN

ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER. THIS

WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT FOR EACH MEMBER

TO ENTER INTO THIS AGREEMENT.

Section 1 1 . 1 6 . Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when signed by each of the parties hereto and delivered by each of the parties hereto, in person or by facsimile or other electronic transmission, to the other parties hereto.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the undersigned have caused this Limited Liability Company Agreement of Gotham Motown Recovery, LLC to be executed as of the Effective Date.

2005 COPS TRUST MEMBER: DETROIT RETIREMENT SYSTEMS FUNDING TRUST 2005, a trust governed by the laws of the State ofNew York

By: WILMINGTON TRUST, NATIONAL

ASSOCIATION, as successor to U.S. Bank National Assqciation, in its capacy>the 2005 Trustee and pursuan.!.!9 .. P . . o:w:e�!(-of:;attorney

_.,,,... '/,/

C ·'

:. . # _._ .. �_,,., , . . . ,, .. . . . . . By: .. �--""· ;:::f"- -· _. - · - . . . . · · ..

Jay J1Sfuith, N, as Vice President (not in an indi'1ldual capacity) of Wilimington Trust, National Association and a duly authotized signatory

Address:

Wilmington Trust, National Association Attention: Jay H. Smith, JV 25 South Charles Street, 1 1 th Floor Mail Code: MD2-CS58 Baltimore, MD 2 1 201

With a copy to:

Kristin K. Going Drinker Biddle & Reath LLP 1500 K Street, N.W., Suite 1 100 Washington, DC 20005- 1209

[ADDITIONAL SIGNATURE PAGES FOLLOW]

[SIGNATURE PAGE TO LIMfTED LJABILITY COMPANY AGREEMENT OF GOTHAM MOTOWN RECOVERY, LLC]

2006 COPS TRUST MEMBER: DETROIT RETIREMENT SYSTEMS FUNDING TRUST 2006, a trust governed by the laws of the State ofNew York

- -

By: WILMINGTON TRUST, NATIONAL ASSOCIATION, as successor to U.S. Bank National Association, in its capacity as the 2006 Trustee and pursuant to-p Wdf- -attorne.z_ .. ,.

/ if/ ; �--/'

� / 0 � . ' .

· .ra JfSmith,�IV, as Vice President (notin an - � i dividual capacity) of Wilimington Trust, National Association and a duly authorized signatory

Address:

Wilmington Trust, National Association Attention: Jay H. Smith, IV 25 South Charles Street, 1 1th Floor Mail Code: MD2-CS58 Baltimore, MD 21201

With a copy to:

Kristin K. Going Drinker Biddle & Reath LLP 1 500 K Street, N.W., Suite 1 1 00 Washington, DC 20005-1209 Facsimile: (202) 403-3 123 E-Mail: [email protected]

[ADDITIONAL SIGNATURE PAGE FOLLOWS]

(SIGNATURE PAGE TO LIMITED LIABILITY COMPANY AGREEMENT OF GOTHAM MOTOWN RECOVERY, LLCJ

FGIC MEMBER:

FINANCV\L GUARANTY INSURANCE

::M�� i � ��, .r<fame: A. Edward Turi, I I Title: Exec utive Vice President and General

Counsel

Address:

Financial Guaranty Insurance Company 52 1 Fifth A venue 1 51" Floor New York, New York 1 0175 Facsimile: (212) 3 1 2-322 1 E-Mail: Genera!Counsel @fgic.com Attention: A. Edward Turi, III

Executive Vice President and General Counsel

(SIGNATURE PAGE TO LIMlTED LIADILITY COMPANY AGREEMENT OF GOTHAM MOTOWN RECOVERY, LLC]

Schedule 1

Intentionally Omitted

Exhibit A


EXHIBIT B-1 NDA - RESTRICTED COPS HOLDER

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This AGREEMENT (the "Agreement") is made as of [ , 201[_J, by and among Gotham Motown Recovery, LLC, a Delaware limited liability company (the "Company"),

Financial Guaranty Insurance Company, a New York stock insurance corporation, both individually and in its capacity as the FGIC Member ("FGIC") and [ ] , in its capacity as a COPs Holder (as defined in the Company Agreement described below) (the "Recipient").

WITNESSETH THAT:

WHEREAS, the Recipient desires to obtain certain Confidential Material (as defined below) from the Company and/or FGIC solely for the purposes described in the Limited Liability Company Agreement of the Company dated February [__J, 2016 (the "Company Agreement"); and

WHEREAS, the Company and FGIC are willing to provide such infonnation, or to cause such infonnation to be provided, to the Recipient solely for the Recipient's evaluation in connection with and as provided in the Company Agreement.

NOW, THEREFORE, the Company, FGIC and the Recipient do hereby mutually agree as follows:

1. Definitions. Except as otherwise indicated, all initially capitalized tenns used in this Agreement shall have the respective meanings set forth herein or in the Company Agreement.

a. "Confidential Material" shall mean collectively (i) the Confidential Information, and any Decision Information, Business Plan, Budget, Capital Contribution Information and any Financing Documents, irrespective of the form of documentation, storage or communication thereof or the existence or non-existence of any express marking or identification of the material or information as "non-public," "confidential," "sensitive," "proprietary" or other words or phrases of similar meaning; and including any analyses, compilations, summaries, forecasts, studies or other materials prepared by, for or on behalf of the Company to the extent based on or otherwise incorporate such information, and (ii) any other material or information provided by the Company, the FGIC Member, FGIC and/or the Provider Affiliates to the Recipient, irrespective of the form of communication, marked, identified or otherwise indicated in writing as "non-public," "confidential," "sensitive," "proprietary" or other words or phrases of similar meaning.

b. "Provider Affiliates" shall mean all direct and indirect subsidiaries or other affiliates of the Company and of FGIC, and the officers, directors, employees, counsel, agents and other representatives thereof and of the Company and of FGIC.

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c. "Recipient Affiliates" shall mean the subsidiaries or other affiliates of the Recipient and any of its or their respective officers, directors, employees, members, principals, partners, subcontractors, potential financing sources, advisors (including, without limitation, counsel, accountants, insurers, rating agencies, bankers, consultants, and financial advisors), agents and other representatives thereof and of the Recipient who have received or been provided Confidential Material by or on behalf of the Recipient.

2. Confidentiality and Non-Use. In consideration of the Company's and/or FGIC's providing, or causing to be provided, Confidential Material to the Recipient, the Recipient agrees that it shall (and shall direct its Recipient Affiliates to):

a. hold confidential and not directly or indirectly disclose, without the prior written consent of the Company and FGIC, all Confidential Material provided by or on behalf of the Company, FGIC and/or any of the Provider Affiliates, provided that the Recipient or the Recipient Affiliate receiving such Confidential Material may disclose such Confidential Material to

(i) the Recipient Affiliates having a reasonable need to know such Confidential Material in connection with the pennitted purposes hereunder, in which event the Recipient shall inform the Recipient Affiliates of the confidential nature of the Confidential Material and the terms of this Agreement applicable to the Recipient Affiliates and shall be directed by the Recipient to (x) not disclose the Confidential Material and (y) otherwise act in accordance with this Agreement;

(ii) the Designated Representative;

(iii) any Restricted COPs Holder, provided that the FGIC Member shall have confirmed in writing in advance of any disclosure that the intended recipient is in fact a Restricted COPs Holder; and

(iv) a potential purchaser of COPs, provided that (x) FGIC shall not have reasonably objected to such disclosure on the basis that such disclosure could result in material competitive or other business harm to the Company within five Business Days after its receipt of written notice from the Recipient (which notice shall include in reasonable detail information concerning such potential purchaser sufficient for FGIC to make such assessment) and (y) such potential purchaser shall have executed a joinder to this Agreement in substantially the form attached to this Agreement as Exhibit A.

b. use such Confidential Material only for the purposes of (i) evaluation of a request for consent or other action by the Recipient in connection with the Company Agreement, or (ii) evaluation or analysis of the Recipient's indirect interest or potential indirect interest in the Company, and for no other purposes whatsoever, except with the prior written consent of the Company and FGIC;

2 WEIL:\95222890\30\45259.0007

c. destroy or return all written or recorded Confidential Material in the fonn provided by or on behalf of the Company, FGIC and/or the Provider Affiliates (including all copies thereof) to the Company and/or FGIC, as applicable, within 30 days of receipt by the Recipient of a written request therefor from the Company and/or FGIC, as applicable; provided, that notwithstanding the destruction or return of the Confidential Material pursuant to this section, the Recipient shall continue to be subject to its covenants under this Agreement;

d. destroy all portions of any internal documents and records prepared by or for the Recipient and the Recipient Affiliates containing Confidential Material (including all copies thereof and all portions of such documents and records containing Confidential Material, but excluding any attorney work product material that would be protected from discovery pursuant to the attorney-client privilege) and provide the Company and FGIC with a written confirmation (including, without limitation, by electronic mail) stating that such destruction has occurred, within 30 days of receipt by the Recipient of a written request therefor from the Company or FGIC, provided that, notwithstanding the provisions of this and the previous clause, (1) in the event that a transaction is consummated between the Company, FGIC or a Provider Affiliate and the Recipient with respect to which the Recipient relied on Confidential Material, the Recipient may retain a copy of such Confidential Material, and (2) the Recipient may retain one hard copy and electronic copies of any Confidential Material that it is required to record or keep in its files by internal legal or compliance policy, applicable statute, law or governmental rule or regulation, or in routine backup of electronic data processing systems, (3) Recipient may retain that portion of the Confidential Material that is memorialized in notes, analysis, compilations, studies, interpretations or other documents prepared by the Recipient or any of its representatives, and (4) the Recipient's counsel may retain Confidential Material subject to the Recipient's other obligations hereunder with respect thereto; provided that any such Confidential Material so retained shall continue to be subject to the terms of this Agreement, and provided, further, that notwithstanding the destruction or pennitted retention of Confidential Material pursuant to this section, the Recipient shall continue to be subject to its covenants under this Agreement.

Without limiting any other provision of this Agreement, the Recipient agrees that it shall (i) use its commercially reasonable efforts to (x) cause its Recipient Affiliates to act in accordance with this Agreement and (y) cause its Recipient Affiliates to refrain from any prohibited or unauthorized use or disclosure of Confidential Material and (ii) be responsible and liable for any and all breaches of this Agreement and any prohibited or unauthorized use or disclosure of Confidential Material that could result in a breach of this Agreement by any Recipient Affiliate.

3. Sensitive Data. The Recipient acknowledges and understands that the Confidential Material may contain "nonpublic personal information" as that term is defined in Section 6809(4) of the Gramm-Leach-Bliley Act (the "Act") and the Recipient agrees that it shall, and shall cause the Recipient Affiliates to, maintain such nonpublic personal infonnation that it receives hereunder in accordance with the Act and other applicable federal and state privacy laws.

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4. Exceptions to the Confidentiality and Non-Use Obligations. The tenn "Confidential Material" shall not apply to any infonnation if or when, and to the extent that, such information:

a. was known to the Recipient or the Recipient Affiliates, or was in the Recipient's or the Recipient Affiliates' possession, prior to the receipt of the Confidential Material from the Company, FGIC or any of the Provider Affiliates, and was obtained from sources that are not FGIC, the Company or any of the Provider Affiliates and/or not known by the Recipient or any Recipient Affiliate to be in violation of any legal, contractual or fiduciary obligation to the Company, FGIC or any of the Provider Affiliates with respect thereto or otherwise restricted by law, contract or fiduciary duty from disclosing such infonnation;

b. was, or becomes through no breach of the Recipient's or Recipient's Affiliate' s obligations hereunder, available to the public;

c. becomes known to the Recipient or the Recipient Affiliates from sources other than the Company, FGIC or the Provider Affiliates under circumstances not involving, to the Recipient's knowledge, any breach of any confidentiality obligation between such source and the Company, FGIC or any of the Provider Affiliates;

d. is independently acquired or developed by the Recipient or a Recipient Affiliate without violating any of its obligations under this Agreement; or

e. is required to be disclosed by any applicable statute or .governmental rule, regulation, or order, or by applicable legal process, or by any governmental agency or regulatory authority having jurisdiction over the Recipient or any Recipient Affiliate, or by applicable self regulatory organization or securities exchange rules or regulations, provided that, to the extent legally permissible, the Recipient or the Recipient Affiliates making such disclosure shall (i) give the Company and FGIC prior notice thereof so that the Company and/or FGIC may, at its and/or their sole expense, seek such protective orders or other confidentiality protection as it, in its and/or their sole discretion, may elect and the Recipient and the Recipient Affiliates will, at the Company's expense, cooperate with the Company's and/or FGIC's efforts to obtain such protection, and (ii) reasonably cooperate with the Company and FGIC in protecting such confidential or proprietary nature of the Confidential Material which must be so disclosed. In any such event, the Recipient or the Recipient Affiliate making such disclosure shall provide only such limited Confidential Material as it is advised by counsel (including, without limitation internal counsel) legally required, shall exercise its commercially reasonable efforts to obtain assurance from the recipient that confidential treatment will be accorded such Confidential Material and shall provide, to the extent permitted by applicable law and such process, the Company and FGIC with prompt written notice of the information so disclosed and the circumstances thereof. Notwithstanding anything herein, disclosure of Confidential Material may be made in the course . of inspections, examinations or inquiries by federal or state regulatory agencies and selfregulatory organizations that have requested or required the inspection of records that contain such Confidential Material without notice to the Company and FGIC.

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5. No Creation or Transfer of Rights in Confidential Material or Intellectual Property Hereunder. Nothing in this Agreement shall give the Recipient or the Recipient Affiliates any 1ights, title, license or interest whatsoever in or to the Confidential Material (which shall, as among the parties, remain at all times the property of the Company, FGIC or the Provider Affiliates).

6. Ability to Engage In Business; Use or Application of Information. The parties acknowledge and understand that notwithstanding anything herein to the contrary, this Agreement does not restrict the ability of the Recipient or the Recipient Affiliates to engage in its or their business and does not limit the Recipient or any Recipient Affiliate's use or application of any information or knowledge acquired without breach of this Agreement.

7. No Further Obligations or Agreements Hereunder. None of the Company, FGIC, the Recipient or any of the Recipient Affiliates or the Provider Affiliates shall be under any legal obligation to enter into any further agreements with any other person or entity of any nature whatsoever as a result of this Agreement, except as provided in Section 2(a) hereof. The Recipient acknowledges and agrees that the Recipient and the Recipient Affiliates shall have no claim against the Company, FGIC or the Provider Affiliates in connection with any of the foregoing.

8. No Representations and Warranties by the Company and FGIC. None of the Company, FGIC, or any of the Provider Affiliates, makes any representations or warranties, express or implied, of any kind with respect to the Confidential Material provided thereby, including without limitation with respect to the accuracy or completeness thereof, provided, however, that each of the Company and FGIC does represent and warrant that it and its Provider Affiliates possess all necessary powers, rights and authority lawfully to disclose the Confidential Material provided thereby to the Recipient and the Recipient Affiliates for the purposes set forth above, which representation and warranty shall survive the tennination of this Agreement. The Recipient agrees that none of the Company, FGIC, or any of the Company's or FGIC's offices, directors, employees, representatives, agents, attorneys, advisors, shareholders, affiliates or controlling persons shall have any liability to the Recipient or the Recipient Affiliates relating to or arising from the Recipient' s or the Recipient Affiliates' use of any Confidential Material or for any errors therein or omissions therefrom. Neither the Company, FGIC nor the FGIC Member shall have any obligation to update, revise, amend, or supplement any Confidential Material to reflect any fact or circumstance which may thereafter come to its attention or any change of facts or circumstances which may thereafter occur.

9. Representations, Warranties and Acknowledgments by Recipient. The Recipient represents and warrants that the amount of COPs owned beneficially by the Recipient is as set forth on the signature page hereto. So long as this Agreement is in full force and effect, the Recipient agrees to immediately notify the Company and FGIC in writing of any changes in such beneficial ownership.

10. Effective Date; Termination; Duration of Obligations. This Agreement shall be effective until the earlier of (a) the Company's and Designated Representative's receipt of written notice from the Recipient that it has elected not to continue to be a Recipient or that it is no longer a

5 WEIL:\95222890\30\45259.0007

beneficial owner of COPs; and (b) tennination of the existence of the Company; provided, however, in all cases, the Recipient shall remain obligated to maintain (and to cause the Recipient Affiliates to maintain) the confidentiality, in accordance with the tenns of this Agreement, of any Confidential Material that it received prior to the time that it ceases to be a Recipient.

11. Entire Agreement. This Agreement represents the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior communications, agreements and understandings between the parties relating to the disclosure of Confidential Material on and after the date hereof. If any portion of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement shall be unaffected thereby and shall remain in full force and effect.

12. Waivers; Amendments; Assignment; Counterparts. This Agreement may not be modified, amended or waived except by a written instrument duly executed by all parties. This Agreement may not be assigned by any party without the prior written consent of the other parties and shall be binding on, and inure to the benefit of, the respective successors and pennitted assigns of the parties hereto. This Agreement may be signed in multiple originals, each of which shall constitute an original document.

13. Governing Law; Disputes. The Recipient acknowledges that, in the event of any breach of this Agreement, the Company, FGIC and the Provider Affiliates would be irreparably and immediately hanned and the Company and FGIC shall each be entitled to seek such equitable relief as may be available, including, without limitation, injunction and specific perfonnance, in addition to all other remedies available to the Company and/or FGIC at law or in equity. No failure or delay by the Company and/or FGIC in exercising any right, power, or privilege hereunder, shall operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to conflicts-of-law principles. In the event of any breach of this Agreement, the parties agree that the breaching party (as determined by a court of competent jurisdiction in a final, non-appealable order) shall pay all reasonable costs and expenses incurred by the nonbreaching party to enforce this Agreement, including reasonable attorneys' fees.

14. Notices. All notices or other communications (any of the foregoing, a "Notice") required, permitted, or desired to be given hereunder shall be in writing and either (a) hand delivered, (b) sent by registered or certified mail, postage prepaid, return receipt requested, ( c) sent by electronic mail or facsimile transmission (with receipt of transmission confirmed electronically or orally), or (d) sent by reputable overnight prepaid courier, in each case addressed or delivered to the party to be so notified at its address set forth on the signature pages hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section. Any such Notice shall be deemed to have been effectively given, delivered and received: (i) in the case of hand delivery, at the time of delivery on a Business Day (or if delivered on a day other than a Business Day, then the next succeeding Business Day); (ii) in the case of registered or certified mail, three (3) Business Days from transmittal; (iii) in the case of reputable overnight prepaid courier, one (1) Business Day subsequent to transmittal; or (iv) in the case of electronic mail or facsimile transmission, on the date

6 WEIL:l95222890130145259.0007

of such transmission, provided such transmission is sent prior to 5:00 P.M. New York time on a Business Day, otherwise on the next Business Day. By giving written notice thereof, each party shall have the right from time to time to change its address pursuant hereto.

[Remainder of page intentionally blank]

7 WEIL:\95222890\30\45259.0007

IN WITNESS WHEREOF, the paiiies hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above

Principal Amount of Series 2005-A COPs:

$

Principal Amount of Series 2006-A COPs:

$

Principal Amount of Series 2006-B COPs:

$

[COPs HOLDER], as a COPs Holder under the Company Agreement

By:��

Name: ��

Title: ��

Address:

[Signatures continued on next page]

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FINANCIAL GUARANTY INSURANCE COMPANY

By:��

Name: ��

Title:

Address:

Financial Guaranty Insurance Company 521 Fifth Avenue 15th Floor New York, New York 10175 Facsimile: (212) 312-3221 E-Mail: [email protected] Attention: A. Edward Turi, III


GOTHAM MOTOWN RECOVERY, LLC, a Delaware limited liability company

By: Financial Guaranty Insurance Company, a New York stock insurance corporation, its managing member

Address:

Financial Guaranty Insurance Company 521 Fifth A venue 15th Floor New York, New York 10175 Facsimile: (212) 312-3221 E-Mail: [email protected] Attention: A. Edward Turi, III


EXHIBIT A

JOINDER TO CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

Reference is made to the Confidentiality and Non-Disturbance Agreement by and among Gotham Motown Recovery, LLC, a Delaware limited liability company (the "Company"), Financial Guaranty Insurance Company, a New York stock insurance corporation and [ ] (the "Recipient") dated as of [ , 201 [J (the "Confidentiality Agreement") to which this Joinder to Confidentiality and Non-Disclosure Agreement (the "Joinder") is attached. Capitalized terms not otherwise defined in this Joinder shall have the meanings ascribed thereto in the Confidentiality Agreement.

In accordance with Section 2(a) of the Confidentiality Agreement, in consideration of the Company's consent to allow Recipient to disclose Confidential Material to the undersigned, the undersigned hereby agrees to be bound by the tenns of the Confidentiality Agreement as if it were an original party thereto; but without any right, among other things, to disclose the Confidential Material to any Restricted COPs Holder or to a potential purchaser of COPs (unless and until it actually purchases such COPs).

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By:��

Name: ��

Title: ��

EXHIBIT B-2 NDA - DESIGNATED REPRESENTATIVE

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This AGREEMENT (the "Agreement") is made as of [ , 201 [_J, by and among Gotham Motown Recovery, LLC, a Delaware limited liability company (the "Company"), Financial Guaranty Insurance Company, a New York stock insurance corporation, both individually and in its capacity as the FGIC Member ("FGIC") and [ , in [his] capacity as the Designated Representative (as defined in the Company Agreement described below) (the "Recipient").

WITNESSETH THAT:

WHEREAS, the Recipient desires to obtain certain Confidential Material (as defined below) from the Company and/or FGIC solely for the purposes described in the Limited Liability Company Agreement of the Company dated February [__J, 2016 (the "Company Agreement"); and

WHEREAS, the Company and FGIC are willing to provide such infonnation, or to cause such infonnation to be provided, to the Recipient solely for the Recipient's evaluation in connection with and as provided in the Company Agreement.

NOW, THEREFORE, the Company, FGIC and the Recipient do hereby mutually agree as follows:

1. Definitions. Except as otherwise indicated, all initially capitalized tenns used in this Agreement shall have the respective meanings set forth herein or in the Company Agreement.

a. "Confidential Material" shall mean collectively (i) the Confidential Infonnation, and any Decision Infonnation, Business Plan, Budget, Capital Contribution Infonnation and any Financing Documents, irrespective of the form of documentation, storage or communication thereof or the existence or non-existence of any express marking or identification of the material or information as "non-public," "confidential," "sensitive," "proprietary" or other words or phrases of similar meaning; and including any analyses, compilations, summaries, forecasts, studies or other materials prepared by, for or on behalf of the Company to the extent based on or otherwise incorporate such information, and (ii) any other material or infonnation provided by the Company, the FGIC Member, FGIC and/or the Provider Affiliates to the Recipient, irrespective of the fonn of communication, marked, identified or otherwise indicated in writing as "non-public,'' "confidential," "sensitive," "proprietary" or other words or phrases of similar meaning.

b. "Provider Affiliates" shall mean all direct and indirect subsidiaries or other affiliates of the Company and of FGIC, and the officers, directors, employees, counsel, agents and other representatives thereof and of the Company and of FGIC.

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c. "Recipient Affiliates" shall mean the subsidiaries or other affiliates of the Recipient and any of its or their respective officers, directors, employees, members, principals, partners, subcontractors, potential financing sources, advisors (including, without limitation, counsel, accountants, insurers, rating agencies, bankers, consultants, and financial advisors), agents and other representatives thereof and of the Recipient who have received or been provided Confidential Material by or on behalf of the Recipient.

2. Confidentiality and Non-Use. In consideration of the Company's and/or FGIC's providing, or causing to be provided, Confidential Material to the Recipient, the Recipient agrees that it shall (and shall direct its Recipient Affiliates to):

a. hold confidential and not directly or indirectly disclose, without the prior written consent of the Company and FGIC, all Confidential Material provided by or on behalf of the Company, FGIC and/or any of the Provider Affiliates, provided that the Recipient or the Recipient Affiliate receiving such Confidential Material may disclose such Confidential Material to

(i) the Recipient Affiliates having a reasonable need to know such Confidential Material in connection with the permitted purposes hereunder, in which event the Recipient shall infonn the Recipient Affiliates of the confidential nature of the Confidential Material and the terms of this Agreement applicable to the Recipient Affiliates and shall be directed by the Recipient to (x) not disclose the Confidential Material and (y) otherwise act in accordance with this Agreement; and

(ii) any Restricted COPs Holder, provided that the FGIC Member shall have confinned in writing in advance of any disclosure that the intended recipient is in fact a Restricted COPs Holder.

b. use such Confidential Material only for the purposes of evaluation of a request for consent or other action by the Recipient in connection with the Company Agreement, and for no other purposes whatsoever, except with the prior written consent of the Company and FGIC;

c. destroy or return all written or recorded Confidential Material in the form provided by or on behalf of the Company, FGIC and/or the Provider Affiliates (including all copies thereof) to the Company and/or FGIC, as applicable, within 30 days of receipt by the Recipient of a written request therefor from the Company and/or FGIC, as applicable; provided, that notwithstanding the destruction or return of the Confidential Material pursuant to this section, the Recipient shall continue to be subject to its covenants under this Agreement;

d. destroy all portions of any internal documents and records prepared by or for the Recipient and the Recipient Affiliates containing Confidential Material (including all copies thereof and all portions of such documents and records containing Confidential Material, but excluding any attorney work product material that would be protected from discovery

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pursuant to the attorney-client privilege) and provide the Company and FGIC with a written confinnation (including, without limitation, by electronic mail) stating that such destruction has occurred, within 30 days of receipt by the Recipient of a written request therefor from the Company or FGIC, provided that, notwithstanding the provisions of this and the previous clause, (1) in the event that a transaction is consmmnated between the Company, FGIC or a Provider Affiliate and the COPs Trust Members with respect to which the Recipient relied on Confidential Material, the Recipient may retain a copy of such Confidential Material, and (2) the Recipient may retain one hard copy and electronic copies of any Confidential Material that it is required to record or keep in its files by internal legal or compliance policy, applicable statute, law or governmental rule or regulation, or in routine backup of electronic data processing systems, (3) Recipient may retain that portion of the Confidential Material that is memorialized in notes, analysis, compilations, studies, interpretations or other documents prepared by the Recipient or any of its representatives, and (4) the Recipient's counsel may retain Confidential Material subject to the Recipient's other obligations hereunder with respect thereto; provided that any such Confidential Material so retained shall continue to be subject to the tenns of this Agreement, and provided, further, that notwithstanding the destruction or permitted retention of Confidential Material pursuant to this section, the Recipient shall continue to be subject to its covenants under this Agreement.

Without limiting any other provision of this Agreement, the Recipient agrees that it shall (i) use its commercially reasonable efforts to (x) cause its Recipient Affiliates to act in accordance with this Agreement and (y) cause its Recipient Affiliates to refrain from any prohibited or unauthorized use or disclosure of Confidential Material and (ii) be responsible and liable for any and all breaches of this Agreement and any prohibited or unauthorized use or disclosure of Confidential Material that could result in a breach of this Agreement by any Recipient Affiliate.

Anything to the contrary in this Agreement notwithstanding, in no event shall the Recipient be liable for money damages under this Agreement except to the extent that its conduct constitutes gross negligence, willful misconduct or fraud as detennined pursuant to a final, non-appealable determination of a court of competent jurisdiction.

3. Sensitive Data. The Recipient acknowledges and understands that the Confidential Material may contain "nonpublic personal infonnation" as that term is defined in Section 6809(4) of the Gramm-Leach-Bliley Act (the "Act") and the Recipient agrees that it shall, and shall cause the Recipient Affiliates to, maintain such nonpublic personal information that it receives hereunder in accordance with the Act and other applicable federal and state privacy laws.

4. Exceptions to the Confidentiality and Non-Use Obligations. The tenn "Confidential Material" shall not apply to any information if or when, and to the extent that, such infonnation:

a. was known to the Recipient or the Recipient Affiliates, or was in the Recipient's or the Recipient Affiliates' possession, prior to the receipt of the Confidential Material from the Company, FGIC or any of the Provider Affiliates, and was obtained from sources that are

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not FGIC, the Company or any of the Provider Affiliates and/or not known by the Recipient or any Recipient Affiliate to be in violation of any legal, contractual or fiduciary obligation to the Company, FGIC or any of the Provider Affiliates with respect thereto or otherwise restricted by law, contract or fiduciary duty from disclosing such infonnation;

b. was, or becomes through no breach of the Recipient's or Recipient's Affiliate' s obligations hereunder, available to the public;

c. becomes known to the Recipient or the Recipient Affiliates from sources other than the Company, FGIC or the Provider Affiliates under circumstances not involving, to the Recipient's knowledge, any breach of any confidentiality obligation between such source and the Company, FGIC or any of the Provider Affiliates;

d. is independently acquired or developed by the Recipient or a Recipient Affiliate without violating any of its obligations under this Agreement; or

e. is required to be disclosed by any applicable statute or governmental rule, regulation, or order, or by applicable legal process, or by any governmental agency or regulatory authority having jurisdiction over the Recipient, any Recipient Affiliate, any COPs Trust Member or any COPs Holder or by applicable self regulatory organization or securities exchange rules or regulations, provided that, to the extent legally permissible, the Recipient or the Recipient Affiliates making such disclosure shall (i) give the Company and FGIC prior notice thereof so that the Company and/or FGIC may, at its and/or their sole expense, seek such protective orders or other confidentiality protection as it, in its and/or their sole discretion, may elect and the Recipient and the Recipient Affiliates will, at the Company's expense, cooperate with the Company's and/or FGIC's efforts to obtain such protection, and (ii) reasonably cooperate with the Company and FGIC in protecting such confidential or proprietary nature of the Confidential Material which must be so disclosed. In any such event, the Recipient or the Recipient Affiliate making such disclosure shall provide only such limited Confidential Material as it is advised by counsel (including, without limitation internal counsel) legally required, shall exercise its commercially reasonable efforts to obtain assurance from the recipient that confidential treatment will be accorded such Confidential Material and shall provide, to the extent pennitted by applicable law and such process, the Company and FGIC with prompt written notice of the infonnation so disclosed and the circumstances thereof. Notwithstanding anything herein, disclosure of Confidential Material may be made in the course of inspections, examinations or inquiries by federal or state regulatory agencies and self-regulatory organizations that have requested or required the inspection of records that contain such Confidential Material without notice to the Company and FGIC.

5. No Creation or Transfer of Rights in Confidential Material or Intellectual Property Hereunder. Nothing in this Agreement shall give the Recipient or the Recipient Affiliates any rights, title, license or interest whatsoever in or to the Confidential Material (which shall, as among the parties, remain at all times the property of the Company, FGIC or the Provider Affiliates).

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6. Ability to Engage In Business; Use or Application of Information. The pmiies acknowledge and understand that notwithstanding anything herein to the contrary, this Agreement does not restrict the ability of the Recipient or the Recipient Affiliates to engage in its or their business and does not limit the Recipient or any Recipient Affiliate's use or application of any information or knowledge acquired without breach of this Agreement.

7. No Further Obligations or Agreements Hereunder. None of the Company, FGIC, the Recipient or any of the Recipient Affiliates or the Provider Affiliates shall be under any legal obligation to enter into any further agreements with any other person or entity of any nature whatsoever as a result of this Agreement. The Recipient acknowledges and agrees that the Recipient and the Recipient Affiliates shall have no claim against the Company, FGIC or the Provider Affiliates in connection with any of the foregoing.

8. No Representations and Warranties by the Company and FGIC. None of the Company, FGIC, or any of the Provider Affiliates, makes any representations or warranties, express or implied, of any kind with respect to the Confidential Material provided thereby, including without limitation with respect to the accuracy or completeness thereof, provided, however, that each of the Company and FGIC does represent and warrant that it and its Provider Affiliates possess all necessary powers, rights and authority lawfully to disclose the Confidential Material provided thereby to the Recipient and the Recipient Affiliates for the purposes set forth above, which representation and warranty shall survive the tennination of this Agreement. The Recipient agrees that none of the Company, FGIC, or any of the Company's or FGIC's offices, directors, employees, representatives, agents, attorneys, advisors, shareholders, affiliates or controlling persons shall have any liability to the Recipient or the Recipient Affiliates relating to or arising from the Recipient's or the Recipient Affiliates' use of any Confidential Material or for any errors therein or omissions therefrom. Neither the Company, FGIC nor the FGIC Member shall have any obligation to update, revise, amend, or supplement any Confidential Material to reflect any fact or circumstance which may thereafter come to its attention or any change of facts or circumstances which may thereafter occur.

9. Effective Date; Termination; Duration of Obligations. This Agreement shall be effective until tennination of the existence of the Company; provided, however, if for any reason the Recipient resigns or is removed as the Designated Representative or the Majority of Holders discontinue the office of the Designated Representative, each as provided in the Company Agreement, then this Agreement shall tenninate automatically upon the effectiveness of any resignation or removal of the Recipient as Designated Representative; provided, further, that, in all cases, the Recipient shall remain obligated to maintain (and to cause the Recipient Affiliates to maintain) the confidentiality, in accordance with the terms of this Agreement, of any Confidential Material that it received prior to the time that it ceases to be a Recipient and Designated Representative.

10. Entire Agreement. This Agreement represents the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior communications, agreements and understandings between the parties relating to the disclosure of Confidential

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Material on and after the date hereof. If any portion of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement shall be unaffected thereby and shall remain in full force and effect.

11. Waivers; Amendments; Assignment; Counterparts. This Agreement may not be modified, amended or waived except by a written instrument duly executed by all parties. This Agreement may not be assigned by any party without the prior written consent of the other parties and shall be binding on, and inure to the benefit of, the respective successors and pennitted assigns of the parties hereto. This Agreement may be signed in multiple originals, each of which shall constitute an original document.

12. Governing Law; Disputes. The Recipient acknowledges that, in the event of any breach of this Agreement, the Company, FGIC and the Provider Affiliates would be iiTeparably and immediately hanned and the Company and FGIC shall each be entitled to seek such equitable relief as may be available, including, without limitation, injunction and specific perfonnance, in addition to all other remedies available to the Company and/or FGIC at law or in equity. No failure or delay by the Company and/or FGIC in exercising any right, power, or privilege hereunder, shall operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to conflicts-of-law principles. In the event of any breach of this Agreement, the parties agree that the breaching party (as detennined by a court of competent jurisdiction in a final, non-appealable order) shall pay all reasonable costs and expenses incurred by the nonbreaching party to enforce this Agreement, including reasonable attorneys' fees.

13. Notices. All notices or other communications (any of the foregoing, a "Notice") required, permitted, or desired to be given hereunder shall be in writing and either (a) hand delivered, (b) sent by registered or certified mail, postage prepaid, return receipt requested, ( c) sent by electronic mail or facsimile transmission (with receipt of transmission confirmed electronically or orally), or (d) sent by reputable overnight prepaid courier, in each case addressed or delivered to the party to be so notified at its address set forth on the signature pages hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section. Any such Notice shall be deemed to have been effectively given, delivered and received: (i) in the case of hand delivery, at the time of delivery on a Business Day (or if delivered on a day other than a Business Day, then the next succeeding Business Day); (ii) in the case of registered or certified mail, three (3) Business Days from transmittal; (iii) in the case of reputable overnight prepaid courier, one (1) Business Day subsequent to transmittal; or (iv) in the case of electronic mail or facsimile transmission, on the date of such transmission, provided such transmission is sent prior to 5:00 P.M. New York time on a Business Day, otherwise on the next Business Day. By giving written notice thereof, each party shall have the right from time to time to change its address pursuant hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

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-------�' as Designated Representative under the Company Agreement

Address:

Facsimile: -------

E-mail:

FINANCIAL GUARANTY INSURANCE COMPANY

By: ___________ _

Name: ----------�

Title: -----------�

Address:

Financial Guaranty Insurance Company 521 Fifth A venue 15th Floor New York, New York 1017 5 Facsimile: (212) 312-3221 E-Mail: [email protected] Attention: A. Edward Turi, III


[Signatures continued on next page]

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GOTHAM MOTOWN RECOVERY, LLC, a Delaware limited liability company

By: Financial Guaranty Insurance Company, a New York stock insurance corporation, its managing member

Address:

Financial Guaranty Insurance Company 521 Fifth Avenue 151h Floor New York, New York 1017 5 Facsimile: (212) 312-3221 E-Mail: [email protected] Attention: A. Edward Turi, III


Exhibit C
