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DOCUMENT TITLE:  CONTRIBUTION AND JOINT VENTURE AGREEMENT .
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Clause Heading
Section 2.1 - Agreements to Contribute.
Section 2.2 - Consideration Exchanged for Contributions.
Section 2.3 - Delivery of Contributions.
Section 2.4 - Closing.
(a) - Preliminary Closing Net Asset Adjustment.
(c) - Closing Net Assets.
(b) - Closing Net Asset Adjustment.
Section 2.6 - Access; Information.
Section 2.7 - Escrow Agreement.
Section 3.1 - Representations and Warranties of FMB and the Company.
(a) - Ownership of Interests and Sub Interests.
(c) - Authority.
(b) - Organization and Qualification; Articles of Organization and Operating Agreement; Subsidiaries.
(d) - No Violation.
(e) - Financial Statements.
(f) - No Undisclosed Liabilities.
(g) - Tax Matters.
(h) - Books and Records.
(i) - Title to Properties; Absence of Encumbrances.
(j) - Loan Portfolio.
(k) - Legal Proceedings.
(l) - Insurance.
(m) - Employment Matters.
(n) - Commitments.
(o) - Intellectual Property.
(p) - No Violation of Environmental Laws.
(q) - Compliance with Other Laws.
(r) - Licenses and Permits.
(s) - Absence of Changes.
(t) - Employee Benefit Plans.
(u) - At Will Employees.
(v) - No Brokers.
(w) - Relationships with Related Persons.
(x) - Leases.
(y) - Reports; Regulatory Matters.
(z) - Risk Management Instruments.
(aa) - Securitizations.
(bb) - Disclosure.
(cc) - Investment Intent.
Section 3.2 - Representations and Warranties of JV Corp.
(a) - Organization and Qualification of JV Corp.
(b) - Capitalization.
(c) - Financial Capability.
(d) - Authority.
(e) - No Violation.
(f) - Litigation.
(g) - No Reliance on Forecasts, Etc.
(h) - Consents and Approvals.
(i) - Investment Intent.
(j) - Brokers.
(k) - Disclosure.
Section 3.3 - Representations and Warranties of Holdco.
(a) - Organization and Qualification of Holdco.
(b) - Authority.
(c) - Investment Intent.
Section 4.1 - Conditions Precedent to Obligation of JV Corp and Holdco.
(a) - Accuracy of Representations and Warranties.
(b) - Performance of Agreements.
(c) - Certificate of Officer.
(d) - Receipt of Consents.
(e) - Prohibited Actions.
(f) - Opinion of Counsel for FMB.
(g) - Adverse Proceedings.
(h) - Update.
(i) - Closing Deliveries.
(j) - Changes.
(k) - Continuation of Wells Fargo Facility.
(l) - Modification of FMB Subdebt.
(m) - Transferred Mortgage Loans.
Section 4.2 - Conditions Precedent to Obligations of FMB.
(c) - Officers Certificate.
(e) - Modification of FMB Subdebt.
(f) - Termination of Guarantees.
(g) - Payment of JV Corp Payments.
(h) - Opinion of Counsel to JV Corp.
(i) - Opinion of Counsel Regarding Tax Matters.
(j) - Adverse Proceedings.
(k) - Update.
(l) - Closing Deliveries.
(a) - Transfer Taxes.
(b) - Preparation and Filing of Pre-Closing Tax Returns.
(c) - Preparation and Filing of Straddle Tax Returns.
(d) - Income Tax Responsibility.
(e) - Allocation.
(f) - Cooperation.
(g) - FIRPTA Certificate.
(h) - Tax Status.
(i) - Contribution Transaction; Election.
Section 5.2 - Approvals.
(a) - General.
(c) - Health Insurance.
(d) - COBRA Matters.
(e) - Other Insurance.
(f) - Communications with Employees.
Section 5.4 - Conduct of the Business of the Company.
Section 5.5 - Publicity.
Section 5.6 - Non-Solicitation and Non-Competition.
Section 5.7 - Further Assurances.
Section 5.8 - Post-Closing Access to Information.
Section 6.1 - Survival of Representations, Warranties and Covenants.
Section 6.2 - Indemnification by FMB.
Section 6.3 - Indemnification by JV Corp.
Section 6.4 - Assertion of Indemnification Claim.
Section 6.5 - Limitation of Liability.
Section 6.6 - Exclusive Remedy.
Section 6.7 - Liability Arising Post-Closing.
Section 7.1 - Termination.
Section 7.2 - Effect of Termination.
Section 7.3 - Payment of Expenses Upon Termination.
Section 8.1 - Fees and Expenses.
Section 8.2 - Notices.
Section 8.3 - Entire Agreement.
Section 8.4 - Binding Effect; Benefit.
Section 8.5 - Section Headings; Construction.
Section 8.6 - Counterparts.
Section 8.7 - Applicable Law.
Section 8.8 - Time of Essence.
Section 8.9 - Severability.