Execution Version 

CUSTODIAL AND PAYING AGENCY AGREEMENT 

by and among

 SIG RCRS D MF 2023 VENTURE LLC, 

FEDERAL DEPOSIT INSURANCE CORPORATION 

in its capacity as Receiver, as Initial Member, 

SIG-23 Private Owner II LLC, as Private Owner, 

and 

Computershare Trust Company, N.A. 

Dated as of December 15, 2023 

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TABLE OF CONTENTS 

ARTICLE I DEFINITIONS AND CONSTRUCTION ..........................................................2 

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

Section 1.2 Rules of Construction ..................................................................................2 

ARTICLE II PAYING AGENT ...............................................................................................2 

Section 2.1 Appointment of Paying Agent .....................................................................2 

Section 2.2 Delivery of Documentation..........................................................................2 

Section 2.3 Duties ...........................................................................................................3 

Section 2.4 [Intentionally Omitted] ................................................................................4 

ARTICLE III ACCOUNTS .......................................................................................................3 

Section 3.1 Collection Account ......................................................................................3 

Section 3.2 Distribution Account....................................................................................4 

Section 3.3 [Intentionally Omitted] ................................................................................5 

Section 3.4 [Intentionally Omitted] ................................................................................5 

Section 3.5 Capital Improvement Account.....................................................................5 

Section 3.6 Working Capital Reserve Account ..............................................................6 

Section 3.7 Excess Working Capital Advances..............................................................7 

Section 3.8 [Intentionally Omitted] ................................................................................7 

Section 3.9 Private Owner Pledged Account..................................................................7 

Section 3.10 Certain General Provisions Regarding the Accounts...................................8 

Section 3.11 Paying Agent use of Separate Eligible Institution .....................................10 

ARTICLE IV ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS ................11 

Section 4.1 Investment of Funds in Accounts ..............................................................11 

Section 4.2 Interest........................................................................................................12 

Section 4.3 Inadequately Identified Amounts...............................................................12 

Section 4.4 Payment Procedures...................................................................................12 

Section 4.5 Closing of Company Accounts; Distributions following Final 

Monthly Distribution.............................................................................12 

ARTICLE V DISTRIBUTIONS ............................................................................................13 

Section 5.1 Priority of Payments ..................................................................................13 

Section 5.2 Notices of Payment Failure........................................................................16 

ARTICLE VI CUSTODIAL DOCUMENTS ..........................................................................16 

Section 6.1 Delivery of Custodial Documents..............................................................16 

Section 6.2 Examination of Custodian Files; Copies....................................................21 

Section 6.3 Shipment of Custodial Documents ............................................................21 

ARTICLE VII CUSTODIAN....................................................................................................21 

Section 7.1 Appointment of the Custodian...................................................................21 

Section 7.2 Obligations of the Custodian .....................................................................21 

ARTICLE VIII FEES AND EXPENSES...................................................................................23 

Section 8.1 Fees and Expenses .....................................................................................23 

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ARTICLE IX REMOVAL OR RESIGNATION ....................................................................24 

Section 9.1 Removal or Resignation of Custodian and Paying Agent .........................24 

ARTICLE X REPRESENTATIONS, WARRANTIES AND COVENANTS.......................25 

Section 10.1 Representations, Warranties and Covenants..............................................25 

Section 10.2 Insurance ....................................................................................................26 

ARTICLE XI REPORTS .........................................................................................................26 

Section 11.1 Custodian and Paying Agent Report..........................................................26 

Section 11.2 Additional Reports.....................................................................................27 

Section 11.3 Company and Servicer Distribution Date Accounting ..............................27 

Section 11.4 Distribution Date Instructions....................................................................28 

Section 11.5 Books and Records ....................................................................................28 

Section 11.6 Reporting Service.......................................................................................42 

ARTICLE XII NO ADVERSE INTERESTS ...........................................................................29 

Section 12.1 No Adverse Interests..................................................................................29 

ARTICLE XIII LIABILITY AND INDEMNIFICATION ........................................................29 

Section 13.1 Liability; Indemnification ..........................................................................29 

ARTICLE XIV CUSTODIAN AND PAYING AGENT ...........................................................31 

Section 14.1 Reliance of Custodian and Paying Agent ..................................................31 

ARTICLE XV TAXES..............................................................................................................33 

Section 15.1 Tax Reports................................................................................................33 

Section 15.2 Stamp and Other Similar Taxes .................................................................33 

ARTICLE XVI TERM................................................................................................................33 

Section 16.1 Term...........................................................................................................33 

ARTICLE XVII AUTHORIZED REPRESENTATIVES ...........................................................33 

Section 17.1 Authorized Representatives .......................................................................33 

ARTICLE XVIII NOTICES..........................................................................................................34 

Section 18.1 Notices .......................................................................................................34 

ARTICLE XIX MISCELLANEOUS .........................................................................................34 

Section 19.1 Application of the Common Terms ...........................................................34 

Section 19.2 Assignment; Binding Effect.......................................................................34 

Section 19.3 Rights Cumulative .....................................................................................35 

Section 19.4 Amendments ..............................................................................................35 

Section 19.5 Non-petition ...............................................................................................35 

Section 19.6 Custodian and Paying Agent Special Acknowledgments..........................35 

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Exhibits 

Exhibit A Asset Schedule 

Exhibit B [Intentionally Omitted] 

Exhibit C [Intentionally Omitted] 

Exhibit D Relevant Accounts 

Exhibit E Form of Collateral Certificate 

Exhibit F Review Criteria 

Exhibit G Form of Supplemental Delivery Certificate 

Exhibit H Request for Release and Receipt of Custodial Documents 

Exhibit I Request for Release and Receipt of Private Owner Pledged Account Control 

Agreement 

Exhibit J Fees and Expenses of Custodian and Paying Agent 

Exhibit K Form of Custodian and Paying Agent Report 

Exhibit L Form of Lost Instrument Affidavit 

Exhibit M Authorized Representatives 

Exhibit N [Intentionally Omitted] 

Exhibit O [Intentionally Omitted] 

Exhibit P [Intentionally Omitted] 

Exhibit Q Form of Private Owner Pledged Account Control Agreement 

Exhibit R Form of PO/Manager Distribution Instruction 

Exhibit S Form of PO/Manager Distribution Reinstatement Notice 

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CUSTODIAL AND PAYING AGENCY AGREEMENT 

THIS CUSTODIAL AND PAYING AGENCY AGREEMENT (as the same is amended, modified 

or supplemented in accordance with the terms of this agreement, this “Agreement”) is made and 

entered into as of December 15, 2023 (the “Agreement Date”), by and among (i) SIG RCRS D MF 

2023 Venture LLC, a Delaware limited liability company (the “Company”), (ii) the Federal 

Deposit Insurance Corporation in its capacity as Receiver, as the Initial Member with respect to 

the Company (in such capacity, the “Initial Member”), (iii) Sig-23 Private Owner II LLC, a 

Delaware limited liability company (the “Private Owner”), and (iv) Computershare Trust 

Company N.A., a national banking association organized under the laws of the United States (the 

“Bank”). 

RECITALS 

WHEREAS, the Failed Bank previously owned the Assets as described on the Asset 

Schedule attached to this Agreement as Exhibit A; 

WHEREAS, the Transferor and the Company have entered into the Transfer Agreement 

pursuant to which the Transferor transferred all of its right, title and interest in and to the Assets 

to the Company as a capital contribution (the Transferor being the sole member of the Company 

at the time); 

WHEREAS, the Initial Member and the Private Owner have entered into the LLC 

Operating Agreement; 

WHEREAS, the Company wishes to open and maintain in its name at a branch of the Bank 

certain accounts into which amounts will be deposited and proceeds will be distributed as provided 

in this Agreement and to appoint the Bank as Custodian and Paying Agent to perform the services 

contemplated by this Agreement; 

WHEREAS, the Private Owner wishes to open and maintain in its name at a branch of the 

Bank an account into which Qualifying Cash Collateral or proceeds of draws under a Qualifying 

Letter of Credit may be deposited, which account will be subject to a security interest and pledge 

for the benefit of the Initial Member pursuant to the LLC Operating Agreement, and to appoint the 

Bank as Paying Agent to perform the services contemplated by this Agreement; 

WHEREAS, the Bank wishes to accept its appointment as the Custodian and as the Paying 

Agent to perform the services contemplated by this Agreement; and 

WHEREAS, the Company, the Initial Member, the Private Owner and the Bank wish to 

enter into this Agreement to, among other things, govern the allocation of the proceeds to be 

distributed from each account established pursuant to this Agreement and the performance of 

certain tasks by the Bank; 

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

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

sufficiency of which are acknowledged, the parties agree as follows: 

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ARTICLE I 

DEFINITIONS AND CONSTRUCTION 

Section 1.1 Definitions. For purposes of this Agreement, but subject in all respects to 

the provisions of Section 19.6, all terms used in this Agreement (including in the preamble and 

recitals to this Agreement) that are defined in, or by reference in, that certain Agreement of 

Common Terms and Definitions dated as of the Agreement Date among the parties to this 

Agreement and certain others (as the same may be modified, amended, restated or supplemented 

from time to time in accordance with the terms set forth in such Agreement of Common Terms 

and Definitions, the “Agreement of Common Terms and Definitions”), and are not otherwise 

defined in this Agreement, will have the meanings and definitions given, or referred to, in the 

Agreement of Common Terms and Definitions. 

Section 1.2 Rules of Construction. The Rules of Construction apply to this Agreement. 

ARTICLE II 

PAYING AGENT 

Section 2.1 Appointment of Paying Agent. Subject to the terms and conditions of this 

Agreement, the Company, the Initial Member and the Private Owner hereby appoint the Bank to 

perform the duties of the Paying Agent specifically set forth in this Agreement, and the Bank 

hereby accepts such appointment. 

Section 2.2 Delivery of Documentation. 

(a) Copies of the Transfer Agreement and the LLC Operating Agreement (or 

portions thereof) as are necessary for the Paying Agent to be familiar with to perform its 

obligations set forth in this Agreement have been delivered to the Paying Agent by the Company, 

and the Paying Agent acknowledges receipt thereof. An executed original counterpart of the 

Private Owner Pledged Account Control Agreement, or a copy thereof, has been delivered to the 

Paying Agent, and the Paying Agent acknowledges receipt thereof. 

(b) The Paying Agent will retain the Private Owner Pledged Account Control 

Agreement in its possession and custody at all times during the term of this Agreement unless any 

one of the following events has occurred: 

(i) If the Paying Agent resigns or is removed in accordance with the 

provisions of Section 9.1, the Custodian will deliver the Private Owner Pledged Account Control 

Agreement to the successor Paying Agent in accordance with Section 9.1. 

(ii) If the Paying Agent receives a Request for Release and Receipt of 

Private Owner Pledged Account Control Agreement in the form attached to this Agreement as 

Exhibit I from an Authorized Representative of the Initial Member, the Paying Agent will deliver 

the Private Owner Pledged Account Control Agreement to the Initial Member, in accordance with 

the instructions provided in such notice. 

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Section 2.3 Duties. The Paying Agent will have no duties other than those specifically 

set forth or provided for in this Agreement and the Private Owner Pledged Account Control 

Agreement, and no implied covenants or obligations of the Paying Agent are to be read into this 

Agreement or the Private Owner Pledged Account Control Agreement or into any related 

agreement to which the Paying Agent is a party. The Paying Agent will have no obligation to 

inquire whether any request, instruction, certificate, direction, receipt, demand, consent, resolution, 

instrument, opinion, report, notice, document, communication, statement or calculation is in 

conformity with the terms of the agreement pursuant to which it is given, except those irregularities 

or errors manifestly apparent on the face of such document or actually known to the Paying Agent. 

If, however, any remittance or communication received by the Paying Agent appears manifestly 

erroneous or irregular, the Paying Agent will endeavor to make prompt inquiry to the Person 

originating such remittance or communication in order to determine whether a clerical error or 

inadvertent mistake has occurred. 

Section 2.4 [Intentionally Omitted]. 

ARTICLE III 

ACCOUNTS 

Section 3.1 Collection Account. 

(a) On the date of this Agreement, the Company is to establish the “Collection 

Account” with the Paying Agent (the “Collection Account”). The Transferor is to cause all Asset 

Proceeds received during any particular Due Period during the Interim Servicing Period (and 

remaining after reimbursement or payment of Interim Servicing Expenses and Pre-Approved 

Charges) to be remitted to the Collection Account as set forth in the Transfer Agreement. For all 

Asset Proceeds with respect to any Group of Assets received after the Interim Servicing Period 

with respect to such Group of Assets, the Company is to transfer, or cause the Servicer, Subservicer 

or JDC Contractor to transfer, such Asset Proceeds to the Paying Agent for deposit into the 

Collection Account within the time frame provided in Section 12.7 of the LLC Operating 

Agreement (and without any offsets or deductions not otherwise expressly permitted therein). No 

funds from any other source (other than Asset Proceeds, interest or earnings on the Asset Proceeds, 

funds transferred from the Working Capital Reserve Account pursuant to the LLC Operating 

Agreement and Section 3.6, funds advanced by the Manager as Excess Working Capital Advances 

pursuant to the LLC Operating Agreement and Section 3.7, and funds deposited into the Collection 

Account pursuant to Section 8.1) are to be commingled in the Collection Account. 

(b) Without limitation of Sections 3.1(c) and 3.2(a), amounts on deposit in the 

Collection Account (including interest and earnings thereon) on any particular day are to be 

applied: (i) other than with respect to funds transferred to the Collection Account as described in 

clause (ii), (iii) or (iv), in the following order of priority: (A) [intentionally omitted]; (B) to pay 

the then-outstanding amount of Interim Servicing Expenses, Servicing Expenses and PreApproved Charges, either then due and payable or subject to reimbursement; and (C) then, to fund 

any Required Funding Draws; (ii) to the extent of any transfers of funds from the Working Capital 

Reserve Account to the Collection Account pursuant to Section 12.11(c) of the LLC Operating 

Agreement and Section 3.6(a), to pay Working Capital Expenses; and (iii) to the extent of any 

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deposits of Excess Working Capital Advances into the Collection Account pursuant to Section 5.5 

of the LLC Operating Agreement and Section 3.7 for such purpose, to pay Working Capital 

Expenses. 

(c) At any time during the Interim Servicing Period, each Existing Servicer is 

authorized to request the withdrawal of funds from the Collection Account to pay Interim 

Servicing Expenses and Pre-Approved Charges. The Manager is authorized to request the 

withdrawal of funds from the Collection Account at any time as set forth in Section 3.1(b). If the 

Transferor, the Company, the Servicer or any Subservicer at any time erroneously deposits any 

amount into the Collection Account, the Manager is authorized to request the withdrawal of such 

amount and instruct the Paying Agent to pay such amount to the Transferor, the Company, the 

Servicer or any Subservicer, as applicable. Any such request by the Manager is to be delivered to 

the Paying Agent in accordance with Section 18.1 and the Notice Schedule. 

(d) The Paying Agent is to invest the amounts on deposit in the Collection 

Account in Permitted Investments in accordance with investment directions from the Company, 

but with a maturity that allows for their allocation and transfer to the Distribution Account in 

accordance with Section 3.2. 

(e) Upon instruction, the Paying Agent will be authorized and directed to 

withdraw funds from the Collection Account only to pay Interim Servicing Expenses, Servicing 

Expenses and Pre-Approved Charges, to fund any Required Funding Draws, and to pay Working 

Capital Expenses (in each case, as set forth above in this Section 3.1) and to transfer funds to the 

Distribution Account pursuant to Section 3.2 and as otherwise set forth in this Agreement and not 

for any other purpose. 

Section 3.2 Distribution Account. 

(a) On the Agreement Date, the Company is to establish the “Distribution 

Account” with the Paying Agent (the “Distribution Account”). The Paying Agent is to transfer 

from the Collection Account to the Distribution Account, for application pursuant to Section 5.1, 

not later than 12:00 noon New York City time on the Business Day immediately preceding each 

Distribution Date (and not earlier than on such immediately preceding Business Day), the amount 

specified in the Distribution Date instructions delivered pursuant to Section 11.4 for such 

Distribution Date. Unless expressly directed otherwise by the Company, the Paying Agent may, 

and will be deemed to have instructions from the Company to, invest solely in Permitted 

Investments of an overnight nature (that are intended to minimize risk of any potential reduction 

in the balance therein, and which may include such specific overnight investments as directed by 

the Company), any funds held in the Distribution Account on the Business Day prior to any 

Distribution Date. Any change in balance of the Distribution Account as a result of such overnight 

investments will be taken into account in the actual distributions made on such Distribution Date. 

(b) No funds from any other source are to be commingled in the Distribution 

Account (other than (i) interest or earnings on the funds held in the Distribution Account and (ii) 

funding from the Collection Account as described in this Section 3.2) . Amounts on deposit in (or 

that are required to have been deposited into) the Distribution Account (including interest and 

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earnings thereon) are to be allocated and may be withdrawn and disbursed only in accordance with 

the provisions of Section 5.1. 

(c) The Paying Agent is authorized and directed to withdraw funds from the 

Distribution Account only to make disbursements in accordance with this Agreement and not for 

any other purpose. 

Section 3.3 [Intentionally Omitted]. 

Section 3.4 [Intentionally Omitted]. 

Section 3.5 Capital Improvement Account. 

(a) On the Agreement Date, the Company is to establish the “Capital 

Improvement Account” with the Paying Agent (the “Capital Improvement Account”). 

(b) The Capital Improvement Account is to be funded initially on the 

Agreement Date with the Initial Member Capital Improvement Account Deposit and the Private 

Owner Capital Improvement Account Deposit in accordance with Section 2(b) of the Capital 

Improvement Addendum to the LLC Operating Agreement and thereafter replenished through 

deposits made into the Capital Improvement Account in accordance with Section 5.1(b)(v) of this 

Agreement and the then-applicable Capital Improvement Fund Target. 

(c) The Paying Agent is to distribute the funds held in the Capital Improvement 

Account solely (i) to fund Permitted Capital Improvement Expenses in accordance with Section 

2(d) of the Capital Improvement Addendum to the LLC Operating Agreement or (ii) as specified 

in Section 3.5(d) and not for any other purpose. 

(d) The Paying Agent is to invest the amounts on deposit in the Capital 

Improvement Account in Permitted Investments in accordance with investment directions from 

the Company but with maturities that allow for their transfer in accordance with this Section 3.5. 

(e) No funds from any other source (other than interest) or earnings on the funds 

held in the Capital Improvement Account and the initial and subsequent fundings pursuant to 

Section 3.5(b) are to be commingled in the Capital Improvement Account. 

(f) The Capital Improvement Fund Target (as the same may be determined and 

adjusted pursuant to Section 2(b) of the Capital Improvement Addendum to the LLC Operating 

Agreement) is to be specified in each Monthly Report and, as to each Distribution Date, included 

in the Cash Flow and Distribution Report for such Distribution Date. 

(g) At such time as may be requested or approved in writing by the Initial 

Member following a determination by the Company (or the Manager on behalf of the Company) 

that no further Permitted Capital Improvement Expenses will reasonably occur with respect to the 

Assets, and otherwise upon the winding-up of the Company pursuant to Section 9.2 of the LLC 

Operating Agreement (whenever occurring) and prior to the Final Monthly Distribution, the 

Paying Agent is to transfer to the Distribution Account (or to the Collection Account for further 

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transfer to the Distribution Account), in accordance with the applicable instructions provided by 

the Manager pursuant to Section 2(e) of the Capital Improvement Addendum to the LLC Operating 

Agreement, the then remaining balance in the Capital Reserve Account. 

(h) In addition, if the Company (or the Manager on behalf of the Company) 

determines, at any time prior to the transfer of remaining funds pursuant to Section 3.5(g), that any 

funds held in the Capital Improvement Account in excess of the Capital Improvement Reserve 

Floor no longer are necessary to satisfy the purposes for which the Capital Improvement Account 

has been established, the Company (or the Manager on behalf of the Company) may, in each case 

subject to the prior consent of the Initial Member (with the Initial Member providing confirmation 

of such consent to the Paying Agent), instruct the Paying Agent to release such excess funds from 

the Capital Improvement Account, and thereafter the Paying Agent is to allocate and distribute 

such excess funds to the Collection Account. 

Section 3.6 Working Capital Reserve Account. 

(a) On the Agreement Date, the Company is to establish the “Working Capital 

Reserve Account” with the Paying Agent (the “Working Capital Reserve Account”) for the 

purpose of paying (and maintaining applicable reserves for payment of) Working Capital Expenses. 

To the extent there are insufficient funds in the Collection Account with which to pay the 

outstanding amount of the Working Capital Expenses then due and payable, the Company may 

instruct the Paying Agent to release some or all of the funds from the Working Capital Reserve 

Account (in an amount that the Manager determines in the exercise of its reasonable discretion) 

and allocate and distribute such released funds to the Collection Account, from which the funds 

will be available to pay such Working Capital Expenses. (In determining whether there are 

“insufficient funds in the Collection Account” for purposes of the preceding sentence, the 

Company reasonably may take into account, during the portion of any calendar month preceding 

the Distribution Date to occur during such month, the transfer from the Collection Account to the 

Distribution Account to occur on such Distribution Date.) In addition to the foregoing, each 

Existing Servicer is authorized during the Interim Servicing Period to request releases from the 

Working Capital Reserve Account as set forth in Section 3.3(b) of the Transfer Agreement. 

(b) The Working Capital Reserve Account is to be funded initially in 

accordance with Section 12.11 of the LLC Operating Agreement and thereafter replenished 

through deposits made into the Working Capital Reserve Account in accordance with Section 

5.1(b)(v) of this Agreement and the then-applicable Working Capital Reserve Target. 

(c) The Working Capital Reserve Target (as the same may be determined and 

adjusted pursuant to Section 12.11 of the LLC Operating Agreement) is to be specified in each 

Monthly Report and, as to each Distribution Date, included in the Cash Flow and Distribution 

Report for such Distribution Date. 

(d) During the Due Period in respect of which the Final Monthly Distribution 

occurs, the Paying Agent is to transfer to the Collection Account, pursuant to applicable 

instructions provided by the Manager pursuant to Section 9.2(f) of the LLC Operating Agreement, 

any Working Capital Reserve amounts in excess of the applicable reserves established pursuant to 

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Section 9.2(a) of the LLC Operating Agreement. Following the Final Monthly Distribution, (i) 

the Company (or the Manager on behalf of the Company) is to determine, in accordance with 

Section 9.2 of the LLC Operating Agreement, the applicable amounts to remain in the Working 

Capital Reserve, and timing for release thereof, and (ii) the Paying Agent will be authorized, 

pursuant to applicable instructions provided by the Manager pursuant to Section 9.2(f) of the LLC 

Operating Agreement, to withdraw funds from the Working Capital Reserve for payment of 

Working Capital Expenses and applicable distributions in accordance with Section 4.5. 

(e) In addition, if the Company (or the Manager on behalf of the Company) 

determines at any time prior to the Final Monthly Distribution in the exercise of its reasonable 

discretion that any funds held in the Working Capital Reserve Account in excess of the Working 

Capital Reserve Floor no longer are necessary to satisfy the purposes for which the Working 

Capital Reserve has been established, the Company (or the Manager on behalf of the Company) 

may instruct the Paying Agent to release such excess funds from the Working Capital Reserve 

Account, and thereafter the Paying Agent is to allocate and distribute such excess funds to the 

Collection Account. 

(f) The Paying Agent is to invest the amounts on deposit in the Working Capital 

Reserve Account in Permitted Investments in accordance with investment directions from the 

Company but with maturities that allow for their transfer in accordance with this Section 3.6. No 

funds from any other source (other than interest or earnings on the funds held in the Working 

Capital Reserve Account, funding from the Members as described in this Section 3.6 and any 

additional amounts as may be deposited pursuant to Section 4.5) are to be commingled in the 

Working Capital Reserve Account. 

(g) The Paying Agent is authorized and directed to withdraw funds from the 

Working Capital Reserve Account only to make disbursements in accordance with this Agreement 

and not for any other purpose. 

Section 3.7 Excess Working Capital Advances. The Manager is (under certain 

circumstances) required to, and (under certain other circumstances) may in its discretion, from 

time to time make Excess Working Capital Advances to the Paying Agent from its own funds 

pursuant to Sections 5.5 and 12.6 of the LLC Operating Agreement. The Company (or the 

Manager on behalf of the Company) is to direct the Paying Agent to deposit any Excess Working 

Capital Advances if made to pay Working Capital Expenses, into the Collection Account (from 

which the funds will be available to pay Working Capital Expenses). 

Section 3.8 [Intentionally Omitted]. 

Section 3.9 Private Owner Pledged Account. 

(a) On the Agreement Date, the Private Owner is to establish the “Private 

Owner Pledged Account” with the Paying Agent (the “Private Owner Pledged Account”) for the 

exclusive purpose of holding Qualifying Cash Collateral, whether such Qualifying Cash Collateral 

is delivered on the Agreement Date or subsequent to the Agreement Date in full and complete 

substitution for a Qualifying Letter of Credit pursuant to the LLC Operating Agreement or upon 

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the liquidation or drawing down of a Qualifying Letter of Credit pursuant to the LLC Operating 

Agreement. The Private Owner Pledged Account (and all funds and Permitted Investments therein 

or allocated thereto) are to be held by the Paying Agent in a segregated account subject to the 

security interest granted for the benefit of the Initial Member pursuant to the LLC Operating 

Agreement, this Agreement and the Private Owner Pledged Account Control Agreement in 

substantially the form attached to this Agreement as Exhibit Q. In no event will the Private Owner 

have any right or authority to withdraw any funds from the Private Owner Pledged Account except 

as expressly provided in Section 3.9(b). The Paying Agent is to invest the amounts on deposit in 

the Private Owner Pledged Account in Permitted Investments in accordance with investment 

directions from the Private Owner but with maturities that allow for their transfer in accordance 

with this Section 3.9. 

(b) From time to time, at the request of the Private Owner, the Paying Agent 

may release funds from the Private Owner Pledged Account to the Private Owner only to the extent 

that, after such release, the remaining balance of the Qualifying Cash Collateral on deposit in the 

Private Owner Pledged Account is not less than the Private Owner Pledged Amount. Any such 

release is to be effected pursuant to applicable instructions and documentation satisfactory to, and 

executed by (or with the written consent of), both of the Initial Member and the Private Owner 

(and prepared at the sole cost and expense of the Private Owner). 

(c) Upon receipt of confirmation from the Initial Member of the release of the 

security interest in the Private Owner Pledged Account pursuant to Section 3.13(i) of the LLC 

Operating Agreement, the Paying Agent is to distribute to the Private Owner all funds remaining 

in the Private Owner Pledged Account, except as otherwise agreed at such time by the Private 

Owner and the Paying Agent and subject to receipt of applicable instructions from the Private 

Owner. 

Section 3.10 Certain General Provisions Regarding the Accounts. 

(a) Notwithstanding anything in the foregoing provisions of this Article III to 

the contrary, funds in the Collection Account, the Capital Improvement Account and the Working 

Capital Reserve Account may be used, and Excess Working Capital Advances may be made (and 

the proceeds thereof used), to fund amounts other than those set forth in the relevant foregoing 

provisions of this Article III, to the extent (and only to the extent) of express joint written directions 

to such effect from the Company and the Initial Member, pursuant to Section 12.14 of the LLC 

Operating Agreement. 

(b) Each Company Account (and all funds and Permitted Investments therein 

or allocated thereto) is to be held by the Paying Agent in a segregated trust or custodial account 

established and maintained (under this Agreement) at a branch of the Paying Agent (or, to the 

extent permitted pursuant to Section 3.11 below, the applicable Eligible Institution) for the benefit 

of the Company. The Private Owner Pledged Account (i) subject to clause (ii), is to be held by 

the Paying Agent in a segregated trust or custodial account established and maintained (under this 

Agreement) at a branch of the Paying Agent (or, to the extent permitted pursuant to Section 3.11 

below, the applicable Eligible Institution) for the benefit of the Private Owner, and (ii) is subject 

to a first priority security interest in favor of the Initial Member under the LLC Operating 

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Agreement or the Private Owner Pledged Account Control Agreement (and, without limitation of 

the foregoing, is held as security for the Private Owner Obligations as set forth in the LLC 

Operating Agreement or the Private Owner Pledged Account Control Agreement) and to the rights 

and remedies of the Initial Member thereunder. 

Section 3.11 Paying Agent use of Separate Eligible Institution. 

(a) If the Paying Agent is not an Eligible Institution, the Paying Agent may 

(and will be required to) comply with its obligation to establish and hold each Company Account 

and Private Owner Pledged Account required to be held at a branch of the Paying Agent pursuant 

to this Agreement (each, a “Relevant Account”) by so establishing and holding each such 

Relevant Account pursuant to Section 3.11(b) or 3.11(c). 

(b) At the request of the Paying Agent and subject to the written consent of each 

of the Company (as to the Company Accounts), the Private Owner (as to the Private Owner 

Pledged Account), the Initial Member (as to all such Relevant Accounts), each Relevant Account 

may be established and maintained, at the expense of the Company (other than as to the Private 

Owner Pledged Account, which will be at the expense of the Private Owner) with an Eligible 

Institution, in each case so long as all of the following are and remain satisfied: 

(i) [intentionally omitted], and 

(ii) the Private Owner Pledged Account remains subject to a first 

priority security interest in favor of the Initial Member and, in furtherance thereof, is subject to the 

Private Owner Pledged Control Agreement in form and substance (including as to deviations from 

the form attached as Exhibit Q hereto) acceptable to the Initial Member that, among other 

requirements, provides the Paying Agent with full access to such Private Owner Pledged Account 

(without any right for the Private Owner to provide, other than through the Paying Agent, 

instructions to the Eligible Institution in respect of any such Private Owner Pledged Account) 

unless and until the Initial Member provides instructions otherwise to such Eligible Institution. 

The Paying Agent will remain responsible for compliance with all obligations of the Paying Agent 

with respect to each Relevant Account, and will provide, or refrain from providing, instructions to 

the Eligible Institution in respect thereof as necessary to ensure such compliance. Each party 

agrees that each Relevant Account established and maintained with an Eligible Institution in 

accordance with this Section 3.11(b) will, except as expressly provided in this Section 3.11(b), 

remain subject to all terms and conditions in respect of such Relevant Account in the Transaction 

Documents (to the same extent as though such Relevant Account were held directly with the 

Paying Agent). 

(c) Subject to the written consent of each of the Company (as to the Company 

Accounts), the Private Owner (as to the Private Owner Pledged Account), the Initial Member (as 

to all such accounts), as an alternative to Section 3.11(b) above, each Relevant Account may be a 

segregated trust or custodial account established and maintained as a securities account with the 

Paying Agent (with the Paying Agent being the “securities intermediary” as defined in the UCC 

with respect to each such account), in which case, (i) [intentionally omitted], (ii) the Private Owner 

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Pledged Account will remain subject to a first priority security interest in favor of the Initial 

Member and, in furtherance thereof, will be subject to the Private Owner Pledged Control 

Agreement in form and substance (including as to deviations from the form attached as Exhibit Q 

hereto) acceptable to the Initial Member, (iii) for each such Relevant Account, the Paying Agent 

will establish (and maintain) a separate corresponding deposit account with an Eligible Institution, 

opened (and maintained) by, and under the sole control of, the Paying Agent for the benefit of the 

relevant beneficiary of such account (the Company or the Private Owner, as applicable), with the 

name of such deposit account clearly indicating such beneficiary and with deposits and all assets 

credited in such deposit account being “financial assets” (as defined in Section 8-102(a) of the 

UCC) held through the corresponding Relevant Account, and (iv) for any such Relevant Account 

and on any Business Day, any funds (or standing credit balance) not then subject applicable 

investment directions pursuant to Section 4.1 (or another applicable provision herein) for 

investment in Permitted Investments (other than pursuant to this clause (iv)), will be deposited in 

the corresponding deposit account at such Eligible Institution (with such deposit being deemed an 

additional “Permitted Investment”). The reasonable costs of the Paying Agent for opening and 

maintaining any such deposit accounts with the Eligible Institution will be borne by the Company 

(other than as to the Private Owner Pledged Account, which expenses will be borne by the Private 

Owner). Each party agrees that each Relevant Account established and maintained as a securities 

account in accordance with this Section 3.11(c) will, except as expressly provided in this Section 

3.11(c), remain subject to all terms and conditions in respect of such Relevant Account in the 

Transaction Documents. 

(d) Each of the Company, the Private Owner and the Initial Member have 

approved, pursuant to Section 3.11(c) above (and subject to the conditions therein, other than such 

consent, being satisfied) (i) the formation of each of the Company Accounts and Private Owner 

Pledged Account as a segregated trust or custodial account established and maintained as a 

securities accounts with the Paying Agent, and (ii) use of one of either Wells Fargo Bank, N.A. 

and JPMorgan Chase Bank, N. A., as selected by the Paying Agent (and in either case, for so long 

as it remains an Eligible Institution) as the applicable Eligible Institution for purposes of the 

corresponding deposit accounts for such initial Company Accounts and Private Owner Pledged 

Account being established pursuant to, or in connection with, this Agreement, with such 

corresponding deposit accounts to be established (and thereafter available for deposits) within 45 

days after the Closing Date. As of the Closing Date, such Relevant Accounts and corresponding 

deposit accounts with such applicable Eligible Institution (including account names and numbers) 

are listed in Exhibit P hereto; provided, if any such corresponding deposit account is not yet 

established as of the Closing Date, the Paying Agent will provide to the Company, the Private 

Owner and the Initial Member the applicable account information promptly after such deposit 

account is established. Each of the Company (as to the Company Accounts) and the Private Owner 

(as to the Private Owner Pledged Account) hereby confirms that it has provided to the Paying 

Agent investment instructions for investments in Permitted Investments (including, where 

applicable, in Permitted Investments of an overnight nature) in respect of all funds deposited, or 

to be deposited, in the Relevant Accounts from the Closing Date through at least 45 days after the 

Closing Date; and the Paying Agent confirms receipt of such investment instructions. 

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ARTICLE IV 

ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS 

Section 4.1 Investment of Funds in Accounts. 

(a) The Company or the Private Owner, as applicable, may, at any time or from 

time to time, direct the Paying Agent to, and, upon receipt of such investment direction, the Paying 

Agent will, invest amounts received and retained in the Collection Account, the Working Capital 

Reserve Account, the Capital Improvement Account, the Distribution Account (as provided in 

Section 3.2(a) or the Private Owner Pledged Account, as applicable, as so directed in Permitted 

Investments. In each case, such investment directions may be in the form of standing instructions, 

and may further include standing instructions for deposit of otherwise uninvested amounts in 

Permitted Investments of an overnight nature. If the Company or the Private Owner, as applicable, 

does not give any such investment directions, the Paying Agent is to seek investment directions 

from such Person. If the Company or the Private Owner, as applicable, does not provide the Paying 

Agent with investment directions pursuant to Sections 3.1, 3.5, 3.6, 3.9 or 4.1, the balance standing 

to the credit of the Collection Account, the Working Capital Reserve Account, the Capital 

Improvement Account or the Private Owner Pledged Account, as applicable, will, except as 

otherwise expressly provided herein, remain uninvested with no liability for interest thereon. It is 

agreed and understood that the Paying Agent may earn fees associated with Permitted Investments. 

(b) Whenever the Paying Agent is directed or authorized in accordance with the 

terms of this Section 4.1 to make a transfer of funds among the Accounts, after application of all 

other available funds, the Paying Agent is to allocate to the Account to which such funds are to be 

transferred a portion of any Permitted Investment that would otherwise have to be liquidated to 

accomplish such transfer in an amount corresponding to the amount to be so transferred. Whenever 

the Paying Agent is directed or authorized in accordance with the terms of this Agreement to make 

a transfer of funds from the Accounts (unless such transfer is between the Accounts), if, after 

application of all other available funds, liquidation of a Permitted Investment is necessary to make 

any such transfer, the Paying Agent is authorized to liquidate such Permitted Investment. If any 

Permitted Investment so liquidated is then allocated to more than one Account, and it is not 

possible to liquidate only the portion of such Permitted Investment allocated to the Account from 

which such transfer is to be made, then the entire Permitted Investment is to be liquidated, and the 

proceeds of such liquidation are to be allocated to the Accounts involved in the same proportion 

as the allocation of such Permitted Investment, except that the net costs and expenses, if any, of 

such liquidation (including any loss of principal) are to be allocated entirely to the Account from 

which the transfer of funds was required to be made. The Paying Agent is to liquidate all those 

Permitted Investments that can be liquidated without interest cost or penalty before it liquidates 

any Permitted Investment the liquidation of which would involve an interest cost or penalty. The 

Paying Agent will have no liability with respect to any interest cost or penalty on the liquidation 

of any Permitted Investment pursuant to this Section 4.1. 

(c) The Paying Agent will have no liability with respect to Permitted 

Investments (or any losses resulting therefrom) made at the direction of the Company or the Private 

Owner, as applicable, pursuant to this Agreement. 

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(d) All references in this Agreement to the Accounts and to cash, moneys or 

funds therein or balances thereof are to include the investments in which such cash, moneys or 

funds therein or balances thereof are invested. 

(e) The Paying Agent may execute any investment directions provided to it in 

respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its 

Affiliates will have a duty to monitor the investment rating of any such Permitted Investments. 

The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of such 

funds are deposited with the Paying Agent after 11:00 a.m. New York City time on the day of 

deposit. Directions to invest or reinvest that are received after 11:00 a.m. New York City time are 

to be treated as if received on the following Business Day in New York City. Subject to 

Section 4.1(b), the Paying Agent will have the power to sell or liquidate Permitted Investments 

whenever the Paying Agent is required to make a transfer pursuant to the terms of this Agreement. 

The Paying Agent will have no responsibility for any investment losses resulting from the 

investment, reinvestment or liquidation of any funds in accordance with the terms of this 

Agreement. 

Section 4.2 Interest. Any interest or other earnings accrued on any balances in any 

Account or on any investment thereof are to be credited to and accumulated in such Account and 

thereafter be applied without differentiation from other funds in such Account. Any losses 

incurred from the investment of the balances in any Account or the liquidation of any such 

investment are to be charged to such Account. Promptly after the end of each Due Period, the 

Paying Agent is to determine and report to the Manager the net interest or other earnings credited, 

or the net loss charged, to the Collection Account (in respect of investments of the funds therein) 

during such Due Period. 

Section 4.3 Inadequately Identified Amounts. If the Paying Agent receives any amount 

that is inadequately or incorrectly identified and the Paying Agent is unable to determine the 

Account into which such amount is to be credited, the Paying Agent is to notify the Company, the 

Initial Member and the Private Owner and is to request instructions as to the Account into which 

such amount should be credited. The Paying Agent is to credit such amount to the Collection 

Account until such time as it receives instructions from the Company (with the written consent of 

the Initial Member) stating that such amount should be credited to another Account in accordance 

with this Agreement, in which case it is to credit such amount, if still available, to the Account so 

designated by the Company (with the written consent of the Initial Member). 

Section 4.4 Payment Procedures. All amounts that from time to time are distributable 

by the Paying Agent from the Distribution Account in accordance with this Agreement are to be 

paid by the Paying Agent from amounts on deposit in such account on the related Distribution 

Date, in immediately available funds (but not before such amounts become immediately available 

to it). All payments made by the Paying Agent are to be made to such accounts as the Company 

designates in writing in accordance with the Cash Flow and Distribution Report and this 

Agreement. 

Section 4.5 Closing of Company Accounts; Distributions following Final Monthly 

Distribution. Promptly following the Final Monthly Distribution, the Company is to close each 

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Company Account other than the Working Capital Reserve Account; and thereafter, (a) any further 

Asset Proceeds received by or on behalf of the Company are to be deposited into the Working 

Capital Reserve Account (subject to the same timing and other requirements pursuant to the 

Transaction Documents as would otherwise be applicable for deposit of such Asset Proceeds into 

the Collection Account), and (b) any further distributions (including, as applicable, the Final 

Distribution) and payments are to be made directly from the Working Capital Reserve, based on 

instructions provided by the Manager pursuant to Section 9.2 of the LLC Operating Agreement 

and subject to the same requirements and allocations as would otherwise be applicable pursuant to 

this Agreement for making such distributions from the Distribution Account. The Company will 

close the Working Capital Reserve Account promptly following the Final Distribution. 

ARTICLE V 

DISTRIBUTIONS 

Section 5.1 Priority of Payments. 

(a) On each Distribution Date (by not later than 11:00 a.m. New York City 

time), the Paying Agent is to disburse amounts transferred to the Distribution Account from the 

Collection Account pursuant to Section 3.2 in accordance with the priorities set forth in 

Section 5.1(b) (the “Priority of Payments”) and pursuant to the Distribution Date instructions 

contained in the Cash Flow and Distribution Reports delivered pursuant to Section 11.3. 

Notwithstanding anything in this Agreement to the contrary, however, the Paying Agent is to take 

disbursement instructions from the Initial Member with respect to the distributions payable to the 

Private Owner or the Manager, as applicable, pursuant to such Priority of Payments (including any 

of clauses (iii), (iv) or (x) of Section 5.1(b)) upon the delivery of written notice substantially in the 

form attached to this Agreement as Exhibit R (a “PO/Manager Distribution Instruction”) from 

the Initial Member to the Paying Agent providing that such distributions should instead be paid to 

(or at the direction of) the Initial Member (as further indicated in such PO/Manager Distribution 

Instruction) pursuant to the terms of (and exercise by the Initial Member of remedies under) the 

LLC Operating Agreement (in connection with a Default or Event of Default thereunder), to the 

Paying Agent providing that such distributions should be suspended, withheld or otherwise 

remitted for payment of (or to be held as security for) Private Owner Obligations pursuant to the 

terms of (or exercise of remedies under) the LLC Operating Agreement or the Insurance Schedule 

(it being understood that the foregoing provisions of this sentence will not apply absent delivery 

of such PO/Manager Distribution Instruction). The instructions pursuant to any such PO/Manager 

Distribution Instruction will remain in effect (subject to any express provisions thereof or further 

PO/Manager Distribution Instruction superseding the same) unless and until the Initial Member 

delivers a notice to the Paying Agent substantially in the form attached to this Agreement as 

Exhibit S (a “PO/Manager Distribution Reinstatement Notice”) with applicable instructions 

permitting reinstatement of such distributions to the Private Owner and the Manager, as applicable, 

in which case the Paying Agent will so reinstate such distributions to the Private Owner and the 

Manager, as applicable (including as to any previously suspended or withheld distributions not 

otherwise remitted pursuant to applicable instructions from the Initial Member), to the extent 

provided in such PO/Manager Distribution Reinstatement Notice (and the Initial Member agrees 

that, following the cure (to its satisfaction) of all applicable Defaults or Events of Default under 

the LLC Operating Agreement (or other circumstances) that resulted in delivery of the applicable 

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PO/Manager Distribution Instruction and satisfaction of any other express conditions with respect 

thereto (and so long as no other applicable Default or Event of Default under the LLC Operating 

Agreement has occurred and is continuing), it is to issue to the Paying Agent an applicable 

PO/Manager Distribution Reinstatement Notice so permitting such reinstatement). For avoidance 

of doubt, in no event will delivery of any such PO/Manager Distribution Instruction reduce or 

delay any applicable distributions to the Initial Member, and the Paying Agent is to continue to 

make applicable distributions to the Initial Member of its allocable portion of Distributable Cash 

on each Distribution Date in accordance with the applicable provisions in Section 5.1(b) and the 

applicable Cash Flow and Distribution Reports. The Initial Member is to deliver a copy of any 

such PO/Manager Distribution Instruction or PO/Manager Distribution Reinstatement Notice to 

each of the Company, the Manager and the Private Owner concurrently with or following delivery 

of such PO/Manager Distribution Instruction to the Paying Agent; and the Company (or, if 

applicable pursuant to Section 11.3, the Initial Member) is to cause the same to be duly reflected 

in each applicable Cash Flow and Distribution Report (commencing with the Distribution Date 

following delivery of such PO/Manager Distribution Instruction or PO/Manager Distribution 

Reinstatement Notice, as the case may be), it being understood that the Paying Agent is to comply 

with any applicable PO/Manager Distribution Instruction or PO/Manager Distribution 

Reinstatement Notice delivered to the Paying Agent notwithstanding the failure of the Company 

to cause the same to be reflected in any such Cash Flow and Distribution Report. For purposes of 

any determinations with respect to amounts payable to the Private Owner or the Manager under 

the Transaction Documents (including any accrual of interest), (I) amounts otherwise payable to 

the Private Owner or the Manager that are suspended, withheld or remitted pursuant to any 

PO/Manager Distribution Instruction will be deemed to have been paid to the Private Owner or 

the Manager, as applicable, on such date the same would have been paid but for application of 

such PO/Manager Distribution Instruction, and (II) any amounts paid to the Private Owner or the 

Manager on account of any suspended or withheld distributions (but not future distributions) in 

connection with any PO/Manager Distribution Reinstatement Notice are to be disregarded. Any 

amounts (otherwise payable to the Private Owner, including as the Manager) held by the Paying 

Agent pursuant to any PO/Manager Distribution Instruction will remain part of the Secured Assets, 

and, for purposes of the security interest granted by the Private Owner in such Secured Assets, the 

Paying Agent is to hold (and agrees to so hold) such amounts for the benefit of, and as collateral 

agent for, the Initial Member and the other Indemnified Parties, at all times subject to any 

instructions from the Initial Member as may be included in a separate PO/Manager Distribution 

Instruction with respect to further disposition thereof. 

(b) On each Distribution Date, all funds in the Distribution Account as 

described in Section 11.3 are to be distributed in the following order of priority (using (for purposes 

of clause (v) below) the Working Capital Reserve Target specified for such Distribution Date in 

the Cash Flow and Distribution Report for such Distribution Date but otherwise as determined as 

of the close of business on the Determination Date with respect to such Distribution Date): 

(i) first, to pay the fees and expenses of the Custodian and Paying Agent, 

including any indemnification payments owing to the Custodian and Paying Agent pursuant to 

Section 13.1, in accordance with the terms of this Agreement; 

(ii) second, [intentionally omitted]; 

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(iii) third, (A) for each Due Period during the Interim Servicing Period, 

to pay to (1) the Transferor the Interim Servicing Fee with respect to such Due Period, together 

with any unpaid portion of the Interim Servicing Fee with respect to any prior Due Period, and (2) 

the Manager the Interim Management Fee with respect to such Due Period, together with any 

unpaid portion of the Interim Management Fee for any prior Due Period, and (B) for each Due 

Period following the Interim Servicing Period, to pay to the Manager an amount equal to the 

Management Fee with respect to such Due Period, together with any unpaid portion of the 

Management Fee for any prior Due Period; 

(iv) fourth, to repay any Excess Working Capital Advances made by the 

Manager pursuant to Section 5.5 of the LLC Operating Agreement and Section 3.7; 

(v) fifth, prior to the Final Distribution, to replenish (A) first, the 

Working Capital Reserve (by means of a deposit into the Working Capital Reserve Account) until 

the amount of funds held in the Working Capital Reserve Account is equal to the Working Capital 

Reserve Target, and (B) second, the Capital Improvement Fund (by means of a deposit into the 

Capital Improvement Account) until the amount of funds held in the Capital Improvement Account 

is equal to the Capital Improvement Fund Target; 

(vi) sixth, [intentionally omitted]; 

(vii) seventh, [intentionally omitted]; 

(viii) eighth, [intentionally omitted]; 

(ix) ninth, [intentionally omitted]; and 

(x) finally, to be distributed to the Initial Member and the Private Owner 

(as distributions with respect to their respective LLC Interests) in accordance with Section 6.6 of 

the LLC Operating Agreement. 

(c) [Intentionally Omitted]. 

(d) Notwithstanding anything set forth in Section 5.1(b) to the contrary (but 

subject to the rights of the Initial Member set forth in Section 5.1(a) and any further instructions 

from the Initial Member pursuant thereto), in connection with the issuance by the Initial Member 

of a Clean-Up Call Notice, as and to the extent so directed by the Initial Member in its sole 

discretion (with delivery of written instructions to the Paying Agent, which may be in the form of 

a copy of such Clean-Up Call Notice including such instructions), the Paying Agent is to suspend 

or withhold any or all further distributions from the Distribution Account to the Initial Member or 

the Private Owner with respect to their respective LLC Interests (pursuant to Section 5.1(b)(x)) 

until the Final Monthly Distribution (to occur following the winding-up and liquidation or 

applicable permitted distribution of all remaining Company Property other than any applicable 

reserves to be held in the Working Capital Reserve pursuant to Section 9.2(c) of the LLC Operating 

Agreement) or such earlier date as permitted by the Initial Member in its sole discretion. All such 

suspended or withheld distributions to the Initial Member or the Private Owner with respect to 

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their respective LLC Interests pursuant the foregoing sentence instead are to be deposited into the 

Collection Account. 

Section 5.2 Notices of Payment Failure. 

(a) The Paying Agent is to deliver prompt written notice to the Company if it 

fails to receive in full on the related Distribution Date (based on the Cash Flow and Distribution 

Report), the amount required to be paid by the Company on any Distribution Date, which notice 

is to include a statement that the required payment was not made by the Company in full and is to 

set forth the amount of such required payment and, in the case of receipt of a partial payment, the 

amount of such partial payment. 

(b) If the Paying Agent has actual knowledge of any actual payment failure in 

advance of the related Distribution Date, it is to deliver written notice thereof to the Company as 

soon as is practicable in accordance with Section 5.2(a). 

ARTICLE VI 

CUSTODIAL DOCUMENTS 

Section 6.1 Delivery of Custodial Documents. 

(a) Delivery. Pursuant to Section 3.1 of the Transfer Agreement, the Transferor 

(i) is required to deliver or cause to be delivered to the Custodian, as soon as is practicable after 

the Agreement Date and at the expense of the Company (which expense will constitute a PreApproved Charge), the Notes and other Custodial Documents (other than the Transfer Documents), 

to the extent they are in the possession of the Transferor or any of its employees or contractors 

(and have actually been located and separately collected as of, or at the discretion of the Transferor 

after, the Closing Date for delivery under the Transfer Agreement), with (A) the Transferor having 

the right to deliver any electronic format Custodial Documents by making the same available for 

download, for a limited period of time determined by the Transferor, through a secure website or 

electronic sharing platform selected by the Transferor (in which case, the Transferor may further 

require that the Company download and deliver such electronic format Custodial Documents to 

the Custodian), and (B) delivery of any Custodial Documents separately located or collected by 

the Transferor after the Closing Date occurring as soon as reasonably practicable after such 

Custodial Documents are separately located and collected, and (ii) may, but is not required to, 

deliver all or some portion of the Transfer Documents to the Custodian on or about the Agreement 

Date (or within a reasonable period of time after the Closing Date as specified by the Transferor 

by written notice to the Company delivered on the Closing Date, if any, as to Transfer Documents, 

if any, to be delivered by Transferor). As soon as practicable after the Agreement Date (and in 

any event in accordance with Sections 3.1 and 3.2 of the Transfer Agreement), the Company is to 

deliver or cause to be delivered to the Custodian (I) the Transfer Documents, to the extent that the 

Transferor does not deliver all the Transfer Documents to the Custodian on or about the Closing 

Date (or within a reasonable period of time after the Closing Date as specified by the Transferor 

by written notice to the Company delivered on the Closing Date) and (II) the Custodial Documents 

(other than the Transfer Documents) in existence as of the Closing Date, to the extent that the 

Transferor does not deliver or cause to be delivered the same on or about the Closing Date, and to 

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the extent that they can reasonably be obtained (and in any event subject to the last sentence of 

Section 6.1(e)). Documents to be delivered to the Custodian pursuant to this Section 6.1(a) are to 

be delivered at the office of the Custodian at 1055 SE 10th Avenue, Minneapolis, Minnesota 55414 

Attention: Document Custody Group SIG RCRS D MF (the “Office”). Without limitation of the 

foregoing, the Company is to deliver a notice to the Custodian when it considers itself to have 

complied with the obligation set forth in the second sentence of this Section 6.1(a). 

(b) Collateral Certificate; Exceptions. The Custodian is to make available 

during normal business hours, and at such other hours as may be reasonable in the circumstances, 

(i) to representatives of the Transferor (and, if the Transferor so determines, the Company) office 

space at the Office that is sufficient to accommodate up to six people to review the Custodial 

Documents to be delivered, or delivered, by the Transferor pursuant to Section 6.1(a) with 

representatives of the Custodian for a period (not to exceed ten days) specified by the Transferor 

upon reasonable prior notice to the Custodian, and (ii) to representatives of the Company (and, if 

the Company so determines, of the Transferor) office space at the Office that is sufficient to 

accommodate up to six people to review the Custodial Documents to be delivered, or delivered, 

by the Company pursuant to Section 6.1(a) with representatives of the Custodian for a period (not 

to exceed ten days) specified by the Company upon reasonable prior notice to the Custodian. 

Within seventy-five days after notice from the Transferor that it has delivered to the Custodian all 

of the Custodial Documents that it intends to deliver to the Custodian pursuant to Section 3.1 of 

the Transfer Agreement, the Custodian is to execute and deliver to the Company and the Initial 

Member a certificate, substantially in the form attached to this Agreement as Exhibit E (including 

an Asset Schedule and Exception List) (a “Collateral Certificate”). Further, within forty-five 

days after the Custodian’s receipt of the notice from the Company described in the last sentence 

of Section 6.1(a) (or, if earlier, within forty-five days after the first anniversary of the Agreement 

Date), the Custodian is to execute and deliver to the Company and the Initial Member a new 

Collateral Certificate (including a new Asset Schedule and Exception List). In reviewing the 

documents provided with respect to an Asset, the Custodian is to examine the same and determine, 

with respect to each such document, whether (I) it meets the Review Criteria and (II) it (A) appears 

regular on its face (i.e., is not mutilated, damaged, torn, defaced or otherwise physically altered), 

(B) relates to the Asset to which it purports to relate, (C) has been executed by the named parties 

thereon, (D) where applicable, purports to be recorded, and (E) appears to be what it purports to 

be. Each Collateral Certificate delivered pursuant to this Agreement must certify to all of the 

Custodial Documents received up to and including the date of such Collateral Certificate. 

(c) Custodial Documents. For each Asset, to the extent applicable, the 

“Custodial Documents” will include (and the term “Custodial Documents” will mean) the 

following: 

(i) either (A) the original Note bearing all intervening endorsements 

(including through allonges attached thereto) and endorsed (including through an allonge attached 

thereto) “PAY TO THE ORDER OF SIG RC RS D MF 2023 Venture LLC, WITHOUT 

RECOURSE AND WITHOUT REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED 

OR BY OPERATION OF LAW, OF ANY KIND OR NATURE WHATSOEVER” and signed in 

the name of the Federal Deposit Insurance Corporation as the receiver for the Failed Bank, or (B) 

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in the event that the original Note is not available, a fully executed Assignment and Lost Instrument 

Affidavit (in the form of Attachment F to the Transfer Agreement); 

(ii) the original or a copy (subject to Section 6.1(e) below) of the 

Mortgage with evidence of recording thereon, a certified copy thereof from the applicable 

Recording Office, or a copy thereof together with an officer’s certificate of the related Borrower, 

title company, escrow agent or closing attorney certifying that such represents a true and correct 

copy of the original and that such original has been submitted for recordation in the applicable 

Recording Office (provided that Custodian will continue to cite an exception until the recorded 

document is received); 

(iii) the originals or copies (subject to Section 6.1(e) below) of all 

assumption, Modification, consolidation or extension agreements (if any) with evidence of 

recording thereon, certified copies thereof from the applicable Recording Office, or copies thereof 

together with a certification by or other similar evidence from the applicable Recording Office or 

an officer’s certificate of the related Borrower, title company, escrow agent or closing attorney 

certifying that such represents a true and correct copy of the original and that such original has 

been submitted for recordation in the applicable Recording Office; 

(iv) the Acquired Property Files, as applicable; 

(v) the Mortgage Assignment to the Company (in the form specified in 

the Transfer Agreement) signed in the name of the Federal Deposit Insurance Corporation as 

receiver for the Failed Bank, with evidence of recording thereon, certified copies thereof from the 

applicable Recording Office, or copies thereof together with an officer’s certificate of the title 

company certifying that such represents a true and correct copy of the original and that such 

original has been submitted for recordation in the applicable Recording Office; 

(vi) the originals of all intervening Mortgage Assignments (if any) with 

evidence of recording thereon, certified copies thereof from the applicable Recording Office, or 

copies thereof together with an officer’s certificate of the title company certifying that such 

represents a true and correct copy of the original of each such intervening Mortgage Assignment 

and that such original has been submitted for recordation in the applicable Recording Office; 

(vii) [intentionally omitted]; 

(viii) the original or a copy (subject to Section 6.1(e) below) of the 

attorney’s opinion of title and abstract of title or the original mortgage title insurance policy or, if 

the original mortgage title insurance policy has not been issued, the irrevocable commitment to 

issue the same or a true and correct copy of the title policy from the issuing title company; 

(ix) the originals or copies (subject to Section 6.1(e) below) of all 

Collateral Documents executed in connection with the Asset; 

(x) Uniform Commercial Code financing statements with recording 

information thereon from the Recording Offices if necessary to perfect the security interest of the 

Asset under the Uniform Commercial Code; 

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(xi) [intentionally omitted]; 

held by the bailee; 

(xii) any bailee letters regarding any Notes or other Custodial Documents 

(xiii) [intentionally omitted]; 

(xiv) with respect to any Acquired REO Property the original or a copy of 

the attorney’s opinion of title and abstract of title or the original owner’s title insurance policy or, 

if the original owner’s title insurance policy has not been issued, the irrevocable commitment to 

issue the same or a true and correct copy of the title policy from the issuing title company; 

(xv) the originals of all leases related to any Asset; 

(xvi) with respect to any Loan, the Omnibus Loan Assignment to the 

Company (in the form specified in the Transfer Agreement) signed in the name of the Federal 

Deposit Insurance Corporation as receiver for the Failed Bank; and 

(xvii) (A) the original or (if such original copy is retained by the relevant 

recording or filing office) a copy of each other Transfer Document (with evidence of recording or 

filing thereon), not described in any of the foregoing clauses (i) through (xvi), executed in 

connection with the Asset, if any, together (in the case of a copy) with a certificate of the related 

Servicer (or Subservicer) or the foreclosure attorney certifying that such document of assignment, 

conveyance of transfer is a true, correct and complete copy of the original document (and that such 

original has been retained by the relevant recording or filing office), and (B) such other documents 

for each Asset as determined by the Company. 

(d) Supplemental Deliveries. The Company is to deliver or cause to be 

delivered to the Custodian any and all Custodial Documents (in addition to those delivered 

pursuant to Section 6.1(a)) within ten days following the execution and delivery, receipt or other 

generation by or on behalf of the Company or any Ownership Entity of any such Custodial 

Document at any time after the Closing Date or (with respect to any Custodial Document that was 

not initially provided pursuant to Section 6.1(a) because it had not then been located or otherwise 

was not available) such Custodial Document otherwise first having been located or becoming 

available. All such deliveries of Custodial Documents pursuant to this Section 6.1(d) are to be 

accompanied by a certificate in the form of Exhibit G (a “Supplemental Delivery Certificate”), 

prepared by an Authorized Representative of the Company, itemizing the Custodial Documents 

being delivered to the Custodian in such delivery and identifying the Asset with respect to which 

each such Custodial Document relates. After the receipt of any additional Custodial Documents, 

the Custodian is to (i) examine such additional Custodial Documents and determine, with respect 

to each such document, whether (A) it meets the Review Criteria and (B) it (1) appears regular on 

its face (i.e., is not mutilated, damaged, torn, defaced or otherwise physically altered), (2) relates 

to such Asset, (3) has been executed by the named parties thereon, (4) where applicable, purports 

to be recorded, and (5) appears to be what it purports to be, and (ii) ensure that all such Custodial 

Documents with respect to an Asset are placed in the file for the related Asset. In the event the 

Custodian determines that the Supplemental Delivery Certificate is inaccurate, the Custodian is to 

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so notify the Company in writing no later than the first Business Day following its receipt of the 

Supplemental Delivery Certificate. Within seven Business Days after the receipt of the additional 

Custodial Documents by the Custodian, the Custodian is to provide the Company with a new 

Collateral Certificate (including a new Asset Schedule and Exception List); provided, however, 

that, if the Custodian has not yet delivered the first Collateral Certificate pursuant to Section 6.1(b), 

the Custodian instead will reflect such Custodial Document in such initial Collateral Certificate 

when delivered. 

(e) Asset Schedules; Exception Lists; Review Criteria. Each Asset Schedule 

and Exception List is to list all Exceptions using such codes as are in form and substance agreed 

to by the Custodian and the Company. Each Asset Schedule and Exception List delivered by the 

Custodian to the Company will supersede and cancel the Asset Schedule and Exception List 

previously delivered by the Custodian to the Company pursuant to this Agreement, and will replace 

the then existing Asset Schedule and Exception List to be attached to the Collateral Certificate. 

Notwithstanding anything to the contrary in this Section 6.1, if the Asset Schedule and Exception 

List attached to the Collateral Certificate is different from the Asset Schedule and Exception List 

most recently delivered to the Company, then the most recently delivered Asset Schedule and 

Exception List will control and be binding upon the parties to this Agreement. A copy of each 

Asset Schedule and Exception List delivered to the Company is to be delivered contemporaneously 

to the Initial Member. The delivery of each Asset Schedule and Exception List to the Company 

will constitute the Custodian’s representation (to each of the Company and the Initial Member) 

that, other than the Exceptions listed as part of the last delivered Asset Schedule and Exception 

List: (i) all documents required to be delivered in respect of an Asset pursuant to Section 6.1(c) 

have been delivered and are in the possession of the Custodian as part of the Custodial Documents; 

(ii) all such documents have been reviewed and examined by the Custodian in accordance with the 

review procedures specified in this Agreement and (A) meet the Review Criteria and (B) appear 

on their face to be regular and to relate to such Asset and to satisfy the requirements set forth in 

Section 6.1(c); and (iii) each Asset identified on such Asset Schedule and Exception List is being 

held by the Custodian as the bailee for the Company. In connection with an Asset Schedule and 

Exception List delivered pursuant to this Section 6.1(e) by the Custodian, the Custodian is to make 

no representations as to and will not be responsible for verifying, except as set forth in 

Sections 6.1(b) and 6.1(d) of this Agreement, (I) the validity, legality, enforceability, due 

authorization, recordability, sufficiency or genuineness of any of the Custodial Documents or (II) 

the collectability, insurability, effectiveness or suitability of any such Asset. To the extent that 

any of the documents or materials required to be provided by the Company to the Custodian 

pursuant to Sections 6.1(c)(ii), (iii), (vi), (viii) and (ix) are not available as originals or as certified 

copies and the absence of such item would not, in the reasonable judgment of the Company, affect 

the value of the Asset or the ability to enforce the rights of the mortgagee (and the Manager is not 

otherwise required to do so in order to comply with the Servicing Obligations), the Company will 

not be required to expend more than nominal funds to provide such original or certified copies 

unless or until they are necessary for the enforcement of such rights; provided that until such 

original or certified copies are delivered, the Company will ensure that an ordinary copy (which 

may be in electronic format) has been delivered to, and is held by, the Custodian as part of the 

Custodial Documents. Where under all applicable Law and customary practice, a document 

executed and delivered by electronic means (and with digital or electronic signatures) has the same 

legal effect as an original (including for any relevant filing or enforcement purpose), such 

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document, as so executed and delivered by electronic means and in such form as required for 

having the same legal effect as an original, may be treated as an original hereunder; and in such 

case applicable records (including any Collateral Certificate or Supplemental Delivery Certificate) 

will indicate the electronic nature of the document (and any relevant specific electronic service or 

authentication information) and such treatment as an original. 

Section 6.2 Examination of Custodian Files; Copies. 

(a) Upon reasonable prior written notice to the Custodian, the Company, and 

its agents, accountants, attorneys and auditors, and any other Persons designated by the Company 

in writing as authorized to access and review the Custodial Documents, will be permitted during 

normal business hours to examine the Custodial Documents. 

(b) Upon the request, and at the cost and expense, of the Company, the 

Custodian is to provide copies of any requested Custodial Documents; provided, however, that the 

Company is to reimburse the Custodian for the actual, reasonable and customary costs incurred in 

providing copies of such Custodial Documents. 

Section 6.3 Shipment of Custodial Documents. Prior to any shipment of any Custodial 

Documents pursuant to this Agreement, the Company is to deliver to the Custodian written 

instructions as to the method of shipment and the shipper that the Custodian is to utilize in 

connection with the transmission of such Custodial Documents. The Company is to arrange for 

the provision of such services at its sole cost and expense (or, at the Custodian’s option, reimburse 

the Custodian for all costs and expenses incurred by the Custodian consistent with such 

instructions) and is to maintain such insurance against loss or damage to the Custodial Documents 

as the Company may deem appropriate. It is expressly agreed that in no event will the Custodian 

have any liability for any losses or damages to any Person, including the Company, arising out of 

actions of the Custodian pursuant to this Section 6.3 consistent with the instructions of the 

Company. In the event that the Custodian does not receive such written instructions, the Custodian 

will be authorized and will be indemnified as provided in this Agreement to utilize a nationally 

recognized courier service. 

ARTICLE VII 

CUSTODIAN 

Section 7.1 Appointment of the Custodian. Subject to the terms and conditions of this 

Agreement, the Company appoints the Bank to perform the duties of the Custodian, and the Bank 

accepts such appointment as the Custodian, to act as the Company’s agent, custodian and bailee to 

hold and maintain custody of the Custodial Documents. 

Section 7.2 Obligations of the Custodian. 

(a) Maintenance of Custody. The Custodian is to (i) segregate, hold and 

maintain continuous custody of all Custodial Documents received by it in trust for and for the 

benefit of the Company in secure and fire resistant facilities and in accordance with customary 

controls on access regarding the safety and security of the Custodial Documents, (ii) act with the 

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same degree of care and skill that the Custodian exercises with respect to any loan files relating to 

similar loans owned, serviced or held as custodian by the Custodian, and, in any event, without 

negligence, lack of good faith, or willful misconduct, in connection with the actions taken 

hereunder, (iii) reflect in its records the interest of the Company therein, (iv) make disposition of 

the Custodial Documents only in accordance with the provisions of this Agreement, and (v) hold 

all Custodial Documents received by it for the exclusive use and benefit of the Company, and 

make disposition thereof only in accordance with written instructions furnished by the Company. 

In the event that the Custodian moves any Custodial Documents from the state where the Custodial 

Documents are initially kept pursuant to this Agreement, the Custodian must provide prompt 

written notice to the Company of the location of such Custodial Documents. 

(b) [Intentionally Omitted]. 

(c) Qualification to Conduct Business. Nothing contained in this Agreement 

will be construed to require the Custodian to qualify to do business in any jurisdiction other than 

(i) any jurisdiction in which any Custodial Document is or may be held by the Custodian from 

time to time under this Agreement or (ii) any jurisdiction in which the ownership of its property 

or the conduct of its business requires such qualification and in which the failure to qualify could 

have a material adverse effect on the Custodian or its property or business or on the ability of the 

Custodian to perform its duties and obligations under this Agreement. 

(d) [Intentionally Omitted]. 

(e) Third Party Demands. In the event that (i) the Company or the Custodian 

is served by a third party with any type of levy, attachment, writ or court order with respect to any 

Custodial Document or (ii) a third party institutes any court proceeding by which any Custodial 

Document is required to be delivered otherwise than in accordance with the provisions of this 

Agreement, the party receiving such service promptly must deliver or cause to be delivered to the 

other parties to this Agreement copies of all court papers, orders, documents and other materials 

concerning such proceedings. The Custodian, to the extent permitted by Law, is to continue to 

hold and maintain all of the Custodial Documents that are the subject of such proceedings pending 

a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition 

thereof. Upon final determination of such court, the Custodian will release such Custodial 

Documents as directed by the Company, which is to give a direction consistent with such court 

determination. 

(f) Release of Custodial Documents. Subject to the provisions of Section 

7.2(e), the Custodian must retain the Custodial Documents in its possession and custody at all 

times during the term of this Agreement unless any one of the following events occurs: 

(i) If the Custodian resigns or is removed in accordance with the 

provisions of Section 9.1, the Custodian is to deliver the Custodial Documents to the successor 

Custodian in accordance with Section 9.1. 

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(ii) If the Custodian receives a notice in the form of Exhibit H from an 

Authorized Representative of the Company stating that the Company has received all amounts due 

under an Asset, or a discounted payoff as payment in full of such Asset, the Custodian is to release 

the related Custodial Documents to the Company or to the Manager in accordance with the 

instructions provided in such notice. 

(iii) If the Custodian receives notice in the form of Exhibit H from an 

Authorized Representative of the Company that the Company or the Private Owner needs the 

Custodial Documents in order to foreclose on a Mortgaged Property, accept a deed in lieu thereof 

or modify or restructure the terms thereof, the Custodian is to release the related Custodial 

Documents to the Company or the Manager in accordance with the instructions provided in such 

notice. 

(iv) If the Custodian receives notice in the form of Exhibit H from an 

Authorized Representative of the Company that the Company has agreed to sell an Asset or the 

Collateral, the Custodian is to deliver the related Custodial Documents to the Company or to the 

Manager in accordance with the instructions provided in such notice. 

(g) No Other Duties. The Custodian will have no duties or responsibilities as 

Custodian except those that are specifically set forth in this Agreement and will not be liable except 

for the performance of such duties and obligations. No implied covenants or obligations are to be 

read into this Agreement. 

(h) No Investigation. The Custodian will be under no obligation to make any 

investigation into the facts or matters stated in any resolution, certificate, statement, 

acknowledgement, consent, order or other document that is included in the Custodial Documents. 

(i) Cooperation. The Company is to cooperate and use commercially 

reasonable efforts to provide any additional documentation or information reasonably requested 

by the Custodian in performing its duties and obligations pursuant to this Agreement. 

(j) Survival. The provisions of this Section 7.2 will survive the resignation or 

removal of the Custodian and Paying Agent and the termination of this Agreement. 

ARTICLE VIII 

FEES AND EXPENSES 

Section 8.1 Fees and Expenses. The Bank will charge such fees for its services and be 

reimbursed for such of its expenses pursuant to this Agreement as are set forth on Exhibit J, which 

fees and expenses must be reasonable and customary and which fees and expenses are not to 

include any attorneys’ or other professionals’ fees and expenses. The Company shall pay such 

fees and expenses other than any fees and expenses in connection with the Private Owner Pledged 

Account, which such fees and expenses will be the responsibility of the Private Owner. In 

furtherance of the foregoing, if and to the extent that any fees or expenses in connection with the 

Private Owner Pledged Account are paid pursuant to Section 5.1(b) instead of being separately 

paid by the Private Owner, the Paying Agent is to notify the Initial Member and the Private Owner 

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of such payment and the Private Owner forthwith is to make a deposit (from its own funds) into 

the Collection Account of an amount equal to the amount of such fees or expenses, and to the 

extent that the Private Owner fails to make such payment in full by the end of the month following 

receipt of such notice by the Initial Member, at the direction of the Initial Member, the Paying 

Agent is to deposit into the Collection Account on each succeeding Distribution Date an amount 

equal to any such outstanding deposit obligation of the Private Owner (after giving effect to any 

prior deposits into the Collection Account pursuant to this Section 8.1) (as specified by the Initial 

Member to the Paying Agent) by deducting such deposit amount from the amounts that otherwise 

would have been distributed to the Private Owner (including as Manager) pursuant to 

Section 5.1(b). Upon the resignation or removal of the Bank as Custodian or Paying Agent or the 

termination or assignment (“Termination”) of this Agreement, all fees and expenses as described 

in this Section 8.1 also will terminate as of the date of Termination; provided, however, that the 

Bank will be entitled to receive fees and expenses accruing prior to the date of Termination. 

Nothing in this Section 8.1 is to be construed to limit in any way the right of the Bank, in its 

respective capacities as Custodian and Paying Agent, to receive indemnification and 

reimbursement from the Company and the Private Owner, as applicable, pursuant to Section 13.1. 

ARTICLE IX 

REMOVAL OR RESIGNATION 

Section 9.1 Removal or Resignation of Custodian and Paying Agent. 

(a) Resignation. Subject to the provisions of Section 9.1(c), the Bank at any 

time may resign and terminate its obligations as the Custodian and Paying Agent pursuant to this 

Agreement upon at least sixty days’ prior written notice to the Company, the Initial Member, and 

the Private Owner. If the Bank so resigns, it must resign as both the Custodian and Paying Agent. 

Promptly after receipt of notice of the Bank’s resignation as the Custodian and Paying Agent, 

subject to the provisions of the LLC Operating Agreement as it relates to the Company, the 

Company is to appoint, by written instrument, a successor Custodian and Paying Agent. If no 

successor is appointed as the Custodian and Paying Agent within such sixty-day period, the Bank 

may petition any court of competent jurisdiction to appoint a successor Custodian and Paying 

Agent. 

(b) Removal. Subject to the provisions of Section 9.1(c), the Company may 

remove and discharge the Bank as the Custodian and Paying Agent (or any successor custodian 

and paying agent thereafter appointed) without cause from the performance of its obligations 

pursuant to this Agreement upon at least thirty days’ prior written notice to the Bank. Promptly 

after giving such notice of removal as the Custodian and Paying Agent, subject to the provisions 

of the LLC Operating Agreement as it relates to the Company, the Company is to appoint, by 

written instrument, a successor Custodian and Paying Agent. 

(c) Effectiveness. No resignation or removal of the Person serving as 

Custodian and Paying Agent pursuant to Section 9.1(a) or (b) will be effective prior to the 

appointment of a successor Custodian and Paying Agent, the acceptance of such appointment by 

such successor Custodian and Paying Agent and the execution by such successor Custodian and 

Paying Agent and by the Private Owner (which the Private Owner is to do upon demand of the 

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Initial Member), and delivery to the Initial Member, of a Private Owner Pledged Account Control 

Agreement in the form of Exhibit Q or otherwise satisfactory to the Initial Member. Upon 

appointment of a successor Custodian and Paying Agent, the successor Custodian and Paying 

Agent is to execute, acknowledge and deliver an instrument accepting such appointment under, 

and agreeing to be bound by the terms of, this Agreement, at which time the resignation or removal 

of the predecessor Custodian and Paying Agent will become effective and the successor Custodian 

and Paying Agent, without any further act, deed or conveyance, will become fully vested with all 

rights, powers, duties and obligations of the Custodian and the Paying Agent pursuant to this 

Agreement, as if originally named the Custodian and Paying Agent pursuant to this Agreement. 

One original counterpart of such instrument is to be delivered to each of the Company, the Initial 

Member, the Private Owner, the predecessor Custodian and Paying Agent and the successor 

Custodian and Paying Agent. 

(d) Transfer of Documents. In the event of any removal or resignation as 

Custodian and Paying Agent, the then-incumbent Custodian and Paying Agent promptly is to 

transfer to the successor Custodian and Paying Agent, as directed, all Custodial Documents, all 

funds deposited in the Accounts and all executed original counterparts of the Private Owner 

Pledged Account Control Agreement, in the possession of the Paying Agent, and the Company 

and the then-incumbent Custodian and Paying Agent are to execute and deliver such instruments 

and do such other things as might reasonably be required for more fully and certainly vesting and 

confirming in the successor Custodian and Paying Agent all rights, powers, duties and obligations 

of the then-incumbent Custodian and Paying Agent as the Custodian and Paying Agent under this 

Agreement. 

(e) Costs. The Company will be responsible for payment to the successor 

Custodian and Paying Agent of all fees and expenses of the successor Custodian and Paying Agent 

and any fees and expenses for transferring Custodial Documents and funds deposited in the 

Accounts to the successor Custodian and Paying Agent except with respect to the Private Owner 

Pledged Account, the fees and expenses with respect to which are to be paid by the Private Owner. 

ARTICLE X 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

Section 10.1 Representations, Warranties and Covenants. 

(a) Each of the Bank as the Custodian and Paying Agent, the Company, the 

Initial Member and the Private Owner, as applicable, represents and warrants to each other as 

follows: 

(i) it has the requisite power and authority and the legal right to execute 

and deliver, and to perform its obligations under, this Agreement, and has taken all necessary 

corporate or other action to authorize its execution, delivery and performance of this Agreement; 

(ii) no consent or authorization of, filing with, or other act by or in 

respect of, any United States or non-United States national, federal, state, local or provincial or 

international government or any political subdivision of any governmental, regulatory or 

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administrative authority, agency or commission, or judicial or arbitral body, and no consent of any 

other Person (including any stockholder or creditor) is required in connection with its execution, 

delivery, performance, validity or enforceability of this Agreement; and 

(iii) this Agreement has been duly executed and delivered on behalf of it 

and constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms, 

except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or 

similar Laws affecting the enforcement of creditors’ rights generally and by general principles of 

equity (whether enforcement is sought in a proceeding in equity or at Law). 

(b) The Bank as Custodian and Paying Agent represents and warrants to the 

Company, the Initial Member, and the Private Owner that the Bank is a Qualified Custodian and 

Paying Agent. 

Section 10.2 Insurance. At its own expense, the Custodian and Paying Agent is to 

maintain at all times and keep in full force and effect (a) fire and other casualty insurance, (b) 

fidelity insurance, (c) theft of documents insurance, (d) forgery insurance, and (e) errors and 

omissions insurance. All such insurance is to be in amounts, with standard coverage and subject 

to deductibles, as are customary for insurance typically maintained by financial institutions which 

act as paying agent and as custodian of collateral substantially similar to the Custodial Documents. 

The Company is entitled to receive, upon written request, a certificate of the respective insurer that 

such insurance is in full force and effect. 

ARTICLE XI 

REPORTS 

Section 11.1 Custodian and Paying Agent Report. 

(a) For each Due Period, the Custodian and Paying Agent will cause to be 

furnished to the Private Owner and the Initial Member, no later than 12:00 noon New York City 

time on the related Distribution Date (or such other date/time as may be set forth on Exhibit K), 

information (whether in a single or multiple reports) for the applicable Due Period (collectively, 

the “Custodian and Paying Agent Report”) (i) with respect to the Accounts maintained with the 

Paying Agent, setting forth in reasonable detail the balances of, and any investments in, the 

Accounts as of such date and all deposits to and disbursements from such Accounts, including the 

date on which made, since the date of the previous report, and (ii) setting forth such other 

information with respect to Assets or Collateral held by the Custodian and Paying Agent pursuant 

to this Agreement as may be agreed by the parties with respect to such Due Period, all as set forth 

on Exhibit K (if applicable) or, if such Exhibit K is not applicable, in such electronic form/format 

otherwise determined by the Custodian and Paying Agent and reasonably acceptable to the Private 

Owner and the Initial Member. As a condition to accessing the Paying Agent’s internet website, 

the Paying Agent may require registration and the acceptance of a disclaimer. The Paying Agent 

will not be liable for the dissemination of information in accordance with this Agreement. 

(b) [intentionally omitted]. 

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(c) In connection with the Final Monthly Distribution and for purposes of 

continued reporting thereafter, the Custodian and Paying Agent Report will be adjusted in a 

manner satisfactory to the Paying Agent and the Initial Member so as to remove portions thereof 

that are no longer relevant and to appropriately continue to cover the Working Capital Reserve. 

(d) In addition to the foregoing, the Paying Agent will grant, or cause to be 

granted (from and after the Closing Date), (i) to the Private Owner and the Initial Member, 

including each of their designated representatives, online access to view daily account balances 

and investments in the Company Accounts and incoming funds and disbursements from the 

Company Accounts and (ii) to the Initial Member and the Private Owner online, including each of 

their designated representatives, access to view daily account balances and investments in the 

Private Owner Pledged Account and incoming funds and disbursements from the Private Owner 

Pledged Account. 

Section 11.2 Additional Reports. 

(a) Within two Business Days after receipt of a written request of the Company 

for a Custodial Report or an updated Asset Schedule and Exception List, the Custodian and Paying 

Agent is to provide the requesting party with the Custodial Report or the updated Asset Schedule 

and Exception List, as applicable. 

(b) The Custodian and Paying Agent is to provide any additional information 

or reports relating to the Accounts and the transactions therein reasonably requested from time to 

time by the Company. 

Section 11.3 Company and Servicer Distribution Date Accounting. For each Due Period, 

no later than five Business Days prior to the related Distribution Date, the Company is to prepare 

and deliver or cause the Manager to prepare and deliver to the Paying Agent and the Initial Member 

a report which is to (a) specify the amounts and recipients of all funds to be distributed by the 

Paying Agent on the relevant Distribution Date using (for purposes of clause (v) of the Priority of 

Payments) the Working Capital Reserve Target specified in such report but otherwise as 

determined as of the close of business on the applicable Determination Date, and (b) be certified 

by an Authorized Representative (who shall be the chief financial officer (or an equivalent officer)) 

of the Company (the “Cash Flow and Distribution Report”); provided, however, that (unless the 

Company and the Initial Member agree otherwise) the Initial Member is to prepare and deliver to 

the Paying Agent the Cash Flow and Distribution Report for all Due Periods ending prior to or 

during the calendar month in which the final Servicing Transfer Date occurs, and each such Cash 

Flow and Distribution Report will be due no later than two (rather than five) Business Days prior 

to the related Distribution Date. The Cash Flow and Distribution Report will be a portion of the 

Monthly Report to be provided to the Paying Agent and the Initial Member in accordance with the 

LLC Operating Agreement. The Cash Flow and Distribution Report is to contain the following 

information: 

(x) the aggregate amount of Asset Proceeds received during the applicable Due 

Period and deposited into the Collection Account in accordance with Section 3.1(a); 

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(y) for the Collection Account: 

(i) the amount to be transferred from the Collection Account to the 

Distribution Account, which will equal the sum of: (A) the amount described in Section 11.3(x), 

plus (B) the total amount of funds transferred from the Working Capital Reserve Account into the 

Collection Account during the applicable Due Period, plus (C) the total amount of Excess Working 

Capital Advances deposited in the Collection Account during the applicable Due Period, plus (D) 

[intentionally omitted], less (E) the total amount of funds withdrawn from the Collection Account 

as permitted pursuant to Section 3.1 during the applicable Due Period, plus (F) [intentionally 

omitted] plus (G) [intentionally omitted], plus (H) the total amount of funds transferred into the 

Collection Account during the applicable Due Period pursuant to Section 8.1, plus (I) an amount 

equal to any net interest or other earnings credited to the Collection Account (in respect of 

investments of the funds therein) during such Due Period, as determined by the Paying Agent and 

reported pursuant to Section 4.2, less (J) an amount equal to any net loss charged to the Collection 

Account (in respect of investments of the funds therein) during such Due Period, as determined by 

the Paying Agent and reported pursuant to Section 4.2; and 

(ii) the amounts payable from the Distribution Account (following the 

transfer from, and from the amount to be transferred from, the Collection Account to the 

Distribution Account described in clause (y)(i)) on such Distribution Date pursuant to the Priority 

of Payments, itemized by each clause or sub-clause of the Priority of Payments; and 

(z) any other amounts or calculations required by Section 5.1. 

In connection with the Final Monthly Distribution and for purposes of all further distributions 

thereafter, the Cash Flow and Distribution Report will be adjusted in a manner satisfactory to the 

Paying Agent and the Initial Member, to remove portions thereof that are no longer relevant and 

to cover appropriately all applicable further distributions from the Working Capital Reserve. 

Section 11.4 Distribution Date Instructions. Each Cash Flow and Distribution Report is 

to contain, or be accompanied by, irrevocable instructions to the Paying Agent to transfer all 

applicable funds and make all applicable distributions, including, with respect to each Distribution 

Date through and including the Final Monthly Distribution, for (a) transfer from the Collection 

Account to the Distribution Account of the amount described in Section 11.3(y)(i) and (b) 

withdrawal on the related Distribution Date from the Distribution Account and payment or transfer 

(on such Distribution Date) of the amounts set forth in such report in the manner specified, and in 

accordance with the priorities established, in Section 5.1. 

Section 11.5 Books and Records. The Paying Agent is to maintain all such accounts, 

books and records as might be necessary to record properly all transactions carried out by it with 

respect to the Accounts, including all disbursements therefrom. The Paying Agent also is to 

maintain a complete and accurate set of files, books and records regarding the Assets and the 

Collateral. This obligation to maintain a complete and accurate set of records will encompass all 

files in the Custodian and Paying Agent’s custody, possession or control pertaining to the Assets 

and the Collateral, including all Custodial Documents. The Paying Agent is to permit the 

Company and the Initial Member to examine all such accounts, books and records and is to permit 

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the Private Owner to examine such accounts, books and records that relate to the Private Owner 

Pledged Account; provided, however, that any such examination will occur upon reasonable prior 

notice and during normal business hours. 

Section 11.6 Reporting Service. The Initial Member has the right to require the 

Custodian and Paying Agent to utilize one or more Reporting Services selected, and separately 

engaged by, the Initial Member (subject to the requirements in the LLC Operating Agreement) in 

respect of any or all reports and other information or notices required to be delivered by the 

Custodian and Paying Agent hereunder. Such use of a Reporting Service may involve, in respect 

of any or all such reports and other information or notices (as determined by the Initial Member 

subject to the requirements in the LLC Operating Agreement) (a) use of a secure website, portal 

or other electronic means in connection with or for delivery thereof, (b) use of specified software, 

formatting and procedures for gathering, organizing or transmitting the same, and (c) subject to 

any applicable requirements in the Transaction Documents, changes to the form and content 

thereof and means of delivery of notice of any such changes. 

ARTICLE XII 

NO ADVERSE INTERESTS 

Section 12.1 No Adverse Interests. By execution of this Agreement, the Bank represents 

and warrants that no Responsible Officer of the Bank has any actual knowledge of any adverse 

interest, by way of security or otherwise, in any Asset. The Bank will not pledge, encumber, 

hypothecate, transfer, dispose of, or otherwise grant any third party interest in, any of the Assets 

pursuant to this Agreement. Notwithstanding any other provisions of this Agreement and without 

limiting the generality of the foregoing, neither the Custodian nor the Paying Agent (nor any 

Person claiming by or through either of them) is at any time to exercise or seek to enforce any 

claim, right or remedy, including any statutory or common law rights of set-off, if any, that the 

Custodian or the Paying Agent otherwise might have against all or any part of a Custodial 

Document, Asset or proceeds of either. For the purposes of this Section 12.1, a Responsible 

Officer of the Bank means any managing director, director, associate, principal, vice president, 

assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of 

the Bank customarily performing functions similar to those performed by any of the above 

designated officers and directly responsible for the administration of this Agreement and also 

means, with respect to a particular corporate trust matter, any other officer to whom such matter 

is referred because of his or her knowledge of and familiarity with the particular subject. 

ARTICLE XIII 

LIABILITY AND INDEMNIFICATION 

Section 13.1 Liability; Indemnification. 

(a) Except with respect to the Private Owner Pledged Account and, if 

applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, the 

Company will indemnify and hold harmless the Custodian and Paying Agent and the directors, 

officers, agents and employees of the Custodian and Paying Agent from and against any and all 

Losses of any kind or nature whatsoever that might be imposed on, incurred by, or asserted against 

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it or them in any way relating to or arising out of this Agreement or any action taken or not taken 

by it or them pursuant to this Agreement unless such Losses were imposed on, incurred by or 

asserted against the Custodian and Paying Agent because of the breach by the Custodian and 

Paying Agent of its obligations pursuant to this Agreement, which breach was caused by 

negligence, lack of good faith or willful misconduct on the part of the Custodian and Paying Agent 

or any directors, officers, agents or employees of the Custodian and Paying Agent. The foregoing 

indemnification will survive any resignation or removal of the Custodian and Paying Agent or the 

termination or assignment of this Agreement. 

(b) The Private Owner will indemnify and hold harmless the Paying Agent and 

the directors, officers, agents and employees of the Paying Agent from and against any and all 

Losses of any kind or nature whatsoever that might be imposed on, incurred by or asserted against 

it or them in any way relating to or arising out of this Agreement with respect to the Private Owner 

Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited 

to, such Account, or any action taken or not taken by it pursuant to this Agreement with respect to 

the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on 

deposit in, or credited to, such Account, unless such Losses were imposed on, incurred by or 

asserted against the Paying Agent because of the breach by the Paying Agent of its obligations 

pursuant to this Agreement with respect to the Private Owner Pledged Account or, if applicable, 

any funds or Permitted Investments on deposit in, or credited to, such Account, which breach was 

caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or 

any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification 

will survive any resignation or removal of the Paying Agent or the termination or assignment of 

this Agreement. 

(c) If the Custodian fails to produce a Custodial Document that was not 

identified as an Exception in the then-controlling Asset Schedule and Exception List within two 

Business Days after required or requested by the Company, and such Custodial Document is not 

outstanding pursuant to a Request for Release and Receipt of the Custodial Documents in the form 

of Exhibit H (a “Custodial Delivery Failure”), then (i) with respect to any missing Note with 

respect to which a Custodial Delivery Failure has occurred and has continued in excess of three 

Business Days, the Custodian promptly is to deliver to the Company upon request a Lost 

Instrument Affidavit in the form of Exhibit L (unless the original Note has been delivered prior to 

such time) and (ii) with respect to any missing document related to such Asset, including a missing 

Note, (A) the Custodian will indemnify the Company in accordance with Section 13.1(d) and (B) 

at the Company’s option, at any time the long term obligations of the Custodian are rated below 

the second highest rating category of Fitch Ratings Inc., Moody’s Investors Service, Inc. or S&P 

Global Ratings, the Custodian is to obtain and maintain an insurance bond naming the Company 

and its successors in interest and assigns as loss payees, insuring against any losses associated with 

the loss of such document, in an amount equal to the then-outstanding principal balance of the 

related Asset or such lesser amount requested by the Company in the Company’s sole discretion. 

(d) The Custodian and Paying Agent will indemnify and hold harmless the 

Company, the Initial Member and its directors, officers, employees, agents and designees, from 

and against any and all Losses of any kind or nature whatsoever that might be imposed on, incurred 

by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery 

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Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct 

or any breach of any of the conditions, representations, warranties or obligations of the Custodian 

and Paying Agent contained in this Agreement; provided, however, that in no event will the 

Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and 

Paying Agent have any liability with respect to any special, indirect, punitive or consequential 

damages suffered by the Company. The foregoing indemnification will survive any termination 

or assignment of this Agreement. 

ARTICLE XIV 

CUSTODIAN AND PAYING AGENT 

Section 14.1 Reliance of Custodian and Paying Agent. 

(a) Documents; Communications. The Custodian and Paying Agent may rely 

conclusively on any request, instruction, certificate, direction, receipt, demand, consent, resolution, 

statement, instrument, opinion, report, notice or other document or communication furnished to 

the Custodian and Paying Agent pursuant to this Agreement or any Asset Document that the 

Custodian and Paying Agent believes in good faith (i) to have been signed or presented by an 

Authorized Representative of the party required to sign or present such document and (ii) conforms 

in form to the requirements of this Agreement; provided, however, that in the case of any request, 

instruction, certificate, direction, receipt, demand, consent, resolution, statement, instrument, 

opinion, report, notice or other document or communication which by any provision of this 

Agreement is specifically required to be furnished to the Custodian and Paying Agent, the 

Custodian and Paying Agent will be under a duty to examine the same in accordance with the 

requirements of this Agreement and any Asset Document. 

(b) Requested Instructions. If the Custodian and Paying Agent requests 

instructions from the Company, the Initial Member or the Private Owner, as applicable, with 

respect to any act, action or failure to act in connection with this Agreement, the Custodian and 

Paying Agent will be entitled (without incurring any liability therefor to the Company or any other 

Person) to refrain from taking such action and continue to refrain from acting unless and until the 

Custodian and Paying Agent has received written instructions from the Company, the Initial 

Member or the Private Owner, as the case might be. 

(c) Certificates. Whenever the Custodian and Paying Agent deems it necessary 

or desirable that a matter be proved or established in connection with taking or omitting any action 

by it pursuant to this Agreement, such matter (unless other evidence in respect of such matter is 

specifically prescribed in this Agreement) may be deemed, in the absence of gross negligence or 

willful misconduct on the part of the Custodian and Paying Agent, to be conclusively proved or 

established by a certificate of an Authorized Representative of the relevant Party delivered to the 

Custodian and Paying Agent. 

(d) Reliance on Experts. The Custodian and Paying Agent may consult with 

and obtain advice from reputable and experienced outside counsel, certified public accountants 

that are nationally recognized, or other experts and the advice or any opinion of such counsel, 

accountants or other appropriate experts will be full and complete authorization and protection in 

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respect of any action taken or omitted by it pursuant to this Agreement in good faith and in 

accordance with such advice or opinion of counsel, accountants or other appropriate experts. 

(e) Limited Risk; Additional Limitations. None of the provisions of this 

Agreement requires the Custodian and Paying Agent to expend or risk its own funds or otherwise 

to incur any liability, financial or otherwise, in the performance of any of its duties pursuant to this 

Agreement, or in the exercise of any of its rights or powers, if it has reasonable grounds for 

believing that repayment of such funds or indemnity satisfactory to it against such risk or liability 

is not assured to it. The Custodian and Paying Agent will not (i) be deemed to have knowledge of 

any default, event of default, event or information, or be required to act upon any default, event of 

default, event or information (including the sending of any notice), in each case unless written 

notice has been delivered to the Paying Agent or the Custodian in accordance with the applicable 

requirements herein or a Responsible Officer of the Paying Agent or the Custodian has actual 

knowledge of such event or information, (ii) except as otherwise provided in this Agreement, have 

any duty to take any action to determine whether any such event, default or event of default has 

occurred, (iii) have any implied duty to enforce another party’s obligations if a transaction 

agreement has not assigned such responsibility to a particular party, (iv) unless otherwise expressly 

required pursuant to the provisions of this Agreement, be obligated pursuant to the terms hereof to 

take any legal action or commence any proceeding in connection with this Agreement or any other 

Transaction Document, or to appear in, prosecute or defend any such legal action or proceeding, 

and (v) without limitation of its express obligations under the Transaction Documents, be liable 

for any action or inaction of any other party or agent thereof (that is not the Custodian and Paying 

Agent or an agent of the Custodian and Paying Agent) to any Transaction Document. 

Notwithstanding anything to the contrary in this Agreement, the Custodian and Paying Agent will 

not be required pursuant to the terms of this Agreement to take any action that is not in accordance 

with applicable Law. The right of the Custodian and Paying Agent to perform any permissive or 

discretionary act enumerated in this Agreement or any related document will not be construed as 

a duty. 

(f) Merger or Consolidation. Any corporation into which the Custodian and 

Paying Agent might be merged or converted or with which it might be consolidated, or any 

corporation resulting from any merger, conversion or consolidation to which the Custodian and 

the Paying Agent is a party, or any corporation succeeding to the business of the Custodian and 

Paying Agent, except for any such Person who is or, upon consummation of such transaction, will 

be an Affiliate of the Company, the Servicer or any Subservicer, will be the successor of the 

Custodian and Paying Agent pursuant to this Agreement without the execution or filing of any 

paper with any party to this Agreement or any further act on the part of any of the parties to this 

Agreement except where an instrument of transfer or assignment is required by Law to effect such 

succession, notwithstanding anything in this Agreement to the contrary; provided, however, that 

any such successor must satisfy the representations, warranties and covenants set forth in Section 

10.1. The Custodian and Paying Agent or successor Custodian and Paying Agent is to provide the 

Company with written notice prior to or within ten days after the consummation of any such 

transaction. At no time may an Affiliate of the Company, the Servicer, any Subservicer or any 

JDC Contractor be the Custodian and Paying Agent pursuant to this Agreement. 

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ARTICLE XV 

TAXES 

Section 15.1 Tax Reports. The Custodian and Paying Agent will not be responsible for 

the preparation or filing of any reports or returns relating to federal, state or local income Taxes 

with respect to this Agreement, other than in respect of the Custodian and Paying Agent’s 

compensation or for reimbursement of expenses. 

Section 15.2 Stamp and Other Similar Taxes. The Company agrees to indemnify and 

hold harmless the Custodian and Paying Agent from, and will reimburse the Custodian and Paying 

Agent for, any present or future claim for liability for any stamp or other similar Tax and any 

penalties or interest with respect thereto, that might be assessed, levied or collected by any 

jurisdiction in connection with this Agreement. The obligations of the Company pursuant to this 

Section 15.2 will survive the termination of the other provisions of this Agreement. 

ARTICLE XVI 

TERM 

Section 16.1 Term. This Agreement will terminate upon (a) the final payment or other 

liquidation of all of the Assets (including all Acquired Property), (b) the release and delivery to 

the Company of all Custodial Documents held by or in the possession of the Custodian in 

accordance with the terms of this Agreement and (c) the disbursement in accordance with the terms 

of this Agreement of all of the funds and financial assets on deposit in all of the Accounts. 

Notwithstanding anything to the contrary set forth in this Agreement, this Agreement may be 

terminated without cause upon at least thirty days’ prior written notice to the Custodian and Paying 

Agent, by the Company. 

ARTICLE XVII 

AUTHORIZED REPRESENTATIVES 

Section 17.1 Authorized Representatives. Each individual designated as an Authorized 

Representative of any Person is authorized to give and receive notices, requests and instructions 

and to deliver certificates and documents in connection with this Agreement on behalf of such 

Person, and the specimen signature for each such Authorized Representative, initially authorized 

pursuant to this Agreement, is set forth on Exhibit M. From time to time, any Person may, by 

delivering to the other parties to this Agreement a revised copy of Exhibit M or any resolution, 

incumbency certificate or similar document setting forth the officers of such Person, which officers 

will be deemed to be Authorized Representatives of such Person for purposes of this Agreement, 

change (including, to the extent applicable, initially specify) such Person’s Authorized 

Representatives (and amend this Agreement to so provide), but until a new Exhibit M or resolution, 

incumbency certificate or similar document with the information regarding such successor (or 

initial) Authorized Representatives is delivered to a party in accordance with this Agreement, that 

party will be entitled to rely conclusively on the Exhibit M or resolution, incumbency certificate 

or similar document, as applicable, last delivered pursuant to this Agreement. The parties 

acknowledge and agree that unless and until the occurrence of an Event of Default pursuant to the 

LLC Operating Agreement and the removal of the Private Owner as the Manager pursuant to the 

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LLC Operating Agreement, the Private Owner in its capacity as the Manager will have the right to 

designate Authorized Representatives of the Manager to act (on behalf of the Manager in its 

capacity as such) as Authorized Representatives of the Company, and that notwithstanding any 

provisions in this Agreement to the contrary, however, upon the delivery of written notice to the 

Custodian and Paying Agent by the Initial Member of the occurrence of an Event of Default by 

the Private Owner pursuant to the LLC Operating Agreement and the removal of the Private Owner 

as the Manager pursuant to the LLC Operating Agreement, the Initial Member or the replacement 

Manager appointed pursuant to Section 3.13(a) of the LLC Operating Agreement will have the 

right to designate replacement Authorized Representatives of the Company. 

ARTICLE XVIII 

NOTICES 

Section 18.1 Notices. All notices, requests, demands and other communications required 

or permitted to be given or delivered under or by reason of the provisions of this Agreement are to 

be delivered in accordance with (and subject to) the provisions of the Notice Schedule (which 

Notice Schedule is incorporated into this Agreement by reference); provided, however, that service 

of any writ, process or summons in any suit, action or proceeding arising out of, relating to, or in 

connection with this Agreement or any Transaction Document will be subject to the applicable 

provisions of the Common Terms. A copy of each notice or other communication to the Company 

pursuant to this Agreement is to be contemporaneously delivered to the Initial Member. 

ARTICLE XIX 

MISCELLANEOUS 

Section 19.1 

Agreement. 

Application of the Common Terms. The Common Terms apply to this 

Section 19.2 Assignment; Binding Effect. 

(a) Except as is permitted pursuant to the provisions of this Agreement 

providing for successor Custodians and Paying Agents, the Custodian and Paying Agent may not 

assign or delegate this Agreement or any of its rights or obligations pursuant to this Agreement 

without the prior written consent of the Company and any such purported assignment or delegation 

without such consent will be void ab initio. This Agreement will be binding on and inure to the 

benefit of the parties to this Agreement and their respective successors and permitted assigns, and 

(subject to Section 19.2(b)), no other Person or Persons will have any rights or remedies pursuant 

to or by reason of this Agreement. Without limiting the generality of the preceding sentence, this 

Agreement will be binding on and inure to the benefit of (i) any successor “Initial Member” under, 

and in accordance with, the LLC Operating Agreement and (ii) any successor “Private Owner” 

under, and in accordance with, the LLC Operating Agreement. 

(b) To the extent that this Agreement confers directly any rights, remedies or 

other benefits upon the Transferor (or any Existing Servicer), this Agreement (subject to Sections 

19.1 and 19.2 as if the Transferor was a party to this Agreement) also will inure to the benefit of, 

and may be enforced by, the Transferor. 

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Section 19.3 Rights Cumulative. The rights, powers and remedies of the Custodian and 

Paying Agent, the Initial Member, the Private Owner and the Company pursuant to this Agreement 

are in addition to all rights, powers and remedies given to the Custodian and Paying Agent, the 

Initial Member, the Private Owner and the Company by virtue of any statute or rule of Law, or 

any other agreement, all of which rights, powers and remedies are cumulative and may be 

exercised successively or concurrently. 

Section 19.4 Amendments. Subject to the requirements of the LLC Operating 

Agreement as they relate to the Company, this Agreement may be amended from time to time by 

written agreement signed by (a) the Company, the Initial Member, and the Custodian and Paying 

Agent and (i) if such amendment relates to the Private Owner Pledged Account or the Qualifying 

Cash Collateral, the Private Owner, and (ii) if such amendment relates to the Transferor (or any 

Existing Servicer), the Transferor, or (b) if such written agreement relates solely to the Private 

Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or 

credited to, such Account, the Initial Member, the Private Owner and the Paying Agent. 

Section 19.5 Non-petition. Notwithstanding anything in this Agreement to the contrary, 

the Bank, in its capacity as the Custodian and Paying Agent pursuant to this Agreement, will not, 

prior to the date which is one year and one day after the termination of this Agreement, institute 

or join, or join or assist any other Person in instituting or joining, (a) any Insolvency Proceeding 

with respect to the Company, the Private Owner or any of their respective Subsidiaries or (b) any 

proceeding for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator 

or similar official for, or for any substantial part of the property of, the Company, the Private 

Owner or any of their respective Subsidiaries, or for the ordering of the dissolution, winding-up or 

liquidation of the affairs of the Company, the Private Owner or any of their respective Subsidiaries. 

Section 19.6 Custodian and Paying Agent Special Acknowledgments. The Custodian 

and Paying Agent acknowledges that, notwithstanding anything in this Agreement to the contrary, 

(a) it is not a party to, and is not to be deemed to be a party to, any Transaction Document other 

than this Agreement and, for the limited purposes set forth and described therein, the Agreement 

of Common Terms and Definitions; (b) all Transaction Documents other than this Agreement, and 

any exhibits, annexes, schedules or other attachments to such Transaction Documents, may be 

modified, amended, restated or supplemented by the parties to such Transaction Documents 

without the consent of or joinder by the Custodian and Paying Agent; and (c) the Agreement of 

Common Terms and Definitions provides, inter alia, that the parties to the Agreement of Common 

Terms and Definitions, subject to certain conditions specifically set forth therein, may modify, 

amend, restate or supplement any provision of or definition in the Agreement of Common Terms 

and Definitions without the consent of or joinder by the Custodian and Paying Agent. Once any 

such modification, amendment, restatement or supplement of the Agreement of Common Terms 

and Definitions (an “Agreement of Common Terms and Definitions Amendment”) becomes 

effective in accordance with the provisions of the Agreement of Common Terms and Definitions, 

the Company is to deliver to the Custodian and Paying Agent a written notice of such Agreement 

of Agreement of Common Terms and Definitions Amendment. Upon the Custodian and Paying 

Agent’s receipt of any such notice from the Company, the terms used in this Agreement (including 

in the preamble and recitals to this Agreement) that are defined in, or by reference in, the 

Agreement of Common Terms and Definitions will have for all intents and purposes of this 

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Agreement the definitions as so modified, amended, restated or supplemented by an Agreement of 

Common Definitions and Common Terms Amendment; provided, however, that if and to the 

extent that any such modification, amendment, restatement or supplement of this Agreement of 

Common Terms and Definitions has a materially adverse impact on the rights and benefits of the 

Bank in its individual capacity, or imposes any additional obligation or liability on the Custodian 

and Paying Agent, such modification, amendment, restatement or supplement of the Agreement 

of Common Terms and Definitions will not be binding on the Custodian and Paying Agent unless 

the Custodian and Paying Agent consents in writing to such modification, amendment, restatement 

or supplement of the Agreement of Common Terms and Definitions, such consent not to be 

withheld, delayed or conditioned unreasonably. 

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_____________________ 

IN WITNESS WHEREOF, the Bank, the Initial Member, the Private Owner and the 

Company have each caused this Agreement to be executed as of the date first written above. 

Company 

SIG RCRS D MF 2023 VENTURE LLC 

By: SIG-23 PRIVATE OWNER II LLC, its 

Manager 

By:_______________________________________ 

Name: Rafael E. Cestero 

Title: Authorized Signatory 

Initial Member 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE 

BANK, N.A., as Initial Member 

By: _____________________________________ 

Name: Colette Campagna 

Title: Senior Asset Marketing Specialist 

Private Owner 

SIG-23 PRIVATE OWNER II LLC 

By: ________________________________ 

Name: Rafael E. Cestero 

Title: Authorized Signatory 

Bank 

COMPUTERSHARE TRUST COMPANY, 

N.A., as Bank 

By: __ 

Name: William Wood 

Title: Vice President 

SIG RCRS D MF 2023 Venture LLC 

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EXHIBIT A 

ASSET SCHEDULE 

SIG RCRS D MF 2023 Venture LLC Exhibit A 

Exhibits to Custodial and Paying Agency Agreement 

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EXHIBIT B 

[INTENTIONALLY OMITTED] 

SIG RCRS D MF 2023 Venture LLC Exhibit B 

Exhibits to Custodial and Paying Agency Agreement 

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EXHIBIT C 

[INTENTIONALLY OMITTED] 

Exhibit C 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

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EXHIBIT D 

RELEVANT ACCOUNTS 

1 To be provided pursuant to Section 3.11(d) of the Custodial and Paying Agency Agreement.

Exhibit D 

SIG RCRS D MF 2023 Venture LLC 

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EXHIBIT E 

FORM OF COLLATERAL CERTIFICATE 

______________, 20[_] 

SIG RCRS D MF 2023 Venture LLC 

c/o CPC 

220 East 42nd Street, 16th FL 

New York, New York 10017 

Re: Custodial and Paying Agency Agreement, dated as of December 15, 2023, by and among 

SIG RCRS D MF 2023 Venture LLC, as the Company, SIG-23 Private Owner II LLC as 

the Private Owner, the Federal Deposit Insurance Corporation in its capacity as the 

Receiver, as the Initial Member, and Computershare Trust Company, N.A., as the 

Custodian and Paying Agent (the “Custodial and Paying Agency Agreement”). 

Ladies and Gentlemen: 

In accordance with the provisions of Section 6.1(b) of the Custodial and Paying Agency 

Agreement, the undersigned, as Custodian, certifies that (a) attached to this certificate is an Asset 

Schedule and Exceptions List as of the date of this certificate and (b) other than the Exceptions 

listed as part of such Asset Schedule and Exceptions List attached to this certificate (i) (A) it has 

received all of the Custodial Documents with respect to each Asset identified on the Asset 

Schedule and Exceptions List attached to this certificate, and (B) the Custodial Documents for 

each such Asset are as listed on such Asset Schedule and Exceptions List; (ii) all Custodial 

Documents have been reviewed and examined by the Custodian; and (iii) based upon its 

examination of the Custodial Documents, such documents meet the Review Criteria and appear 

(A) regular on their face (i.e., are not mutilated, damaged, torn, defaced or otherwise physically 

altered); (B) to relate to the Assets with respect to which they purport to relate; (C) to have been 

executed by the named parties; (D) to be what they purport to be; and (E) where applicable, to be 

recorded. 

The Custodian makes no representations in or by this Certificate and/or the Custodial and 

Paying Agency Agreement as to: (a) the validity, legality, enforceability or genuineness of any of 

the Custodial Documents or any of the Assets, or (b) the collectability, insurability, effectiveness 

or suitability of any of the Assets. 

Initially capitalized terms used and not otherwise defined in this certificate have the 

meanings assigned to such terms in (including without limitation by reference in) the Custodial 

and Paying Agency Agreement. 

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In confirmation of your acknowledgement of the foregoing, please sign this certificate in 

the place provided below and return an executed copy to us. 

[____________], as the Custodian 

By: 

Name: [_____________] 

Title: [_____________] 

Acknowledged: 

SIG RCRS D MF 2023 Venture LLC, as the Company 

By [__________________________], its 

[__________________________] 

By: 

Name: [_____________] 

Title: [_____________] 

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EXHIBIT F 

REVIEW CRITERIA 

1. The Note and Mortgage each appear to bear an original signature or signatures 

purporting to be the signature or signatures of the Person or Persons named as the maker and 

Borrower, or in the case of copies of the Mortgage, that such copies bear a reproduction of such 

signature. 

2. The amount of the Note is the same as the amount specified on the related Mortgage 

and Asset Schedule. 

3. The original mortgagee is the same as the payee on the Note. 

4. The Mortgage contains a legal description other than address, city and state; 

provided, however, that Custodian has no responsibility for the accuracy, validity or completeness 

of such legal description. 

5. The notary section (acknowledgment) is present and attached to the related 

Mortgage and is signed. 

6. None of the original Note, the copy of the Mortgage, or the original Mortgage 

Assignment, contain any notations on their face that appear in the good faith judgment of 

Custodian to evidence any claims, liens, security interests, encumbrances or restrictions on transfer 

or any other alterations which appear irregular on their face, or if altered, such alterations have the 

initials of the person(s) named as the Borrower. 

7. The Note appears to have been endorsed in blank by the original payor or the last 

endorsee. 

8. Each original Mortgage Assignment in blank and any intervening assignment of 

mortgage, if applicable, appears to bear the original signature of the named mortgagee or 

beneficiary including any subsequent assignors, as applicable, or in the case of copies with respect 

to intervening Mortgage Assignments, that such copies appear to bear a reproduction of such 

signature or signatures, and the intervening Mortgage Assignments evidence a complete chain of 

assignment and transfer of the related Mortgage from the originating Person to the Company. The 

Custodian has no obligation to determine whether the certifications referenced in the foregoing 

sentence are authorized or issued by any particular person or officer or by a person who is in fact 

an Authorized Representative or is otherwise authentic. 

9. The date of each intervening Mortgage Assignment is on or after the date of the 

related Mortgage and/or the immediately preceding assignment, as the case may be. 

10. The notary section (acknowledgment) is present and attached to each intervening 

assignment and is signed. 

Exhibit F-1 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

11. Based upon a review of the Note, the Asset number, the Mortgagor’s name, the 

address of the Mortgaged Property, the original amount of the Note, the original mortgage interest 

rate, the date of the Note, the first payment date and the maturity date and any other fields as 

mutually agreed upon as set forth in the Asset Schedule are correct. 

12. The Acquired Property Deed appears to bear an original signature or signatures 

purporting to be the signature or signatures of the Person or Persons named as grantor, or in the 

case of copies of the Acquired Property Deed, that such copies bear a reproduction of such 

signature. 

13. The Acquired Property Deed contains a legal description other than address, city 

and state and has evidence of recording thereon; provided, however, that the Custodian has no 

responsibility for the accuracy or completeness of such legal description. 

14. Each document appears to have been executed by the named parties to such 

document. 

15. The Mortgage, Acquired Property Deed and Mortgage Assignments have evidence 

of recording. 

Exhibit F-2 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

EXHIBIT G 

FORM OF SUPPLEMENTAL DELIVERY CERTIFICATE 

______________, 20[_] 

Computershare Trust Company, N.A. as the Custodian 

1055 10th Avenue SE 

Minneapolis, MN 55414 

Attention: Document Custody Group – SIG RCRS D MF 2023 Venture LLC

Re: Custodial and Paying Agency Agreement, dated as of December 15, 2023, by and among 

SIG RCRS D MF 2023 Venture LLC, as the Company, SIG-23 Private Owner II LLC, as 

the Private Owner, the Federal Deposit Insurance Corporation in its capacity as the 

Receiver, as the Initial Member, and Computershare Trust Company, N.A., as the 

Custodian and Paying Agent (the “Custodial and Paying Agency Agreement”). 

Ladies and Gentlemen: 

In accordance with the provisions of Section 6.1(d) of the Custodial and Paying Agency 

Agreement, the Company certifies that: (a) attached is a list of additional Custodial Documents 

relating to the Assets, identifying with respect to each such Custodial Document the related Asset 

or, as the case may be, relating to any newly Acquired Property; and (b) enclosed with this 

certificate are the Custodial Documents listed on the attached. 

Initially capitalized terms used and not otherwise defined in this certificate have the 

meanings assigned to such terms in (including without limitation by reference in) the Custodial 

and Paying Agency Agreement. 

In confirmation of your acknowledgement of the foregoing, please sign this certificate in 

the place provided below and return an executed copy to us. 

Exhibit G-1 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

SIG RCRS D MF 2023 Venture LLC, as the 

Company 

By:[___________________________], its 

Manager 

By: 

Name: [_____________] 

Title: [_____________] 

Acknowledged: 

[________], as the Custodian 

By: 

Name: [_____________] 

Title: [_____________] 

Exhibit G-2 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

EXHIBIT H 

REQUEST FOR RELEASE AND RECEIPT OF CUSTODIAL DOCUMENTS 

To: Computershare Trust Company, N.A., as Custodian 

1055 10th Avenue SE 

Minneapolis, MN 55414 

Attention: Document Custody Group - SIG RCRS D MF 2023 Venture LLC

Re: Custodial and Paying Agency Agreement, dated as of December 15, 2023, by and among 

SIG RCRS D MF 2023 Venture LLC, as the Company, SIG-23 Private Owner II LLC, as 

the Private Owner, the Federal Deposit Insurance Corporation in its capacity as the 

Receiver, as the Initial Member, and Computershare Trust Company, N.A., as the 

Custodian and Paying Agent (the “Custodial and Paying Agency Agreement”). 

In connection with the administration of the Custodial Documents held by you as the 

Custodian pursuant to the Custodial and Paying Agency Agreement, we request the release, and 

acknowledge and certify receipt of, the Custodial Documents for the Assets described on Schedule 

A attached to this request for the reason indicated below. 

Reason for Requesting Documents (check one) 

_____1. Loan to be paid in full or received or discounted pay-off accepted or to be accepted 

as payment in full. 

_____2. Loan to be foreclosed on, or to be modified or restructured, or deed to be accepted 

in lieu thereof or required pursuant to court order or other reason related to 

litigation, as permitted under the Custodial and Paying Agency Agreement. 

_____3. Asset agreed to be sold. 

If some or all of the Custodial Documents for a specified Asset have been previously 

released to us, please release to us any additional Custodial Documents in your possession relating 

to that Asset. If item 2 is checked, upon our return, as appropriate, of the Custodial Documents to 

you as Custodian, please acknowledge your receipt by signing in the space indicated below, and 

returning this form. 

SIG RCRS D MF 2023 Venture LLC, as the 

Company 

By:[___________________________], its 

Manager 

By: 

Name: [_____________] 

Exhibit H-1 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
Title: [_____________] 

Acknowledged: 

[________], as the Custodian 

By: 

Name: [_____________] 

Title: [_____________] 

Exhibit H-2 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

EXHIBIT I 

REQUEST FOR RELEASE AND RECEIPT OF PRIVATE OWNER PLEDGED 

ACCOUNT CONTROL AGREEMENT 

To: Computershare Trust Company, N.A., as Custodian 

1055 10th Avenue SE 

Minneapolis, MN 55414 

Attention: Document Custody Group - SIG RCRS D MF 2023 Venture LLC

Re: Custodial and Paying Agency Agreement, dated as of December 15, 2023, by and among 

SIG RCRS D MF 2023 Venture LLC, as the Company, SIG-23 Private Owner II LLC, as the 

Private Owner, the Federal Deposit Insurance Corporation in its capacity as the Receiver, as the 

Initial Member, and Computershare Trust Company, N.A., as the Custodian and Paying Agent 

(the “Custodial and Paying Agency Agreement”). 

In connection with the administration of the Private Owner Pledged Account Control 

Agreement held by you as the Paying Agent pursuant to the Custodial and Paying Agency 

Agreement, we request the release, and acknowledge and certify receipt of, the Private Owner 

Pledged Account Control Agreement. 

Initial Member 

By: 

Name: [_____________] 

Title: [_____________] 

Exhibit I-1 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
EXHIBIT J 

FEES AND EXPENSES OF CUSTODIAN AND PAYING AGENT 

[see attached]

J-1 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
© 2023 Computershare Trust Company, N.A. All rights reserved.
 

EXHIBIT K 

CUSTODIAN AND PAYING AGENT REPORT 

[To be provided by the Manager]. 

Exhibit K-1 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 

 

 

 

 

 

 

 

 

 

 

EXHIBIT L 

FORM OF LOST INSTRUMENT AFFIDAVIT 

(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference 

to Exhibit L and the language “Form of Lost Instrument Affidavit” above.) 

STATE OF § 

§ 

COUNTY OF § 

LOST INSTRUMENT AFFIDAVIT 

(SIG RCRS D MF 2023 Venture LLC) 

Before me, the undersigned authority, personally appeared 

_______________________, who upon being duly cautioned and sworn deposes and says and 

represents and warrants, to the best of his /her knowledge, as follows: 

1. That s/he is the _____________ for Computershare National Trust 

Company, N.A., whose address is _____________________, __________, 

___________________ (the “Custodian”). 

2. The Custodian is the document custodian for SIG RCRS D MF 2023 

Venture LLC (the “Company”) and, as such, was in possession of certain documents with 

respect to that certain loan, obligation or interest in a loan or obligation evidenced by a

promissory note, evidencing an indebtedness or evidencing rights in an indebtedness (the

“Instrument”), as follows: 

Loan Number: 

Name of Maker: 

Original Principal Balance: 

Date of Instrument: 

3. That the original Instrument has been lost or misplaced. The Instrument 

was not where it was assumed to be, and a diligent search to locate the Instrument was undertaken, 

without results. 

4. That if the Custodian subsequently locates the Instrument, the Custodian 

will use reasonable efforts to provide written notice to the Company and deliver the Instrument to 

the Company in accordance with written instructions received from the Company (or such other 

party designated in writing by the Company). 

Exhibit L-1 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

 

__________________________________________ 

5. That the purpose of this affidavit is to establish such facts. This affidavit 

will not confer any rights or benefits, causes or claims, representations or warranties (including, 

without limitation, regarding ownership or title to the Instrument or the obligations evidenced 

thereby) upon the Company, its successors or assigns. 

6. That the Custodian indemnifies and holds harmless the Company and its 

Affiliates and their respective successors, assigns, directors, officers, employees, contractors and 

agents (the “Indemnified Parties”) from and against any and all claims (including any claim by 

any individual or entity for the collection of any sums due under or with respect to the Instrument), 

liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) incurred by 

any of the Indemnified Parties and arising out of or resulting from (a) the Custodian’s inability to 

find the Instrument and deliver it to the Company, or (b) any inaccuracy or misstatement of fact, 

or a breach of any representation, warranty or agreement or duty contained, in this affidavit. 

7. This affidavit will be governed by and construed in accordance with the 

laws of the State of New York without reference to any rules of conflicts of laws that might refer 

the governance or construction of this affidavit to the law of any other jurisdiction. 

[_______________] 

By: ______________________________________ 

Name: [_____________] 

Title: [_____________] 

Signed and sworn to before me this ____ day of _______________, ______. 

Notary Public 

[SEAL] My Commission expires: __________ 

Exhibit L-2 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

ACKNOWLEDGMENT 

STATE OF _________________ § 

§ 

COUNTY OF _______________ § 

Before me, the undersigned authority, a Notary Public in and for the county and 

state aforesaid, on this day personally appeared ______________________________, known to 

me to be the person whose name is subscribed to the foregoing instrument, as _______________ 

of ___________________________ acting in the capacity stated above, and acknowledged to me 

that s/he executed the same as the act of _________________________________, for the purposes 

and consideration therein expressed, and in the capacity therein stated. 

Given under my hand and seal of office on this the _____ day of 

___________________, 20___. 

Notary Public 

[SEAL] My Commission expires: 

Exhibit L-3 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

____________________________ 

AUTHORIZED REPRESENTATIVES 

1. Authorized Representatives of the Company.1 

2. Authorized Representatives of the Manager: 

David Rothberg 

Justin Metz 

Matthew Becker 

Signature

 __ ________________ 

Signature

 ____________________________ 

Signature 

3. Authorized Representatives of the Custodian and Paying Agent: 

William Wood 

Eric Jacobson 

Samuel Trumbo 

Igor Agarunov 

Seaver Neale 

____________________________ 

Signature

 ____________________________ 

Signature

 ____________________________ 

Signature

 ____________________________ 

Signature

 ____________________________ 

Signature 

4. Authorized Representatives of the Initial Member and the Transferor: 

Mark Patterson ____________________________ 

Signature 

Stacey Deutch ____________________________ 

 Signature 

1

. Pursuant to Section 17.1 of the Custodial and Paying Agency Agreement, unless and until the occurrence of an 

Event of Default pursuant to the LLC Operating Agreement and the removal of the Private Owner as the Manager 

pursuant to the LLC Operating Agreement, the Private Owner in its capacity as the Manager will have the right 

to designate Authorized Representatives of the Manager to act (on behalf of the Manager in its capacity as such) 

as Authorized Representatives of the Company. 

SIG RCRS D MF 2023 Venture LLC 

Authorized Representatives 

Version 08-2022 (Standard Hybrid Option) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

____________________________ 

__________________ 

_______________ 

_____________ 

________ 

__________ 

AUTHORIZED REPRESENTATIVES 

1. Authorized Representatives of the Company.1 

2. Authorized Representatives of the Manager: 

David Rothberg 

Justin Metz 

Matthew Becker 

Signature

 ____________________________ 

Signature

 ____________________________ 

Signature 

3. Authorized Representatives of the Custodian and Paying Agent: 

William Wood 

Eric Jacobson 

Samuel Trumbo 

Igor Agarunov 

Seaver Neale 

Signature 

Signature 

Signature 

Signature 

Signature 

4. Authorized Representatives of the Initial Member and the Transferor: 

Mark Patterson ____________________________ 

Signature 

Stacey Deutch ____________________________ 

 Signature 

1

. Pursuant to Section 17.1 of the Custodial and Paying Agency Agreement, unless and until the occurrence of an 

Event of Default pursuant to the LLC Operating Agreement and the removal of the Private Owner as the Manager 

pursuant to the LLC Operating Agreement, the Private Owner in its capacity as the Manager will have the right 

to designate Authorized Representatives of the Manager to act (on behalf of the Manager in its capacity as such) 

as Authorized Representatives of the Company. 

SIG RCRS D MF 2023 Venture LLC 

Authorized Representatives 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AUTHORIZED REPRESENTATIVES 

1. Authorized Representatives of the Company.1 

2. Authorized Representatives of the Manager: 

David Rothberg ____________________________ 

Signature 

Justin Metz ____________________________ 

Signature 

Matthew Becker ____________________________ 

 Signature 

3. Authorized Representatives of the Custodian and Paying Agent: 

William Wood ____________________________ 

Signature 

Eric Jacobson ____________________________ 

Signature 

Samuel Trumbo ____________________________ 

Signature 

Igor Agarunov ____________________________ 

Signature 

Seaver Neale ____________________________ 

Signature 

4. Authorized Representatives of the Initial Member and the Transferor: 

Mark Patterson 

Stacey Deutch 

1

. Pursuant to Section 17.1 of the Custodial and Paying Agency Agreement, unless and until the occurrence of an 

Event of Default pursuant to the LLC Operating Agreement and the removal of the Private Owner as the Manager 

pursuant to the LLC Operating Agreement, the Private Owner in its capacity as the Manager will have the right 

to designate Authorized Representatives of the Manager to act (on behalf of the Manager in its capacity as such) 

as Authorized Representatives of the Company. 

_

 Signature 

SIG RCRS D MF 2023 Venture LLC 

Authorized Representatives 

Version 08-2022 (Standard Hybrid Option) 


 

 

 

 

 

 

 

5. Authorized Representatives of the Private Owner: 

David Rothberg ____________________________ 

 Signature 

Justin Metz _ ________________ 

 Signature 

Matthew Becker ____________________________ 

 Signature 

SIG RCRS D MF 2023 Venture LLC 

Authorized Representatives 

Version 08-2022 (Standard Hybrid Option) 

 

EXHIBIT N 

[INTENTIONALLY OMITTED] 

Exhibit N 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
EXHIBIT O 

[INTENTIONALLY OMITTED] 

Exhibit O 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
EXHIBIT P 

[INTENTIONALLY OMITTED] 

Exhibit P-1 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

EXHIBIT Q 

FORM OF PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

THIS PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT (as the 

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

[______], 20[__] by and among SIG-23 PRIVATE OWNER II 2023 VENTURE LLC, a Delaware 

limited liability company (the “Private Owner”), the FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as Receiver, as the Initial Member under the LLC Operating 

Agreement, acting pursuant to this Agreement for itself and for the benefit of the Company and 

the Indemnified Parties identified in the LLC Operating Agreement (in such capacity, or any 

successor thereto as the “Initial Member” pursuant to the LLC Operating Agreement, the “Initial 

Member”) and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association 

organized under the laws of the United States (the “Bank”). 

RECITALS 

WHEREAS, for purposes of this Agreement, all terms used in this Agreement (including 

in the preamble and recitals to this Agreement) that are defined in, or by reference in, that certain 

Agreement of Common Terms and Definitions dated as of the date of this Agreement among the 

parties to this Agreement and certain others (as the same might be amended from time to time in 

accordance with the terms set forth in this Agreement for the amendment of this Agreement) (the 

“Agreement of Common Terms and Definitions”), and are not otherwise defined in this 

Agreement, will have the meanings and definitions given, or referred to, in the Agreement of 

Common Terms and Definitions; 

WHEREAS, pursuant to the Custodial and Paying Agency Agreement, the Private Owner 

is required to establish and maintain the “Private Owner Pledged Account” with the Bank; 

WHEREAS, the Private Owner has established the following account with the Bank in the 

name of the Private Owner for the benefit of the Initial Member (for itself and for the further 

benefit of the Indemnified Parties), which account is to be maintained with the Bank pursuant to 

the Custodial and Paying Agency Agreement (the “Private Owner Pledged Account”): the 

Private Owner Pledged Account bearing account number [___________]; and 

WHEREAS, the Private Owner has, pursuant to the LLC Operating Agreement, assigned 

by way of collateral security and granted to the Initial Member (for itself and for the benefit of the 

Indemnified Parties) a first priority security interest in the Private Owner Pledged Account and all 

amounts held therein and the proceeds thereof as collateral for the Private Owner Obligations; 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable 

consideration the receipt and sufficiency of which are acknowledged, the parties (in the case of the 

Exhibit Q-1 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

 

 

 

Bank, in its individual capacity and in its capacity as the “Paying Agent” pursuant to the Custodial 

and Paying Agency Agreement) agree as follows: 

Section 1. Transfers to and from the Private Owner Pledged Account; Control; 

Conflicting Orders or Instructions. 

(a) (i) The Private Owner Pledged Account is to be funded pursuant to the 

terms of the Custodial and Paying Agency Agreement and the LLC Operating Agreement. The 

parties agree that all amounts received by the Bank for credit to the Private Owner Pledged 

Account are, except as provided below, to be used for the purposes set forth in the Custodial and 

Paying Agency Agreement and the LLC Operating Agreement. The Bank agrees that if at any 

time it receives any entitlement order or instruction from the Initial Member (i) directing 

disposition of funds in the Private Owner Pledged Account or (ii) directing transfer or redemption 

of the financial assets relating to the Private Owner Pledged Account, the Bank will comply with 

such entitlement order or instruction without further consent by the Private Owner or any other 

Person. The Bank will not (I) except as expressly permitted below with respect to Permitted 

Investments, act on any instruction or entitlement order of the Private Owner or any other Person 

(other than the Initial Member) without the prior written consent of the Initial Member, or (II) 

cause or permit withdrawals from the Private Owner Pledged Account in any manner not approved 

by the Initial Member in writing. The Private Owner may direct the Bank to cause funds in the 

Private Owner Pledged Account to be invested in Permitted Investments (which will remain in and 

be credited to the Private Owner Pledged Account) pursuant to the Custodial and Paying Agency 

Agreement (but may not request any transfers or withdrawals from the Private Owner Pledged 

Account, including in connection with or as a result of such Permitted Investments, it being 

understood that any such withdrawals, including as may be permitted pursuant to the Custodial 

and Paying Agency Agreement, are to be pursuant to instructions by, or with the written consent 

of, the Initial Member); provided, however, that, from and after receipt by the Bank of a written 

notice from the Initial Member that an Event of Default has occurred and is continuing (a “Notice 

of Event of Default”), the Bank will cease to comply with any such instructions or entitlement 

orders from the Private Owner with respect to Permitted Investments and will comply exclusively 

with the Initial Member’s instructions and entitlement orders concerning the investment and 

disposition of funds and financial assets in the Private Owner Pledged Account without further 

consent of the Company. 

(b) Notwithstanding anything to the contrary contained in this Agreement, if 

at any time the Bank receives conflicting orders or instructions from the Initial Member and the 

Private Owner, the Bank will follow the orders or instructions of the Initial Member and not the 

Private Owner. 

Section 2. Private Owner Pledged Account. The Bank confirms and agrees that: 

(a) Neither the Bank nor the Private Owner will change the name or account 

number of the Private Owner Pledged Account without the prior written consent of the Initial 

Member; 

Exhibit Q-2 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

 

 

(b) The Private Owner Pledged Account is a “deposit account” (as defined in 

Section 9-102(a)(29) of the NY UCC) or “securities account” (as defined in Section 8-501 of the 

NY UCC) and the Bank is a “bank” (as such term is defined in Section 9-102(a)(8) of the NY 

UCC) and a “securities intermediary” (as such term is defined in Section 8-102(a)(14) of the NY 

UCC); 

(c) If and to the extent the Private Owner Pledged Account is a “securities 

account” (as such term is defined in Section 8-501 of the NY UCC): 

(i) all securities, financial assets or other property credited to the 

Private Owner Pledged Account other than cash are to be registered in the name of the 

Bank, indorsed to the Bank or in blank or credited to another securities account maintained 

in the name of the Bank, and in no case will any financial asset credited to the Private 

Owner Pledged Account be registered in the name of the Private Owner, payable to the 

order of the Private Owner or specially indorsed to the Private Owner unless the foregoing 

have been specially indorsed to the Bank or in blank; 

(ii) all financial assets delivered to the Bank pursuant to the Custodial 

and Paying Agency Agreement will be promptly credited to the Private Owner Pledged Account; 

(iii) the Bank agrees that each item of property (whether investment 

property, financial asset, security, instrument or cash) credited to the Private Owner Pledged 

Account (to the extent that it constitutes a “securities account” (as defined in Section 8-501 of the 

NY UCC)) will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the 

NY UCC; 

(iv) the “securities intermediary jurisdiction” (as defined in Section 8-

110(e) of the NY UCC) shall be the State of New York; 

(v) the Initial Member is the “entitlement holder” (within the meaning 

of Section 8-102(a)(7) of the NY UCC) of the “security entitlements” (within the meaning of 

Section 8-102(a)(17) of the NY UCC) with respect to the Private Owner Pledged Account and 

each “financial asset” (as defined above) credited thereto; and 

(vi) the Initial Member shall have “control” (within the meaning of 

Section 8-106 of the NY UCC) of the Private Owner Pledged Account, subject to the terms of this 

Agreement, the Custodial and Paying Agency Agreement and the LLC Operating Agreement. 

(d) Without limitation of the Initial Member’s rights pursuant to Section 1 

above, from and after receipt of a Notice of Event of Default from the Initial Member, the Bank 

will comply with any stop payment orders given by the Initial Member with respect to items 

presented for payment by the Private Owner; 

(e) There are no other agreements entered into between the Bank and the 

Private Owner with respect to the Private Owner Pledged Account other than the Custodial and 

Exhibit Q-3 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paying Agency Agreement and the LLC Operating Agreement that would affect the Bank’s 

abilities to carry out its duties as set forth in this Agreement; 

(f) The Bank has not entered into, and until the termination of this Agreement 

will not enter into, any agreement with any other Person relating to the Private Owner Pledged 

Account and/or any funds held therein pursuant to which it has agreed, or will agree, to comply 

with entitlement orders (as defined in Section 8-102(a)(8) of the NY UCC) or instructions (within 

the meaning of Section 9-104 of the NY UCC) of such other Person; and 

(g) The Bank has not entered into, and until the termination of this Agreement 

will not enter into, any agreement with the Private Owner purporting to limit or condition the 

obligation of the Bank to comply with entitlement orders (as defined in Section 8-102(a)(8) of the 

NY UCC) or instructions (as such term is defined in Section 9-104 of the NY UCC) of the Initial 

Member as set forth in Section 1 above. 

Section 3. Private Owner Pledged Account Acknowledgement. The Private Owner 

acknowledges that (a) the Private Owner Pledged Account is the “Private Owner Pledged 

Account” referenced in the LLC Operating Agreement, and (b) for purposes of the pledge of a first 

priority lien on and security interest in the Private Owner Pledged Account under the LLC 

Operating Agreement, the security interest granted thereunder includes a security interest in all 

amounts on deposit in the Private Owner Pledged Account, and any and all Investment Property, 

Financial Assets or other Property (including uninvested funds) from time to time credited to the 

Private Owner Pledged Account or deposited or carried therein, any and all investments made with 

funds therein, and any and all proceeds, products, income, benefits, substitutions or replacements 

to any of the foregoing, whether now owned or existing, or hereafter acquired and arising in. For 

purposes of this Section 3, “Investment Property”, “Financial Assets” and “Property” each will 

have the meaning given to such term in the NY UCC. 

Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Bank has or 

subsequently obtains by agreement, by operation of law or otherwise a security interest in the 

Private Owner Pledged Account or any funds held therein, the Bank agrees that such security 

interest will be subordinate to the security interest of the Initial Member. The funds and other 

items deposited into the Private Owner Pledged Account will not be subject to deduction, set-off, 

banker’s lien, or any other right in favor of any Person other than the Initial Member (except that 

the Bank may set off (a) all amounts due to the Bank in respect of customary fees and expenses 

for the routine maintenance and operation of the Private Owner Pledged Account (excluding fees 

payable pursuant to Section 12), (b) the face amount of any checks that have been credited to the 

Private Owner Pledged Account but are subsequently returned unpaid because of uncollected or 

insufficient funds, and (c) other returned items or mistakes made in crediting the Private Owner 

Pledged Account). 

Section 5. CHOICE OF LAW. 

(a) Law Governing this Agreement. EACH PARTY TO THIS 

AGREEMENT AGREES AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 

Exhibit Q-4 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS 

AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 

THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS 

RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE 

CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, 

AND EACH PARTY TO THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY 

WAIVES ANY CLAIM TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION 

GOVERN THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL REQUIRE ANY 

UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

(b) Location of Financial Institution. Regardless of any provision in any other 

agreement to the contrary, New York will be the Bank’s jurisdiction for purposes of Section 9-304 

of the NY UCC and the “securities intermediary’s jurisdiction” for purposes of Section 8-110 of 

the NY UCC. 

(c) Law Governing Private Owner Pledged Account. The Private Owner 

Pledged Account will be governed by the laws of the State of New York. 

Section 6. Conflict with Other Agreements; Amendment. In the event of any conflict 

between this Agreement (or any portion of this Agreement) and any other agreement between the 

Private Owner and the Bank now existing or hereafter entered into, the terms of this Agreement 

will prevail. No amendment or modification of this Agreement or waiver of any right pursuant to 

this Agreement will be binding on any party to this Agreement unless it is in writing and is signed 

by all of the parties to this Agreement. 

Section 7. Adverse Claims. Except for the claims and interests of the Initial Member 

and the Private Owner in the Private Owner Pledged Account, the Bank does not have actual 

knowledge of any claim to, or interest in, the Private Owner Pledged Account or in any “financial 

assets” (as such term is defined in Section 8-102(a) of the NY UCC), cash or funds credited thereto. 

If any Person (other than the Initial Member) asserts any Lien, encumbrance or adverse claim 

(including any writ, garnishment, judgment, warrant of attachment, execution or similar process) 

against the Private Owner Pledged Account or against any funds held therein, upon a Responsible 

Officer of the Bank receiving written notice of such lien, encumbrance or adverse claim, the Bank 

will promptly notify the Initial Member and the Private Owner thereof. For the purposes of this 

Section 7, a “Responsible Officer” of the Bank means any managing director, director, associate, 

principal, vice president, assistant vice president, secretary, assistant secretary, treasurer, assistant 

treasurer, trust officer or any other officer of the Bank customarily performing functions similar to 

those performed by any of the above designated officers and directly responsible for the 

administration of this Agreement and also means, with respect to a particular corporate trust 

matter, any other officer to whom such matter is referred because of his or her knowledge of and 

familiarity with the particular subject. 

Section 8. Successors. The terms of this Agreement will be binding upon, and will 

inure to the benefit of, the parties to this Agreement and their respective successors and assigns 

Exhibit Q-5 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

 

 

(including, for the avoidance of doubt, the Persons from time to time constituting the “Initial 

Member” under the LLC Operating Agreement (in their respective capacities as such)). 

Section 9. Notices. All notices, requests, demands and other communications required 

or permitted to be given or delivered under or by reason of the provisions of this Agreement are to 

be delivered in accordance with (and subject to) the provisions of the Notice Schedule (which 

Notice Schedule is incorporated by reference into this Agreement); provided, however, that, 

service of any writ, process or summons in any suit, action or proceeding arising out of, relating 

to, or in connection with this Agreement or any Transaction Document will be subject to the 

applicable provisions in Section 14(c). 

Section 10. Termination. The obligations of the Bank to the Initial Member pursuant to 

this Agreement will continue in effect until the earlier of (a) the Initial Member has notified the 

Bank of termination of this Agreement in writing or (b) the Bank has resigned or been removed 

under the terms of the Custodial and Paying Agency Agreement and (x) all funds deposited in the 

Private Owner Pledged Account have been transferred to the successor to the Bank as Custodian 

and Paying Agent, pursuant to Section 9.1(d) of the Custodial and Paying Agency Agreement, and 

(y) such successor Custodian and Paying Agent and the Private Owner (which the Private Owner 

will do upon demand of the Initial Member) executes and delivers to the Initial Member a Private 

Owner Pledged Account Control Agreement in the form of Exhibit Q to the Custodial and Paying 

Agency Agreement or otherwise satisfactory to the Initial Member. The Initial Member agrees 

with the Private Owner to provide a Notice of Termination in substantially the form of Exhibit A 

to this Agreement to the Bank on or after the termination of the Initial Member’s security interest 

in the Private Owner Pledged Account pursuant to, or as otherwise provided by, the terms of the 

LLC Operating Agreement. 

Section 11. Limitation of Liability; Indemnification of the Bank. The Private Owner 

and the Initial Member agree that (a) the Bank is released from any and all liabilities to the Private 

Owner and the Initial Member arising from the terms of this Agreement and compliance by the 

Bank with the terms of this Agreement, except to the extent that such liabilities arise from the 

Bank’s bad faith, willful misconduct or negligence and (b) the Private Owner, its successors and 

assigns will indemnify and save harmless the Bank from and against any loss, liability or expense 

incurred without bad faith, willful misconduct or negligence on the part of the Bank, its officers, 

directors and agents, arising out of or in connection with the execution and performance of this 

Agreement or the maintenance of the Private Owner Pledged Account, including the reasonable 

actual costs and expenses of defending themselves against any claim or liability in connection with 

the performance of any of their powers or duties pursuant to this Agreement. The Bank’s right to 

indemnification pursuant to this Agreement will survive the termination of this Agreement and the 

earlier resignation or removal of the Bank. 

Section 12. Fees. The Bank will charge such fees for its services pursuant to this 

Agreement as will be set forth in a separate agreement between the Bank and the Private Owner, 

the payment of which fees, together with the Bank’s expenses in connection with this Agreement 

(including, without limitation, attorneys’ and agents’ fees and expenses), will be the obligation of 

the Private Owner. The obligation of the Private Owner to pay the Bank such fees and reimburse 

Exhibit Q-6 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

 

the Bank for such expenses will survive the resignation or removal of the Bank (for all fees and 

expenses incurred prior to such resignation or removal) or the termination or assignment of this 

Agreement. 

Section 13. Counterparts. This Agreement may be executed in any number of 

counterparts, including by facsimile or other electronic means of communication, all of which will 

constitute one and the same instrument, and any party to this Agreement may execute this 

Agreement by signing and delivering one or more counterparts. 

Section 14. Jurisdiction; Venue and Service. 

(a) Each of the Private Owner and the Bank, in each case on behalf of itself and 

its Affiliates, irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Initial Member arising out of, relating to, or in connection with this Agreement 

or any other Transaction Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum other than the court in which the Initial Member files the suit, 

action or proceeding without the consent of the Initial Member; 

(B) assert that venue is improper in either the United States 

District Court for the Southern District of New York or the United States District Court for the 

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

(ii) consents to the jurisdiction of the Supreme Court of the State of New 

York for any suit, action or proceeding against it or any of its Affiliates commenced by the Initial 

Member arising out of, relating to, or in connection with this Agreement or any other Transaction 

Document (other than the LLC Operating Agreement), and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of the Initial Member; 

(B) assert that venue is improper in the Supreme Court of the 

State of New York; or 

(C) assert that the Supreme Court of the State of New York is an 

inconvenient forum; 

Exhibit Q-7 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

 

(iii) agrees to bring any suit, action or proceeding by the Private Owner, 

the Bank, or its Affiliates against the Initial Member arising out of, relating to, or in connection 

with this Agreement or any other Transaction Document in only either the United States District 

Court for the Southern District of New York or the United States District Court for the District of 

Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other 

court or dispute-resolution forum without the consent of the Initial Member, and agrees to consent 

thereafter to transfer of the suit, action or proceeding to either the United States District Court for 

the Southern District of New York or the United States District Court for the District of Columbia 

at the option of the Initial Member; 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack jurisdiction 

to hear a suit, action or proceeding falling within Section 14(a)(iii), to bring that suit, action or 

proceeding in only the Supreme Court of the State of New York, and waives any right to remove 

or transfer such suit, action or proceeding to any other court or dispute-resolution forum without 

the consent of the Initial Member; and 

(v) agrees, in any suit, action or proceeding that is brought in the 

Supreme Court of the State of New York for New York County in accordance with the above 

provisions of this Section 14(a), to request that such suit, action or proceeding be referred to the 

Commercial Division of such Court. 

(b) Each of the Private Owner and the Bank, in each case on behalf of itself and 

its Affiliates, irrevocably and unconditionally agrees that any final judgment entered against it in 

any suit, action or proceeding falling within Section 14(a) may be enforced in any court of 

competent jurisdiction. 

(c) Subject to the provisions of Section 14(d), each of the Private Owner and 

the Bank, in each case on behalf of itself and its Affiliates, irrevocably and unconditionally agrees 

that service of all writs, process and summonses in any suit, action or proceeding pursuant to 

Section 14(a) or Section 14(b) may be effected by the mailing of copies thereof by registered or 

certified mail, postage prepaid, to it at its address for notices pursuant to Section 9 (and the Notice 

Schedule) (with copies to such other Persons as specified therein); provided, however, that the 

foregoing will not affect the right of any party to serve process in any other manner permitted by 

Law. Each of the Private Owner and the Bank, in each case on behalf of itself and its Affiliates, 

further agrees that any such service of writs, process or summonses in any suit, action or 

proceeding pursuant to Section 14(a) or Section 14(b) on FDIC (in any capacity) will be in 

accordance with requirements of applicable Law (including 12 CFR Section 309.7(a)), with 

additional delivery of a copy of such writ, process or summons to the FDIC (in its applicable 

capacity(ies)) pursuant to the notice provisions in Section 9 (and the Notice Schedule). 

(d) Nothing in this Section 14 will constitute (i) consent to jurisdiction in any 

court by the FDIC (in any capacity), other than as expressly provided in Section 14(a)(iii) and 

Section 14(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit Insurance 

Act or other applicable Law relating to commencement, jurisdiction, venue, limitations, 

administrative 

Exhibit Q-8 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

exhaustion, judicial review, removal, remand, continuation or enforcement (including as to 

limitations on attachment or execution upon assets in the possession of the FDIC) of actions by or 

against the FDIC (in any capacity), or in which the FDIC (in any capacity) is a party, including 12 

U.S.C. §§ 1819(b), 1821(c), 1821(d), and 1821(j). 

Section 15. Balance Reports. The Bank agrees, at the written request of the Initial 

Member on any day on which the Bank is open to conduct its regular banking business other than 

a Saturday, Sunday or public holiday (a “Business Day”), to make available to the Initial Member 

a report (“Balance Report”) showing the available balance in the Private Owner Pledged Account 

as of the beginning of such Business Day, either on-line or by electronic mail, at the Bank’s option. 

The Company expressly consents to this transmission of information. 

Section 16. Rules of Construction. The Rules of Construction apply to this Agreement. 

Section 17. Representations and Covenants of the Bank. The Bank represents and 

covenants: 

(a) The Private Owner Pledged Account has been established as set forth in this 

Agreement, and the Private Owner Pledged Account will be maintained in the manner set forth in 

this Agreement until termination of this Agreement; 

(b) The Private Owner Pledged Account is either (i) a “securities account” (as 

such term is defined in Section 8-501 of the NY UCC) or (ii) a “deposit account” (as such term is 

defined in Section 9-102(a)(29) of the NY UCC); 

(c) The Bank is a “securities intermediary” within the meaning of Section 8-

102(a)(14) of the NY UCC and a “bank” within the meaning of Section 9-102(a)(8) of the NY 

UCC; 

(d) The Bank is not a “clearing corporation” within the meaning of Section 8-

102(a)(5) of the NY UCC; and 

(e) This Agreement is the valid and legally binding obligation of the Bank. 

[SIGNATURE PAGE FOLLOWS] 

Exhibit Q-9 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

IN WITNESS WHEREOF, the parties to this Agreement have caused this Private 

Owner Pledged Account Control Agreement to be executed as of the day and year first above 

written. 

Private Owner: 

SIG-23 PRIVATE OWNER II LLC 

By:[_____________________________], its 

[_____________________________] 

By: 

Name: [_____________] 

Title: [_____________] 

Initial Member: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE BANK, 

N.A. 

By: 

Name: [_____________] 

Title: [_____________] 

Bank: 

COMPUTERSHARE TRUST COMPANY, N.A. 

By: 

Name: [_____________] 

Title: [_____________] 

Exhibit Q-10 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

Exhibit Q-11 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

EXHIBIT A 

FORM OF NOTICE OF TERMINATION 

[LETTERHEAD OF INITIAL MEMBER] 

[Date] 

Computershare Trust Company, N.A. 

9062 Old Annapolis Road 

Columbia, Maryland 21045 

Reference: SIG RCRS D MF 2023 Venture LLC 

Re: Notice of Termination of Private Owner Pledged Account Control Agreement 

You are notified that the Private Owner Pledged Account Control Agreement, dated as of 

December 15, 2023 among you, the undersigned and SIG-23 Private Owner II LLC (the “Private 

Owner”), a copy of which is attached to this notice (the “Agreement”), is terminated and that you 

have no further obligations to the Initial Member pursuant to the Agreement. Notwithstanding any 

previous instructions to you, you are instructed to accept all future directions with respect to the 

Private Owner Pledged Account from the Private Owner. This notice terminates any obligations 

you might have to the Initial Member with respect to the Private Owner Pledged Account; 

provided, however, that nothing contained in this notice will alter any obligations that you 

otherwise might owe to the Initial Member pursuant to any other agreement. Capitalized terms 

used but not defined in this notice will have the meanings given to them in the Agreement. 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE BANK, 

N.A. 

By: 

Name: [_____________] 

Title: [_____________] 

Exhibit Q-12 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

Acknowledged and Agreed: 

SIG-23 PRIVATE OWNER II LLC 

as Private Owner 

By:[___________________________], its 

[___________________________] 

Exhibit Q-13 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

EXHIBIT R 

FORM OF PO/MANAGER DISTRIBUTION INSTRUCTION 

[LETTERHEAD OF INITIAL MEMBER] 

PO/MANAGER DISTRIBUTION INSTRUCTION 

[Date] 

To: Computershare Trust Company, N.A., as Paying Agent 

9062 Old Annapolis Road 

Columbia, Maryland 21045 

Reference: SIG RCRS D MF 2023 Venture LLC

Re: Custodial and Paying Agency Agreement, dated as of December 15, 2023, by and among 

SIG RCRS D MF 2023 Venture LLC, as the Company, SIG-23 II Private Owner, as the Private 

Owner, the Federal Deposit Insurance Corporation in its capacity as the Receiver, as the Initial 

Member, and Computershare Trust Company, N.A., as the Custodian and Paying Agent (the 

“Custodial and Paying Agency Agreement”). 

This is a PO/Manager Distribution Instruction, being delivered pursuant to Section 5.1(a) of the 

Custodial and Paying Agency Agreement. All capitalized terms used but not defined in this 

PO/Manager Distribution Instruction are used as defined in (including without limitation by 

reference in) the Custodial and Paying Agency Agreement. 

The undersigned, as the Initial Member, instructs the Paying Agent as follows, in each case with 

respect to [Option 1: all amounts otherwise payable to the Private Owner (in any capacity, 

including as the Manager) by the Paying Agent pursuant to the Transaction Documents (the 

“Affected Distributions”), including, without limitation, the following:] [Option 2: the following 

amounts otherwise payable to [the Private Owner] [or] [the Manager] (the “Affected 

Distributions”)]: 

1. [any distributions with respect to the Management Fee or Interim Management Fee 

pursuant to Section 5.1(b)(iii) of the Custodial and Paying Agency Agreement;] [and] 

2. [any distribution for repayment of Excess Working Capital Advances pursuant to 

Section 5.1(b)(iv) of the Custodial and Paying Agency Agreement;] [and] 

3. [any distribution of Distributable Cash pursuant to Section 5.1(b)(x) of the 

Custodial and Paying Agency Agreement (including as a result of any other provision in the 

Exhibit R-1 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

 

 

 

 

Transaction Documents directing such application pursuant to such Section 5.1(b)(x)), to the 

extent payable to the Private Owner (and without affecting any distribution to the Initial Member 

of its allocable share of any such Distributable Cash)][; and] 

4 [any distributions (otherwise payable to the [Private Owner] [or] [the Manager][, 

as applicable,] held by the Paying Agent pursuant to [that certain PO/Manager Distribution 

Instruction, dated as of _____]. 

[OPTION A - SUSPEND AFFECTED DISTRIBUTIONS: Until further written notice from 

the Initial Member setting forth otherwise, the Initial Member directs the Paying Agent to defer 

making any such Affected Distributions to [the Private Owner] [and] [the Manager], and to hold 

the same in trust for the [Private Owner] [or] [the Manager][, as applicable] (in each case without 

any accrual of interest or other return). Upon receipt by the Paying Agent of an applicable 

PO/Manager Distribution Reinstatement Notice, the Paying Agent will (a) release to the [Private 

Owner] [and] [the Manager][, as applicable,] any such Affected Distributions so held in trust by 

the Paying Agent pursuant to the foregoing (or, as applicable, any remaining balance thereof in 

the event of further instructions having been delivered by the Initial Member as to remittance of 

all or any portion thereof), and (b) resume making such Affected Distributions (on a going forward 

basis, commencing with the Distribution Date occurring after such receipt) to the [Private Owner] 

[and [the Manager][, as applicable,] in accordance with the Custodial and Paying Agency 

Agreement and the LLC Operating Agreement.] 

[OPTION B - REMIT AFFECTED DISTRIBUTIONS (OR PORTION THEREOF): [Until 

further written notice from the Initial Member setting forth otherwise, the Initial Member directs 

the Paying Agent as follows with respect to all such Affected Distributions:] 

[Initial Member to add applicable specific instructions (including applicable wire transfer 

information) regarding remittance of all or a specific portion of the Affected Distributions. At the 

discretion of the Initial Member, these instructions may by their terms apply to all Affected 

Distributions, or to a specific aggregate amount (with these instructions automatically terminating 

following remittance of such aggregate amount as directed by the Initial Member).] 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE BANK, 

N.A., as the Initial Member 

By: 

Name: [_____________] 

Title: [_____________] 

Exhibit R-2 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
 

 

 

 

 

 

 

 

EXHIBIT S 

FORM OF PO/MANAGER DISTRIBUTION REINSTATEMENT NOTICE 

[LETTERHEAD OF INITIAL MEMBER] 

PO/MANAGER DISTRIBUTION REINSTATEMENT NOTICE 

[Date] 

To: Computershare Trust Company, N.A., as Paying Agent 

9062 Old Annapolis Road 

Columbia, Maryland 21045 

Reference: SIG RCRS D MF 2023 Venture LLC 

Re: Custodial and Paying Agency Agreement, dated as of December 15, 2023, by and among 

SIG RCRS D MF 2023 Venture LLC, as the Company, SIG-23 Private Owner II LLC, as the 

Private Owner, the Federal Deposit Insurance Corporation in its capacity as the Receiver, as the 

Initial Member, and Computershare Trust Company, N.A., as the Custodian and Paying Agent 

(the “Custodial and Paying Agency Agreement”). 

This is a PO/Manager Distribution Reinstatement Notice, being delivered by the Initial Member 

pursuant to Section 5.1(a) of the Custodial and Paying Agency Agreement. All capitalized terms 

used but not defined in this PO/Manager Distribution Reinstatement Notice are used as defined in 

(including without limitation by reference in) the Custodial and Paying Agency Agreement. 

Reference is made to that certain PO/Manager Distribution Instruction, dated as of [__], 20[__], 

pursuant to which the undersigned instructed the Paying Agent to defer making the applicable 

Affected Distributions (as such term is defined therein, and as so defined, referred to in this 

PO/Manager Distribution Reinstatement Notice as the “Affected Distributions”) to the [Private 

Owner] [and] [the Manager][, as applicable], and hold the same in trust for the [Private Owner] 

[or] [the Manager][, as applicable] (in each case without any accrual of interest or other return). 

Pursuant to Section 5.1(a) of the Custodial and Paying Agency Agreement, the Initial Member 

directs the Paying Agent to (a) release to the [Private Owner] [and] [the Manager][, as applicable,] 

any such Affected Distributions so held in trust by the Paying Agent (or applicable remaining 

balance thereof, taking into account any subsequent PO/Manager Distribution Instructions having 

been delivered by the Initial Member in respect thereof), and (b) resume making such Affected 

Distributions (on a going forward basis, commencing with the Distribution Date occurring after 

the date of this PO/Manager Distribution Reinstatement Notice) to the [Private Owner] [and] [the 

Manager][, as applicable,] in accordance with the Custodial and Paying Agency Agreement and 

the LLC Operating Agreement. 

Exhibit S-1 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option) 
Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE BANK, 

N.A., as the Initial Member 

By: 

Name: [_____________] 

Title: [_____________] 

Exhibit S-2 

SIG RCRS D MF 2023 Venture LLC 

Exhibits to Custodial and Paying Agency Agreement 

Version 08-2022 (Standard Hybrid Option)