FDIC SFR 2010-2 

CUSTODIAL AND PAYING AGENCY AGREEMENT 

by and among 

2010-2 SFR VENTURE, LLC, 

FEDERAL DEPOSIT INSURANCE CORPORATION, 


in its corporate capacity, as Purchase Money Notes Guarantor, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


in its capacity as Receiver for various failed financial institutions, 


as Collateral Agent 


and 


CITIBANK, N.A., 


as Custodian and Paying Agent 


Dated as ofJune 25, 20 I0 


FDIC SFR 20/0-2

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
TABLE OF CONTENTS 


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


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


Section 1.2 Rules of Construction ..................................................................................6 


ARTICLE II PAYING AGENT AND PURCHASE MONEY NOTE..........................................6 


Section 2.1 
 Appointment of Paying Agent ..................................................................... 6 


..........................................................................7 


Section 2.3 


................................................................................7 

......................................9 

...................................................................9 

Section 2.7 


....................................................... 18 

Section 2.9 


Section 2.2 
 Delivery of Documentation 

Section 2.4 
 Purchase Money Notes 

Section 2.5 
 Authorized Amount; Denominations; Prepayment

Section 2.6 
 Execution. Delivery and Dating 

Section 2.8 
 Reissuance of Purchase Money Notes 

Section 2.1 0 

Section 2.11 
 Mandatory Exchange .................................................................................20 


Section 2.12 


Section 2.13 
 Withholding ...............................................................................................22 


...........................................................................22 


............................................................................................22 


...............................................................................................23 


.........................................................................23 


Section 2.14 
 Persons Deemed Owners 

Section 2.15 
 Holder Voting 

Section 2.16 
 Cancellation 

Section 2.17 
 Section 3(c)(7) Procedures 

Duties ........................................................................................................... 7

Registration. Registration of Transfer and Exchange ................................ ! 0 

Mutilated. Defaced. Destroyed, Lost or Stolen Purchase Money 

Note............................................................................................................ 
l8

Principal Amount and Payments with Respect to the Purchase 


Money Notes .............................................................................................. 19 


Notes Beneficially Owned by Persons Not Oualified Institutional 


Buyers or Qualified J?!rchasers .................................................................21 


ARTICLE III ACCOUNTS ......................................................................................................... 
24

Section 3.1 
 Collection Account ....................................................................................24 


.................................................................................25 


..............................................................................26 


...........................................................................26 


...........................................................................27 


..............................................................................27 


......................................................................................27 


........................................................................28 


Section 3.2 
 Distribution Account. 

Section 3.3 
 [Intentionally Omitted] 

Section 3.4 
 Interest Reserve Account 

Section 3.5 
 Special Reserve Account 

Section 3.6 
 [Intentionally Omitted] 

Section 3.7 
 Liguiditv Account 

Section 3.8 
 Excess Liquidity Advances 

ARTICLE IV ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS.....................29 


Section 4.1 
 Investment of Funds in Accounts ..............................................................29 

Section 4.2 


...............................................................30 


...................................................................................30 


Section 4.3 
 Inadeouately Identified Amounts 

Section 4.4 
 Payment Procedures 

Interest........................................................................................................ 
30

ARTICLE V DISTRIBUTIONS ..................................................................................................31 


Section 5.1 Priority of Payments ..................................................................................31 


Section 5.2 Notices of Payment Failure........................................................................32 


FDIC SFR 2010-2 


Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
ARTICLE VI CUSTODIAL DOCUMENTS ..............................................................................33 


Section 6.1 Delivery of Custodial Docurnents..............................................................33 


Section 6.2 Examination of Custodian Files; Copies....................................................36 


Section 6.3 Shipment of Custodial Documents ............................................................36 


ARTICLE VII CUSTODIAN ......................................................................................................37 


Section 7.1 Appointment ofthe Custodian ...................................................................37 


Section 7.2 Obligations ofthe Custodian .....................................................................37 


ARTICLE VIII FEES AND EXPENSES ....................................................................................39 


Section 8.1 Fees and Expenses .....................................................................................39 


ARTICLE IX REMOVAL OR RESIGNATION.........................................................................40 


Section 9.1 Removal or Resignation of Custodian and Paying Agent .........................40 


ARTICLE X REPRESENTATIONS, WARRANTIES AND COVENANTS ............................41 


Section I 0.1 Representations. Warranties and Covenants ..............................................41 


Section I 0.2 Insurance ....................................................................................................
41 

ARTICLE XI REPORTS ............................................................................................................ 
.42

Section 11.1 Custodian and Paying Agent Report..........................................................42 


Section 11.2 Additional Reports 

Distribution Date Instructions and Event of Default Instructions .............44 


.................................................................................... .42 


Section 11.3 Company and Servicer Distribution Date Accounting ..............................43 


Section 11.4 


Section 11.5 Books and Records ....................................................................................44 


ARTICLE XII NO ADVERSE INTERESTS ..............................................................................45 


Section 12.1 No Adverse Interests..................................................................................45 


ARTICLE XIII LIABILITY AND INDEMNIFICATION .........................................................45 


Section 13 .I Liability; Indemnification ..........................................................................45 


ARTICLE XIV CUSTODIAN AND PAYING AGENT ............................................................46 


Section 14.1 Reliance of Custodian and Paying Agent ..................................................46 


ARTICLE XV TAXES ................................................................................................................. 
47

Section 15.1 TaxReports ............................................................................................... .47 


Section 15.2 Stamp and Other Similar Taxes .................................................................48 


Section 15.3 Tax Characterization ..................................................................................48 


Section 15.4 Back-Up Withholding ................................................................................48 


ARTICLE XVI TERM ................................................................................................................ .48

.48 Section 16.1 Term .......................................................................................................... 


ARTICLE XVII AUTHORIZED REPRESENTATIVES .......................................................... .48 


Section 17.I Authorized Representatives .......................................................................48 


FDIC SFR 2010-2 


Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
ARTICLE XVIII NOT!CES ........................................................................................................49 

Section 18.1 Notices ...................................................................................................... 
.49

ARTICLE XIX MISCELLANEOUS...........................................................................................50 


Section 19.1 Governing Law ................................................, ......................................... 50 


Section 19.2 Waiver of Jurv Trial ...................................................................................51 


Section 19.3 Jurisdiction; Venue and Service.................................................................SI 


Section 19.4 Countemarts ...............................................................................................
52 


Section 19.5 Severability ................................................................................, ............... 53 


Section 19.6 Compliance With Law ......., ....................................................................... 53 


Section 19.7 Entire Agreement ....................................................................................... 53 


Section 19.8 Assignment; Binding Effect... ....................................................................53 


Section 19.9 Rights Cumulative .....................................................................................54 


Section 19.10 Amendments ..............................................................................................54 


Section 19.11 Headings ...................................................................................................,54 


Schedule and Exhibits 

Exhibit A [Reserved] 

Exhibit B-1 Form of Certificated Note 

Exhibit B-2 Form of Rule 144A Global Note 

Exhibit C-1 [Reserved] 

Exhibit C-2 Form ofCertificate for the Acquisition of RegulationS Certificated Notes 

Exhibit C-3 Form of Certificate for the Acquisition of Rule 144A Certificated Notes or Rule 

144A Global Notes 

Exhibit C-4 Form of Certificate for Transfer or Exchange of Certificated Notes to Rule 144A 

Global Notes 

Exhibit D [Reserved] 

Exhibit E Form of Collateral Certificate 

Exhibit F Review Procedures 

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 Debt Agreements 

Exhibit J Fees and Expenses of Custodian and Paying Agent 

Exhibit K Custodian and Paying Agent Report 

Exhibit L Form of Lost Instrument Affidavit 

FDIC SFR 2010·2 

Custodial Md Paying Agency Agreement 

Pool Nos. 24020 and 2402 t 

NY2 2053687.3 
Exhibit M Authorized Representatives 

Exhibit N-1 Form ofCollateral Accounts Control Agreement 

Exhibit N-2 Form of Special Reserve Account Control Agreement 

Exhibit 0 Notice from Depository to Depository Participants in connection with the offering 

ofthe Rule 144A Global Note 

Exhibit P Form oflnvestor Certification for Website Access 

Exhibit 0 Farm ofAuthentication Order 

FDIC SFR 2010-2

Custodial and Paying Agency Agreement 

Pool Nos. 241!20 ond 24021


NY2 2053687.3 

CUSTODIAL AND PAYING AGENCY AGREEMENT 

THIS CUSTODIAL AND PAYING AGENCY AGREEMENT (as the same shall be 

amended, modified or supplemented in accordance with the terms hereof, this "Agreement") is 

made and entered into as of June 25, 2010, by and among 2010-2 SFR Venture, LLC, a 

Delaware limited liability company (the "Company"), the Federal Deposit Insurance 

Corporation (acting in any capacity, the "FDIC"), in its corporate capacity, as the guarantor of 

the Purchase Money Notes (as such term is defined below) (in such capacity, together with its 

successors and assigns, the "Purchase Money Notes Guarantor"), and in its capacity as the 

Receiver (as such term is defined below), as the collateral agent under the Reimbursement and 

Security Agreement (as such term is defined below) (in such capacity, including any successor 

thereto, the "Collateral Agent"), and Citibank, N.A., a national banking association (the 

"Bank"), as custodian (in such capacity, the "Custodian") and as paying agent (in such capacity, 

the "Paying Agent"). 

RECITALS 

WHEREAS the FDIC was appointed receiver for the Failed Banks (the FDIC, in its 

separate capacities as receiver with respect to each such receivership, the "Receiver"); and 

WHEREAS the Failed Banks previously owned the Mortgage Loans as described on the 

Mortgage Loan Schedule; and 

WHEREAS the Receiver and the Company have entered into the Contribution 

Agreement dated as of the Closing Date, pursuant to which the Receiver, in its capacity as the 

Initial Member, transferred all of its right, title, and interest in and to the Mortgage Loans to the 

Company partly as a capital contribution and partly as a sale and, in consideration for the transfer 

of the Mortgage Loans to the Company to the extent such transfer constitutes a sale, (i) the 

Company has issued to the FDIC, as a Holder, the Class A Notes, dated of the Closing Date, in 

the aggregate principal face amount of $56, l 00,000.00, and (ii) the Company may issue to the 

FDIC, as Holder, the Class A-IO Notes, dated as ofthe date of their date of issuance, having an 

initial notional balance equal to the outstanding principal balance of the Class A Notes on such 

date, all as more fully set forth herein; and 

WHEREAS, to provide support for the payment and performance of the Company's 

obligations under the Purchase Money Notes, the Purchase Money Notes Guarantor has entered 

into that certain Purchase Money Notes Guaranty; and 

WHEREAS, pursuant to the Reimbursement and Security Agreement dated as ofthe 

Closing Date, by and among the Company, the Collateral Agent and the Purchase Money Notes 

Guarantor, (i) the Company has pledged the Mortgage Loans and other underlying collateral to 

the Collateral Agent for the benefit of the Purchase Money Notes Guarantor and (ii) the 

Company must retain a document custodian, meeting the requirements set forth therein, to take 

possession of the Custodial Documents (as such term is defined below); and 

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


Operating Agreement dated as ofthe Closing Date; and 


FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 


Pool Nos. 24020 and 24021 


NY2 2053687.3 

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 herein and to appoint the Bank as Custodian and Paying Agent to perform the services 

contemplated by this Agreement; and 

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

to perform the services contemplated by this Agreement; and 

WHEREAS the Company 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, TilEREFORE, in consideration ofthe foregoing and the mutual promises and 

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

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

ARTICLE I 


DEFINITIONS AND CONSTRUCTION 


Section 1.1 Definitions. For purposes ofthis Agreement, certain terms used in this 

Agreement but not otherwise defined herein shall have the meaning and definitions set forth in 

that certain Agreement of Common Definitions dated as ofthe Closing Date among the Initial 

Member, the Company and others. In addition, for purposes of this Agreement, the following 

terms shall have the meanings and definitions hereinafter respectively set forth. 

"Accounts" has the meaning given in Section 4.lCb). 

"Acquired Property Deed" means the instrument or document required by the law of the 

jurisdiction in which the Acquired Property is located to convey fee title. 

"Acquired Property Files" means, with respect to each Acquired Property, to the extent 

applicable, the following: (A) if the related Acquired Property Deed has been delivered for 

recordation, a copy thereof (which might be electronic) file-stamped with evidence of recording 

thereon in the name ofthe Ownership Entity, together with a certificate ofthe related servicer or 

the foreclosure attorney certifYing that such Acquired Property Deed is a true, correct and 

complete copy ofthe original document, or (y) if the related Acquired Property Deed has been 

delivered for recordation but not yet returned, a copy thereof{which might be electronic) 

together with a certificate ofthe servicer or the foreclosure attorney certifYing that such Acquired 

Property Deed is a true, correct and complete copy ofthe original document, and that the original 

Acquired Property Deed has been delivered to the proper recording office for recordation; {B) as 

applicable, either (x) a copy of each Acquired Property Deed (which might be electronic) that is 

intervening between the lender that obtained title to such property assets as a result of 

foreclosure or deed in lieu of foreclosure of a mortgage or deed oftrust and the Ownership 

Entity, with the same certification documentation required in clause (A) above, or (y) the original 

or a copy of the assignment of foreclosure bid between the foreclosing lender and the Ownership 

Entity with respect to the related Acquired Property, and in the case of a copy, together with a 

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FDIC SFR 2010.2 

Custodial and Paying Agency Agreement 


Pool Nos. 24020 and 24021 


NY2 2053687.3 
certificate of the Servicer or the foreclosure attorney certifying that such assignment of 

foreclosure bid is a true, correct and complete copy of the original document, with the same 

certification documentation required in clause (A) above; (C) the original or copy policy oftitle 

insurance prior to foreclosure ofthe related mortgage loan accompanied by a title report 

procured upon foreclosure of the related mortgage loan, with respect to the Acquired Property; 

and (D) for any Acquired Property that is subject to a lease, (x) a copy of the lease together with 

a certificate of the applicable servicer certifying that such lease is a true, correct and complete 

copy of the original document, and (y) if required by the Purchase Money Notes Guarantor, the 

original assignment of such lease from the lessor thereunder to the Ownership Entity or a copy 

thereof together with a certificate of the applicable servicer certifying that such assignment is a 

true, correct and complete copy of the original document. 

"Agreement" has the meaning given in the preamble. 

"Authorized Denominations" has the meaning given in Section 2.5(b), 

"Authorized Representative" means, with respect to any Person, each individual 

designated in writing, as required by Section 17.1, by such Person to the Custodian to act as an 

authorized representative ofsuch Person for purposes of this Agreement 

"Certificated Note" has the meaning given in Section 2.4(a). 

"Class" means the Class A Notes or the Class A-IO Notes, as applicable. 

"Class A Note" means any Purchase Money Note, paying both principal and interest, 

dated as of the Closing Date, with a maturity date as of the Purchase Money Notes Maturity 

Date, issued by the Company to the Receiver or any other note of the same Class executed and 

delivered upon registration or transfer of, or in exchange for, or in lieu of, such purchase money 

note. 

"Class A Noteholder" means any Holder of a Class A Note. 

"Class A-10 Note" means any Purchase Money Note, paying interest only, with a 

maturity date as ofthe Purchase Money Notes Maturity Date, which may be issued by the 

Company to the Receiver subsequent to the Closing Date, or any other note ofthe same Class 

executed and delivered upon registration or transfer of, or in exchange for, or in lieu of, such 

purchase money note. 

"Class A-10 Noteholder" means any Holder ofa Class A-IO Note. 

"Clearing Agency" means an organization registered as a "clearing agency" pursuant to 

Section 17A of the Exchange Act. 

"CoUateral Certificate" has the meaning given in Section 6.1(b). 

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FDIC SFR 20/IJ..2 

Custodial and Paying Agency Agreement 


Pool Nos. 24020 an.d 24021 


NY2 2053687.3 

"Custodial Delivery Failure" has the meaning given in Section 13.l(b). 

"Custodial Report" means a report prepared by the Custodian, which shall be in a form 

acceptable to the Company, detailing, with respect to any Mortgage Loan that has been released 

by the Custodian, the following: (i) the borrower's name and any identification number assigned 

to the Mortgage Loan, (ii) the location to which the Custodial Documents with respect to such 

Mortgage Loan were delivered by the Custodian and (iii) the date on which such Custodial 

Documents were released by the Custodian. 

"Debt Agreements" has the meaning given in Section 2.2. 

"Depository" or "DTC" means the Depository Trust Company, its nominees, and their 

respective successors. 

"Exception" means, with respect to any Mortgage Loan, any variance from the 

requirements of Section 6.l(c), including any missing Custodial Document and any document 

that does not meet the applicable requirements set forth in Section 6.1(c). 

"Exchange Act" means the United States Securities Exchange Act of 1934, as amended. 

"Final Disposition" means with respect to any asset, any sale, assignment (excluding 

pledges or other assignments for collateral purposes), conveyance, transfer or other disposition 

thereof. The terms "Finallv Dispose" and "Finally Disposed or' have correlative meanings. 

"Global Note" has the meaning given in Section 2.4(a). 

"Holder" means any Person or Persons whose name appears on the Purchase Money 

Note Register as the registered holder or holders of the Purchase Money Note. 

"Mortgage Loan Schedule and Exception List" means a list of the Mortgage Loans and 

Acquired Property, identifying, with respect to each Mortgage Loan, each Exception, and that 

sets forth, with respect to any Mortgage Loan that has been released by the Custodian, the 

following: (i) the Borrower name and any identification number assigned to the Mortgage Loan, 

(ii) the location to which the Custodial Documents with respect to such Mortgage Loan were 

delivered by the Custodian, (iii) the date on which such Custodial Documents were released by 

the Custodian and (iv) the Person to which such Custodial Documents were released. 

"MERS Designated Mortgage Loan" has the meaning given in the Electronic Tracking 

Agreement. 

"MERS Report" means the schedule listing the MERS Designated Mortgage Loans and 

other information. 

"Non-Permitted Holder" has the meaning given in Section 2.12(b). 

"Note Owner" means any beneficial owner of an interest in a Global Note. 

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FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 


Pool Nos. 24020 and 24021 


NY2 2053687.3 
"Notional Balance" means, as of any date of determination and with respect to any Class 

A-10 Note, the notional balance of such Class A-10 Note used for purposes ofcalculating the 

Class A-10 Accrued Note Interest. 

"Office" has the meaning given in Section 6.l(a). 

"Principal Amount" means, as of any date of determination, (i) with respect to any Class 

A Note, the then outstanding principal balance of such Class A Note, (ii) with respect to any 

Class A-10 Note, the Notional Balance of such Class A-10 Note at such time and (iii) with 

respect to any two or more Purchase Money Notes ofa particular Class, the aggregate Principal 

Amount of such Purchase Money Notes at such time. 

"Purchase Money Note Register" and "Purchase Money Note Registrar" have the 

meanings given in Section 2.7(a). 

"Purchase Money Notes" means the Class A Notes and the Class A-IO Notes. 

"Qualified Institutional Buyer" means a "qualified institutional buyer" as defmed in 

Rule 144A under the Securities Act. 

"Qualified Purchaser" means a "qualified purchaser" within the meaning of Section 

3(c )(7) of the Investment Company Act. 

"Receiver" has the meaning given in the recitals. 

"Record Date" means, with respect to any Distribution Date, the Business Day 

immediately preceding such Distribution Date, for the purpose of determining the Holders ofthe 

Purchase Money Notes entitled to receive a payment in respect ofprincipal, interest or other 

amounts, as applicable, on such Distribution Date. 

"Recording Office" means the appropriate recording office ofthe jurisdiction in which 

the Mortgaged Property is located with respect to any given Mortgage Loan (if such Mortgage 

Loan is not Acquired Property) or in which the Acquired Property is located. 

"RegulationS" means "RegulationS" promulgated pursuant to the Securities Act. 

"Regulation S Certificated Note" has the meaning given in Section 2.4(c). 

"Review Procedures" has the meaning given in Section 6.l(d). 

"Rule 144A Certificate Note" has the meaning given in Section 2.4(b). 

"Rule 144A Global Note" has the meaning given in Section 2.4(b). 

"Rule 144A Information" has the meaning given in Section 2.7(k). 

"Similar Law" has the meaning given in Section 2.7(o)(vi). 

5 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 


Pool Nos. 24020 and 2402 I 


NY2 2053687.3 

"Supplemental Delivery Certificate" has the meaning given in Section 6. ](d). 

"Transferee Certificate" has the meaning given in Section 2.7CD. 

Section 1.2 Rules of Construction. This Agreement shall be construed and interpreted 

in accordance with the following: 

(a) References to "Affiliates" include only other Persons that from time to 

time constitute "Affiliates" of such specified Person, and do not include, at any particular time, 

other Persons that may have been, but at such time have ceased to be, "Affiliates" of such 

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

(b) The term "or" is not exclusive. 

(c) A reference to a law includes any amendment, modification or 

replacement to such law. 

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

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

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

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

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

given time. 

(e) Unless otherwise specified, the words "hereof," "herein" and "hereunder" 

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

provision ofthis Agreement. 

(f) The words "include" and "including" and words of similar import are not 

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

they are in fact followed by such words. 

(g) The word "during" when used with respect to a period oftime shall be 

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

such period. 

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

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

be deemed to include the personal pronoun ofthe appropriate gender. 

ARTICLE II 


PAYING AGENT AND PURCHASE MONEY NOTE 


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

Agreement, the Company hereby appoints the Bank to perform the duties of Paying Agent 

specifically set forth hereunder, and the Bank hereby accepts such appointment. 

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FDIC SFR 2010·2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
Section 2.2 Delivery of Documentation. 

(a) Executed original counterparts ofthe Purchase Money Notes, the Purchase 

Money Notes Guaranty, the Reimbursement and Security Agreement and the Collateral 

Accounts Control Agreement (the "Debt Agreements") have been delivered to the Paying Agent 

and the Paying Agent acknowledges receipt thereof. The Company agrees to deliver to the 

Paying Agent each ofthe Debt Agreements that is executed and delivered by it, or executed by 

the Purchase Money Notes Guarantor or the Collateral Agent and delivered to it, subsequent to 

the date of this Agreement promptly upon execution and delivery and to deliver each instrument 

amending or modifying any agreement previously delivered to the Paying Agent. Copies of the 

Contribution Agreement, the Special Reserve Account Control Agreement and the LLC 

Operating Agreement (or portions thereof) as are necessary for the Paying Agent to be familiar 

with in order to perform its obligations hereunder have been delivered to the Paying Agent by the 

Company, and the Paying Agent acknowledges receipt thereof. 

(b) The Paying Agent shall retain the Debt Agreements in its possession and 

custody at all times during the term hereof unless any one of the following events has occurred: 

(i) If the Paying Agent has resigned or has been removed in 

accordance with the provisions of Section 9.1, the Paying Agent shall deliver the Debt 

Agreements to the successor Paying Agent in accordance with Section 9.1, 

(ii) If the Paying Agent has received a Request for Release and 

Receipt of the Debt Agreements in the form attached hereto as Exhibit I from an Authorized 

Representative of the FDIC, the Paying Agent shall deliver the Debt Agreements to the FDIC in 

accordance with the instructions provided in such notice. 

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

specifically set forth or provided for in this Agreement and each Debt Agreement to which it is a 

party, and no implied covenants or obligations of the Paying Agent shall be read into this 

Agreement or any Debt Agreement or any related agreement to which it is a party. The Paying 

Agent shall have no obligation to inquire whether any request, instruction, certificate, direction, 

receipt, demand, consent, resolution, statement, 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 shall 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 Purchase Money Notes. 

(a) Issuance; Forms Generally. On the Closing Date, the Company shall issue 

to the Receiver a Class A Note, in accordance with an authentication order substantially in the 

form of Exhibit 0 hereto, executed by the Manager and delivered to the Company, with an 

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FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
original face amount and an interest rate as set forth in such authentication order. Upon the 

subsequent sale ofthe Class A Note by the Receiver to a third party purchaser, the Company 

shall issue to the Receiver a Class A-IO Note, in accordance with an authentication order 

substantially in the form of Exhibit 0 hereto, executed by the Manager and delivered to the 

Company, with an interest rate as set forth in such authentication order. The forms ofthe 

Purchase Money Notes shall be as set forth in the applicable portions of Exhibit B hereto. The 

Purchase Money Notes may have notations, legends or endorsements required by law, stock 

exchange rule or usage. Any Purchase Money Note issued shall be initially sold to the Receiver 

and may be initially issued in the form ofone or more (i) certificated notes in definitive, fully 

registered form without interest coupons substantially in the form ofExhibit B-1 attached hereto 

(each, a "Certificated Note"), which shall be registered in the name of the owner or nominee 

thereof, duly executed by the Company as herein provided, or (ii) a global note in definitive, 

fully registered form without interest coupons substantially in the form of Exhibit B-2 attached 

hereto (each, a "Global Note"), which (A) shall be registered in the name of the Depository or its 

nominee and duly executed by the Company as herein provided and (B) shall be held by the 

Paying Agent as custodian for the Depository unless the Depository instructs otherwise. 

(b) Rule 144A Global Notes and Rule 144A Certificated Notes. Any 

Purchase Money Note sold to a Person whom the seller reasonably believes (i) is a Qualified 

Institutional Buyer purchasing for its own account or for the account of a Qualified Institutional 

Buyer in compliance with Rule 144A under the Securities Act and (ii) is a Qualified Purchaser 

purchasing for its own account or for the account of a Qualified Purchaser, will be issued in the 

form of (x) a beneficial interest in a Global Note, and such purchaser shall receive beneficial 

interests in one or more Global Notes (each, a "Rule 144A Global Note"), or (y) a Certificated 

Note (each, a "Rule 144A Certificated Note"). 

(c) Regulation S Certificated Notes. Any Purchase Money Note sold or 

transferred to a Person that (i) is not a U.S. Person and is acquiring the Purchase Money Notes in 

an Offshore Transaction (as defined in RegulationS of the Securities Act) in compliance with 

Rule 903 or Rule 904 ofRegulationS under the Securities Act and (ii) is a Qualified Purchaser 

purchasing for its own account or for the account of a Qualified Purchaser, will only be issued in 

the form of a Certificated Note (each, a "RegulationS Certificated Note"). The Paying Agent 

shall require, prior the any sale or transfer of any Regulation S Certificated Note, that the 

prospective purchaser execute and deliver to the Paying Agent and the Company a certificate in 

the form of Exhibit C-2 attached hereto or such other form as may be acceptable to the Paying 

Agent and counsel to the Company. 

(d) OlD Legend. To the extent required by Sections 1272, 1273 and 1275 of 

the Code, and any regulations issued regarding such elections, the Purchase Money Notes treated 

as issued at a discount to its stated redemption price at maturity for federal income tax purposes 

shall bear a legend in substantially the following form: 

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE 

INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS 

PURCHASE MONEY NOTE IS BEING ISSUED WITH ORIGINAL 

ISSUE DISCOUNT. YOU MAY CONTACT THE FEDERAL DEPOSIT 

8 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 


Pool Nos. 24020 and 24021 


NY2 2053687.3 
INSURANCE CORPORATION AT 550 17TH STREET, N.W., ROOM 

F-7014, WASHINGTON, D.C. 20429, ATTENTION: RALPH MALAM!, 

AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE 

AND THE YIELD TO MATURITY OF THIS PURCHASE MONEY 

NOTE. 

Section 2.5 Authorized Amount: Denominations: Prepayment 

(a) (i) The aggregate face amount of the Class A Notes that may be executed 

and delivered under this Agreement is limited to U.S.$56,1 00,000.00 except for a Class A Note 

executed and delivered upon registration of transfer of, or in exchange for, or in lieu of, another 

Class A Note pursuant to Section 2.7, 2.8 or 2.9 of this Agreement. The aggregate Notional 

Amount of the Class A-10 Notes that may be executed and delivered under this Agreement at 

any time must equal the Principal Amount of the Class A Notes at such time. 

(b) The Purchase Money Notes shall be issuable in minimum denominations 

ofU.S.$250,000 and integral multiples ofU.S.$1 0,000 in excess thereof (except that one 

Purchase Money Note in each Class may be issued in a different amount, so long as such amount 

exceeds the minimum denomination ofU.S.$250,000) (each such denomination, an "Authorized 

Denomination"). Any interest in a Purchase Money Note equal to or in excess of the applicable 

minimum denomination at the time ofthe issuance thereof that ceases or fails to be such 

minimum or multiple as a result of the repayment of principal may be transferred only in its 

entirety. 

Section 2.6 Execution, Delivery and Dating 

(a) The Purchase Money Notes shall be executed on behalf of the Company 

by one of the Authorized Representatives of the Company. The signature of such Authorized 

Representative on the Purchase Money Notes may be manual or facsimile. 

(b) A Purchase Money Note bearing the manual or facsimile signatures of 

individuals who were at any time the Authorized Representative of the Company shall bind the 

Company, notwithstanding the fact that such individuals or any of them have ceased to hold such 

offices prior to the execution and delivery ofsuch Purchase Money Note or did not hold such 

offices at the date of issuance of such Purchase Money Note. 

(c) The Purchase Money Notes executed and delivered by the Company or the 

Paying Agent on the Closing Date shall be dated as of the Closing Date. Any other Purchase 

Money Note that is executed and delivered after the Closing Date for any other purpose under 

this Agreement shall be dated the date ofits execution. 

(d) A Purchase Money Note issued upon transfer, exchange or replacement of 

another Purchase Money Note shall be issued in like Class and in Authorized Denominations 

reflecting the original Principal Amount of the Purchase Money Note so transferred, exchanged 

or replaced, but shall represent only the current Principal Amount of the Purchase Money Note 

so transferred, exchanged or replaced. In the event that the Purchase Money Note is divided into 

9 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
more than one Purchase Money Note in accordance with this Article II, the original Principal 

Amount of such Purchase Money Note shall be proportionately divided among the Purchase 

Money Notes delivered in exchange therefor and such proportionate amount shall be deemed to 

be the original Principal Amount of such subsequently issued Purchase Money Note. In the 

event that any Purchase Money Notes are restructured or reissued pursuant to Section 13.5 of the 

LLC Operating Agreement or Section 2.8 hereof, such Purchase Money Notes shall be issued in 

Authorized Denominations reflecting any adjustments to the Principal Amounts of the Purchase 

Money Notes so restructured or reissued. 

Section 2.7 Registration. Registration ofTransfer and Exchange. 

(a) The Company shall cause to be kept a register (the "Purchase Money 

Note Register") in which, subject to such reasonable regulations as it may prescribe, the 

Company shall provide for the registration, and the registration of transfers, of the Purchase 

Money Notes. The Paying Agent is hereby initially appointed "Purchase Money Note 

Registrar" for the purpose of registering the Purchase Money Notes and transfers of such 

Purchase Money Notes as herein provided. Upon any resignation or removal of the Purchase 

Money Note Registrar, the Company shall promptly appoint a successor. 

(b) If a Person other than the Paying Agent is appointed by the Company as 

Purchase Money Note Registrar, the Company will give the Paying Agent and the Purchase 

Money Notes Guarantor prompt notice ofthe appointment of a Purchase Money Note Registrar 

and of the location, and any change in the location, of the Purchase Money Note Registrar, and 

the Paying Agent shall have the right to inspect the Purchase Money Note Register at all 

reasonable times and to obtain copies thereof and the Paying Agent shall have the right to rely 

upon a certificate executed on behalf of the Purchase Money Note Registrar by an officer thereof 

as to the names and addresses ofthe Holders ofPurchase Money Notes and the Principal 

Amount and numbers of such Purchase Money Note. Upon written request at any time, the 

Purchase Money Note Registrar promptly shall provide to the Company or the Collateral Agent a 

current list of Holders as reflected in the Purchase Money Note Register. 

(c) Subject to this Section 2.7, upon surrender to the Purchase Money Note 

Registrar for registration of transfer of any Purchase Money Note, the Purchase Money Note 

Registrar shall prepare and the Company shall execute and deliver, in the name of the designated 

transferee or transferees, one or more new Purchase Money Notes of the same Class, of any 

Authorized Denomination and of like terms and like Principal Amount. The Company shall 

furnish a copy ofthe executed Purchase Money Note to the Purchase Money Note Registrar. 

(d) At the option ofa Holder, a Purchase Money Note may be exchanged for 

one or more Purchase Money Notes of the same Class, in any Authorized Denominations and of 

like terms and like Principal Amount of the Purchase Money Note to be exchanged at such office 

or agency. Whenever any Purchase Money Note is surrendered to the Purchase Money Note 

Registrar for exchange, the Purchase Money Note Registrar shall prepare, and the Company shall 

execute and deliver, the Purchase Money Note that the Holder making the exchange is entitled to 

receive and shall deliver a copy of such executed Purchase Money Note to the Purchase Money 

Note Registrar. 

10 

FDIC SFR 2010·2 

Custodia) and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
(e) All new Purchase Money Notes issued upon any registration of transfer or 

exchange of existing Purchase Money Notes shall be the valid obligations ofthe Company, 

evidencing the same debt (to the extent they evidence debt), and entitled to the same benefits 

under this Agreement, as the Purchase Money Notes surrendered upon such registration of 

transfer or exchange. 

(f) Every Purchase Money Note presented or surrendered for registration of 

transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of 

transfer in form satisfactory to the Company and the Purchase Money Note Registrar duly 

executed by the Holder thereof or his attorney. 

(g) No service charge shall be made to a Holder for any registration of 

transfer or exchange of a Purchase Money Note, but the Company or the Paying Agent may 

require payment of a sum sufficient to cover any tax or other governmental charge payable in 

connection therewith. 

(h) No Purchase Money Note may be sold or transferred (including, without 

limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the 

registration requirements of the Securities Act, would not require the registration ofthe 

Company under the Investment Company Act, would not cause the Company to become a 

"publicly traded partnership" (as such term is defined in Section 7704 of the Code) and is exempt 

under applicable state or foreign securities laws. 

(i) The Purchase Money Notes may only be sold or resold, as the case may 

be: (i) to a transferee that is a person whom the seller reasonably believes is a Qualified 

Institutional Buyer purchasing for its own account or for the account of a Qualified Institutional 

Buyer in compliance with Rule 144A under the Securities Act or (ii) to a transferee that is not a 

U.S. Person and is acquiring the Purchase Money Notes in an Offshore Transaction (as defined 

in Regulation S of the Securities Act) in compliance with Rule 903 or Rule 904 of Regulation S 

under the Securities Act and, in the case ofboth clauses (i) and (ii) ofthis Section 2.7(i), to a 

transferee that is a Qualified Purchaser purchasing for its own account or for the account of a 

Qualified Purchaser. 

G) The Paying Agent shall require, prior to any sale or other transfer of a 

Purchase Money Note, that the prospective purchaser or transferee execute and deliver to the 

Paying Agent and the Company a certificate relating to such transfer in the form ofthe 

applicable portion of Exhibit C attached hereto or such other form as may be acceptable to the 

Paying Agent and counsel to the Company (each, a "Transferee Certificate"). The Paying 

Agent shall be entitled to rely conclusively on any Transferee Certificate and shall be entitled to 

presume conclusively the continuing accuracy thereof from time to time, in each case, without 

further inquiry or investigation. 

(k) At any time when the Company is not subject to Section 13.1 or IS(d) of 

the Exchange Act or is exempt from reporting requirements pursuant to Rule 12g3-2(b) 

thereunder, upon the request of any Note Owner, the Paying Agent, on behalf of the Company, 

shall promptly furnish to such Note Owner or to a prospective purchaser of any Purchase Money 

II 

FDIC SFR 20/0-1 

Custodial and Paying Agency Agreement 


Pool Nos. 24020 and 2402l 


NY2 2053687.3 
Note designated by such Note Owner the information required to be delivered to Note Owners 

pursuant to Rule 144A(d)(4) under the Securities Act ("Rule 144A Information") (as 

determined by the Company in its sole discretion) in order to permit compliance by such Note 

Owner with Rule 144A in connection with the resale of such Purchase Money Note by such Note 

Owner. Upon request by the Company, the Paying Agent shall cooperate with the Company in 

mailing or otherwise distributing (at the Company's expense) to such Note Owners or 

prospective purchasers, at and pursuant to the Company's written direction, the foregoing 

materials prepared and provided by the Company; provided that the Paying Agent shall be 

entitled to affix thereto or enclose therewith such disclaimers as the Paying Agent shall deem 

reasonably appropriate, at its discretion (such as, for example, a disclaimer that such Rule 144A 

Information was assembled by the Company and not by the Paying Agent, that the Paying Agent 

has not reviewed or verified the accuracy thereof and that it makes no representation as to the 

sufficiency of such information under Rule 144A or for any other purpose). 

(I) Transfers and exchanges of Global Notes, in whole or in part, shall only 

be made in accordance with this Section 2.7(1). 

(i) Rule 144A Global Note to Certificated Note. If a Note Owner of a 

Rule 144A Global Note wishes at any time to transfer its interest in such Rule 144A Global Note 

to a Person who wishes to take delivery thereof in the form of a Certificated Note of the same 

Class, or to exchange its interest in such Rule 144A Global Note for an interest in a Certificated 

Note, such Note Owner may, subject to the rules and procedures of the Depository, transfer or 

exchange, or cause the transfer or exchange of, such interest for an equivalent Principal Amount 

of one or more such Certificated Notes as described below. Upon receipt by the Purchase 

Money Note Registrar of (A) instructions given in accordance with the Depository's procedures 

from an Agent Member directing the Paying Agent to deliver one or more such Certificated 

Note, designating the applicable registered name or names, address, payment instructions, and 

the Principal Amount ofthe Certificated Notes to be executed and delivered (the Principal 

Amount ofsuch Certificated Notes being equal to the beneficial interest in the Rule 144A Global 

Note to be transferred), in Authorized Denominations and (B) a certificate in the form of Exhibit 

C-2 attached hereto, in the case of a transfer to Regulation S Certificated Notes, or Exhibit C-3 

attached hereto, in the case of a transfer to Rule 144A Certificated Notes, in each case, executed 

and delivered by the transferee of such beneficial interest, then the Purchase Money Note 

Registrar shall instruct the Depository to reduce, or cause to be reduced, the applicable Rule 

144A Global Note by the Principal Amount of the beneficial interest in such Rule 144A Global 

Note to be transferred or exchanged and the Purchase Money Note Registrar shall record the 

transfer or exchange in the Purchase Money Note Register in accordance with Section 2.7(a) and 

authenticate and deliver one or more Certificated Note registered in the names and amounts 

specified in clause (A) above. 

(m) Transfers and exchanges of Certificated Notes, in whole or in part, shall 

only be made in accordance with this Section 2.7(m). 

(i) Certificated Note to Rule 144A Global Note. !fa Holder of a 

Certificated Note wishes to transfer such Certificated Note to a Person who wishes to take 

delivery thereof in the form ofan interest in a Rule 144A Global Note, or to exchange such 

12 

FDIC SFR 20/0-Z 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 


NY2 2053687.3 

Certificated Note for an interest in a Rule 144A Global Note, such Holder may transfer or 

exchange, or cause the transfer or exchange of, such Certificated Note for an equivalent 

beneficial interest in a Rule 144A Global Note, provided that such proposed transferee or the 

Person requesting such exchange, as applicable, is a Qualified Institutional Buyer and a 

Qualified Purchaser. Upon receipt by the Purchase Money Notes Registrar of (A) such 

Certificated Note properly endorsed for such transfer and written instructions from such Holder 

directing the Purchase Money Notes Registrar to cause to be credited a beneficial interest in the 

Rule 144A Global Note in an amount equal to the Principal Amount of such Certificated Note, 

such instructions to contain information regarding the participant account with the Depository to 

be credited with such increase, (B) a certificate in the form ofExhibit C-4 hereto executed and 

delivered by the Holder of such Certificated Note and stating that, in the case of an exchange, the 

Holder is a Qualified Institutional Buyer and is also a Qualified Purchaser or, in the case ofa 

transfer, such Holder reasonably believes that the Person acquiring such interest in the applicable 

Rule 144A Global Note is a Qualified Institutional Buyer, is obtaining such beneficial interest in 

a transaction meeting the requirements of Rule 144A and in accordance with any applicable 

securities laws of any state of the United States or any other jurisdiction and is also a Qualified 

Purchaser and (C) in the case of a transfer, a certificate in the form of Exhibit C-3 hereto 

executed and delivered by the proposed transferee stating that it is both a Qualified Institutional 

Buyer and a Qualified Purchaser, then the Purchase Money Notes Registrar shall cancel such 

Certificated Note in accordance with Section 2.16, record the transfer or exchange in the 

Purchase Money Notes Registrar in accordance with Section 2.7(a) and instruct the Depository to 

credit or cause to be credited to the securities account of the Person specified in such instructions 

a beneficial interest in the Rule 144A Global Note equal to the amount specified in the 

instructions received pursuant to clause (A) above. 

(ii) Certificated Note to Certificated Note. If a Holder of a Certificated 

Note wishes at any time to transfer such Certificated Note tc another Person, such Holder may 

transfer, or cause the transfer of, such Certificated Note as provided below. Upon receipt by the 

Purchase Money Notes Registrar of (A) such Holder's Certificated Note properly endorsed for 

assignment to the transferee and (B) a certificate in the form of Exhibit C-2 hereto, in the case of 

a transfer of RegulationS Certificated Notes, or Exhibit C-3 hereto, in the case of a transfer of 

Rule 144A Certificated Notes, in each case, executed in delivered by the proposed transferee, 

then the Purchase Money Notes Registrar shall cancel such Certificated Note in accordance with 

Section 2.16, record the transfer in the Purchase Money Notes Register in accordance with 

Section 2.7(a) and, upon execution by the Company, deliver one or more Certificated Notes of 

the same Class endorsed for transfer, registered in the names specified in the assignment 

described in clause (A) above, in Principal Amounts designated by the transferee (the Principal 

Amounts being equal to the aggregate Principal Amount of the Certificated Notes surrendered by 

the transferor), and in Authorized Denominations. 

If a Holder of one or more Rule 144A Certificated Notes wishes at any 

time to exchange such Rule 144A Certificated Notes for one or more Rule 144A 

Certificated Notes of different Principal Amounts, or if a Holder of one or more 

Regulation S Certificated Notes wishes at any time to exchange such Regulation S 

Certificated Notes for one or more Regulation S Certificated Notes of different Principal 

Amounts, such Holder may exchange or cause the exchange of such Certificated Notes 

13 

FDIC SFR 2010·2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
for Certificated Notes endorsed for exchange as provided below. Upon receipt by the 

Purchase Money Notes Registrar of (A) such Holder's Certificated Notes properly 

endorsed for such exchange and (B) written instructions from such Holder designating 

the number and Principal Amounts of the Certificated Notes to be issued (the Principal 

Amount of the Certificated Notes to be issued being equal to the Principal Amount of the 

Certificated Notes surrendered for exchange), then the Purchase Money Notes Registrar 

shall cancel such Certificated Notes in accordance with Section 2.16, record the exchange 

in the Purchase Money Notes Register in accordance with Section 2.7(a) and, upon 

execution by the Company, deliver one or more Certificated Notes endorsed for 

exchange, registered in the same name as the Certificated Notes surrendered by such 

Holder, in different Principal Amounts designated by such Holder and in Authorized 

Denominations. 

If a Holder of one or more Rule 144A Certificated Notes wishes at any 

time to exchange such Rule 144A Certificated Notes for one or more Regulation S 

Certificated Notes, or if a Holder of one or more Regulation S Certificated Notes wishes 

at any time to exchange such RegulationS Certificated Notes for one or more Rule 144A 

Certificated Notes, such Holder may exchange or cause the exchange of such Certificated 

Notes for Certificated Notes endorsed for exchange as provided below. Upon receipt by 

the Purchase Money Notes Registrar of (A) such Holder's Certificated Notes properly 

endorsed for such exchange, (B) written instructions from such Holder designating the 

number and Principal Amounts of the Certificated Notes to be issued (the Principal 

Amount of the Certificated Notes to be issued being equal to the Principal Amount of the 

Certificated Notes surrendered for exchange), and (C) a certificate in the form of 

Exhibit C-2 hereto, in the case of an exchange for Regulation S Certificated Notes, or 

Exhibit C-3 hereto, in the case of an exchange for Rule 144A Certificated Notes, 

executed and delivered by the proposed transferee, then the Purchase Money Notes 

Registrar shall cancel such Certificated Notes in accordance with Section 2.16, record the 

exchange in the Purchase Money Notes Register in accordance with Section 2. 7(a) and, 

upon execution by the Company, deliver one or more Certificated Notes endorsed for 

exchange, registered in the same name as the Certificated Notes surrendered by such 

Holder, in different Principal Amounts designated by such Holder and in Authorized 

Denominations. 

(n) IfPurchase Money Notes are issued upon the transfer, exchange or 

replacement of Purchase Money Notes bearing the applicable legends set forth in the Exhibits 

attached to this Agreement and if a request is made to remove such applicable legend on such 

Purchase Money Notes, the Purchase Money Notes so issued shall bear such applicable legend, 

or such applicable legend shall not be removed, as the case may be, unless there is deliv~red to 

the Paying Agent and the Company such satisfactory evidence, which may include an opinion of 

counsel acceptable to them, as may be reasonably required by the Company (and which shall by 

its terms permit reliance by the Paying Agent), to the effect that neither such applicable legend 

nor the restrictions on transfer set forth therein are required to ensure that transfers thereof 

comply with the provisions of the Securities Act, the Investment Company Act, ERISA or the 

Code or any other applicable Jaw. Upon provision ofsuch satisfactory evidence, the Paying 

14 

FDIC SFR 20/().2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 Wld 24021 

NY2 205361!7.3 
Agent, at the written direction of the Company, shall, after due execution by the Company 

deliver Purchase Money Notes that do not bear such applicable legend. 

(o) Each Note Owner of Rule 144A Global Notes will be deemed to have 

represented and agreed, and each Holder of Certificated Notes will be required to represent and 

agree, as follows: 

(i) In the case of Purchase Money Notes issued in reliance on 

Rule 144A: it is aware that the sale of the Purchase Money Notes to it is being made in reliance 

on the exemption from registration provided by Rule 144A and it is a Qualified Institutional 

Buyer and a Qualified Purchaser. 

(ii) In the case of Purchase Money Notes issued in reliance on 

RegulationS: (A) it is aware that the sale of the Purchase Money Notes to it is being made in 

reliance on the exemption from registration provided by RegulationS; (B) it is not, and will not 

be, a U.S. Person; it is a Qualified Purchaser; and (C) its purchase of the Purchase Money Notes 

will comply with all applicable laws in any jurisdiction in which it resides or is located. 

(iii) It understands that the Purchase Money Notes will bear a legend 

set forth in the applicable exhibit attached hereto. 

(iv) It (A) was not formed for the purpose of investing in the Company 

(except when each beneficial owner of the purchaser is a Qualified Purchaser), (B) has received 

the necessary consent from its beneficial owners if the purchaser is a private investment 

company formed before April30, 1996, (C) is not a broker-dealer that owns and invests on a 

discretionary basis less than U.S.$25,000,000 in securities of unaffiliated issuers, (D) is not a 

pension, profit sharing or other retirement trust fund or plan in which the partners, beneficiaries 

or participants, as applicable, may designate the particular investments to be made, and in a 

transaction that may be effected without loss ofany applicable Investment Company Act 

exemption, (E) will provide notice to any subsequent transferee of the transfer restrictions 

provided in the legend, (F) will hold and transfer Purchase Money Notes in an amount of not less 

than U.S.$250,000 for it or for each account for which it is acting, (G) will provide the Company 

and Paying Agent from time to time such information as they may reasonably request in order to 

ascertain compliance with this paragraph and (H) understands that the Company may receive a 

list of participants holding positions in its securities from one or more book-entry depositories. 

(v) It understands that such Purchase Money Notes are being offered 

only in a transaction not involving any public offering in the United States within the meaning of 

the Securities Act, such Purchase Money Notes have not been and will not be registered under 

the Securities Act and, if in the future it decides to offer, resell, pledge or otherwise transfer such 

Purchase Money Notes, such Purchase Money Notes may be offered, resold, pledged or 

otherwise transferred only in accordance with the provisions of this Agreement and the legend on 

such Purchase Money Notes. It acknowledges that no representation has been made as to the 

availability of any exemption under the Securities Act or any state securities laws for resale of 

the Purchase Money Notes. 

15 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
(vi) On each day from the date on which it acquires the Purchase 

Money Notes or interest therein through and including the date on which it disposes of its 

interests in such Purchase Money Note, either that (A) it is not, and is not acting on behalf of, or 

using the assets of, any employee benefit plan subject to Title I of ERISA or any plan, individual 

retirement account, Keogh plan or other arrangement subject to Section 4975 of the Code, or any 

entity whose underlying assets are considered to include "plan assets" of any such plan, account 

or arrangement or a governmental or other plan which is subject to any provisions under any 

non-U.S., federal, state or local law that is similar to the provisions of Section 406 of ERISA or 

Section 4975 of the Code ("Similar Law") or (B) its acquisition and holding and disposition of 

such Purchase Money Note (or any interest therein) will not constitute or result in a non-exempt 

prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case 

ofa governmental or other plan, a violation of Similar Law). 

(vii) It understands that this Agreement permits the Company to 

demand that (A) any Note Owner of Rule 144A Global Notes (or Holder of Rule 144A 

Certificated Notes) who is determined not to be both a Qualified Institutional Buyer and a 

Qualified Purchaser at the time of acquisition of such Purchase Money Notes or (B) any Holder 

of RegulationS Certificated Notes who is determined not to be both a non-U.S. Person and a 

Qualified Purchaser at the time of acquisition of such Purchase Money Notes, in either such case, 

sell the Purchase Money Notes (x) to a Person who is a Qualified Institutional Buyer in a 

transaction meeting the requirements ofRule 144A or another applicable exemption from the 

registration requirements of the Securities Act or (y) to a Person who will take delivery in the 

form of a RegulationS Certificated Note and who is not a U.S. Person in a transaction meeting 

the requirements of RegulationS and, in the case of both clauses (x) and (y), to a person that is a 

Qualified Purchaser, and if it does not comply with any such demand under clause (A) or (B) 

within 30 days thereof, the Company may sell the Note Owner's or Holder's Purchase Money 

Note or interest therein in accordance with and pursuant to the terms of this Agreement. 

(viii) It acknowledges that it is its intent and that it understands it is the 

intent of the Company that, for purposes of U.S. Federal income, state and local income and any 

other income taxes, the Company will be treated as a partnership and the Purchase Money Notes 

will be treated as indebtedness of the Company; it agrees to such treatment and agrees to take no 

action inconsistent with such treatment. 

(ix) !fit is not a "U.S. person" as defined in Section 770l(a)(30) of the 

Code, it is not acquiring any Purchase Money Notes as part of a plan to reduce, avoid or evade 

U.S. Federal Income taxes owed, owing or potentially owed or owing. 

(x) It is aware that, except with respect to Certificated Notes, the 

Purchase Money Notes will be represented by one or more Rule 144A Global Notes and that the 

beneficial interests therein may be held only through the Depository or one of its nominees, as 

applicable. 

(xi) It agrees that it will not offer or sell, transfer, assign, or otherwise 

dispose of any Purchase Money Notes or any interest therein except (A) pursuant to an 

exemption from, or in a transaction not subject to, the registration requirements of the Securities 

16 

FDIC SF/120/0..2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
Act and any applicable state securities laws or the applicable laws of any other jurisdiction and 

(B) in accordance with the provisions of this Agreement, to which provisions it agrees it is 

subject. 

(xii) It understands that the Company, the Paying Agent and the 

Receiver, their respective Affiliates and their counsel will rely upon the accuracy and truth ofthe 

foregoing representations, and it consents to such reliance. 

(xiii) It will provide notice to each Person to whom it proposes to 

transfer any interest in the Purchase Money Notes ofthe transfer restrictions and representations 

set forth in this Section 2.7, including the Exhibits referenced herein. 

(p) Agent Members shall have no rights under this Agreement with respect to 

any Global Note held on their behalf by the Paying Agent, as custodian for the Depository, and 

the Depository may be treated by the Company, the Paying Agent, and any agent of the 

Company or the Paying Agent as the absolute owner of such Global Note for all purposes 

whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the 

Paying Agent, or any agent of the Company or the Paying Agent, from giving effect to any 

written certification, proxy or other authorization furnished by the Depository or impair, as 

between the Depository and its Agent Members, the operation of customary practices governing 

the exercise ofthe rights ofa beneficial interest in any Global Note. 

(q) Notwithstanding any provision to the contrary herein, so long as a 

Purchase Money Note remains outstanding, transfers and exchanges of a Purchase Money Note, 

in whole or in part, shall only be made in accordance with this Section 2.7. 

(r) Any purported transfer or exchange of a Purchase Money Note not in 

accordance with this Section 2.7 shall be null and void ab initio and shall not be given effect for 

any purpose hereunder. 

(s) Nothing in this Section 2.7 shall be construed to limit any contractual 


restrictions on transfers of Purchase Money Notes or interests therein that may apply to any 


Person. 


(t) Notwithstanding anything contained herein to the contrary, neither the 

Paying Agent nor the Purchase Money Notes Registrar shall be responsible for ascertaining 

whether any transfer complies with the registration provisions of or any exemptions from the 

Securities Act, applicable state securities laws or the applicable laws of any other jurisdiction, 

ERISA, the Code or the Investment Company Act; provided that if a certificate is specifically 

required by the express terms of this Agreement to be delivered to the Paying Agent by a Holder 

or transferee of a Purchase Money Note, the Paying Agent shall be under a duty to receive and 

examine the same to determine whether or not the certificate substantially conforms on its face to 

the requirements of this Agreement and shall promptly notifY the party delivering the same if 

such certificate does not comply with such terms. 

17 

FDIC SFR 20/0-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
(u) Notwithstanding the foregoing, with the advice of counsel to the 

Company, the Company may adopt one or more other forms of transfer certificate with respect to 

the transfer of the Purchase Money Notes after the Closing Date. The Purchase Money Note 

Registrar shall be notified of such action and, upon receipt of such notice and copies of such 

other forms of transfer certificate from the Company, shall be deemed to be directed by the 

Company to also adopt such alternate forms of transfer certificate. 

Section 2.8 Reissuance of Purchase Money Notes. Upon the maturity of any Purchase 

Money Note (a "Maturing Purchase Money Note"), the Company, at the direction of the 

Purchase Money Notes Guarantor, shall reissue such Purchase Money Note (such reissued 

Purchase Money Note, a "Reissued Purchase Money Note") to the Receiver with terms and 

conditions as are directed by the Receiver and substantially similar to the terms and conditions of 

the related Maturing Purchase Money Note and a new maturity date satisfactory to the Purchase 

Money Notes Guarantor; provided, that (x) (i) the maturity date of such Reissued Purchase 

Money Note shall not be later than the seventh anniversary of the Closing Date and (ii) the 

outstanding principal amount of such Reissued Purchase Money Note at the time of its issuance 

shall equal (A) the outstanding principal amount of the related Maturing Purchase Money Note 

minus (B) the aggregate amount paid to the Holders of such related Maturing Purchase Money 

Note, without regard to the amount, if any, of any payments made pursuant to the Purchase 

Money Notes Guaranty and (y) no modification contained in such Reissued Purchase Money 

Note shall adversely affect (i) the amount or timing of distributions to the Manager pursuant to 

the Priority of Payments or (ii) any other rights or obligations of the Manager pursuant to this 

Agreement or any Ancillary Document (other than the Purchase Money Notes). Simultaneously 

with the issuance of any Reissued Purchase Money Note, the Company shall use the proceeds of 

such Reissued Purchase Money Note to repay the Holders of the related Maturing Purchase 

Money Note at maturity in accordance with their Holder Percentages. Each reissued Purchase 

Money Note shall be subject to all ofthe terms and conditions of this Agreement. 

Section 2.9 Mutilated. Defaced. Destroyed. Lost or Stolen Purchase Money Note. 

(a) If (i) any mutilated or defaced Purchase Money Note is surrendered to a 

Paying Agent, or if there shall be delivered to the Company and the Paying Agent evidence to 

their reasonable satisfaction of the destruction, loss or theft of any Purchase Money Note, and (ii) 

there is delivered to the Company and the Paying Agent such security or indemnity as may be 

required by them to save each of them and any agent of any of them harmless, then, in the 

absence of notice to the Company or such Paying Agent that such Purchase Money Note has 

been acquired by a bona fide purchaser, the Company shall execute and deliver, in lieu ofany 

such mutilated, defaced, destroyed, lost or stolen Purchase Money Note, a new Purchase Money 

Note, of the same Class and oflike tenor (including the same date of issuance) and Principal 

Amount registered in the same manner, dated the date of its authentication, bearing interest from 

the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen 

Purchase Money Note and bearing a number not contemporaneously outstanding. 

(b) If, after delivery of such new Purchase Money Note, a bona fide purchaser 

of the predecessor Purchase Money Note presents for payment, transfer or exchange such 

predecessor Purchase Money Note, the Company, the Purchase Money Note Registrar and the 

18 

FDIC SFR 20/0-2 

Custodia\ and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
Paying Agent shall be entitled to recover such new Purchase Money Note from the Person to 

whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the 

security or indemnity provided therefor to the extent of any loss, damage, cost or expense 

incurred by the Company and the Paying Agent in connection therewith. 

(c) In case any such mutilated, defaced, destroyed, lost or stolen Purchase 

Money Note has become due and payable, the Company may in its discretion, instead of issuing 

a new Purchase Money Note pay such Purchase Money Note without requiring surrender thereof 

except that any mutilated Purchase Money Note shall be surrendered. 

(d) Upon the issuance of any new Purchase Money Note under this Section 

2.9, the Company may require the payment by the Holder thereof of a sum sufficient to cover 

any tax or other governmental charge that may be imposed in relation thereto and any other 

expenses (including the fees and expenses of the Paying Agent) connected therewith. 

(e) Every new Purchase Money Note issued pursuant to this Section 2.9 in 

lieu ofany mutilated, defaced, destroyed, lost or stolen Purchase Money Note shall constitute an 

original additional contractual obligation ofthe Company, and such new Purchase Money Note 

shall be entitled, subject to Section 2.9(b), to all the benefits of this Agreement equally and 

proportionately with any and all other Purchase Money Notes duly issued hereunder. 

The provisions of this Section 2.9 are exclusive and shall preclude (to the extent lawful) all other 

rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, 

lost or stolen Purchase Money Note. 

Section 2.10 Principal Amount and Payments with Respect to the Purchase Money 


Notes. 


(a) The Notional Balance ofthe Class A-IO Notes, if any, shall equal, at all times, the 

Principal Amount ofthe Class A Notes. Any increase in or reduction of the Principal Amount of 

the Class A Notes shall generate a corresponding increase in or reduction of the Notional 

Balance ofthe Class A-!0 Notes. 

(b) All reductions in the Principal Amount of a Class A Note (or one or more 

predecessor Class A Notes) effected by payments ofprincipal shall be binding upon all future 

Note Owners of such Class A Note and of any Class A Note issued upon the registration of 

transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted 

on such Class A Note. Subject to the foregoing, each Class A Note delivered under this 

Agreement and upon registration of transfer ofor in exchange for or in lieu ofany other Class A 

Note shall carry the rights of unpaid principal or distributions that were carried by such other 

Class A Note. 

(c) Payments in respect of principal of any Class A Note shall be made by or on 

behalf of the Company, in U.S. dollars, to the Depository or its nominee with respect to a Global 

Note and to the Holder or its designee with respect to a Certificated Note, by wire transfer, as 

directed by the Depository or such Holder, as applicable, in immediately available funds to a 

19 

FDIC SFR 2010·2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 ~ 1 

NY2 2053687.3 
U.S. dollar account maintained by the Depository or its nominee with respect to a Global Note, 

and to the Holder or its designee with respect to a Certificated Note; provided that (i) in the case 

of a Certificated Note, the Holder thereof shall have provided written wiring instructions to the 

Paying Agent on or before the related Record Date; and (ii) if appropriate instructions for any 

such wire transfer are not received at least 15 Business Days prior to the relevant Distribution 

Date, then such payment shall be made by check drawn on aU.S. bank mailed to the address of 

the Holder specified in the Purchase Money Note Register. Upon final payment due on the 

maturity of a Purchase Money Note, the Holder thereof shall present and surrender such 

Purchase Money Note at the office of the Paying Agent on or prior to such maturity; provided 

that, if the Paying Agent and the Company shall have been furnished such security or indemnity 

as may be required by them to save each ofthem harmless and an undertaking thereafter to 

surrender such Purchase Money Note, then, in the absence of notice to the Company or the 

Paying Agent that the applicable Purchase Money Note has been acquired by a bona fide or 

protected purchaser, such final payment shall be made without presentation or surrender; 

provided further that the foregoing provisos shall not apply to any Class of Purchase Money 

Notes so long as such Class of Purchase Money Notes remains in book-entry from, in which case 

all payments shall be made through the Depository. All notices and communications to be given 

to the Note Owners and all payments to be made to Note Owners in respect of the Purchase 

Money Notes shall be given or made only to or upon the order of the registered Holders. Neither 

the Company nor the Paying Agent shall have any responsibility or liability for any aspects of 

the records maintained by the Depository or any ofthe Agent Members relating to or for 

payments made thereby on account of beneficial interests in a Global Note. 

(d) The Company may not prepay, in whole or in part, any Purchase Money Note. 

Section 2.11 Mandatorv Exchange. 

(a) A Global Note deposited with the Depository shall be exchanged for one 

or more Certificated Notes issued to the beneficial owners thereof if (i) either the Depository 

notifies the Company that it is unwilling or unable to continue as depository for such Global 

Note or (ii) at any time the Depository ceases to be a Clearing Agency registered under the 

Exchange Act and, in each case, a successor depository is not appointed by the Company within 

90 days after such notice; and provided that such exchange complies with Section 2.7 hereof. 

(b) Any Global Note that is exchanged for a Certificated Note pursuant to this 

Section 2.11 shall be surrendered by the Depository to the Paying Agent to be so transferred, in 

whole or from time to time in part, without charge, and the Company shall execute, and the 

Paying Agent shall deliver, upon such transfer of each portion of such Global Note, an equal 

Principal Amount of Certificated Notes ofthe same Class in Authorized Denominations. Any 

Certificated Note delivered in exchange for an interest in a Global Note shall, except as 

otherwise provided by Section 2.7(m) hereof, bear the legends set forth in the applicable Exhibit 

hereto and shall be subject to the transfer restrictions referred to in such legends. 

(c) Subject to the provisions of subsection (b) of this Section 2.11, the Holder 

ofa Global Note may grant proxies and otherwise authorize any Person, including Agent 

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FDIC SFR 10/0-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
Members and Persons that may hold interests through Agent Members, to take any action which 

a Holder is entitled to take under this Agreement or the Purchase Money Note. 

(d) In the event of the occurrence of the event specified in subsection (a) of 

this Section 2.11, the Company shall promptly make available to the Paying Agent a reasonable 

supply of Certificated Notes in definitive, fully registered form without interest coupons. The 

Certificated Notes shall be in substantially the same form as the Exhibits to this Agreement with 

such changes therein as the Company and Paying Agent shall agree and the Company shall 

execute, and the Paying Agent shall deliver, in exchange for the Global Note or Global Notes, as 

the case may be, the same original Principal Amount ofCertificated Notes of the same Class of 

Authorized Denominations. 

Section 2.12 Notes Beneficially Owned by Persons Not Qualified Institutional Buyers 

or Qualified Purchasers. 

(a) Notwithstanding anything to the contrary elsewhere in this Agreement, 

any transfer of (i) a Rule 144A Global Note or a Rule 144A Certificated Note to a Person that is 

not both a Qualified Institutional Buyer and a Qualified Purchaser or (ii) a Rule 144A Global 

Note to any Person that is not a U.S. Person shall be null and void (other than any such transfers 

to the Receiver), and any such purported transfer of which the Company or the Paying Agent 

shall have notice may be disregarded by the Company and the Paying Agent for all purposes. 

(b) If (i) any Person that is not a Qualified Institutional Buyer and a Qualified 

Purchaser shall become a Note Owner of a Rule 144A Global Note or a Holder of a Rule 144A 

Certificated Note or (ii) (A) any U.S. Person or (B) any non-U.S. Person that is not a Qualified 

Purchaser shall become a Holder of a RegulationS Certificated Note (any such Person, a "NonPermitted Holder"), the Company, or the Paying Agent acting on behalf of the Company, shall 

promptly after discovery that such Person is a Non-Permitted Holder by the Company or the 

Paying Agent (and notice by the Paying Agent to the Company) send notice to such NonPermitted Holder demanding that such Non-Permitted Holder transfer its interest to a Person that 

is not a Non-Permitted Holder within 30 days of the date of such notice. If such Non-Permitted 

Holder fails to so transfer its interest, the Company shall have the right, without further notice to 

the Non-Permitted Holder, to sell such interest to a purchaser selected by the Company that is 

not a Non-Permitted Holder on such terms as the Company may choose. The Company with the 

assistance of an independent investment bank of national reputation engaged at the expense of 

the Company, shall select the purchaser by soliciting one or more bids from one or more brokers 

or other market professionals that regularly deal in securities similar to the Purchase Money Note 

and selling such interest to the highest such bidder. However, the Company may select a 

purchaser by any other means determined by it in its sole discretion. The. Holder of each 

Purchase Money Note, the Non-Permitted Holder and each other Person in the chain of title from 

the Holder to the Non-Permitted Holder, by their acceptance of an interest in the Purchase 

Money Note, agree to cooperate with the Company and the Paying Agent to effect such transfers. 

The proceeds of such sale, net ofany commissions, expenses and taxes due in connection with 

such sale, shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale 

under this subsection shall be determined in the sole discretion of the Company, and the 

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FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
Company shall not be liable to any Person having an interest in the Purchase Money Note sold as 

a result of any such sale or the exercise of such discretion. 

Section 2.13 Withholding. If any withholding tax is imposed on any payment made by 

the Company to any Note Owner, such tax shall reduce the amount otherwise payable to such 

Note Owner. The Company is hereby authorized to withhold from amounts otherwise payable to 

any Note Owner sufficient funds for the payment of any tax that is legally owed in connection 

therewith (but such authorization shall not prevent the Company from contesting any such tax in 

appropriate proceedings and withholding payment of such tax, if permitted by Law, pending the 

outcome of such proceedings). The amount of any withholding tax imposed with respect to any 

Note Owner shall be treated as cash paid to such Note Owner at the time it is withheld. Ifthere 

is a possibility that withholding tax is payable with respect to a payment, the Company may, in 

its sole discretion, withhold such amounts in accordance with this Section 2.13. The Company 

shall not be obligated to pay any additional amounts to any Note Owner or beneficial owner of 

Purchase Money Note as a result of any withholding or deduction for, or on account of, any 

present or future taxes, duties, assessments or governmental charges imposed on payments in 

respect of the Purchase Money Note. 

Section 2.14 Persons Deemed Owners. The Company, the Paying Agent and any agent 

of the Company or the Paying Agent shall treat the Person in whose name any Purchase Money 

Note is registered as the owner of such Purchase Money Note on the Purchase Money Note 

Register on the applicable Record Date for the purpose ofreceiving payments of principal of and 

interest on or other distributions with respect to such Purchase Money Note and on any other 

date for all other purposes whatsoever (whether or not such payments are overdue), and neither 

the Company, nor the Paying Agent, nor any agent of the Company or the Paying Agent, shall be 

affected by notice to the contrary. 

Section 2.15 Holder Voting. In any case in which consent of the "Holders" is required, 

such consent requirement shall be satisfied if the Holders of more than fifty percent (50%) of the 

Principal Amount of the Class A Notes consent. Notwithstanding the foregoing, with respect to 

each of the following, such consent requirement shall only be satisfied if each affected Holder 

consents: 

(a) any amendment, waiver or other modification that would (I) extend the 

due date for, or reduce the amount of any scheduled repayment of principal of, the Class A 

Notes; (II) affect adversely the interests, rights or obligations of any Holder individually in 

comparison to any other Holder; (III) change any place of payment where, or the coin or 

currency in which, any Purchase Money Note is payable; (IV) amend or otherwise modify the 

definition of "Event of Default" as defined in the Purchase Money Notes; or (V) amend, waive or 

otherwise modify this Section 2.15; and 

(b) any amendment, waiver or other modification that would release the 

Purchase Money Notes Guarantor from all or any part ofits obligation to make each and every 

payment under tbe Purchase Money Notes Guaranty. 

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FDIC SFR 2010·2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
Section 2.16 Cancellation. Any Purchase Money Notes surrendered for payment, 

registration or transfer, exchange or redemption, or deemed lost or stolen, shall, if surrendered to 

any Person other than the Paying Agent, be delivered to the Paying Agent, shall be promptly 

canceled by it and may not be reissued or resold. No Purchase Money Notes shall be issued in 

lieu of or in exchange for any Purchase Money Note canceled as provided in this Section 2.16, 

except as expressly permitted by this Agreement. All cancelled Purchase Money Notes held by 

the Paying Agent shall be destroyed or held by the Paying Agent in accordance with its standard 

retention policy unless the Company shall direct that they be returned to it. 

Section 2.17 Section 3(c)(7) Procedures. 

(a) Depository Actions. The Company shall direct the Depository to take the 

following steps in connection with the Rule 144A Global Notes: 

(i) The Company shall direct the Depository to include the "3c7'' 

marker in the Depository 20-character security descriptor and the 48-character additional 

descriptor for the Rule 144A Global Notes in order to indicate that sales are limited to Persons 

that are both Qualified Institutional Buyers and Qualified Purchasers. 

(ii) The Company shall direct the Depository to cause each physical 

Depository deliver order ticket delivered by the Depository to purchasers to contain the 

Depository 20-character security descriptor and shall direct the Depository to cause each 

Depository deliver order ticket delivered by the Depository to purchasers in electronic form to 

contain the "3c7" indicator and a related user manual for participants, which shall contain a 

description of the relevant restrictions. 

(iii) The Company shall instruct the Depository to send a notice 

substantially in the form attached as Exhibit 0 hereto to all Depository participants in connection 

with the offering of the Rule 144A Global Notes. 

(iv) The Company shall advise the Depository that it is a Section 

3(c)(7) issuer and shall request the Depository to include the Rule 144A Global Notes in the 

Depository's "Reference Directory" of Section 3(c )(7) offerings. 

(v) The Company from time to time shall (upon the request of the 

Paying Agent or the Purchase Money Note Registrar) request the Depository to deliver to the 

Company a list of all Depository participants holding an interest in the Rule 144A Global Notes. 

(b) Bloomberg Screens, Etc. The Company from time to time shall request all 

third-party vendors to include on screens maintained by such vendors appropriate legends 

regarding Rule 144A and Section 3(c)(7) restrictions on the Rule 144A Global Notes. Without 

limiting the foregoing, the Company shall request Bloomberg, L.P. to include the following on 

each Bloomberg screen containing information about the Rule 144A Global Notes: 

(i) "Security Description" page I describing the security states: "144A/3c7 

"ok"; Reg S/3c7 "ok"; 144A/DTC Book Entry; RegS/Certificated"; 

23 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
(ii) "Security Description" page I states: "See Page 3 for Comments" 

(iii) "Security Description" page 3 states: "RESTRICTIONS: These securities 

are being offered under the Securities Act only (a) in book-entry and certificated form to 

"qualified institutional buyers" under Rule 144A and (b) in certificated form to non-U.S. Persons 

in offshore transactions under Regulation S, where (a) and (b) are also "qualified purchasers" 

within the meaning of Section 3(c)(7) ofthe U.S. Investment Company Act." 

Notwithstanding the foregoing, in the event that Bloomberg is not able to include the 

language contained in subsections (b )(i) and (b)(ii) above, the purchaser will ensure as of the 

Closing Date that "Security Description" page 3 states: "144A/3c7 "ok"; Reg S/3c7 "ok"; 

144A/DTC Book Entry; Reg S/Certificated" in addition to the language in subsection (b)(iii) 

above. 

(c) CUSIP. The Company shall cause each "CUSIP" number obtained for the 

Rule 144A Global Notes to have an attached "fixed field" that contains "3c7" and "144A" 

indicators. 

ARTICLE III 

ACCOUNTS 

Section 3.1 Collection Account. On the date hereof, the Company shall establish the 

Collection Account with the Paying Agent. 

(a) The Receiver shall transfer all Mortgage Loan Proceeds (i) it receives during the 

Interim Servicing Period with respect to any Group ofMortgage Loans for which the Servicing 

Transfer Date has not occurred, net of any Servicing Expenses and Pre-Approved Charges then 

due and payable to the Receiver, no later than two (2) Business Days, prior to the applicable 

Distribution Date to the Paying Agent for deposit into the Collection Account and (ii) it receives 

after the Interim Servicing Period with respect to any Group of Mortgage Loans for which the 

Servicing Transfer Date has occurred promptly following receipt to the Paying Agent for deposit 

into the Collection Account. 

(b) For all Mortgage Loan Proceeds with respect to any Group ofMortgage Loans 

received by or on behalf ofthe Company after the Interim Servicing Period and for which the 

Servicing Transfer Date has occurred, the Company shall transfer, or cause the Servicer or 

Subservicer to transfer, all Mortgage Loan Proceeds within two (2) Business Days of receipt of 

such funds to the Paying Agent for deposit into the Collection Account. No funds from any 

other source (other than Mortgage Loan Proceeds, interest or earnings on the Mortgage Loan 

Proceeds, funds transferred from the Liquidity Account pursuant to Section 3.7, and funds 

advanced by the Manager as Excess Liquidity Advances pursuant to the LLC Operating 

Agreement and Section 3.8) shall be commingled in the Collection Account. Not later than 

12:00 p.m. New York time on the Business Day preceding each Distribution Date, the Paying 

Agent shall distribute amounts on deposit in the Collection Account (including interest and 

earnings thereon) as follows: 

24 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool No~. 24020 and 24021 

NY2 2053687.3 
(i) first, to the payment of the then-outstanding amount of Servicing 

Expenses and Pre-Approved Charges either then due and payable or subject to reimbursement; 

(ii) second, to fund any Funding Draws permitted pursuant to any 

Mortgage Loan Document; 

(iii) third, to the Liquidity Account, to fund the Liquidity Account to 

the Liquidity Account Target; 

(iv) fourth, to reimburse the Private Owner for any unreimbursed 

Excess Liquidity Advances made prior to the most recent Distribution Date; and 

(v) fifth, the remaining balance, ifany, to be transferred to the 

Distribution Account. 

(c) At any time during the Interim Servicing Period, the Initial Member is authorized 

to request the withdrawal of funds from the Collection Account to pay Servicing Expenses and 

Pre-Approved Charges and to fund any Funding Draws. The Manager will have authority to 

request the withdrawal of funds from the Collection Account at any time to pay Servicing 

Expenses and Pre-Approved Charges and to fund any Funding Draws, all in accordance with the 

terms of this Agreement and the Related Agreements. If the Receiver, the Company, the 

Servicer or any Subservicer at any time erroneously deposits any amount into the Collection 

Account, the Manager will have authority to request the withdrawal of such amount and instruct 

the Paying Agent to pay such amount to the Receiver, the Company, the Servicer or any 

Subservicer, as applicable. The Company shall instruct the Paying Agent with respect to any 

amounts to be deposited into the Liquidity Account to satisfy the Liquidity Account Target. The 

Initial Member, the Manager and the Company shall provide such requests to the Paying Agent 

in accordance with Section 18.1. 

(d) Upon instruction, the Paying Agent shall be authorized and directed to withdraw 

funds from the Collection Account only to make payments pursuant to Section 3.1(b) and to 

transfer funds to the Distribution Account pursuant to Section 3.2 and not for any other purpose. 

The Collection Account (and all funds therein) shall be subject to (i) the security interest granted 

to the Collateral Agent under the Reimbursement and Security Agreement and (ii) the Collateral 

Accounts Control Agreement. 

Section 3.2 Distribution Account. On the date hereof, the Company shall establish the 

Distribution Account with the Paying Agent. The Paying Agent shall transfer from the 

Collection Account to the Distribution Account, for application pursuant to Section 5.1, not later 

than 12:00 p.m. New York time on the Business Day immediately preceding each Distribution 

Date, all amounts remaining in the Collection Account after application of the funds therein in 

accordance with Section 3.1(b). No funds from any other source shall be commingled in the 

Distribution Account. Amounts on deposit in (or that are required to have been deposited into) 

the Distribution Account (including interest and earnings thereon) shall be allocated and may be 

withdrawn and disbursed only in accordance with the provisions of Section 5.1. The Paying 

Agent shall be authorized and directed to withdraw funds from the Distribution Account only to 

25 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
make disbursements in accordance with this Agreement and not for any other purpose. The 

Distribution Account (and all funds therein) shall be subject to (i) the security interest granted to 

the Collateral Agent under the Reimbursement and Security Agreement and (ii) the Collateral 

Accounts Control Agreement. 

Section 3.3 [Intentionally Omitted] 

Section 3.4 Interest Reserve Account 

(a) On the Closing Date, the Company shall establish the Interest Reserve Account 

with the Paying Agent for the purpose of making interest payments on the Purchase Money 

Notes, to the extent there are insufficient funds in the Distribution Account to make such 

payments on any Distribution Date, and to make Parity Payments to the Class A Noteholders at 

any time. To the extent there are insufficient funds in the Distribution Account to pay the full 

interest payment due to any Holders of any Purchase Money Note pursuant to Section 5.1 (b)(iii) 

on any Distribution Date, the Company shall instruct the Paying Agent to withdraw from the 

Interest Reserve Account an amount equal to the lesser of (i) the amount of such shortfall and (ii) 

the amount then on deposit in the Interest Reserve Account and pay such amount to such Holders 

on such Distribution Date in accordance with Section 5.l(b)(iii). To the extent the Principal 

Amount of the Class A Notes exceeds the Unpaid Principal Balance of the Mortgage Loans at 

any time, the Company shall instruct the Paying Agent to withdraw from the Interest Reserve 

Account an amount equal to the lesser of (i) the amount of such difference and (ii) the amount 

then on deposit in the Interest Reserve Account (after taking into account any withdrawal to be 

made on such date to pay interest on the Purchase Money Notes if such date is a Distribution 

Date, as set forth in the immediately preceding sentence) and pay such amount to the Class A 

Noteholders at such time. 

(b) The Interest Reserve Account shall be funded on the Closing Date pursuant to 

Section 5.5 of the LLC Operating Agreement. Thereafter, the Interest Reserve Account shall be 

replenished from funds in the Distribution Account in accordance with Section 5.1 (b)(iv) hereof. 

Earnings on investments (including any earned interest thereon) of funds on deposit in the 

Interest Reserve Account made pursuant to Section 4.1 shall be immediately deposited in the 

Interest Reserve Account. 

(c) Upon the earliest to occur of(i) the date on which the Principal Amount of the 

Class A Notes has been reduced to zero, (ii) the date on which the FDIC assigns its role as 

Purchase Money Notes Guarantor under the Purchase Money Notes Guaranty, in accordance 

with the terms thereof, notice of which shall be provided by the FDIC to the Paying Agent or (iii) 

the date ofthe Final Distribution, the Paying Agent shall allocate and distribute all remaining 

funds held in the Interest Reserve Account, first, to the Purchase Money Notes Guarantor for any 

unreimbursed Guaranty Payments and second, to the Initial Member for application pursuant to 

the LLC Operating Agreement. 

(d) No funds from any other source (other than interest and earnings on the funds 

on deposit in the Interest Reserve Account and funds deposited pursuant to Section 5.5 of the 

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FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
LLC Operating Agreement as described in Section 3.4(b) above) shall be deposited in the 

Interest Reserve Account. 

(e) The Interest Reserve Account (and all funds therein) shall be subject to (i) the 

security interest granted to the Collateral Agent under the Reimbursement and Security 

Agreement and (ii) the Collateral Accounts Control Agreement. 

Section 3.5 Special Reserve Account 

(a) On the Closing Date, the Company shall establish the Special Reserve Account 

with the Paying Agent for the purpose of holding the Required Special Reserve Amount in trust 

for the Initial Member, which may be released to the Initial Member pursuant to Section 5.3 of 

the LLC Operating Agreement. 

(b) The Special Reserve Account shall be funded on the Closing Date pursuant to 

Section 5.3 ofthe LLC Operating Agreement. Earnings on investments (including any earned 

interest thereon) offunds on deposit in the Special Reserve Account made pursuant to Section 

ti shall be immediately deposited in the Special Reserve Account. 

(c) Upon the earlier to occur of(i) the date on which the Principal Amount ofthe 

Class A Notes has been reduced to zero or (ii) the date ofthe Final Distribution, the Paying 

Agent shall allocate and distribute all remaining funds held in the Special Reserve Account to the 

Initial Member for application pursuant to the LLC Operating Agreement. 

(d) No funds from any other source (other than interest and earnings on the funds 

on deposit in the Special Reserve Account and funds deposited pursuant to Section 5.3 ofthe 

LLC Operating Agreement as described in Section 3.5(b) above) shall be deposited in the 

Special Reserve Account. The Paying Agent shall withdraw funds from the Special Reserve 

Account only upon (i) receipt of a written certification from the Initial Member stating that there 

has been an Event of Default under the LLC Operating Agreement or (ii) the payment in full of 

the Class A Notes or the winding up ofthe Company for delivery to the Initial Member. The 

Special Reserve Account (and all funds therein) shall be subject to (i) the security interest 

granted to the Initial Member pursuant to the LLC Operating Agreement and (ii) the Special 

Reserve Account Control Agreement. 

Section 3.6 [Intentionally Omitted] 

Section 3.7 Liquidity Account 

(a) On the date hereof, the Company shall establish the Liquidity Account with the 

Paying Agent for the purpose of: 

(i) paying the Operating Expenses to the extent there are insufficient 

funds in the Collection Account with which to pay the outstanding amount ofthe Operating 

Expenses due and payable at any time, in which case the Company shall instruct the Paying 

Agent to withdraw funds on deposit in the Liquidity Account, in an amount equal to such 

shortfall and deposit such amount into the Collection Account; and 

27 

FDIC SFR 2010·2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
(ii) funding all Funding Draws as permitted pursuant to the applicable 

Mortgage Loan Documents, in which case the Company, in the exercise of its reasonable 

discretion, may instruct the Paying Agent to release some or all ofthe funds from the Liquidity 

Account and allocate and distribute such released funds to the Company for the funding ofsuch 

Funding Draws. 

(b) The Liquidity Account shall be funded on the Closing Date pursuant to Section 

12.11 of the LLC Operating Agreement in an amount equal to the product of(i) 0.25% 

multiplied by (ii) the Unpaid Principal Balance ofthe Mortgage Loans as ofthe Cut-off Date. 

Thereafter, the Liquidity Account shall be replenished from funds on deposit in the Collection 

Account in accordance with Section 3. ](b)(ii). Earnings on investments (including any earned 

interest thereon) of funds on deposit in the Liquidity Account made pursuant to Section 4.1 shall 

be immediately deposited in the Liquidity Account. 

(c) After all distributions have been made in accordance with Section 3.1(b) hereof 

and pursuant to instructions received from the Company, the Paying Agent shall allocate to the 

Collection Account any funds on deposit in the Liquidity Account that exceed the Liquidity 

Account Target for application in accordance with Section 3.1 of this Agreement. 

(d) At the time ofthe Final Distribution, the Paying Agent shall allocate and 

distribute all remaining funds held in the Liquidity Account to the Distribution Account and 

made available for distribution in accordance with the Priority ofPayments pursuant to Section 

iJ. ofthis Agreement and the LLC Operating Agreement. 

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

on deposit in the Liquidity Account and funds deposited pursuant to Section 12.11 ofthe LLC 

Operating Agreement as described in Section 3.7(b) above) shall be deposited in the Liquidity 

Account. The Paying Agent shall withdraw funds from the Liquidity Account only to make 

distributions in accordance with this Agreement and for no other purpose. The Liquidity 

Account (and all funds therein) shall be subject to (i) the security interest granted to the 

Collateral Agent under the Reimbursement and Security Agreement and (ii) to the Collateral 

Accounts Control Agreement. 

Section 3.8 Excess Liguiditv Advances. The Manager shall make Excess Liquidity 

Advances to the Paying Agent for deposit into the Collection Account from its own funds in 

accordance with the terms described in Section 5.4 of the LLC Operating Agreement and to the 

extent that there are insufficient funds in the Collection Account and the Liquidity Account with 

which to pay, in full, Operating Expenses then due and payable. The Manager shall deposit any 

Excess Liquidity Advances into the Collection Account from which the funds will be available to 

pay such Operating Expenses. 

28 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
ARTICLE IV 


ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS 


Section 4.1 Investment of Funds in Accounts. 

(a) (i) The Purchase Money Notes Guarantor, as long as any Purchase Money 

Note is outstanding, and thereafter, the Company shall at all times direct the Paying Agent to, 

and, upon receipt of such investment direction, the Paying Agent shall, invest, amounts on 

deposit and retained in the Collection Account, the Liquidity Account and the Interest Reserve 

Account, as so directed in Permitted Investments. If the Company or the Purchase Money Notes 

Guarantor, as applicable, does not provide the Paying Agent with investment directions pursuant 

to this Section 4.1, the balance standing to the credit ofthe Collection Account, the Liquidity 

Account or the Interest Reserve Account, as applicable, will remain uninvested with no liability 

for interest thereon. Funds in the Distribution Account may be invested by the Paying Agent in 

Permitted Investments as directed in writing by the Purchase Money Notes Guarantor and the 

Paying Agent shall redeem such funds on each Distribution Date. 

(ii) The Initial Member may direct the Paying Agent to, and, upon 

receipt of such investment direction, the Paying Agent shall, invest amounts received and 

retained in the Special Reserve Account, as so directed in Permitted Investments. If the Initial 

Member does not provide the Paying Agent with investment directions, the balance standing to 

the credit of the Special Reserve Account will remain uninvested with no liability for interest 

thereon 

(iii) 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 hereofto make a transfer of funds among the Collection Account, the Liquidity 

Account, the Distribution Account, the Interest Reserve Account and the Special Reserve 

Account (collectively, the "Accounts"), after application of all other available funds, the Paying 

Agent shall 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 hereof to make a transfer of funds from the 

Accounts (unless such transfer is between Accounts), if, after application of all other available 

funds, liquidation of a Permitted Investment is nece-ssary 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 shall be liquidated, and the proceeds of such 

liquidation shall be allocated to the Accounts involved in the same proportion as the allocation of 

such Permitted Investment, except that the net costs and expenses, ifany, of such liquidation 

(including any loss of principal) shall be allocated entirely to the Account from which the 

transfer of funds was required to be made. The Paying Agent shall liquidate all those Permitted 

Investments that can be liquidated without interest cost or penalty before it shall liquidate any 

29 

FDIC SFR 20/0-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 


NY2 2053687.3 

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

Paying Agent shall 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 shall have no liability with respect to Pennitted 

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

Initial Member, or the Purchase Money Notes Guarantor, as applicable, pursuant to this 

Agreement. 

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

funds therein or balances thereof shall include the investments in which such moneys are 

invested. 

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

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

Affiliates shall have a duty to monitor the investment rating of any such Pennitted 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 II :00 a.m. New York time on the day of 

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

treated as if received on the following Business Day in New York. Subject to Section 4.l(b) 

above, the Paying Agent will have the power to sell or liquidate Pennitted Investments whenever 

the Paying Agent will be required to make a transfer pursuant to the tenns hereof. 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 tenns of this Agreement. 

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

Account or on any investment thereof, shall be credited to and deposited in such Account and 

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

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 shall notify the 

Company, the Purchase Money Notes Guarantor and the Collateral Agent of such event and shall 

request instructions as to the Account into which such amount should be credited. The Paying 

Agent shall credit such amount to the Collection Account until such time as it receives 

instructions from the Company (with the written consent of the Purchase Money Notes 

Guarantor and the Collateral Agent) stating that such amount should be credited to another 

Account in accordance with this Agreement, in which case it shall credit such amount, if still 

available, to the Account designated by the Company (with the written consent of the Purchase 

Money Notes Guarantor and the Collateral Agent). 

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

by the Paying Agent from the Distribution Account in accordance herewith shall be paid by the 

Paying Agent 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 

30 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
shall be made to such account(s) as shall be designated in writing by the Company in accordance 

with the Distribution Date Report and this Agreement. 

ARTICLEV 


DISTRIBUTIONS 


Section 5.1 Priority of Payments. 

(a) Notwithstanding any other provision in this Agreement, on or before each 

Distribution Date, the Paying Agent shall distribute amounts transferred to the Distribution 

Account from the Collection Account pursuant to Section 3.2 for application by the Paying 

Agent in accordance with the priorities set forth in Section 5. !(b) below (the "Priority of 

Payments") and pursuant to the Distribution Date instructions contained in the Distribution Date 

Report delivered pursuant to Section 11.3. 

(b) On each Distribution Date, the Paying Agent shall distribute all amounts 

on deposit in the Distribution Account in the following order of priority: 

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

Period, with respect to each Group of Mortgage Loans for which the Initial Member provides 

interim servicing, to pay to (I) the Initial Member the Interim Servicing Fee, and (2) the 

Manager, an amount equal to the Management Fee less the Interim Servicing Fee (the "Interim 

Management Fee"), and (B) for each Due Period following the Interim Servicing Period, with 

respect to each Mortgage Loan, to pay to the Manager an amount equal to the Management Fee; 

(iii) third, including any amounts withdrawn from the Interest Reserve 

Account pursuant to Section 3.4(a),pro rata, based on their respective Note Interest Rates, (i) to 

the Class A Noteholders, the Class A Accrued Note Interest and (ii) to the Class A-IO 

Noteholders, the Class A-IO Accrued Note Interest, together up to the Maximum Note Accrued 

Interest; 

(iv) fourth, as long as any Purchase Money Note remains outstanding, 

to the Interest Reserve Account, the Interest Reserve Account Deposit Amount, if any; 

(v) fifth, to the Class A Noteholders, in payment of principal until the 

Principal Amount of the Class A Notes has been reduced to zero; 

(vi) sixth, to pay any reimbursement amounts, together with any 

accrued interest thereon at the Maximum Note Interest Rate, due and payable as of the 

Determination Date for the applicable Due Period to the Purchase Money Notes Guarantor 

pursuant to the Reimbursement and Security Agreement for previous payments made by it under 

the Purchase Money Notes Guaranty; and 

31 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
(vii) seventh, any amount remaining to the Initial Member and the 

Private Owner, pro rata based on their respective Percentage Interests. 

Section 5.2 Notices of Payment Failure. 

(a) The Paying Agent shall deliver prompt written notice to the Company, the 

Purchase Money Notes Guarantor and the Collateral Agent in the event that it fails to receive in 

full on the related Distribution Date (based on the applicable Distribution Report) the amount 

required to be paid by the Company pursuant to Sections 5.l(b)(i) through (vi), which notice 

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

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

payment, the amount ofsuch partial payment. 

(b) If the Paying Agent has actual knowledge of any actual or potential 

payment failure by the Company to pay the full amounts required to be paid pursuant to Sections 

5.I(b)(i) through (vi) in advance of the related Distribution Date, it will deliver written notice 

thereof to the Company, the Purchase Money Notes Guarantor and the Collateral Agent as soon 

as practicable in accordance with the previous sentence. Upon the Paying Agent's receipt from 

the Collateral Agent or the Purchase Money Notes Guarantor of written notice at its Office that 

an Event of Default under the Reimbursement and Security Agreement (and as defined therein) 

has occurred, or to the extent it has actual knowledge of the occurrence of such an Event of 

Default, the Paying Agent shall deliver prompt written notice to the Holders ofthe occurrence of 

such Event of Default. 

(c) Ifthe Paying Agent receives notice from the Holders of any Class of 

Purchase Money Notes that such Class of Purchase Money Notes has been declared immediately 

due and payable in accordance with the terms ofsuch Class ofPurchase Money Notes no later 

than four (4) Business Days prior to a Distribution Date, the Paying Agent shall determine the 

amount payable by the Purchase Money Notes Guarantor under the Purchase Money Notes 

Guaranty (based on the related Distribution Date Report) and shall make a demand therefor no 

later than four (4) Business Days prior to such Distribution Date to the Purchase Money Notes 

Guarantor on behalf ofthe applicable Holders in accordance with Section 17.I of the Purchase 

Money Notes Guaranty. 

(d) Ifthe Paying Agent receives any such notice from the Holders later than 

four ( 4) Business Days prior to a Distribution Date, the Paying Agent shall determine the amount 

payable by the Purchase Money Notes Guarantor under the Purchase Money Notes Guaranty 

(based on the Distribution Date Report for the immediately succeeding Distribution Date) and 

shall make a demand therefor no later than four (4) Business Days prior to the immediately 

succeeding Distribution Date to the Purchase Money Notes Guarantor on behalf ofthe applicable 

Holders in accordance with Section 17.1 of the Purchase Money Notes Guaranty. 

32 

FDIC SFR 2010·2 

CUstodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
ARTICLE VI 


CUSTODIAL DOCUMENTS 


Section 6.1 Delivery of Custodial Docwnents. 

(a) Delivery. As soon as practical after the date hereof, the Company shall 

deliver or cause to be delivered the Custodial Docwnents to the Custodian at the office of the 

Custodian at Citibank, N.A., Docwnent Custodian, 5280 Corporate Drive, Frederick, Maryland 

21703(the "Office"). 

(b) Collateral Certificate: Exceptions. The Custodian shall make available 

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

circumstances, to the Company (and representatives of the Company and, if the Company so 

determines, the Receiver) an office space at the Office that is sufficient to accommodate up to six 

(6) people to review the Custodial Docwnents with representatives of the Custodian for a period 

of not more than ten (I 0) days prior to the delivery of possession of the same to the Custodian. 

Within forty-five (45) days after delivery of the Custodial Documents to the Custodian, the 

Custodian shall execute and deliver to the Company, the Purchase Money Notes Guarantor and 

the Collateral Agent a certificate, substantially in the form annexed hereto as Exhibit E, to the 

effect that the Custodian has received and reviewed the Custodial Docwnents and including a 

Mortgage Loan Schedule and Exception List ("Collateral Certificate"). In reviewing the 

documents provided with respect to a Mortgage Loan, the Custodian shall examine the same in 

accordance with the procedures set forth on Exhibit F hereto and determine, with respect to each 

such docwnent, whether it (i) appears regular on its face (i.e., is not mutilated, damaged, tom, 

defaced or otherwise physically altered), (ii) relates to such Mortgage Loan, (iii) appears to have 

been executed by the named parties thereon, (iv) where applicable, purports to be recorded, and 

(v) appears to be what it purports to be. 

(c) Custodial Docwnents. For each Mortgage Loan and Acquired Property, to 

the extent applicable and available, the Custodial Documents shall include the following: 

(i) the original Note bearing all intervening endorsements and 

endorsed "Pay to the order of2010-2 SFR Venture, LLC, without recourse" and signed in the 

name of the Federal Deposit Insurance Corporation as Receiver, and an allonge providing for the 

endorsement of the Note and endorsed "Pay to the order of , without recourse" 

and signed by the Company as the last endorsee; and in the event that the original Note is not 

available, a fully executed Assignment and Lost Instrument Affidavit (as such term is defined in 

the Contribution Agreement); 

(ii) the original Mortgage with evidence of recording (or a copy 

showing evidence of recording) thereon, or 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; 

33 

FDIC SFR 20/0-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24Cl20 and 24021 

NY2 2053687.3 
(iii) the originals ofall assumption, modification, consolidation or 

extension agreements (if any) with evidence of recording (or a copy showing evidence of 

recording) thereon, or 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 ofthe related Borrower, title company, escrow agent or closing 

attorney certifying that such represents a true and correct copy ofthe original and that such 

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

(iv) Acquired Property Files (to the extent specifically identified on the 

Mortgage Loan Schedule or otherwise indicated in writing to the Custodian); 

(v) except in the case of any MERS Designated Mortgage Loan, the 

original unrecorded Mortgage Assignment in blank for each Mortgage Loan, in form and 

substance acceptable for recording and signed in the name of the Federal Deposit Insurance 

Corporation as Receiver for various failed financial institutions to the Company; 

(vi) except in the case of any MERS Designated Mortgage Loan, the 

original unrecorded Mortgage Assignment in blank for each Mortgage Loan, in form and 

substance acceptable for recording and signed in the name ofthe Company to the Collateral 

Agent; 

(vii) except in the case of any MERS Designated Mortgage Loan, the 

originals of all intervening Mortgage Assignments (if any) with evidence ofrecording (or a copy 

showing evidence of recording) thereon, or certified copies thereof from the applicable 

Recording Office, or copies thereoftogether 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; 

(viii) the original attorney's opinion oftitle and abstract oftitle or the 

original mortgage title insurance policy (or copy thereof) or, if the original or copy of mortgage 

title insurance policy has not been issued, the irrevocable commitment to issue the same; 

(ix) the originals of all Underlying Collateral Documents executed in 

connection with the Mortgage Loan, if available; 

(x) Uniform Commercial Code financing statements with recording 

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

Mortgage Loan under the Uniform Commercial Code; 

(xi) if the equity interests ofany Ownership Entity are certificated, the 

certificate representing such equity interest (to the extent specifically identified on the Mortgage 

Loan Schedule or otherwise indicated in writing to the Custodian); 

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

Documents held by the bailee; and 

34 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 


NY2 2053687.3 

(xiii) solely with respect to each MERS Designated Mortgage Loan, a 

MERS Report. 

(d) Supplemental Deliveries. The Company agrees that it shall deliver or 

cause to be delivered to the Custodian (i) any and all additional Custodial Documents with 

respect to a Mortgage Loan that is not Acquired Property within ten (10) days following the 

execution and delivery of any such instrument and (ii) any and all Custodial Documents with 

respect to any Acquired Property within ten (10) days following receipt of any such instrument. 

All such deliveries of Custodial Documents pursuant to this Section 6.1 (d) shall be accompanied 

by a certificate in the form of Exhibit G (a "Supplemental Delivery Certificate"), prepared by 

an Authorized Representative ofthe Company, itemizing the Custodial Documents being 

delivered to the Custodian in such delivery and identifying the Mortgage Loan or Acquired 

Property with respect to which each such Custodial Document relates. After the receipt thereof, 

the Custodian shall (A) examine the additional Custodial Documents provided with respect to a 

Mortgage Loan or Acquired Property in accordance with the review procedures set forth on 

Exhibit F (the "Review Procedures") and, determine, with respect to each such document, 

whether it (i) appears regular on its face (i.e., is not mutilated, damaged, tom, defaced or 

otherwise physically altered), (ii) relates to such Mortgage Loan or Acquired Property, (iii) 

appears to have been executed by the named parties thereon, (iv) where applicable, purports to 

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

Documents with respect to a Mortgage Loan or Acquired Property are placed in the file for the 

related Mortgage Loan. In the event the Custodian determines that the Supplemental Delivery 

Certificate is inaccurate, the Custodian shall so notify the Company in writing no later than the 

first Business Day following its receipt of the Supplemental Delivery Certificate. Within twenty 

(20) Business Days after the receipt ofthe additional Custodial Documents by the Custodian, the 

Custodian shall provide the Company (with a copy to the Purchase Money Notes Guarantor and 

the Collateral Agent) with a Collateral Certificate, to the effect that the Custodian has received 

and reviewed the additional Underlying Collateral Documents, and include a revised Mortgage 

Loan Schedule and Exception List. 

(e) Mortgage Loan Schedules and Exception Lists; Review Procedures. Each 

Mortgage Loan Schedule and Exception List shall list all Exceptions using such codes as shall be 

in form and substance agreed to by the Custodian and the Company. Each Mortgage Loan 

Schedule and Exception List delivered by the Custodian to the Company shall supersede and 

cancel the Mortgage Loan Schedule and Exception List previously delivered by the Custodian to 

the Company hereunder, and shall replace the then existing Mortgage Loan Schedule and 

Exception List to be attached to the Collateral Certificate. Notwithstanding anything to the 

contrary set forth herein, in the event that the Mortgage Loan Schedule and Exception List 

attached to the Collateral Certificate is different from the most recently delivered Mortgage Loan 

Schedule and Exception List, then the most recently delivered Mortgage Loan Schedule and 

Exception List shall control and be binding upon the parties hereto. The delivery ofeach 

Mortgage Loan Schedule and Exception List to the Company shall constitute the Custodian's 

representation that, other than the Exceptions listed as part of the last delivered Mortgage Loan 

Schedule and Exception List: (i) all documents required to be delivered in respect of a Mortgage 

Loan or Acquired Property pursuant to Section 6.1(c) of this Agreement have been delivered and 

are in the possession ofthe Custodian as part of the Custodial Documents, (ii) all such 

35 

FDIC SFR 20/0-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
documents have been reviewed and examined by the Custodian in accordance with the review 

procedures specified on Exhibit F and in this Agreement and appear on their face to be regular 

and to relate to such Mortgage Loan or Acquired Property and to satisfy (except in the case of a 

MERS Designated Mortgage Loan) the requirements set forth in Section 6.1Cc) of this 

Agreement, (iii) subject to the provisions of Section 7.2(b). each Mortgage Loan (except in the 

case of a MERS Designated Mortgage Loan) or Acquired Property identified on such Mortgage 

Loan Schedule and Exception List is being held by the Custodian as the bailee for the Company 

and (iv) subject to the provisions of Section 7.2(b), each MERS Designated Mortgage Loan is 

being held by MERS® as the nominee for the Company. In connection with a Mortgage Loan 

Schedule and Exception List delivered hereunder by the Custodian, the Custodian shall make no 

representations as to and shall not be responsible for verifying, except as set forth in Section 

hlfhl of this Agreement, (A) the validity, legality, enforceability, due authorization, 

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

collectability, insurability, effectiveness or suitability of any such Mortgage Loan or Acquired 

Property. 

Section 6.2 Examination of Custodian Files; Copies. 

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

Collateral Agent and the Purchase Money Notes Guarantor and their respective agents, 

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

Collateral Agent or the Purchase Money Notes Guarantor, as applicable, in writing as authorized 

to access and review the Custodial Documents, shall be permitted during normal business hours 

to examine the Custodial Documents. 

(b) Upon the request of the Company, the Collateral Agent or the Purchase 

Money Notes Guarantor, and at the cost and expense of the requesting party, the Custodian shall 

provide copies of any requested Custodial Documents; provided, however, the requesting party 

shall 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 hereunder, the Company shall 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 ofsuch Custodial Documents. The Company shall 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 will 

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 shall 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 shall be 

authorized and shall be indemnified as provided herein to utilize a nationally recognized courier 

service. 

36 

FDIC SFR 2010-2 

CustodiaJ and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
ARTICLE VII 


CUSTODIAN 


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

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

the Bank hereby accepts such appointment as 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. Subject to the provisions of Section 7.2(b), the 

Custodian shall (i) hold and maintain continuous custody ofall Custodial Documents received by 

it in trust for and for the benefit of the Company in secure and fire resistant facilities, (ii) act with 

the 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, 

in accordance with customary standards for such custody, (iii) reflect in its records the interest of 

the Company therein, (iv) make disposition of the Custodial Documents only in accordance with 

the provisions ofthis Agreement, and (v) subject to the provisions of Section 7.2Cb), 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. 

(b) Pledge of Mortgage Loans to the Collateral Agent. Pursuant to the terms 

and conditions of the Reimbursement and Security Agreement, the Company has pledged all of 

its rights, title and interest in and to the Mortgage Loans, the Acquired Property and the 

Custodial Documents to the Collateral Agent for the benefit of the Purchase Money Notes 

Guarantor and the other Secured Parties (as defined in the Reimbursement and Security 

Agreement) as security for certain obligations of the Company under the Purchase Money Notes 

Guaranty. Accordingly, notwithstanding anything to the contrary contained in this Agreement, 

the Custodian acknowledges and agrees that it holds possession of the Notes and the other 

Custodial Documents for the Collateral Agent's benefit pursuant to Section 9-313(c) of the 

Uniform Commercial Code, and the Custodian shall mark its records to reflect the pledge of the 

Mortgage Loans, the Acquired Property and the Custodial Documents by the Company to the 

Collateral Agent. The Custodian's records shall reflect the pledge of the Mortgage Loans, the 

Acquired Property and the Custodial Documents by the Company to the Collateral Agent until 

such time as the Custodian receives written instructions in the form of Exhibit H from the 

Company, including a certification that it is entitled pursuant to the Reimbursement and Security 

Agreement to request the release of the Custodial Documents being requested for release and that 

the Mortgage Loans and the Acquired Property are no longer pledged by the Company to the 

Collateral Agent, at which time the Custodian shall change its records to reflect the release of the 

pledge of the Mortgage Loans, the Acquired Property and the Custodial Documents and that the 

Custodian is holding the Mortgage Loans, the Acquired Property and the Custodial Documents 

as custodian for, and for the benefit of, the Company; provided, however, that, subject to the 

provisions of Section 7.2(d), such pledge shall not affect the right of the Custodian to rely on 

instructions from the Company hereunder. The Custodian shall (i) make a written request for the 

return of all Custodial Documents that are removed from the Custodian's possession within 

fifteen (15) days after their removal (if the same are not returned before such time) and 

37 

FDIC SFR 2010·2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687 J 
thereafter, continue to use commercially reasonable efforts to obtain the return of such removed 

Custodial Documents until such time as such Custodial Documents are returned and (ii) provide 

on a monthly basis to the Purchase Money Notes Guarantor, the Collateral Agent and the 

Company an aging report identifying the released (and unreturned) Custodial Documents. 

(c) Qualification To Conduct Business. Nothing contained in this Agreement 

shall 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) Events of Default Under the Reimbursement and Securitv Agreement. 

Upon the Custodian's receipt from the Collateral Agent or the Purchase Money Notes Guarantor 

of written notice at its Office that an Event of Default under the Reimbursement and Security 

Agreement (and as defined therein) has occurred and is continuing, or to the extent the Custodian 

has actual knowledge ofthe occurrence of such Event of Default, the Custodian promptly shall, 

notify the Collateral Agent in writing and seek instructions from (and take instructions only 

from) the Collateral Agent as to any action to be taken by the Custodian hereunder. 

(e) Third Partv Demands. In the event that (i) the Company or the Custodian 

shall be 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 shall institute any court proceeding by which any 

Custodial Document shall be required to be delivered otherwise than in accordance with the 

provisions of this Agreement, the party receiving such service shall promptly 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 shall, to the extent permitted 

by Jaw, 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 shall 

release of such Custodial Documents as directed by the Company, which shall give a direction 

consistent with such court determination; provided that to the extent the directions provided by 

the Company directly contradict the final determination of such court, the Custodian shall act in 

accordance with the final determination of such court. 

(t) Release of Custodial Documents. Subject to the provisions of Section 

7.2(e). the Custodian shall retain the Custodial Documents in its possession and custody at all 

times during the term hereof unless any one of the following events has occurred: 

(i) If the Custodian has resigned or has been removed in accordance 

with the provisions of Section 9 .I, the Custodian shall deliver the Custodial Documents to the 

successor Custodian in accordance with Section 9.1. 

(ii) If the Custodian has received a notice in the form of Exhibit H 

from an Authorized Representative of the Company stating that the Company has received all 

38 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 20S3687.3 
amounts due under a Mortgage Loan, or a discounted payoff as payment in full of such Mortgage 

Loan, the Custodian shall 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 has received notice in the form of Exhibit H from 

an Authorized Representative of the Company that the Company, the Manager or the Servicer 

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 or for any other authorized servicing 

activity, the Custodian shall release the related Custodial Documents to the Company, the 

Manager or the Servicer, as applicable, in accordance with the instructions provided in such 

notice. 

(iv) If the Custodian has received notice in the form of Exhibit H from 

an Authorized Representative of the Company that the Company has agreed to sell a Mortgage 

Loan or the Underlying Collateral, the Custodian shall deliver the related Custodial Documents 

to the Company or to the Manager in accordance with the instructions provided in such notice. 

(g) [Intentionally Omitted]. 

(h) No Other Duties. The Custodian shall have no duties or responsibilities as 

Custodian except those that are specifically set forth herein and shall not be liable except for the 

performance of such duties and obligations. No implied covenants or obligations shall be read 

into this Agreement. 

(i) No Investigation. The Custodian shall 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. 

(j) Cooperation. The Company shall cooperate and use commercially 

reasonable efforts to provide any additional documentation or information reasonably requested 

by the Custodian in performing its duties and obligations hereunder. 

(k) Survival. The provisions of this Section 7.2 shall survive the resignation 

or removal ofthe Custodian and Paying Agent and the termination ofthis Agreement. 

ARTICLE VIII 


FEES AND EXPENSES 


Section 8.1 Fees and Exoenses. The Bank shall charge such fees for its services and 

be reimbursed for such ofits expenses under this Agreement as are set forth on Exhibit J, which 

fees and expenses must be reasonable and customary. The Company shall pay such fees and 

expenses including, without limitation, the reasonable and customary attorneys' fees ofthe Bank. 

The provisions of this Section 8.1 shall survive any resignation or removal of the Bank as 

Custodian or Paying Agent or the tennination or assignment of this Agreement. 

39 

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Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
ARTICLE IX 


REMOVAL OR RESIGNATION 


Section 9.1 Removal or Resignation of Custodian and Paying Agent. 

(a) Resignation. Subject to the provisions of Section 9.1Cc), the Bank may at 

any time resign and terminate its obligations as Custodian and Paying Agent under this 

Agreement upon at least sixty (60) days' prior written notice to the Company, the Purchase 

Money Notes Guarantor and the Collateral Agent. In the event the Bank resigns it must resign as 

both Custodian and Paying Agent. Promptly after receipt of notice of the Bank's resignation as 

Custodian and Paying Agent, subject to the provisions of the LLC Operating Agreement and the 

Reimbursement and Security Agreement as they relate to the Company, the Company shall 

appoint, by written instrument, a successor Custodian and Paying Agent. In the event that no 

successor shall have been appointed as Custodian and Paying Agent within such sixty (60) 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.)(c), the Company, the 

Collateral Agent or the Purchase Money Notes Guarantor may remove and discharge the Bank as 

Custodian and Paying Agent (or any successor custodian and paying agent thereafter appointed) 

without cause from the performance of its obligations under this Agreement upon at least thirty 

(30) days' prior written notice to the Bank. In the event the Bank is removed hereunder, it must 

be removed as both Custodian and Paying Agent. Promptly after the giving of notice of its 

removal as Custodian and Paying Agent to the Bank, subject to the provisions ofthe LLC 

Operating Agreement and the Reimbursement and Security Agreement as they relate to the 

Company, the Company shall appoint, by written instrument, a successor Custodian and Paying 

Agent. 

(c) Effectiveness. Upon appointment of a successor Custodian and Paying 

Agent, the successor Custodian and Paying Agent shall 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 shall become effective and the successor Custodian and Paying Agent, without any further 

act, deed or conveyance, shall become fully vested with all rights, powers, duties and obligations 

ofthe Custodian and the Paying Agent under this Agreement, as if originally named Custodian 

and Paying Agent hereunder. One original counterpart of such instrument shall be delivered to 

each of the Company, 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 Bank shall promptly transfer to the successor Custodian and 

Paying Agent, as directed, all Custodial Documents and funds deposited in the Accounts, and the 

Company and the Bank shall execute and deliver such instruments and do such other things as 

may reasonably be required for more fully and certainly vesting and confirming in the successor 

Custodian and Paying Agent all rights, powers, duties and obligations ofthe Bank as Custodian 

and Paying Agent under this Agreement. 

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Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 


NY2 2053687.3 

(e) Costs. The Company shall be responsible for payment to the successor 

Custodian and Paying Agent ofall 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. 

ARTICLE X 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

Section 10.1 Representations. Warranties and Covenants. The Bank as Custodian and 

Paying Agent and the Company, as applicable, represent and warrant to each other as follows: 

(a) 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; 

(b) 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 ofany governmental, regulatory or 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 the execution, delivery, 

performance, validity or enforceability of this Agreement by it; 

(c) 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); and 

(d) the Bank as Custodian and Paying Agent represents and warrants to the 

Company that the Bank (i) is a bank, trust company or title insurance company subject to 

supervision and examination by any federal or state regulatory authority, (ii) is experienced in 

providing services of the type required to be performed by the Bank as the Custodian and Paying 

Agent under this Agreement, (iii) is qualified and licensed to do business in each jurisdiction in 

which the Custodial Documents will be held to the extent required unless and to the extent the 

failure to be so qualified or licensed will not have a material adverse effect on the Custodian or 

its ability to perform its obligations hereunder, (iv) is not prohibited from exercising custodial 

powers in any jurisdiction in which the Custodial Documents are or will be held, (v) has 

combined capital and surplus of at least $50,000,000 as reported in its most recent report of 

condition, (vi) has the facilities to safeguard the funds deposited in the Accounts, the Mortgage 

Loan Documents and other Custodial Documents and (vii) is not an Affiliate ofthe Company or 

of any Servicer. 

Section I 0.2 Insurance. At its own expense, the Custodian and Paying Agent shall 

maintain at all times and keep in full force and effect (a) fire and other casualty insurance, (b) 

fidelity insurance, (c) theft ofdocuments insurance, (d) forgery insurance, and (e) errors and 

omissions insurance. All such insurance shall be in amounts, with standard coverage and subject 

41 

FDIC SFR 20/0-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
to deductibles, as are customary for insurance typically maintained by financial institutions 

which act as paying agent and as custodian ofcollateral substantially similar to the Custodial 

Documents. Upon written request, the Company shall be entitled to receive a certificate of the 

respective insurer that such insurance is in full force and effect. 

ARTICLE XI 


REPORTS 


Section I I .I Custodian and Paying Agent Report. 

(a) The Paying Agent shall cause to be furnished to the Private Owner, the 

Receiver, the Purchase Money Notes Guarantor and the Collateral Agent, no later than 12:00 

noon, New York City time, on each Distribution Date, a report for the applicable Due Period (the 

"Custodian and Paying Agent Report") with respect to the Mortgage Loans and Underlying 

Collateral (including the Accounts setting forth in reasonable detail the balances ofand any 

investments in such Accounts as of such date and all deposits to and disbursements, including of 

all Mortgage Loan Proceeds or the Management Fee from such Accounts, including the date on 

which made, since the date ofthe previous report) held by the Paying Agent pursuant to this 

Agreement and on such other information as may otherwise be agreed by the parties with respect 

to such Due Period, all as set forth on Exhibit K. The Paying Agent shall follow the procedures 

and perform the calculations and reconciliations required to prepare the Custodian and Paying 

Agent Report, in each case as set forth on Exhibit K. The Paying Agent shall also make such 

Custodian and Paying Agent Reports available to Note Owners each month via the Paying 

Agent's internet website. Access to all information on the Paying Agent's internet website will 

be restricted to Note Owners who provide the Paying Agent with a separate investor certification 

substantially in the form ofExhibit P attached hereto. 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) The Custodian and Paying Agent Report shall be based solely on 

information included in (i) the Manager's Monthly Report for the applicable Due Period and 

certified by an Authorized Representative ofthe Manager, (ii) the Distribution Date Report for 

the applicable Due Period, and (iii) the internal records of the Paying Agent relating to 

distributions from the Distribution Account. 

Section 11.2 Additional Reports. 

(a) Within two (2) Business Days after receipt of a written request of the 

Company, the Collateral Agent or the Purchase Money Notes Guarantor for a Custodial Report 

or an updated Mortgage Loan Schedule and Exception List, the Custodian and Paying Agent 

shall provide the requesting party with the Custodial Report or the updated Mortgage Loan 

Schedule and Exception List, as applicable. 

(b) The Custodian and Paying Agent shall provide any additional information 

or reports relating to the Accounts and the transactions therein reasonably requested from time to 

42 

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Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
time by the Company, the Collateral Agent or the Purchase Money Notes Guarantor in the case 

of any Account. 

Section 11.3 Company and Servicer Distribution Date Accounting. For each Due 

Period no later than five (5) Business Days prior to the Distribution Date, the Company shall 

prepare and deliver or cause the Manager to prepare and deliver to the Paying Agent, the Initial 

Member and the Purchase Money Notes Guarantor a report which shall specifY the amounts and 

recipients of all funds to be distributed by the Paying Agent on the relevant Distribution Date as 

determined as ofthe close of business on the applicable Determination Date and certified by an 

Authorized Representative (who shall be the chieffmancial officer (or an equivalent officer)) of 

the Company (the "Distribution Date Report"); provided, however, that (unless the Company 

and the Initial Member agree otherwise) the Initial Member will prepare and deliver to the 

Paying Agent and the Purchase Money Notes Guarantor the Distribution Date Report for all Due 

Periods ending on or before July 31,2010. The Distribution Date Report shall be a portion of the 

Monthly Report to be provided to the Paying Agent, the Initial Member and the Purchase Money 

Notes Guarantor in accordance with the LLC Operating Agreement. The Distribution Date 

Report shall contain the following information, in each case, with respect to the applicable Due 

Period: 

(a) the aggregate amount of Mortgage Loan Proceeds as of the close of 

business on such Determination Date, after giving effect to Mortgage Loan Proceeds received; 

(b) the amount ofMortgage Loan Proceeds received; 

(c) [Intentionally Omitted] 

(d) for the Collection Account: 

(i) the amount to be transferred from the Collection Account to the 

Distribution Account which shall equal the sum of: (A) all Mortgage Loan Proceeds received 

plus (B) funds transferred from the Liquidity Account plus (C) any Excess Liquidity Advances 

deposited in the Collection Account for the applicable Due Period less (D) the total amount of 

funds withdrawn from the Collection Account as permitted pursuant to Section 3.1 for the 

applicable Due Period; and 

(ii) the amounts payable pursuant to Section 5.l(b), specifically 

including: 

(A) The amount of fees and expenses, including any 

indemnification payments, payable to the Custodian and Paying Agent; 

(B) For any Due Period during the Interim Servicing Period, 

the amount of the Interim Service Fee payable to the Initial Member and the Interim 

Management Fee payable to the Manager; and for any Due Period thereafter, the amount ofthe 

Management Fee payable to the Manager; 

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FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 20536&7.3 
(C) The amount, ifany, to be withdrawn from the Interest 

Reserve Account and applied toward the payment of interest on the Purchase Money Notes 

pursuant to Section 3 .4(a); 

(D) The amount of interest to be paid to each ofthe Class A 

Noteholders and the Class A-10 Noteholders; 

(E) The Interest Reserve Account Deposit Amount, if any; 

(F) The amount payable to the Class A Noteholders, in 

payment ofprincipal on the Class A Note; 

(G) The reimbursement amounts and any accrued interest 

thereon payable to the Purchase Money Notes Guarantor for previous payments made by it under 

the Purchase Money Notes Guaranty; and 

(H) The amount payable as distributions to the Initial Member 

and to the Private Owner. 

Section 11.4 Distribution Date Instructions and Event of Default Instructions. Each 

Distribution Date Report shall contain instructions to the Paying Agent to withdraw on the 

related Distribution Date from the Distribution Account and pay or transfer the amounts set forth 

in such report in the manner specified, and in accordance with the priorities established, in 

Section 5.1 ofthis Agreement. 

Upon the acceleration of any Class of Purchase Money Notes following an Event of 

Default (as defined in the Purchase Money Notes), the Company shall deliver, or shall cause the 

Manager to deliver, to the Paying Agent written instructions to pay to the Holders of the 

applicable Class ofPurchase Money Notes all amounts due and payable on the applicable Class 

of Purchase Money Notes, first, from amounts on deposit in the Interest Reserve Account and 

second, from amounts on deposit in the Collection Account. 

Section 11.5 Books and Records. The Paying Agent shall maintain all such accounts, 

books and records as may be necessary to properly record all transactions carried out by it with 

respect to the Accounts, including the disbursement ofall Mortgage Loan Proceeds. The Paying 

Agent also shall maintain a complete and accurate set of files, books and records regarding the 

Mortgage Loans and the Underlying Collateral. This obligation to maintain a complete and 

accurate set of records shall encompass all files in the Custodian and Paying Agent's custody, 

possession or control pertaining to the Mortgage Loans and the Underlying Collateral, including 

all Custodial Documents. The Paying Agent shall permit the Company, the Purchase Money 

Notes Guarantor and the Collateral Agent to examine such accounts, books and records that 

relate to any Account, provided that any such examination shall occur upon reasonable prior 

notice and during normal business hours. 

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FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos, 24020 and 24021 

NY2 2053687.3 
ARTICLE XII 


NO ADVERSE INTERESTS 


Section 12.1 No Adverse Interests. By execution of this Agreement, the Bank 

represents and warrants that it currently holds, and during the term ofthis Agreement shall hold, 

no adverse interest, by way of security or otherwise, in any Mortgage Loan, and hereby waives 

and releases any such interest which it may have in any Mortgage Loan as ofthe date hereof. 

The Mortgage Loans shall not be subject to any security interest, lien or right to set-off by the 

Bank or any third party claiming through the Bank, and the Bank shall not pledge, encumber, 

hypothecate, transfer, dispose of, or otherwise grant any third party interest in, any of the 

Mortgage Loans. 

ARTICLE XIII 


LIABILITY AND INDEMNIFICATION 


Section 13.1 Liabilitv: Indemnification. 

(a) The Company shall indemnify and hold harmless the Custodian and 

Paying Agent and the directors, officers, agents and employees of the Custodian and Paying 

Agent against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 

suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable 

attorney's fees and litigation costs, that may be imposed on, incurred by, or asserted against 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 hereunder unless such liabilities, obligations, losses, damages, penalties, actions, 

judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted 

against the Custodian and Paying Agent because ofthe breach by the Custodian and Paying 

Agent of its obligations hereunder, 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 shall 

survive any resignation or removal of the Custodian and Paying Agent or the termination or 

assignment of this Agreement. 

(b) In the event that the Custodian fails to produce a Custodial Document that 

was not identified as an Exception in the then controlling Mortgage Loan Schedule and 

Exception List within two (2) 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 attached as 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 (3) Business Days, the Custodian promptly shall 

deliver to the Company upon request a Lost Instrument Affidavit in the form attached as Exhibit 

1 (unless the original Note shall have been delivered prior to such time) and (ii) with respect to 

any missing document related to such Mortgage Loan, including a missing Note, (A) the 

Custodian shall indemnify the Company, the Purchase Money Notes Guarantor and the 

Collateral Agent in accordance with Section 13.1(c) and (B) at the Company's option, at any time 

the long term obligations ofthe Custodian are rated below the second highest rating category of 

Moody's Investors Service, Inc. or Standard and Poor's Ratings Group, a division ofMcGraw45 

FDIC SFR 20I 0·2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
Hill, Inc., the Custodian shall obtain and maintain an insurance bond naming the Company, the 

Purchase Money Notes Guarantor and the Collateral Agent, and their 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 ofthe related Mortgage Loan or the 

Appraisal Value of the Acquired Property or such lesser amount requested by the Company in 

the Company's sole discretion. 

(c) The Custodian and Paying Agent hereby indemnifies and holds harmless 

the Company, the Purchase Money Notes Guarantor and the Collateral Agent and their 

respective directors, officers, employees, agents and designees, against any and all liabilities, 

obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 

disbursements of any kind or nature whatsoever, including reasonable attorneys' fees and 

litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way 

relating to or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent's 

negligence, lack of good faith or willful misconduct or any breach ofany ofthe conditions, 

representations, warranties or obligations ofthe Custodian and Paying Agent contained herein; 

provided that in no event shall 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 shall survive any termination or assignment of this Agreement. 

ARTICLE XIV 


CUSTODIAN AND PAYING AGENT 


S.ection 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 hereunder or under any Mortgage Loan Document 

that the Custodian and Paying Agent believes in good faith (i) to have been signed or presented 

by an Authorized Representative 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 hereof is specifically required to be 

furnished to the Custodian and Paying Agent, the Custodian and Paying Agent shall be under a 

duty to examine the same in accordance with the requirements of this Agreement and any 

Mortgage Loan Document. 

(b) Requested Instructions. Subject to the provisions of Section 7.2(d). in 

which case the Custodian and Paying Agent shall take instructions only from the Collateral 

Agent, if the Custodian and Paying Agent requests instructions from the Company with respect 

to any act, action or failure to act in connection with this Agreement, the Custodian and Paying 

Agent shall be entitled (without incurring any liability therefor to the Company, the Collateral 

Agent, the Purchase Money Notes Guarantor or any other Person) to refrain from taking such 

action and continue to refrain from acting unless and until the Custodian and Paying Agent shall 

46 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreemenl 


Pool Nos. 24020 and 24021 


NY2 2053687.3 
have received written instructions from the Company (or the Collateral Agent, as the case may 

be). 

(c) Certificates. Whenever the Custodian and Paying Agent shall deem it 

necessary or desirable that a matter be proved or established in connection with taking or 

omitting any action by it hereunder, such matter (unless other evidence in respect thereof be 

herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on 

the part ofthe Custodian and Paying Agent, be deemed to be conclusively proved or established 

by a certificate of an Authorized Representative of the relevant Person 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 experts shall be full and complete authorization and protection in respect of 

any action taken or omitted by it hereunder in good faith and in accordance with such advice or 

opinion of counsel, accountants or other experts. 

(e) Limited Risk. None ofthe provisions of this Agreement shall require 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 hereunder, or in the exercise of any 

of its rights or powers, if it shall have reasonable grounds for believing that repayment ofsuch 

funds or indemnity satisfactory to it against such risk or liability is not assured to it. 

(f) Merger or Consolidation. Any corporation into which the Custodian and 

Paying Agent may be merged or converted or with which it may be consolidated, or any 

corporation resulting from any merger, conversion or consolidation to which the Custodian and 

the Paying Agent shall be a party, or any corporation succeeding to the business ofthe Custodian 

and Paying Agent, except for any such Person who is or, upon consummation of such 

transaction, will be an Affiliate of the Company or any Servicer, shall be the successor ofthe 

Custodian and Paying Agent hereunder without the execution or filing of any paper with any 

party hereto or any further act on the part ofany of the parties hereto except where an instrument 

of transfer or assignment is required by law to effect such succession, anything herein to the 

contrary notwithstanding; provided that any such successor shall satisfy the representations, 

warranties and covenants set forth in Section I0.1 of this Agreement. The Custodian and Paying 

Agent or successor Custodian and Paying Agent shall provide the Company with written notice 

prior to or within ten (I 0) days after the consummation of any such transaction. At no time shall 

an Affiliate of the Company or any Servicer be the Custodian and Paying Agent under this 

Agreement. 

ARTICLE XV 


TAXES 


Section 15.1 Tax Reports. The Custodian and Paying Agent shall not be responsible 


for the preparation or filing of any reports or returns relating to federal, state or local income 


47 

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Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
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 shall 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, which may be assessed, levied or collected by any 

jurisdiction in connection with this Agreement. The obligations of the Company under this 

Section 15.2 shall survive the termination ofthe other provisions ofthis Agreement. 

Section 15.3 Tax Characterization. Each Holder and Note Owner ofa Purchase Money 

Note, by acceptance of such Purchase Money Note or its interest in such Purchase Money Note, 

shall be deemed to have agreed to treat, and shall treat, such Purchase Money Note as debt of the 

Company for U.S. federal income tax purposes except as otherwise required by law.Back-Up 

Withholding. Each Holder and Note Owner of a Purchase Money Note, by acceptance of such 

Purchase Money Note or its interest in such Purchase Money Note, shall be deemed to 

understand and acknowledge that failure to provide the Company, the Custodian or the Paying 

Agent with the applicable U.S. federal income tax certifications (generally, an Internal Revenue 

Service Form W-9 (or successor applicable form) in the case of a person that is a U.S. Person or 

an appropriate Internal Revenue Service Form W-8 (or successor applicable form) in the case of 

a person that is not a U.S. Person) may result in U.S. federal back-up withholding from payments 

in respect of such Purchase Money Note. 

ARTICLE XVI 


TERM 


Section 16.1 Term. This Agreement shall terminate upon (a) the first to occur of(i) the 

final payment or other liquidation of all of the Mortgage Loans and (ii) disposition of all 

Underlying Collateral (including any Acquired Property), and (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. Notwithstanding anything to the contrary herein, 

this Agreement may be terminated without cause upon at least thirty (30) days' prior written 

notice to the Custodian and Paying Agent, by any ofthe Company, the Purchase Money Notes 

Guarantor and the Collateral Agent. 

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 behalfof such 

Person, and the specimen signature for each such Authorized Representative, initially authorized 

hereunder, is set forth on Exhibit M. From time to time, any Person may, by delivering to the 

other parties hereto a revised copy ofExhibit M. or any resolution, incumbency certificate or 

similar document setting forth the officers of such Person, which officers shall be deemed to be 

Authorized Representatives of such Person for purposes of this Agreement, change such Person's 

48 

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Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 


NY2 2053687.3 

Authorized Representatives (and amend this Agreement to so provide), but until a new Exhibit 

.M, resolution, incumbency certificate or similar document with the information regarding the 

successor Authorized Representatives is delivered to a party in accordance with this Agreement, 

that party shall be entitled to rely conclusively on the Exhibit M, resolution, incumbency 

certificate or similar document, as applicable, last delivered hereunder. 

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 shall be in writing and shall be mailed or delivered to the applicable address or 

electronic mail address of the parties specified below for such Person or to such other address, 

electronic mail address or telephone number as shall be designated by such party in a notice to 

the other parties. All such notices and other communications shall be deemed to be given or 

made upon the earlier to occur of (i) actual receipt (or refusal thereof) by the relevant party 

hereto and (ii) (A) ifdelivered by hand or by nationally recognized courier service, when signed 

for (or refused) by or on behalf of the relevant party hereto; (B) if delivered by mail, four ( 4) 

Business Days after deposit in the mails, postage prepaid; and (C) ifdelivered by electronic mail, 

when delivered. In no event shall a voice mail message be effective as a notice, communication 

or confirmation hereunder. From time to time, any Person may designate a new address for 

purposes of notice hereunder by notice to such effect to the other Persons identified below. 

Ifto the Bank: 

Citibank N.A. 


Agency and Trust 


388 Greenwich Street, 14th Floor 


New York, NY 10013 


Attention: Cirino Emanuele 


Ifto the Company: 

2010-2 SFR Venture, LLC 

2180 Garnet Avenue, Suite 2E 

San Diego, CA 92109 

Attention: Matthew Fistonich 

Email Address:lllllilllilllllilll•••• 

with a copy to: 

49 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 20536&7.3 
TPAMII,LLC 


800 Menlo Avenue, Suite 210 


Menlo Park, CA 94025 


Attention: Matthew Fistonich 


Email Ad1:lres:s: 


Ifto the Purchase Money Notes Guarantor or the Collateral Agent: 

Manager, Capital Markets & Resolutions 


Federal Deposit Insurance Corporation 


550 17th Street, N.W. 


Room F-7014 


Washington, D.C. 20429 


Attention: Ralph Malami 


E-Mail Address: RMalami@fdic.gov 


with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, VA 22226 

Attention: David Gearin 

E-Mail Address: DGearin@fdic.gov 

with a copy by email to: 

Thomas Raburn 


E-Mail Address: TRaburn@fdic.gov 


with a copy of notices or communications to Collateral Agent only to: 

James Hammett 


Resolutions & Receivership Specialist 


Federal Deposit Insurance Corporation 


1601 Bryan Street 


Dallas, TX 75201 


JHammett@fdic.gov 


ARTICLE XIX 


MISCELLANEOUS 


Section 19.I Governing Law. This Agreement shall be governed by and construed in 

accordance with the law of the State ofNew York, excluding any conflict of laws rule or 

50 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
principle that might refer the governance or the construction ofthis Agreement to the law of 

another jurisdiction. Nothing in this Agreement shall require any unlawful action or inaction by 

any party hereto. 

Section 19.2 Waiver of Jury Trial. EACH OF THE COMPANY, THE PURCHASE 

MONEY NOTES GUARANTOR, THE COLLATERAL AGENT AND THE BANK HEREBY 

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A 

TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A 

JUDGE SITTING WITHOUT A JURY. 

Section 19.3 Jurisdiction; Venue and Service. 

(a) Each of the Company and the Bank, for itself and its Affiliates, hereby 

irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District ofNew York and to the jurisdiction ofthe United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

arising out of, relating to, or in connection with this Agreement or any Ancillary 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 Purchase Money Notes 

Guarantor or the Collateral Agent, as applicable, files the suit, action or proceeding without the 

consent of the Purchase Money Notes Guarantor or the Collateral Agent, as applicable; 

(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 ofNew Y ark or the United States District Court for the District of Columbia is an 

inconvenient forum. 

(ii) consents to the jurisdiction ofthe Supreme Court of the State of 

New York for any suit, action or proceeding against it or any ofits Affiliates arising out of, 

relating to, or in connection with this Agreement or any Ancillary 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 ofthe Purchase Money Notes 

Guarantor or the Collateral Agent, as applicable; 

(B) assert that venue is improper in the Supreme Court of the 


State of New York; or 


51 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 


Pool Nos. 24(110 and 24021 


NY2 2053687.3 
(C) assert that the Supreme Court of the State ofNew York is 

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by the Company, the 

Bank, or its Affiliate against the Purchase Money Notes Guarantor or the Collateral Agent in 

only either the United States District Court for the Southern District ofNew York or the United 

States District Court for the District ofColumbia, and waives any right to remove or transfer 

such suit, action or proceeding to any other court or dispute-resolution forum without the consent 

ofthe Purchase Money Notes Guarantor or the Collateral Agent, as applicable, and, if such suit 

action or proceeding is not brought in either United States District Court for the Southern District 

ofNew York or the United States District Court for the District ofColumbia, agrees to consent 

thereafter to transfer ofthe 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 Purchase Money Notes Guarantor or the Collateral Agent, as 

applicable; and 

(iv) agrees, ifthe United States District Court for the Southern District 

ofNew 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 19.3(a)(iii). to bring that 

suit, action or proceeding in only the Supreme Court ofthe State ofNew 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 ofthe Purchase Money Notes Guarantor or the Collateral Agent, as 

applicable. 

(b) Each ofthe Company and the Bank, on behalf of itself and its Affiliates, 

hereby irrevocably and unconditionally agrees that any final judgment entered against it in any 

suit, action or proceeding falling within Section 19 .3(a) may be enforced in any court of 

competent jurisdiction. 

(c) Subject to the provisions of Section 19.3(d), each ofthe Company and the 

Bank, on behalf of itself and its Affiliates, and each ofthe Purchase Money Notes Guarantor and 

the Collateral Agent hereby irrevocably and unconditionally agrees that service of all writs, 

process and summonses in any suit, action or proceeding pursuant to Section 19.3(a) or Section 

19.3(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 18.1 (with copies to such other Persons 

as specified therein); provided. however, that nothing contained in this Section 19.3(c) shall 

affect the right of any party to serve process in any other manner permitted by Law. 

(d) Nothing in this Section 19.3 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 19.3(a)(iii) and Section 

19.3(a)Civ), or in any way limit the FDIC'S right to remove, transfer, seek to dismiss, or otherwise 

respond to any suit, action, or proceeding against it in any forum. 

Section 19.4 Countemarts. This Agreement may be executed in two (2) or more 

counterparts, each ofwhich shall be deemed an original but all of which together shall constitute 

but one and the same agreement. This Agreement and any amendments hereto, to the extent 

52 

FDIC SFR 20/0-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
signed and delivered by facsimile or other electronic means, shall be treated in all manner and 

respects as an original agreement and shall be considered to have the same binding legal effect as 

if it were the original signed version thereof delivered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 

fact that any signature or agreement was transmitted or communicated through the use of a 

facsimile machine or other electronic means as a defense to the formation or enforceability ofa 

contract and each such Person forever waives any such defense. 

Section 19.5 Severabilitv. Any provision ofthis Agreement which is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) 

or (ii), such ineffectiveness shall not invalidate any of the remaining provisions ofthis 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (x) modify such provision (including, to the extent 

applicable, by limiting the duration or scope of such provision and/or the Persons against whom, 

and/or the circumstances under which, such provision shall be effective in such jurisdiction) for 

purposes of such proceeding to the minimum extent necessary so that such provision, as so 

modified, may then be enforced in such proceeding and (y) enforce such provision, as so 

modified pursuant to clause (x), in such proceeding. Nothing in this Section 19.5 is intended to, 

or shall, limit (1) the ability of any party to this Agreement to appeal any court ruling or the 

effect ofany favorable ruling on appeal or (2) the intended effect of Section 19.1. 

Section 19.6 Compliance With Law. Except as otherwise specifically provided herein, 

each party to this Agreement shall, at its own cost and expense, obey and comply with all 

applicable laws, as they may pertain to such party's performance of its obligations hereunder. 

Section 19.7 Entire Agreement. This Agreement contains the entire agreement between 

the Company, the Purchase Money Notes Guarantor, the Collateral Agent and the Custodian and 

the Paying Agent with respect to the subject matter hereof and supersedes any and all other prior 

agreements, whether oral or written. 

Section 19.8 Assignment: Binding Effect. Except as is permitted pursuant to the 

provisions ofthis Agreement providing for successor Custodians and Paying Agents, the 

Custodian and Paying Agent shall not assign or delegate this Agreement or any of its rights or 

obligations hereunder without the prior written consent ofthe Company and any such purported 

assignment or delegation without such consent shall be void ab initio. This Agreement shall be 

53 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 


Pool Nos. 24020 and 24021 


NY2 2053687.3 
binding on and inure to the benefit of the parties hereto and their respective successors and 

permitted assigns, and no other Person or Persons shall have any rights or remedies under or by 

reason of this Agreement. 

Section 19.9 Rights Cumulative. The rights, powers and remedies of the Custodian and 

Paying Agent, the Purchase Money Notes Guarantor, the Collateral Agent and the Company 

under this Agreement shall be in addition to all rights, powers and remedies given to the 

Custodian and Paying Agent, the Purchase Money Notes Guarantor, the Collateral Agent and the 

Company by virtue of any statute or rule oflaw, or any other agreement, all ofwhich rights, 

powers and remedies shall be cumulative and may be exercised successively or concurrently. 

Section 19.10Amendments. Subject to the requirements ofthe LLC Operating 

Agreement as they relate to the Company, this Agreement may be amended from time to time by 

written agreement signed by the Company, the Purchase Money Notes Guarantor, the Collateral 

Agent and the Custodian and Paying Agent. 

Section 19.11Headings. Paragraph titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit, extend or 

describe the scope ofthis Agreement or the intent of any provisions hereof. All section and 

paragraph references contained herein shall refer to sections and paragraphs in this Agreement 

unless otherwise specified. 

54 

FDIC SFR 2010-2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 

NY2 2053687.3 
IN WITNESS WHEREOF, the Bank, the Purchase Money Notes Guarantor, the 

Collateral Agent and the Company have each caused this Agreement to be executed as of the 

date first written above. 

Cirino 

Vice President 

Federal Deposit Insurance Corporation, in its 

corporate capacity, as Purchase Money Notes 

Guarantor 

By:.__________________________ 

Name: Ralph Malami 

Title: Attorney-in-Fact 

Federal Deposit Insurance Corporation, in its 

capacity as Receiver for the Failed Banks, as 

Collateral Agent 

By:____________ 

Name: Ralph Malami 

Title: Attorney-in-Fact 

[Signature Page to the Custodial and Paying Agency Agreement] 

55 

FDIC SFR 2010·2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021 
WITNESS WHEREOF the Bank the Purchase Money Notes Guarantor the

Collateral Agent and the Company have each caused this Agreement to be executed as of the

date first written above

Citibank N.A as Custodian and Paying Agent

By __________________________ 

Name

Title

Federal Deposit Insurance Corporation in its

corporate capacity as Purchase Money Notes

Guarantor

B

Name Ralph Malami

Title Attorney-in-Fact

Federal Deposit Insurance Corporation in its

capacity as Receiver for the Failed Banks as

Collateral Agent

By

Name Ralph Malami

Title Attorney-in-Fact

Page to the Custodial and Paying Agency Agreement

55

FDICSFR 2010-2

Custodial and Paying Agency Agreement

Pool Nos 24020 and 24021
2010-2 SFR Venture, LLC, as the Company 

By: TPAM II, LLC, 

a Delaware limited liability company 

By: Turning Point Asset Management, LP, 

a Delaware limited partnership 

By: Turning Point Asset Management, LLC, 

a Delaware limited 

By· 

Title: Manager 

[Signature Page to the Custodial and Paying Agency Agreement] 

56 

FDIC SFR 2010·2 

Custodial and Paying Agency Agreement 

Pool Nos. 24020 and 24021