Execution Copy 

2012-SIP-1 Structured Transaction 

CUSTODIAL AND PAYING AGENCY AGREEMENT 


by and among 


2012-SIP-1 VENTURE, LLC, 


FEDERAL DEPOSIT INSURANCE CORPORATION 


in its capacity as Receiver, as Initial Member, 


TENNESSEE LOAN PORTFOLIO PRIVATE OWNER, LLC, as Private Owner, 


and 


WELLS FARGO BANK, N.A., as Bank 


Dated as of October 18,2012 


2012-SIP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3,1, I 
TABLE OF CONTENTS 


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


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


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


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


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


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


Section 2.3 Duties ...........................................................................................................2 


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


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


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


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


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


Section 3.5 [Intentionally Omitted]. ...............................................................................5 


Section 3.6 Working Capital Reserve Account..............................................................5 


Section 3.7 Excess Working Capital Advances ..............................................................6 


Section 3.8 Discretionary Funding Advances.................................................................6 


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


Section 3 .1 0 Certain General Provisions Regarding the Accounts...................................7 


ARTICLE IV ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS .................8 


Section 4.1 Investment of Funds in Accounts ................................................................8 


Section 4.2 Interest..........................................................................................................9 


Section 4.3 Inadequately Identified Amounts.................................................................9 


Section 4.4 Payment Procedures .....................................................................................9 


ARTICLE V DISTRIBUTIONS ........................................................................................... ! 0 


Section 5.1 Priority of Payments.................................................................................. 1 0 


Section 5.2 Notices of Payment Failure........................................................................ 12 


ARTICLE VI CUSTODIAL DOCUMENTS ......................................................................... l2 


Section 6.1 Delivery of Custodial Documents.............................................................. 12 


Section 6.2 Examination of Custodian Files; Copies .................................................... 1 7 


Section 6.3 Shipment of Custodial Documents ............................................................ I 7 


ARTICLE VII CUSTODIAN .................................................................................................. 17 


Section 7.1 Appointment ofthe Custodian ................................................................... 1 7 


Section 7.2 Obligations of the Custodian..................................................................... 1 7 


ARTICLE VIII FEES AND EXPENSES .................................................................................. 19 


Section 8.1 Fees and Expenses ..................................................................................... 1 9 


ARTICLE IX REMOVAL OR RESIGNATION ...................................................................20 


Section 9.1 Removal or Resignation of Custodian and Paying Agent. ........................20 


2012-SIP-1 Structured Transaction 


Custodial and Paying Agency Agreement 


Version 3 .1.1 

ARTICLE X REPRESENTATIONS, WARRANTIES AND COVENANTS .....................21 


Section 10.1 Representations, Warranties and Covenants ..............................................21 


Section 10.2 Insurance ....................................................................................................22 


ARTICLE XI REPORTS ........................................................................................................22 


Section 11.1 Custodian and Paying Agent Report ..........................................................22 


Section 11.2 Additional Reports .....................................................................................23 


Section 11.3 Company and Servicer Distribution Date Accounting ..............................23 


Section 11.4 Distribution Date Instructions ....................................................................24 


Section 11.5 Books and Records ....................................................................................24 


ARTICLE XII NO ADVERSE INTERESTS ..........................................................................24 


Section 12.1 No Adverse Interests ..................................................................................24 


ARTICLE XIII LIABILITY AND INDEMNIFICATION .......................................................25 


Section 13.1 Liability; Indemnification ..........................................................................25 


ARTICLE XIV CUSTODIAN AND PAYING AGENT ..........................................................26 


Section 14.1 Reliance of Custodian and Paying Agent. .................................................26 


ARTICLE XV TAXES .............................................................................................................28 


Section 15.1 Tax Reports ................................................................................................28 


Section 15.2 Stamp and Other Similar Taxes .................................................................28 


ARTICLE XVI TERM ..............................................................................................................28 


Section 16.1 Term ...........................................................................................................28 


ARTICLE XVII AUTHORIZED REPRESENTATIVES ..........................................................28 


Section 17.1 Authorized Representatives .......................................................................28 


ARTICLE XVIII NOTICES .........................................................................................................29 


Section 18.1 Notices .......................................................................................................29 


ARTICLE XIX MISCELLANEOUS ........................................................................................29 


Section 19.1 Governing Law ..........................................................................................29 


Section 19.2 Waiver of Jury Trial. ..................................................................................29 


Section 19.3 Jurisdiction; Venue and Service .................................................................30 


Section 19.4 Counterparts ...............................................................................................31 


Section 19.5 Severability ................................................................................................32 


Section 19.6 Compliance With Law ...............................................................................32 


Section 19.7 Entire Agreement .......................................................................................32 


Section 19.8 Assignment; Binding Effect .......................................................................32 


Section 19.9 Rights Cumulative .....................................................................................33 


Section 19.10 Amendments ..............................................................................................33 


Section 19.11 Headings ....................................................................................................33 


Section 19.12 Non-petition ...............................................................................................33 


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2012-SIP-l Structured Transaction 


Custodial and Paying Agency Agreement 


Version 3.1.1 

Schedule and Exhibits 

Exhibit A 

Exhibit B 

Exhibit C 

Exhibit D 

Exhibit E 

Exhibit F 

Exhibit G 

Exhibit H 

Exhibit I 

Exhibit J 

Exhibit K 

Exhibit L 

Exhibit M 

Exhibit N 

Exhibit 0 

Exhibit P 

Exhibit 0 

Exhibit R 

ExhibitS 

Asset Schedule 

[Intentionally Omitted] 

[Intentionally Omitted] 

[Intentionally Omitted] 

Form of Collateral Certificate 

Review Criteria 

Form of Supplemental Delivery Certificate 

Request for Release and Receipt of Custodial Documents 

Request for Release and Receipt of Private Owner Pledged Account Control 

Agreement 

Fees and Expenses ofCustodian and Paying Agent 

Custodian and Paying Agent Report 

Form of Lost Instrument Affidavit 

Authorized Representatives 

[Intentionally Omitted] 

[Intentionally Omitted] 

[Intentionally Omitted] 

Form ofPrivate Ov.ner Pledged Account Control Agreement 

Form ofPO/Manager Distribution Instruction 

Form ofPO/Manager Distribution Reinstatement Notice 

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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 October 18, 2012, by and among (i) 2012-SIP-1 Venture, LLC, a 

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

Corporation in its capacity as Receiver, as the Initial Member with respect to the Company (in 

such capacity, the "Initial Member"), (iii) Tennessee Loan Portfolio Private Owner, LLC, a 

Delaware limited liability company (the "Private Owner"), and (iv) Wells Fargo Bank, N.A., a 

national association (the "Bank"). 

RECITALS 

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

Schedule attached hereto as Exhibit A; 

WHEREAS, the Transferor and the Company have entered into the Contribution 

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

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

Company at the time); 

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

Operating Agreement; 

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

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

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

the services contemplated by this Agreement; 

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

the Bank an account into which Qualifying Cash Collateral or proceeds of draw(s) under a 

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

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

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

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

Agent to perform the services contemplated by this Agreement; and 

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

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

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

certain tasks by the Bank; 

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

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

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

2012-SIP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3. 1.1 
ARTICLE I 


DEFINITIONS AND CONSTRUCTION 


Section 1.1 Definitions. For purposes of this Agreement, all terms used in this 

Agreement (including in the preamble and recitals hereto) that are defined in, or by reference in, 

that certain Agreement of Definitions - 2012-SIP-1 Structured Transaction dated as of the date 

hereof among the parties hereto and certain others (as the same may be amended from time to 

time in accordance with the terms set forth herein for the amendment of this Agreement) (the 

"Agreement of Definitions"), and are not otherwise defined herein, shall have the meanings and 

definitions given, or referred to, in the Agreement of Definitions. 

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

ARTICLE II 


PAYING AGENT 


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

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

perform the duties of the Paying Agent specifically set forth hereunder, and the Bank hereby 

accepts such appointment. 

Section 2.2 Delivery of Documentation. 

(a) Copies of the Contribution 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. An executed original counterpart of the Private 

Owner Pledged Account Control Agreement has been delivered to the Paying Agent, and the 

Paying Agent acknowledges receipt thereof. 

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

Agreement 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 Custodian shall deliver the Private Owner 

Pledged Account Control Agreement to the successor Paying Agent in accordance with Section 

2J_. 

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

Receipt of Private Owner Pledged Account Control Agreement in the form attached hereto as 

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

deliver the Private Owner Pledged Account Control Agreement to the Initial Member, m 

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 the Private Owner Pledged Account 

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Control Agreement, and no implied covenants or obligations of the Paying Agent shall be read 

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

related agreement to which the Paying Agent is a party. The Paying Agent shall have no 

obligation to inquire whether any request, instruction, certificate, direction, receipt, demand, 

consent, resolution, instrument, opinion, report, notice, document, communication, statement or 

calculation is in conformity with the terms ofthe 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. 

ARTICLE III 


ACCOUNTS 


Section 3.1 Collection Account. 

(a) On the date of this Agreement, the Company shall establish the 

"Collection Account" with the Paying Agent (the "Collection Account"). The Transferor shall 

cause all Asset Proceeds received during any particular Due Period during the Interim Servicing 

Period (and remaining after reimbursement or payment of Interim Servicing Expenses and PreApproved Charges) to be remitted to the Collection Account as set forth in the Contribution 

Agreement. For all Asset Proceeds with respect to any Group of Assets received after the 

Interim Servicing Period with respect to such Group of Assets, the Company shall transfer, or 

cause the Servicer or Subservicer to transfer, such Asset Proceeds within two 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 Asset Proceeds, interest or earnings on the Asset Proceeds, 

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

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

Advances pursuant to the LLC Operating Agreement and Section 3. 7, funds advanced by the 

Manager as Discretionary Funding Advances pursuant to the LLC Operating Agreement and 

Section 3.8 and funds deposited into the Collection Account pursuant to Section 8.1 hereof) shall 

be commingled in the Collection Account. 

(b) Without limitation of Sections 3.l(c) and 3.2(a) hereof, amounts on 

deposit in the Collection Account (including interest and earnings thereon) on any particular day 

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

described in clause (ii), (iii) or (iv), in the following order of priority: (w) first, to the repayment 

of any Discretionary Funding Advance that the Manager has made with respect to any Asset 

together with accrued and unpaid interest on such Discretionary Funding Advances, but only to 

the extent of Asset Proceeds from the Asset with respect to which the Discretionary Funding 

Advance was made; (x) second, to the payment of the then-outstanding amount of Interim 

Servicing Expenses, Servicing Expenses and Pre-Approved Charges, either then due and payable 

or subject to reimbursement; (y) third, to fund any Required Funding Draws and (z) fourth, to 

pay any Permitted Development Expenses; (ii) to the extent of any transfers of funds from the 

Working Capital Reserve Account to the Collection Account pursuant to Section 12.11(c) of the 

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LLC Operating Agreement and Section 3.6(a), to pay Working Capital Expenses or Permitted 

Development Expenses, as applicable; (iii) to the extent of any deposits of Excess Working 

Capital Advances into the Collection Account pursuant to Section 5.5 of the LLC Operating 

Agreement and Section 3.7 for such purpose, to pay Working Capital Expenses; and (iv) to the 

extent of any deposits of Discretionary Funding Advances into the Collection Account pursuant 

to Section 5.4 of the LLC Operating Agreement and Section 3.8, to pay Permitted Development 

Expenses; provided, however, that the proceeds of any Discretionary Funding Advances may be 

used to fund Permitted Development Expenses only with respect to the Asset to which such 

Discretionary Funding Advances relate. 

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

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

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

withdrawal offunds from the Collection Account at any time as set forth in Section 3.1(b). Ifthe 

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

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

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

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

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

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

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

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

accordance with Section 3.2. 

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

withdraw funds from the Collection Account only to repay Discretionary Funding Advances, to 

pay Interim Servicing Expenses, Servicing Expenses and Pre-Approved Charges, to fund any 

Required Funding Draws, and to pay Working Capital Expenses and Permitted Development 

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

Distribution Account pursuant to Section 3.2 and as otherwise set forth in this Agreement and 

not for any other purpose. 

Section 3.2 Distribution Account. 

(a) On the date hereof, the Company shall establish the "Distribution 

Account" \Vith the Paying Agent (the "Distribution Account"). 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 noon New York City time on the Business Day immediately preceding each 

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

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

Distribution Date. 

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

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

funding from the Collection Account as described in this Section 3 .2). Amounts on deposit in 

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(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. 

(c) The Paying Agent shall be authorized and directed to withdraw funds from 

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

for any other purpose. 

Section 3.3 [Intentionally Omitted]. 

Section 3.4 [Intentionally Omitted]. 

Section 3.5 [Intentionally Omitted]. 

Section 3.6 Working Capital Reserve Account. 

(a) On the date hereof, the Company shall establish the "Working Capital 

Reserve Account" with the Paying Agent (the "Working Capital Reserve Account") for the 

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

Expenses and (as to amounts in excess ofthe Working Capital Reserve Floor) making payments 

for Permitted Development Expenses. To the extent there are insufficient funds in the Collection 

Account with which to pay the outstanding amount of the Working Capital Expenses then due 

and payable, the Company may instruct the Paying Agent to release some or all of the funds 

from the Working Capital Reserve Account (in an amount that the Manager determines in the 

exercise of its reasonable discretion) and allocate and distribute such released funds to the 

Collection Account, from which the funds will be available to pay such Working Capital 

Expenses. (In determining whether there are "insufficient funds in the Collection Account" for 

purposes of the preceding sentence, the Company reasonably may take into account, during the 

portion of any calendar month preceding the Distribution Date to occur during such month, the 

transfer from the Collection Account to the Distribution Account to occur on such Distribution 

Date). In addition, if the Company elects to undertake any Permitted Development, the 

Company may instruct the Paying Agent to release some or all of the funds in excess of the 

Working Capital Reserve Floor in the Working Capital Reserve Account, in an amount that the 

Manager determines in the exercise of its reasonable discretion and allocate and distribute such 

released funds to the Collection Account, from which such funds will be available to pay the 

related Permitted Development Expenses (it being understood that in no event shall any such 

funds be released for any such Permitted Development Expenses to the extent that, following 

such release, the remaining funds in the Working Capital Reserve Account would be in an 

amount less than the Working Capital Reserve Floor). In addition to the foregoing, each 

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

Working Capital Reserve Account as set forth in Section 3.3(b) ofthe Contribution Agreement. 

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

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

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

5.1(b)(v) ofthis Agreement and the then applicable Working Capital Reserve Target. 

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Custodial and Paying Agency Agreement 

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

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

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

Report for such Distribution Date. 

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

occur, the Paying Agent shall, pursuant to applicable instructions provided by the Manager 

pursuant to Section 9.2 ofthe LLC Operating Agreement, transfer all remaining funds held in the 

Working Capital Reserve Account to the Collection Account. 

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

determines in the exercise of its reasonable discretion that the funds held in the Working Capital 

Reserve Account in excess of the Working Capital Reserve Floor no longer are necessary to 

satisfy the purposes for which the Working Capital Reserve has been established, the Company 

(or the Manager on behalf of the Company) may instruct the Paying Agent to release such excess 

funds from the Working Capital Reserve Account, and thereafter the Paying Agent shall allocate 

and distribute such excess funds to the Collection Account. 

(f) The Paying Agent shall invest the amounts on deposit in the Working 

Capital Reserve Account in Permitted Investments in accordance with investment directions 

from the Company but with maturities that allow for their transfer in accordance with this 

Section 3.6. No funds from any other source (other than interest or earnings on the funds held in 

the Working Capital Reserve Account and funding from the Members as described in this 

Section 3.6) shall be commingled in the Working Capital Reserve Account. 

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

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

Agreement and not for any other purpose. 

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

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

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

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

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

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

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

Section 3.8 Discretionary Funding Advances. Pursuant to Section 5.4 of the LLC 

Operating Agreement, the Manager may make, at its discretion, Discretionary Funding Advances 

from its own funds to fund Permitted Development Expenses on an Asset-by-Asset basis to the 

extent that funds are not available in the Collection Account for such purpose and the balance on 

deposit in the Working Capital Reserve Account has been reduced to (or below) the Working 

Capital Reserve Floor. Each Discretionary Funding Advance is to be designated as applicable 

only to the Asset to which such Discretionary Funding Advance relates. All Discretionary 

Funding Advances are to be deposited into the Collection Account, from which the funds will be 

available to be disbursed to the Borrower (with respect to the Collateral) or used by the Company 

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(with respect to the Acquired REO Property), as applicable, to pay the applicable Permitted 

Development Expenses relating to the specified Asset. 

Section 3.9 Private Owner Pledged Account. 

(a) On the date hereof, the Private Owner shall establish the "Private Owner 

Pledged Account" with the Paying Agent (the "Private Owner Pledged Account") for the 

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

Collateral is delivered on the date hereof or subsequent to the date hereof in full and complete 

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

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

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

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

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

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

substantially the form attached hereto as Exhibit Q. In no event shall the Private Owner have 

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

expressly provided in Section 3.9(b) below. The Paying Agent shall invest the amounts on 

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

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

accordance with this Section 3.9. 

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

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

extent that, after such release, the remaining balance ofthe Qualifying Cash Collateral on deposit 

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

such release shall be pursuant to applicable instructions and docun1entation satisfactory to, and 

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

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

(c) At the time of the Final Distribution, the Paying Agent shall distribute to 

the Private Owner all funds remaining in the Private Owner Pledged Account after effecting any 

other distribution from the Private Owner Pledged Account involved in such Final Distribution. 

Section 3 .1 0 Certain General Provisions Regarding the Accounts. 

(a) Anything in this Article III above to the contrary notwithstanding, funds in 

the Collection Account and the Working Capital Reserve Account may be used, and Excess 

Working Capital Advances or Discretionary Funding Advances may be made (and the proceeds 

thereof used), to fund amounts other than those set forth in the relevant provisions of this Article 

III above, to the extent (and only to the extent) of express joint written directions to such effect 

from the Company and the Initial Member, pursuant to the last three sentences of Section 12.14 

ofthe LLC Operating Agreement. 

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

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

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established and maintained (under this Agreement) at a branch of the Paying Agent for the 

benefit of the Company. The Private Owner Pledged Account (x) subject to clause (y), shall be 

held by the Paying Agent in a segregated trust or custodial account established and maintained 

(under this Agreement) at a branch ofthe Paying Agent for the benefit of the Private Owner, and 

(y) is subject to a first priority security interest in favor of the Initial Member under the LLC 

Operating Agreement and/or the Private Owner Pledged Account Control Agreement (and, 

without limitation of the foregoing, is held as security for the Private Owner Obligations as set 

forth in the LLC Operating Agreement and/or the Private Owner Pledged Account Control 

Agreement) and to the rights and remedies ofthe Initial Member thereunder. 

ARTICLE IV 


ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS 


Section 4.1 Investment of Funds in Accounts. 

(a) The Company, the Initial Member or the Private Owner, as applicable, 

may, at any time or from time to time, direct the Paying Agent to, and, upon receipt of such 

investment direction, the Paying Agent shall, invest amounts received and retained in the 

Collection Account, the Working Capital Reserve Account, or the Private 0-vvner Pledged 

Account, as applicable, as so directed in Permitted Investments. If the Company, the Initial 

Member or the Private Owner, as applicable, shall not have given any such investment directions, 

the Paying Agent shall seek investment directions from such Person. If the Company, the Initial 

Member or the Private Owner, as applicable, does not provide the Paying Agent with investment 

directions pursuant to Sections 3.1, 3.6, 3.9 or :LL the balance standing to the credit of the 

Collection Account, the Working Capital Reserve Account, the Distribution Account, or the 

Private Owner Pledged Account, as applicable, will remain uninvested with no liability for 

interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with 

Permitted Investments. 

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

the terms hereof to make a transfer of funds among 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 the Accounts), if, 

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

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

If any Permitted Investment so liquidated is then allocated to more than one Account, and it is 

not possible to liquidate only the portion of such Permitted Investment allocated to the Account 

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

if any, 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 

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before it shall liquidate any 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 Permitted 

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

Member or the Private Owner, as applicable, pursuant to this Agreement. 

(d) All references in this Agreement to 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 Permitted Investments through its Affiliates, and neither the Paying Agent nor its 

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

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

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

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

vvill 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 Permitted Investments 

whenever the Paying Agent will be required to make a transfer pursuant to the terms 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 terms ofthis 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 accumulated in such Account and 

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

incurr-ed from the investment of the balances in any Account or the liquidation of any such 

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

Paying Agent shall determine and report to the Manager the net interest or other earnings 

credited, or the net loss charged, to the Collection Account (in respect of investments of the 

funds therein) during such Due Period. 

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

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

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

Company, the Initial Member and the Private Owner 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 Initial Member) 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 \vritten consent of the Initial 

Member). 

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

by the Paying Agent from the Distribution Account in accordance herewith shall be paid by the 

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Custodial and Paying Agency Agreement 

Version 3. I. I 
Paying Agent from amounts on deposit in such account on the related Distribution Date, in 

immediately available funds (but not before such amounts become immediately available to it). 

All payments made by the Paying Agent shall be made to such account(s) as shall be designated 

in writing by the Company in accordance with the Cash Flow and Distribution Report and this 

Agreement. 

ARTICLE V 


DISTRIBUTIONS 


Section 5.1 Prioritv of Payments. 

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

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

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

2J...(hl below (the "Priority of Pavments") and pursuant to the Distribution Date instructions 

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

Notwithstanding any provisions in this Agreement to the contrary, however, the Paying Agent 

shall take disbursement instructions from the Initial Member with respect to the distributions 

payable to the Private Owner or the Manager, as applicable, pursuant to such Priority of 

Payments (including any of clauses (iii), (iv) or (ix) of Section 5.1(b) below) upon the delivery of 

written notice in substantially the form of Exhibit R hereto (a «PO/Manager Distribution 

Instruction") (i) from the Initial Member to the Paying Agent providing that such distributions 

should instead be paid to (or at the direction of) the Initial Member (as further indicated in such 

PO/Manager Distribution Instruction) pursuant to the terms of (and exercise by the Initial 

Member of remedies under) the LLC Operating Agreement (in connection with an Event of 

Default thereunder or applicable breach thereof as set forth therein), or (ii) from the Initial 

Member] to the Paying Agent providing that such distributions should be suspended or withheld 

pursuant to the terms of (or exercise of remedies under) the LLC Operating Agreement or the 

Insurance Schedule (it being understood that this sentence above shall not apply absent delivery 

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

PO/Manager Distribution Instruction shall remain in effect (subject to any express provisions 

thereof or further PO/Manager Distribution Instruction superseding the same) unless and until 

the Initial Member shall have delivered a notice to the Paying Agent, substantially in the form of 

Exhibit S hereto (a "PO/Manager Distribution Reinstatement Notice") with applicable 

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

as applicable, in which case the Paying Agent shall so reinstate such distributions to the Private 

Owner and the Manager, as applicable (including as to any previously suspended or withheld 

distributions not otherwise having been remitted pursuant to applicable instructions from the 

Initial Member), to the extent provided in such PO/Manager Distribution Reinstatement Notice 

(and the Initial Member agrees, following the cure (to its satisfaction) of all applicable Events of 

Default under the LLC Operating Agreement (or other circumstances) having resulted in delivery 

of the applicable PO/Manager Distribution Instruction and satisfaction of any other express 

conditions with respect thereto (and so long as no other Event of Default under the LLC 

Operating Agreement shall have occurred and be continuing), to so issue to the Paying Agent an 

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

For avoidance of doubt, in no event shall delivery of any such PO/Manager Distribution 

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Custodial and Paying Agency Agreement 

Version 3.1.1 
Instruction affect any applicable distributions to the Initial Member, and the Paying Agent shall 

continue to make applicable distributions to the Initial Member of its allocable portion of 

Distributable Cash on each Distribution Date in accordance with the applicable provisions in 

Section 5.1(b) and the applicable Cash Flow and Distribution Reports. The Initial Member shall 

deliver a copy of any such PO/Manager Distribution Instruction or PO/Manager Distribution 

Reinstatement Notice to each of the Company, the Manager and the Private Owner concurrently 

with or following delivery of such PO/Manager Distribution Instruction to the Paying Agent; and 

the Company (or, if applicable pursuant to Section 11.3, the Initial Member) shall cause the same 

to be duly reflected in each applicable Cash Flow and Distribution Report (commencing with the 

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

PO/Manager Distribution Reinstatement Notice, as the case may be), it being understood that the 

Paying Agent shall comply with any applicable PO/Manager Distribution Instruction or 

PO/Manager Distribution Reinstatement Notice delivered to the Paying Agent notwithstanding 

the failure of the Company to cause the same to be reflected in any such Cash Flow and 

Distribution Report. For purposes of any determinations with respect to amounts payable to the 

Private Owner or the Manager under the Transaction Documents (including any accrual of 

interest or calculations with respect to any Incentive Threshold Event), (A) amounts (otherwise 

payable to the Private Owner or the Manager) suspended, withheld or distributed pursuant to any 

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

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

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

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

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

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

Agent pursuant to any PO/Manager Distribution Instruction shall remain as part of the Secured 

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

Assets, the Paying Agent shall hold (and hereby agrees to so hold) such amounts for the benefit 

of, and as collateral agent for, the Initial Member (and the other Indemnified Parties), at all times 

subject to any instructions from the Initial Member (as may be included in a separate 

PO/Manager Distribution Instruction) with respect to further disposition thereof. 

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

described in Section 11.3 will be distributed in the following order of priority (using (for 

purposes of clause (v) below) the Working Capital Reserve Target specified for such 

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

otherwise as determined as of the close of business on the Determination Date ·with respect to 

such Distribution Date). 

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

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

pursuant to Section 13.1, in accordance with the terms ofthis Agreement; 

(ii) second, [intentionally omitted]; 

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

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

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Custodial and Paying Agency Agreement 

Version 3. I, 1 
with any unpaid portion of the Interim Servicing Fee with respect to any prior Due Period, and 

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

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

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

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

Management Fee for any prior Due Period; 

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

the Manager pursuant to Section 5.5 ofthe LLC Operating Agreement and Section 3. 7; 

(v) fifth, prior to the Final Distribution, to replenish the Working 

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

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

Reserve Target; 

(vi) sixth, [intentionally omitted]; 

(vii) seventh, [intentionally omitted]; 

(viii) eighth, [intentionally omitted]; and 

(ix) finally, all remaining amounts shall be distributed to the Initial 

Member and the Private Owner (as distributions with respect to their respective LLC Interests) in 

accordance with Section6.6 ofthe LLC Operating Agreement. 

Section 5.2 Notices of Payment Failure. 

(a) The Paying Agent shall deliver prompt written notice to the Company in 

the event that it fails to receive in full on the related Distribution Date (based on the Cash Flow 

and Distribution Report), the amount required to be paid by the Company on any Distribution 

Date, which notice 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 pattial payment. 

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

advance of the related Distribution Date, it will deliver -vvritten notice thereof to the Company as 

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

ARTICLE VI 

CUSTODIAL DOCUMENTS 

Section 6.1 Delivery of Custodial Documents. 

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

Transferor (i) is required to deliver or cause to be delivered, at the expense of the Company 

(which expense shall constitute a Pre-Approved Charge), to the extent they are in the possession 

of the Transferor or any of its employees or contractors (and have actually been located and 

12 

2012-SIP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3.1.1 
separately collected as of the Closing Date for delivery under the Contribution Agreement), the 

:\otes and other Custodial Documents (other than the Transfer Documents) to the Custodian as 

soon as is practicable after the date hereof~ and (ii) may deliver all or some portion of the 

Transfer Documents to the Custodian on or about the date hereof (or within a reasonable period 

of time after the Closing Date as specified by the Transferor by \Vritten notice to the Company 

dcliYered on the Closing Date). As soon as practicable after the date hereof (and in any event in 

accordance with )~ctipns 3. I and 3.2 of the Contribution Agreement), the Company shall deliver 

or cause to be delivered to the Custodian (X) to the extent that the Transferor does not deliver all 

the Transfer Documents to the Custodian on or about the Closing Date (or \Vithin a reasonable 

period of time after the Closing Date as specified by the Transferor by written notice to the 

Company delivered on the Closing Date), the Transfer Documents and (y) to the extent that the 

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

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

Scctioq_(i.J(e)), the Custodial Documents (other than th~: Transfer Documents) in ~:xistence as of 

the Closing Date. Documents to be delivered to the Custodian pmsuant to this Section 6.1 (a) 

shall so be delivered at the office of the Custodian at Wells Fargo Document Custody, 1055 1Oth 

Avenue, SE, \1inneapolis, M~ 55414. Attention: Kathleen A. Marshall. email: 

(the ··Office"). Without limitation of the foregoing, the 

Company shall deliver a notice to the Custodian when it considers itself to have complied with 

the obligation set forth in the second sentence ofthis Section 6.1_@}. 

(b) Collateral Certificate: F\c_ep!j_9ns. The Custodian shall make available 

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

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

office space at the Office that is sufficient to accommodate up to six people to revic\v the 

Custodial Documents to be delivered, or delivered, by the Transferor pursuant to Section (1_,_1 (a) 

with representatives of the Custodian tor a period (of not more than ten days) specified hy the 

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

Company (and, if the Company so dctcm1incs, of the Transferor) an office space at the Office 

that is sufficient to accommodate up to six people to review the Custodial Documents to be 

delivered, or deliwred. by the Company pursuant to Section 6.1 (a) with representatives of the 

Custodian for a period (of not more than ten days) spceiJied by the Company upon reasonable 

prior notice to the Custodian. \Vitbin forty-five days after notice from the Transferor that it has 

delivered to the Custodian all of the Custodial Documents that it intends to deliver to the 

Custodian pursuant to Section 3.1 of the Contribution Agreement, the Custodian shall execute 

and deliver to the Company a ce11ificate, substantially in the form attached hereto as Exhibit E 

(including an Asset Schedule and Exception List) ('·Collateral Cet·tificate"). h1rther, within 

forty-fi\-'e days after the Custodian's receipt ofthe notice from the Company described in the last 

sentence of Section Ufill hereof (or. if earlier, \-Vithin forty-five days after the first anniversary 

of the date hereof). the Custodian shall execute and deliver to the Company a new Collateral 

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

provided \-vith respect to an /\sset, the Custodian shal1 examine the same and determine, \Vith 

respect to each such document, whether (A) it meets the Review Criteria and (B) it (i) appears 

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

{ij) relates to the Asset to which it purports to relate, (iii) has been executed by the named parties 

thereon. (iv) \Vhere applicable, purports to be recorded. and (v) appears to be what it purports to 

13 

20 !2-:;,11'-l Structured l'ransactio!l 

l'ustc>dtal and Pa\'ing. Agency Agreement 

Vcrston3.11 
be. Each Collateral Certificate delivered pursuant to this Agreement shall certify to all of the 

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

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

"Custodial Documents" shall include (and the term "Custodial Documents" shall mean) the 

following: 

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

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

attached thereto) "PAY TO THE ORDER OF 2012-SIP-1 VENTURE, LLC, WITHOUT 

RECOURSE AND WITHOUT REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED 

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

in the name of the Federal Deposit Insurance Corporation as the receiver for the Failed Bank, or 

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

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

(ii) the original, or a copy, of the Mortgage with 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 tme and correct copy of the original and that 

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

(iii) the originals or copies of all assumption, Modification, 

consolidation or extension agreements (if any) with 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 of the original and that such original has been submitted 

for recordation in the applicable Recording Office; 

(iv) the Acquired Property Files; 

(v) except in the case of any MERS Designated Loan, the Mortgage 

Assignment to the Company (in the form specified in the Contribution Agreement) signed in the 

name of the Federal Deposit Insurance Corporation as receiver for the Failed Bank, with 

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

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

represents a tme and conect copy of the original and that such original has been submitted for 

recordation in the applicable Recording Office; 

(vi) except in the case of any MERS Designated Loan, the originals of 

all intervening Mortgage Assignments (if any) with evidence of recording thereon, or certified 

copies thereof from the applicable Recording Office, or copies thereof together with an officer's 

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

original of each such intervening Mortgage Assignment and that such original has been 

submitted for recordation in the applicable Recording Office; 

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2012-SIP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3J.l 
(vii) [intentionally omitted]; 

(viii) the original or a copy of the attorney's opinion of title and abstract 

of title or the original mortgage title insurance policy or, if the original mortgage title insurance 

policy has not been issued, the irrevocable commitment to issue the same or a true and correct 

copy ofthe title policy from the issuing title company; 

(ix) the originals of all Collateral Documents executed in connection 

with the Asset; 

(x) Uniform Commercial Code financing statements with recording 

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

Asset under the Uniform Commercial Code; 

(xi) [intentionally omitted]; 

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

Documents held by the bailee; 

(xiii) solely with respect to each MERS Designated Loan, a MERS 

Report; 

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

of the attorney's opinion of title and abstract of title and/or the original owner's title insurance 

policy or, if the original owner's title insurance policy has not been issued, the irrevocable 

commitment to issue the same or a true and correct copy of the title policy from the issuing title 

company; 

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

(xvi) (x) the original or (if such original copy is retained by the relevant 

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

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

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

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

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

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

documents for each Asset as determined by the Company. 

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

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

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

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

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

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

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

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

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2012-SIP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3J.I 
shall be accompanied by a certificate in the form of Exhibit G hereto (a "Supplemental Delivery 

Certificate"), prepared by an Authorized Representative of the Company, itemizing the 

Custodial Documents being delivered to the Custodian in such delivery and identifying the Asset 

with respect to which each such Custodial Document relates. After the receipt thereof, the 

Custodian shall (A) examine the additional Custodial Documents and determine, with respect to 

each such document, whether (I) it meets the Review Criteria and (II) it (i) appears regular on its 

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

such Asset, (iii) has 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 an Asset are placed in the file for the related Asset. In the event the 

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

shall so notifY the Company in writing no later than the first Business Day following its receipt 

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

additional Custodial Documents by the Custodian, the Custodian shall provide the Company 

with a new Collateral Ce1tificate (including a new Asset Schedule and Exception List), provided 

that, if the Custodian has not yet delivered the first Collateral Certificate pursuant to Section 

6.1(b ), the Custodian instead will reflect such Custodial Document in such initial Collateral 

Certificate when delivered. 

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

and Exception List shall list all Exceptions using such codes as shall be in form and substance 

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

by the Custodian to the Company shall supersede and cancel the Asset Schedule and Exception 

List previously delivered by the Custodian to the Company hereunder, and shall replace the then 

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

Notwithstanding anything to the contrary set forth herein, in the event that the Asset Schedule 

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

Exception List most recently delivered to the Company, then the most recently delivered Asset 

Schedule and Exception List shall control and be binding upon the parties hereto. The delivery 

of each Asset Schedule and Exception List to the Company shall constitute the Custodian's 

representation (to the Company) that, other than the Exceptions listed as part ofthe last delivered 

Asset Schedule and Exception List: (i) all documents required to be delivered in respect of an 

Asset pursuant to Section 6.1(c) ofthis Agreement have been delivered and are in the possession 

of the Custodian as part of the Custodial Documents, (ii) all such documents have been reviewed 

and examined by the Custodian in accordance with the review procedures specified in this 

Agreement and (x) meet the Review Criteria and (y) appear on their face to be regular and to 

relate to such Asset and to satisfy (except in the case of a MERS Designated Loan)] the 

requirements set forth in Section 6.1 (c) of this Agreement, (iii) each Asset (except in the case of 

a MERS Designated Loan) identified on such Asset Schedule and Exception List is being held 

by the Custodian as the bailee for the Company and (iv) each MERS Designated Loan is being 

held by MERS® as the nominee for the Company. In connection with an Asset 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 Sections 

6.1(b) and 6.1(d) 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 Asset. To the extent that any 

16 

2012-SIP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3. L1 
ofthe documents or materials required to be provided by the Company to the Custodian pursuant 

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

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

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

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

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

copies unless or until they are necessary for the enforcement of such rights. 

Section 6.2 Examination of Custodian Files; Copies. 

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

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

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

normal business hours to examine the Custodial Documents. 

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

Custodian shall provide copies of any requested Custodial Documents; provided, however, the 

Company shall reimburse the Custodian for the actual, reasonable and customary costs incurred 

in providing copies of such Custodial Documents. 

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

Custodial Documents pursuant to this Agreement, the Company shall deliver to the Custodian 

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

in connection with the transmission of such Custodial Documents. The Company 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 incuned 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 in this 

Agreement to utilize a nationally recognized courier service. 

ARTICLE VII 


CUSTODIAN 


Section 7.1 Appointment ofthe Custodian. Subject to the terms and conditions ofthis 

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 ofthe Custodial Documents. 

Section 7.2 Obligations of the Custodian. 

(a) Maintenance of Custodv. The Custodian shall (i) segregate, hold and 

maintain continuous custody of all Custodial Documents received by it in trust for and for the 

17 

2012-SlP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3.1.1 
benefit of the Company in secure and fire resistant facilities and in accordance with customary 

controls on access regarding the safety and security of the Custodial Documents, (ii) act with the 

same degree of care and skill that the Custodian exercises with respect to any loan files relating 

to similar loans o-vvned, 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 ofthe Custodial Documents only in accordance with 

the provisions of this Agreement, and (v) hold all Custodial Documents received by it for the 

exclusive use and benefit ofthe Company, and make disposition thereof only in accordance with 

written instructions furnished by the Company. In the event that the Custodian moves any 

Custodial Documents from the state where the Custodial Documents are initially kept pursuant to 

this Agreement, the Custodian shall provide prompt written notice to the Company of the 

location ofsuch Custodial Documents. 

(b) [Intentionally Omitted]. 

(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 ofthe 

Custodian to perform its duties and obligations under this Agreement. 

(d) [Intentionally Omitted]. 

(e) Third Party Demands. In the event that (i) the Company or the Custodian 

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 Law, 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 such Custodial Documents as directed by the Company, which shall give 

a direction consistent with such court determination. 

(f) 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 ofthe following events has occurred: 

(i) If the Custodian has resigned or has been removed in accordance 

with the provisions of Section 9.1, the Custodian shall deliver the Custodial Documents to the 

successor Custodian in accordance with Section 9 .1. 

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(ii) If the Custodian has received a notice in the form of Exhibit H 

hereto from an Authorized Representative of the Company stating that the Company has 

received all amounts due under an Asset, or a discounted payoff as payment in full of such Asset, 

the Custodian 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 

hereto from an Authorized Representative of the Company that the Company or the Private 

Owner needs the Custodial Documents in order to foreclose on a Mortgaged Property, accept a 

deed in lieu thereof or modify or restructure the terms thereof, the Custodian shall release the 

related Custodial Documents to the Company or the Manager in accordance with the instructions 

provided in such notice. 

(iv) If the Custodian has received notice in the form of Exhibit H 

hereto from an Authorized Representative of the Company that the Company has agreed to sell 

an Asset or the 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) 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. 

(h) 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. 

(i) 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. 

G) 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 Expenses. The Bank shall charge such fees for its services and 

be reimbursed for such of its expenses pursuant to this Agreement as are set forth on Exhibit J 

hereto, which fees and expenses must be reasonable and customary and which fees and expenses 

shall not include any attorneys' or other professionals' fees and expenses. The Company shall 

pay such fees and expenses (other than those specified in the next sentence). The Private Owner 

shall pay any fees and expenses in connection with the Private Owner Pledged Account. In 

furtherance of the foregoing, in the event, and to the extent that, any fees or expenses in 

connection with the Private Owner Pledged Account are paid pursuant to Section 5.1(b) instead 

of being separately paid by the Private Owner, the Paying Agent shall notify the Initial Member 

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and the Private Owner of such payment and the Private Owner forthwith shall make a deposit 

(from its own funds) into the Collection Account of an amount equal to such fees or expenses, 

and to the extent that the Private Owner fails to make such payment in full by the end of the 

month following receipt of such notice by the Initial Member, at the direction of the Initial 

Member, the Paying Agent shall, on each succeeding Distribution Date, deposit into the 

Collection Account an amount equal to any such outstanding deposit obligation of the Private 

Owner (after giving effect to any prior deposits into the Collection Account pursuant to this 

Section 8.1) (as specified by the Initial Member to the Paying Agent) by deducting such deposit 

amount from the amounts that otherwise would have been distributed to the Private Owner 

(including as Manager) pursuant to Section 5.l(b). Upon the resignation or removal ofthe Bank 

as Custodian or Paying Agent or the termination or assignment ("Termination") of this 

Agreement, all fees and expenses as described in this Section 8.1 also shall terminate as of the 

date of Termination; provided, however, that the Bank will be entitled to receive fees and 

expenses accruing prior to the date of Termination. Nothing in this Section 8.1 shall be 

construed to limit in any way the right of the Bank, in its respective capacities as Custodian and 

Paying Agent, to receive indemnification and reimbursement from the Company and the Private 

Owner, as applicable, pursuant to Section 13.1. 

ARTICLE IX 


REMOVAL OR RESIGNATION 


Section 9.1 Removal or Resignation of Custodian and Paying Agent. 

(a) Resignation. Subject to the provisions of Section 9.1(c), the Bank may at 

any time resign and terminate its obligations as the Custodian and Paying Agent pursuant to this 

Agreement upon at least sixty days' prior written notice to the Company, the Initial Member, and 

the Private Owner. In the event the Bank resigns, it must resign as both the Custodian and 

Paying Agent. Promptly after receipt of notice of the Bank's resignation as the Custodian and 

Paying Agent, subject to the provisions of the LLC Operating Agreement as it relates to the 

Company, the Company shall appoint, by wTitten instrument, a successor Custodian and Paying 

Agent. In the event that no successor shall have been appointed as the Custodian and Paying 

Agent within such sixty day period, the Bank may petition any court of competent jurisdiction to 

appoint a successor Custodian and Paying Agent. 

(b) Removal. Subject to the provisions of Section 9.l(c), the Company may 

remove and discharge the Bank as the Custodian and Paying Agent (or any successor custodian 

and paying agent thereafter appointed) without cause from the performance of its obligations 

pursuant to this Agreement upon at least thirty days' prior written notice to the Bank. Promptly 

after the giving of notice of removal to the Bank as the Custodian and Paying Agent, subject to 

the provisions ofthe LLC Operating Agreement as it relates to the Company, the Company shall 

appoint, by written instrument, a successor Custodian and Paying Agent. 

(c) Effectiveness. No resignation or removal of the Person serving as 

Custodian and Paying Agent pursuant to Section 9.1(a) or .{Q} shall be effective prior to the 

appointment of a successor Custodial and Paying Agent, the acceptance of such appointment by 

such successor Custodian and Paying Agent and the execution by such successor Custodian and 

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Paying Agent and by the Private Owner (which the Private Owner shall do upon demand of the 

Initial Member), and delivery to the Initial Member, of a Private Owner Pledged Account 

Control Agreement in the form of Exhibit 0 hereto or otherwise satisfactory to the Initial 

Member. 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 of the 

Custodian and the Paying Agent pursuant to this Agreement, as if originally named the 

Custodian and Paying Agent hereunder. One original counterpart of such instrument shall be 

delivered to each of the Company, the Initial Member, the Private Owner, the predecessor 

Custodian and Paying Agent and the successor Custodian and Paying Agent. 

(d) Transfer of Documents. In the event of any removal or resignation as 

Custodian and Paying Agent, the Bank promptly shall transfer to the successor Custodian and 

Paying Agent, as directed, all Custodial Documents, all funds deposited in the Accounts and all 

executed original counterparts of the Private Owner Pledged Account Control Agreement, in the 

possession of the Paying Agent, and the Company and the 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 the Custodian and Paying Agent under this Agreement. 

(e) Costs. The Company shall be responsible for payment to the successor 

Custodian and Paying Agent of all fees and expenses of the successor Custodian and Paying 

Agent and any fees and expenses for transferring Custodial Documents and funds deposited in 

the Accounts to the successor Custodian and Paying Agent except with respect to the Private 

Owner Pledged Account, the fees and expenses with respect to which are to be paid by the 

Private Owner. 

ARTICLE X 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

Section 10.1 Representations. Warranties and Covenants. 

(a) The Bank as the Custodian and Paying Agent, the Company, the Initial 

Member and the Private Owner, as applicable, represent and warrant to each other as follows: 

(i) it has the requisite power and authority and the legal right to 

execute and deliver, and to perform its obligations under, this Agreement, and has taken all 

necessary corporate or other action to authorize its execution, delivery and performance of this 

Agreement; 

(ii) no consent or authorization of, filing with, or other act by or in 

respect of, any United States or non-United States national, federal, state, local or provincial or 

international government or any political subdivision of any governmental, regulatory or 

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Custodial and Paying Agency Agreement 

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administrative authority, agency or commission, or judicial or arbitral body, and no consent of 

any other Person (including any stockholder or creditor) is required in connection with the 

execution, delivery, performance, validity or enforceability ofthis Agreement by it; and 

(iii) this Agreement has been duly executed and delivered on behalf of 

it and constitutes a legal, valid and binding obligation of it enforceable in accordance with its 

terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, 

moratorium or similar Laws affecting the enforcement of creditors' rights generally and by 

general principles of equity (whether enforcement is sought in a proceeding in equity or at Law). 

(b) The Bank as Custodian and Paying Agent represents and warrants to the 

Company, the Initial Member, and the Private Owner that the Bank is a Qualified Custodian and 

Paying Agent. 

Section 10.2 Insurance. At its own expense, the Custodian and Paying Agent shall 

maintain at all times and keep in full force and effect (i) fire and other casualty insurance, (ii) 

fidelity insurance, (iii) theft of documents insurance, (iv) forgery insurance, and (v) errors and 

omissions insurance. All such insurance shall be in amounts, with standard coverage and subject 

to deductibles, as are customary for insurance typically maintained by financial institutions 

which act as paying agent and as custodian of collateral substantially similar to the Custodial 

Documents. 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 11.1 Custodian and Paying Agent Report. 

(a) The Custodian and Paying Agent shall cause to be furnished to the Private 

Owner and the Initial Member, no later than 12:00 noon, New York City time, on each 

Distribution Date, a report for the applicable Due Period (the "Custodian and Paving Agent 

Report") with respect to the Assets and Collateral (including the Accounts setting forth in 

reasonable detail the balances of and any investments in the Accounts as of such date and all 

deposits to and disbursements from such Accounts, including the date on which made, since the 

date of the previous repm1) held by the Custodian and 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 hereto. The Custodian and 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 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 on information 

included in (i) the Manager's Monthly Report for the applicable Due Period and certified by an 

Authorized Representative of the Manager, (ii) the Cash Flow and Distribution Report for the 

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applicable Due Period and certified by an Authorized Representative of the Manager and (iii) 

such other information as may be agreed upon by the parties, all as set forth in Exhibit K hereto. 

Section 11.2 Additional Reports. 

(a) Within two Business Days after receipt of a written request of the 

Company for a Custodial Report or an updated Asset Schedule and Exception List, the Custodian 

and Paying Agent shall provide the requesting party with the Custodial Report or the updated 

Asset 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 

time by the Company. 

Section 11.3 Company and Servicer Distribution Date Accounting. For each Due 

Period, no later than five Business Days prior to the related Distribution Date, the Company shall 

prepare and deliver or cause the Manager to prepare and deliver to the Paying Agent and the 

Initial Member a report which shall specifY the amounts and recipients of all funds to be 

distributed by the Paying Agent on the relevant Distribution Date (using (for purposes of clause 

.(y} of the Priority of Payments) the Working Capital Reserve Target specified in such report but 

otherwise as determined as of the close of business on the applicable Determination Date) and 

shall be certified by an Authorized Representative (who shall be the chief financial officer (or an 

equivalent officer)) of the Company (the "Cash Flow and Distribution Report"); provided, 

however, that (unless the Company and the Initial Member agree otherwise) the Initial Member 

will prepare and deliver to the Paying Agent the Cash Flow and Distribution Report for all Due 

Periods ending prior to or during the calendar month in which the final Servicing Transfer Date 

occurs, and each such Cash Flow and Distribution Report shall be due no later than two (rather 

than five) Business Days prior to the related Distribution Date. The Cash Flow and Distribution 

Report shall be a portion of the Monthly Report to be provided to the Paying Agent and the 

Initial Member in accordance with the LLC Operating Agreement. The Cash Flow and 

Distribution Report shall contain the following information: 

(a) the aggregate amount of Asset Proceeds received during the applicable 

Due Period and deposited into the Collection Account in accordance with Section 3.1(a); 

(b) 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) the amount described in Section 11.3(a), 

plus (B) the total amount of funds transferred from the Working Capital Reserve Account into 

the Collection Account during the applicable Due Period, plus (C) the total amount of Excess 

Working Capital Advances deposited in the Collection Account during the applicable Due Period, 

plus (D) the total amount of Discretionary Funding Advances deposited in the Collection 

Account during the applicable Due Period, less (E) the total amount of funds withdrawn from the 

Collection Account as permitted pursuant to Section 3.1 during the applicable Due Period, plus 

(F) [intentionally omitted], plus (G) [intentionally omitted], plus (H) the total amount of funds 

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Custodial and Paying Agency Agreement 

Version 3.Ll 
transferred into the Collection Account during the applicable Due Period pursuant to Section 8.1, 

plus (I) an amount equal to any net interest or other earnings credited to the Collection Account 

(in respect of investments of the funds therein) during such Due Period, as determined by the 

Paying Agent and reported pursuant to Section 4.2, less (J) an amount equal to any net loss 

charged to the Collection Account (in respect of investments of the funds therein) during such 

Due Period, as determined by the Paying Agent and reported pursuant to Section 4.2; and 

(ii) the amounts payable from the Distribution Account (following the 

transfer from, and from the amount to be transferred from, the Collection Account to the 

Distribution Account described in clause (b)(i)) on such Distribution Date pursuant to the 

Priority of Payments, itemized by each clause or sub-clause ofthe Priority of Payments. 

(c) Any other amounts or calculations required by Section 5.1. 

Section 11.4 Distribution Date Instructions. Each Cash Flow and Distribution Report 

shall contain, or be accompanied by, irrevocable instructions to the Paying Agent to (i) transfer 

from the Collection Account to the Distribution Account the amount described in Section 

11.3Cb)(i) and (ii) withdraw on the related Distribution Date from the Distribution Account and 

pay or transfer (on such Distribution Date) the amounts set forth in such report in the manner 

specified, and in accordance with the priorities established, in Section 5 .1. 

Section 11.5 Books and Records. The Paying Agent shall maintain all such accounts, 

books and records as may be necessary to record properly all transactions carried out by it with 

respect to the Accounts, including all disbursements therefrom. The Paying Agent also shall 

maintain a complete and accurate set of files, books and records regarding the Assets and the 

Collateral. This obligation to maintain a complete and accurate set of records shall encompass 

all files in the Custodian and Paying Agent's custody, possession or control pertaining to the 

Assets and the Collateral, including all Custodial Documents. The Paying Agent shall permit the 

Company and the Initial Member to examine all such accounts, books and records and shall 

permit the Private Owner to examine such accounts, books and records that relate to the Private 

Owner Pledged Account; provided, however, that any such examination shall occur upon 

reasonable prior notice and during normal business hours. 

ARTICLE XII 


NO ADVERSE INTERESTS 


Section 12.1 No Adverse Interests. By execution of this Agreement, the Bank 

represents and warrants that no Responsible Officer ofthe Bank has any actual knowledge of any 

adverse interest, by way of security or otherwise, in any Asset. The Bank shall not pledge, 

encumber, hypothecate, transfer, dispose of, or otherwise grant any third party interest in, any of 

the Assets pursuant to this Agreement. Notwithstanding any other provisions ofthis Agreement 

and without limiting the generality of the foregoing, neither the Custodian nor the Paying Agent 

(nor any Person claiming by or through either of them) shall at any time exercise or seek to 

enforce any claim, right or remedy, including any statutory or common law rights of set-off, if 

any, that the Custodian or the Paying Agent may otherwise have against all or any part of a 

Custodial Document, Asset or proceeds of either. For the purposes of this Section 12.1, a 

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2012-SIP-1 Structured Transaction 


Custodial and Paying Agency Agreement 


Version3.I.l 

Responsible Officer ofthe Bank means any managing director, director, associate, principal, vice 

president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any 

other officer of the Bank customarily performing functions similar to those performed by any of 

the above designated officers and directly responsible for the administration of this Agreement 

and also means, with respect to a particular corporate trust matter, any other officer to whom 

such matter is refen·ed because of his or her knowledge of and familiarity with the particular 

subject. 

ARTICLE XIII 


LIABILITY AND INDEMNIFICATION 


Section 13 .1 Liability: Indemnification. 

(a) Except with respect to the Private Owner Pledged Account and, if 

applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, the 

Company shall indemnify and hold harmless the Custodian and Paying Agent and the directors, 

officers, agents and employees of the Custodian and Paying Agent from and against any and all 

Losses of any kind or nature whatsoever that 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 heretmder unless such Losses were imposed on, incurred by or asserted against the 

Custodian and Paying Agent because of the breach by the Custodian and Paying Agent of its 

obligations pursuant to this Agreement, which breach was caused by negligence, lack of good 

faith or willful misconduct on the part of the Custodian and Paying Agent or any directors, 

officers, agents or employees of the Custodian and Paying Agent. The foregoing 

indemnification shall survive any resignation or removal of the Custodian and Paying Agent or 

the termination or assignment of this Agreement. 

(b) The Private Owner shall indemnify and hold harmless the Paying Agent 

and the directors, officers, agents and employees of the Paying Agent from and against any and 

all Losses of any kind or nature whatsoever that may be imposed on, incurred by or asserted 

against it or them in any way relating to or arising out of this Agreement with respect to the 

Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit 

in, or credited to, such Account, or any action taken or not taken by it hereunder with respect to 

the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on 

deposit in, or credited to, such Account, unless such Losses were imposed on, incurred by or 

asserted against the Paying Agent because of the breach by the Paying Agent of its obligations 

pursuant to this Agreement with respect to the Private Owner Pledged Account or, if applicable, 

any funds or Permitted Investments on deposit in, or credited to, such Account, which breach 

was caused by negligence, lack of good faith or willful misconduct on the part of the Paying 

Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing 

indemnification shall survive any resignation or removal of the Paying Agent or the termination 

or assignment ofthis Agreement. 

(c) In the event that the Custodian fails to produce a Custodial Document that 

was not identified as an Exception in the then controlling Asset Schedule and Exception List 

within two Business Days after required or requested by the Company, and such Custodial 

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2012-SIP·l Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3.1.1 
Document is not outstanding pursuant to a Request for Release and Receipt of the Custodial 

Documents in the form attached as Exhibit H hereto (a "Custodial Deliverv Failure"), then (i) 

with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred 

and has continued in excess of three Business Days, the Custodian promptly shall deliver to the 

Company upon request a Lost Instrument Affidavit in the form attached hereto as Exhibit L 

(unless the original Note shall have been delivered prior to such time) and (ii) with respect to any 

missing document related to such Asset, including a missing Note, (A) the Custodian shall 

indemnify the Company in accordance with Section 13 .1(d) and .(ill at the Company's option, at 

any time the long term obligations of the Custodian are rated below the second highest rating 

category of Moody's Investors Service, Inc. or Standard and Poor's Ratings Group, a division of 

McGraw-Hill Companies, Inc., the Custodian shall obtain and maintain an insurance bond 

naming the Company and its successors in interest and assigns as loss payees, insuring against 

any losses associated with the loss of such document, in an amount equal to the then-outstanding 

principal balance of the related Asset or such lesser amount requested by the Company in the 

Company's sole discretion. 

(d) The Custodian and Paying Agent shall indemnify and hold harmless the 

Company, the Initial Member and its directors, officers, employees, agents and designees, from 

and against any and all Losses of any kind or nature whatsoever that 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 of any of the conditions, representations, warranties or obligations of 

the Custodian and Paying Agent contained in this Agreement; provided, however, that in no 

event 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 tennination or assignment of this Agreement. 

ARTICLE XIV 


CUSTODIAN AND PAYING AGENT 


Section 14.1 Reliance ofCustodian and Paving Agent. 

(a) Documents; Communications. The Custodian and Paying Agent may rely 

conclusively on any request, instruction, certificate, direction, receipt, demand, consent, 

resolution, statement, instrument, opinion, report, notice or other document or communication 

furnished to the Custodian and Paying Agent pursuant to this Agreement or any Asset Document 

that the Custodian and Paying Agent believes in good faith (i) to have been signed or presented 

by an Authorized Representative of the party required to sign or present such document and (ii) 

conforms in form to the requirements of this Agreement; provided, however, that in the case of 

any request, instruction, certificate, direction, receipt, demand, consent, resolution, statement, 

instrument, opinion, report, notice or other document or communication which by any provision 

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 

ofthis Agreement and any Asset Document. 

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Version 3.1.1 
(b) Requested Instructions. If the Custodian and Paying Agent requests 

instructions from the Company, the Initial Member or the Private Owner, as applicable, with 

respect to any act, action or failure to act in connection with this Agreement, the Custodian and 

Paying Agent shall be entitled (without incurring any liability therefor to the Company or any 

other Person) to refrain from taking such action and continue to refrain from acting unless and 

until the Custodian and Paying Agent shall have received written instructions from the Company, 

the Initial Member or the Private Owner, 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 Party delivered to the Custodian 

and Paying Agent. 

(d) Reliance on Experts. The Custodian and Paying Agent may consult with 

and obtain advice from reputable and experienced outside counsel, certified public accountants 

that are nationally recognized, or other experts and the advice or any opinion of such counsel, 

accountants or other experts shall be full and complete authorization and protection in respect of 

any action taken or omitted by it pursuant to this Agreement in good faith and in accordance with 

such advice or opinion of counsel, accountants or other experts. 

(e) Limited Risk. None of the 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 pursuant to this Agreement, 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, the Servicer or any Subservicer, shall be the successor of 

the Custodian and Paying Agent pursuant to this Agreement without the execution or filing of 

any paper with any party to this Agreement or any further act on the part of any ofthe parties to 

this Agreement except where an instrument oftransfer or assignment is required by Law to effect 

such succession, anything in this Agreement to the contrary notwithstanding; provided, however, 

that any such successor shall satisfy the representations, warranties and covenants set forth in 

Section 10.1 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 days after the 

consummation of any such transaction. At no time shall an Affiliate of the Company, the 

Servicer or any Subservicer be the Custodian and Paying Agent pursuant to this Agreement. 

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ARTICLE XV 


TAXES 


Section 15.1 Tax Reports. The Custodian and Paying Agent shall not be responsible 

for the preparation or filing of any reports or returns relating to federal, state or local income 

Taxes with respect to this Agreement, other than in respect ofthe 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 pursuant to this 

Section 15.2 shall survive the termination ofthe other provisions ofthis Agreement. 

ARTICLE XVI 


TERM 


Section 16.1 Term. This Agreement shall terminate upon (a) the final payment or other 

liquidation of all of the Assets (including all Acquired Property), (b) the release and delivery to 

the Company of all Custodial Documents held by or in the possession of the Custodian in 

accordance with the terms of this Agreement and (c) the disbursement in accordance with the 

terms hereof of all of the funds and financial assets on deposit in all of the Accounts. 

Notwithstanding anything to the contrary herein, this Agreement may be terminated without 

cause upon at least thirty days' prior vvritten notice to the Custodian and Paying Agent, by the 

Company. 

ARTICLE XVII 


AUTHORIZED REPRESENTATIVES 


Section 17.1 Authorized Representatives. Each individual designated as an Authorized 

Representative of any Person is authorized to give and receive notices, requests and instructions 

and to deliver certificates and documents in connection with this Agreement on behalf of such 

Person, and the specimen signature for each such Authorized Representative, initially authorized 

pursuant to this Agreement, is set forth on Exhibit M hereto. From time to time, any Person may, 

by delivering to the other parties hereto a revised copy of Exhibit 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 (including, to the extent applicable, initially specify) such Person's 

Authorized Representatives (and amend this Agreement to so provide), but until a new Exhibit 

M or resolution, incumbency certificate or similar document with the information regarding such 

successor (or initial) Authorized Representatives is delivered to a party in accordance with this 

Agreement, that party shall be entitled to rely conclusively on the Exhibit M or resolution, 

incumbency certificate or similar document, as applicable, last delivered hereunder. The parties 

acknowledge and agree that unless and until the occurrence of an Event of Default pursuant to 

the LLC Operating Agreement and the removal of the Private Owner as the Manager pursuant to 

28 

2012-SIP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3.1.1 
the LLC Operating Agreement, the Private Owner in its capacity as the Manager will have the 

right to designate Authorized Representatives ofthe Manager to act (on behalf of the Manager in 

its capacity as such) as Authorized Representatives of the Company, and that notwithstanding 

any provisions in this Agreement to the contrary, however, upon the delivery of written notice to 

the Custodian and Paying Agent by the Initial Member of the occurrence of an Event of Default 

by the Private Owner pursuant to the LLC Operating Agreement and the removal of the Private 

Owner as the Manager pursuant to the LLC Operating Agreement, the Initial Member or the 

replacement Manager appointed pursuant to Section 3.13(a) of the LLC Operating Agreement 

will have the right to designate replacement Authorized Representatives ofthe Company. 

ARTICLE XVIII 


NOTICES 


Section 18.1 Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be delivered in accordance with (and subject to) the provisions of the Notice 

Schedule (which Notice Schedule is hereby incorporated by reference); provided, that, service of 

any ·writ, process or summons in any suit, action or proceeding arising out of, relating to, or in 

connection with this Agreement or any Transaction Document shall be subject to the applicable 

provisions in Section 19.3(c). A copy of each notice or other communication to the Company 

hereunder shall contemporaneously be delivered to the Initial Member. 

ARTICLE XIX 


MISCELLANEOUS 


Section 19.1 Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS TO BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE 

OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT 

MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT 

TO THE LAW OF ANOTHER JURISDICTION AND EACH PARTY TO THIS 

AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO 

ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL 

ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 19.2 Waiver of Jury Trial. EACH OF THE COMPANY, THE INITIAL 

MEMBER, THE PRIVATE OWNER 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. 

29 

2012-S1P-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3.Ll 
Section 19.3 Jurisdiction; Venue and Service. 

(a) Each of the Company, the Private Owner and the Bank, in each case on 

behalf of itself and its Affiliates, hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any such Affiliate 

commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Transaction Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum other than the court in which the Initial Member files the suit, 

action or proceeding without the consent ofthe Initial Member; 

(B) assert that venue is improper in either the United States 

District Court for the Southern District of New York or the United States District Court for the 

District ofColumbia; or 

(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York for any suit, action or proceeding against it or any such Affiliate commenced by the 

Initial Member arising out of, relating to, or in connection with this Agreement or any 

Transaction Document (other than the LLC Operating Agreement), and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent ofthe Initial Member; 

(B) assert that venue is improper in the Supreme Court of the 

State ofNew York; or 

(C) assert that the Supreme Court of the State of New York is 

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by it or any such 

Affiliate against the Initial Member in only either the United States District Court for the 

Southern District of New York or the United States District Court for the District of Columbia, 

and waives any right to remove or transfer such suit, action or proceeding to any other court or 

dispute-resolution forum without the consent of the Initial Member and agrees to consent 

thereafter to transfer 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 ofthe Initial Member; 

30 

2012-SIP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3.1.1 
(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 19.3(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court of the State of New York, and waives any 

right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent ofthe Initial Member; and 

(v) agrees, in any suit, action or proceeding that is brought in the 

Supreme Court of the State of New York for New York County in accordance with the above 

provisions of this Section 19.3(a), to request that such suit, action or proceeding be referred to 

the Commercial Division of such Court. 

(b) Each of the Company, the Private Owner and the Bank, in each case 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 of the Company, the 

Private Owner and the Bank, in each case on behalf of itself and its Affiliates, 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 (and the Notice Schedule) (with copies to such other Persons as 

specified in such Section 18.1 or the Notice Schedule); provided, however, that the foregoing 

shall not affect the right of any party to serve process in any other manner permitted by Law. 

Each of the Company, the Private Owner and the Bank, in each case on behalf of itself and its 

Affiliates, fmiher agrees that any such service of writs, process or summonses in any suit, action 

or proceeding pursuant to Section 19.3(a) or Section 19.3(b) on FDIC (in any capacity) shall be 

in accordance with requirements of applicable Law (including 12 CFR section 309.7(a)), with 

additional delivery of a copy of such writ, process or summons to the FDIC (in its applicable 

capacity(ies)) pursuant to the notice provisions in Section 18.1 (and the Notice Schedule). 

(d) Nothing in this Section 19.3 shall constitute (i) consent to jurisdiction in 

any court by the FDIC (in any capacity), other than as expressly provided in Section 19.3(a)(iii) 

and Section 19.3(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit 

Insurance Act or other applicable law relating to commencement, jurisdiction, venue, limitations, 

administrative exhaustion, judicial review, removal, remand, continuation or enforcement 

(including as to limitations on attachment or execution upon assets in the possession of the 

FDIC) of actions by or against the FDIC (in any capacity), or in which the FDIC (in any 

capacity) is a party, including 12 U.S.C. § 1819(b), 1821(c), 1821(d), and 1821(j). 

Section 19.4 Counterparts. This Agreement may be executed in two or more 

counterparts, each of which shall be deemed an original but all of which together shall constitute 

but one and the same agreement. This Agreement and any amendments hereto, to the extent 

signed and delivered by facsimile or other electronic means, shall be treated in all manner and 

respects as an original agreement and shall be considered to have the same binding legal effect as 

31 

2012-SIP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3.1.1 
ifit were the original signed version thereof delivered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 

fact that any signature or agreement was transmitted or communicated through the use of a 

facsimile machine or other electronic means as a defense to the formation or enforceability of a 

contract and each such Person forever waives any such defense. 

Section 19.5 Severability. Any provision of this Agreement which is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) 

or @, such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (x) modify such provision (including, 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 the ability of any party to this Agreement to appeal any court ruling or the effect of 

any favorable ruling on appeal or the intended effect of Section 19 .I. 

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 Initial Member, the Private Owner and the Bank 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. 

(a) Except as is permitted pursuant to the provisiOns of this 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 of the Company and any such purported assignment or delegation without such 

consent shall be void ab initio. This Agreement shall be binding on and inure to the benefit of 

the parties hereto and their respective successors and permitted assigns, and (subject to Section 

32 

2012-SIP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3. 1.1 
19.8(b)), no other Person or Persons shall have any rights or remedies under or by reason of this 

Agreement. Without limiting the generality of the preceding sentence, this Agreement shall be 

binding on and inure to the benefit of (i) any successor "Initial Member" under, and in 

accordance with, the LLC Operating Agreement and (ii) any successor "Private Owner" under, 

and in accordance with, the LLC Operating Agreement. 

(b) To the extent that this Agreement confers directly any rights, remedies or 

other benefits upon the Transferor (or any Existing Servicer), this Agreement (subject to Sections 

19.I and 19.2 hereof as ifthe Transferor was a party hereto) also shall inure to the benefit of, and 

may be enforced by, the Transferor. 

Section 19.9 Rights Cumulative. The rights, powers and remedies ofthe Custodian and 

Paying Agent, the Initial Member, the Private Owner and the Company pursuant to this 

Agreement shall be in addition to all rights, powers and remedies given to the Custodian and 

Paying Agent, the Initial Member, the Private Owner and the Company by virtue of any statute 

or rule of Law, or any other agreement, all of which rights, powers and remedies shall be 

cumulative and may be exercised successively or concurrently. 

Section 19.10 Amendments. Subject to the requirements of the LLC Operating 

Agreement as they relate to the Company, this Agreement may be amended from time to time by 

written agreement signed by (i) the Company, the Initial Member, and the Custodian and Paying 

Agent and (x) if such amendment relates to the Private 0\Vner Pledged Account or the 

Qualifying Cash Collateral, the Private Owner, and (y) if such amendment relates to the 

Transferor (or any Existing Servicer), the Transferor, or (ii) if such written agreement relates 

solely to the Private Owner Pledged Account or, if applicable, any funds or Permitted 

Investments on deposit in, or credited to, such Account, the Initial Member, the Private Owner 

and the Paying Agent. 

Section 19.11 Headings. Paragraph titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit, extend or 

describe the scope of this Agreement or the intent of any provisions hereof. All section and 

paragraph references contained herein shall refer to sections and paragraphs in this Agreement 

unless otherwise specified. 

Section 19.12 Non-petition. Notwithstanding anything in this Custodial Agreement to 

the contrary, the Bank, in its capacity as Custodian and/or Paying Agent hereunder, shall not, 

prior to the date which is one year and one day after the termination of this Agreement, institute 

or join, or join or assist any other Person in instituting or joining, (i) any Insolvency Proceeding 

with respect to the Company or the Private Owner or any of their respective Subsidiaries or (ii) 

any proceeding for the appointment of a receiver, liquidator, assignee, custodian, trustee, 

sequestrator or similar official for, or for any substantial part ofthe property of, the Company or 

the Private Owner or any of their respective Subsidiaries, or for the ordering of the dissolution, 

winding-up or liquidation of the affairs of the Company or the Private Owner or any of their 

respective Subsidiaries. 

(remainder ofpage intentionally left blank) 

33 

2012-SIP-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3.1.1 
IN WITKESS WI IEREOF. the l3ank, the Initial \'kmber, the Private Owner and the 

Company !lave each caused tl1is Agreement to be executed as of the date first written above. 

Companv 

2012-Sll'-1 VENTl'RE, LLC 

By: TENNESSEE LOA!\ PORTFOLIO 

PRIVATE 0\\'1\ER. LLC, its IVlanagcr 

l3y: Tennessee Loan AcquisitiDn Venture, 

L.P.. 

By: 

'\Jamc: Derek Smith 

Title: 

By: ----·- - --·-- ­

'\Jame: Robert O'Leary 

Title: Authorized Signatory 

Initial :vtcmher· 

FEDERAL DEPOSIT INSURA~CE 

CORPORATION I~ ITS CAPACITY AS 

RECEIVER TEN~ESSEE CO:\"li\lERCE BANK, 

FRANKLIN, TENNESSEE. as Initial Member 

By:------------·--··--­

1\ame: William P. Stewart 

Title: Senior Capital ~vlarkets Specialist 

~\li~~-SIP-1 s~!!!Ctt!ft•J Tr;llhiKLfm 

Cu')l·"nti.l: ~:nJ P...:.\tns A~~nc\ .-\g,ree:.~h.-~nt 

Vc:-~lrn 3 I 1 
Private Owner 

TEN:\IESSEE LOAN PORTF'OLIO PIUVATE 

0\VNER, Ll,C 

Ry: 

R): 

Name: Derek Smith 

Title: ~ e • I • I • e a 

By: -------;~:-- :"-lame: Robert O'Leary 

Title: Authorized Signatory 

\VELLS FARGO BANK, KA.. 3 national 

association. as the Bank 

Hy: ----------­

t\ame: Amy Mofscnson 

Title: Vice President 

:!U) 2-su~.j St:-t:cLm.:L r:-~n')dl..'ilt)J1 

Cu-;~ndJa: a:hi l,a~ :ng. Ag:~,_~nl·\ ·\pcc:lkTt 

Ver:-;1o:1 ~ I : 
11\: WIT:-\ESS WHEREOF. the Bank. the Initial \lemhcr. the Private Owner and the 

Compan) have each caused this Agreement to be eC>:ecuted as of the date first \Hitten above. 

Com pan\· 

2012-SIP-1 VENTLRE. LLC 

By: 	 TE\1\JESSEE l.OAI\ PORTFOLIO 

PIUVATE 0\\''-JER. LLC. its Iv1anagcr 

By: 	 Tennessee Loan .\cquisition Vcntun:. 

L.P.. its managing member 

By: 

Narm:: 

Title: 

By: 

:-lame: 

Title: 

Initial :Vlember 

FEDERAL DEPOSIT 1:'\'SURAi'\CE 

CORPORATTO~ I~ ITS CAPACITY AS 

RECEIVER TEI\~ESSEE CO\cJ:VIERCE BAl\K, 

FRA:\IKLIJ\, TE:\1\ESSEE. as lnitiall\lember 

~::.]~ ·S!J->.1 ~t:-uc:ur-t:J r::~flS<.Ci;flf! 

( ".J~1Ptktl a:1.! P.tvinr A__'_t.lh.:" Ar.r~·:..·nTn~ 

\'c·"l•>r' ., I I 
Pr·ivate (hvner 

TE:\~ESSE£ LOAN PORTFOLIO PRIVATE 

0\V:\ER, LLC 

13y: 	 Tennessee Loan Acquisition Venture, L.P.. 

its managing member 

By: _____ 


Name: 


Titil': 


By:--------­

\lame: 


Title: 


\VELLS FARGO HA~K, 1\.A.. a national 

association, as the Bank 

By: 

Name: my scnson 

Title: Vice President 

[Sign~tLrc }-l;_t~es h.} Cu<;to::hal and PJ.ymg A;cn::2- Agrec:r.ent] 

~~c::-SlP-1 Suuclwt..'J r:.m~~:ct:un 

( • 1••<:;(\l.iral .1mi P~!;.rr:g. ;\f'.;.-..qc~· ,;\ga•er":lf':H 

Vri~~L!ll 3 1 i 
EXHIBITE 


FORM OF COLLATERAL CERTIFICATE 


______,20U 


2012-SIP-1 Venture, LLC 

c/o Sabal Financial Group, L.P. 

4675 MacArthur Court, Suite 1550 

Newport Beach, CA 92660 

Attention: R. Patterson Jackson and Mark Foster 

Re: 	 Custodial and Paying Agency Agreement, dated as of October 18, 2012, by and among 

2012-SIP-1 Venture, LLC, as the Company, Tennessee Loan Portfolio Private Owner, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member, and Wells Fargo Bank N.A, as the Custodian and 

Paying Agent ("Custodial and Paying Agency Agreement"). 

Ladies and Gentlemen: 

In accordance with the provisions of Section 6.1 (b) of the Custodial and Paying Agency 

Agreement, the undersigned, as Custodian, hereby certifies that (a) attached hereto is an Asset 

Schedule and Exceptions List as of the date hereof and (b) other than the Exceptions listed as 

part of such Asset Schedule and Exceptions List attached hereto (i) (x) it has received all of the 

Custodial Documents with respect to each Asset identified on the Asset Schedule and Exceptions 

List attached hereto, and (y) the Custodial Documents for each such Asset are as listed on such 

Asset Schedule and Exceptions List, (ii) all Custodial Documents have been reviewed and 

examined by the Custodian, and (iii) based upon its examination of the Custodial Documents, 

such documents meet the Review Criteria and appear (v) regular on their face (i.e., are not 

mutilated, damaged, torn, defaced or otherwise physically altered); (w) to relate to the Assets 

with respect to which they purport to relate; (x) to have been executed by the named parties; (y) 

to be what they purport to be; and (z) where applicable, to be recorded. 

The Custodian makes no representations in or by this Certificate and/or the Custodial and 

Paying Agency Agreement as to: (i) the validity, legality, enforceability or genuineness of any 

of the Custodial Documents or any of the Assets, or (ii) the collectability, insurability, 

effectiveness or suitability of any ofthe Assets. 

Initially capitalized terms used and not otherwise defined herein shall have the meanings 

assigned to such terms in (including without limitation by reference in) the Custodial and Paying 

Agency Agreement. 

Exhibit E-1 

2012-SlP-l Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1. 1 
-----------------------

In confirmation of your acknowledgement of the foregoing, please sign this certificate in 

the place provided below and return an executed copy to us. 

Wells Fargo Bank, N.A., as the Custodian 


By: ___________________ 


Name: 


Title: 


Acknowledged: 

2012-SIP-1 Venture, LLC, as the Company 

By: Tennessee Loan Portfolio Private Owner, LLC, 

its Manager 

By: Tennessee Loan Acquisition Venture, L.P., 

its managing member 

By: _____________________ 


Name: ______________ 


Title: Authorized Signatory 


By: _____________________ 


Name: _______ 


Title: Authorized Signatory 


Exhibit E-2 

2012-SlP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3~ L l 
EXHIBITF 

REVIEW CRITERIA 

1. The Note and Mortgage each appear to bear an original signature or signatures 

purporting to be the signature or signatures of the Person or Persons named as the maker and 

Borrower, or in the case of copies of the Mortgage, that such copies bear a reproduction of such 

signature. 

2. The amount of the Note IS the same as the amount specified on the related 

Mortgage and Asset Schedule. 

3. The original mortgagee is the same as the payee on the Note. 

4. The Mortgage contains a legal description other than address, city and state; 

provided that Custodian shall have no responsibility for the accuracy, validity or completeness of 

such legal description. 

5. The notary section (acknowledgment) IS present and attached to the related 

Mortgage and is signed. 

6. None of the original Note, the copy of the Mortgage, or the original Mortgage 

Assignment, contain any notations on their face which appear in the good faith judgment of 

Custodian to evidence any claims, liens, security interests, encumbrances or restrictions on 

transfer or any other alterations which appear irregular on their face, or if altered, such 

alterations have the initials of the person(s) named as the Borrower. 

7. The Note appears to have been endorsed in blank by the original payor or the last 

endorsee. 

8. Each original Mortgage Assignment in blank and any intervening assignment of 

mortgage, if applicable, appears to bear the original signature of the named mmigagee or 

beneficiary including any subsequent assignors, as applicable, or in the case of copies with 

respect to intervening Mortgage Assignments, that such copies appear to bear a reproduction of 

such signature or signatures, and the intervening Mortgage Assignments evidence a complete 

chain of assignment and transfer of the related Mortgage from the originating Person to the 

Company or in the case of a MERS Designated Loan to MERS®. The Custodian shall have no 

obligation to determine whether the certifications referenced in the foregoing sentence are 

authorized or issued by any particular person or officer or by a person who is in fact an 

Authorized Representative or is otherwise authentic. 

9. The date of each intervening Mortgage Assignment is on or after the date of the 

related Mortgage and/or the immediately preceding assignment, as the case may be. 

10. The notary section (acknowledgment) is present and attached to each intervening 

assignment and is signed. 

Exhibit F-1 

20 12-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3J.I 
11. Based upon a review of the Note, the Asset number, the Mortgagor's name, the 

address of the Mortgaged Property, the original amount of the Note, the original mortgage 

interest rate, the date of the Note, the first payment date and the maturity date and any other 

fields as mutually agreed upon as set forth in the Asset Schedule are correct. 

12. The Acquired Property Deed appears to bear an original signature or signatures 

purporting to be the signature or signatures of the Person or Persons named as grantor, or in the 

case of copies of the Acquired Property Deed, that such copies bear a reproduction of such 

signature. 

13. The Acquired Property Deed contains a legal description other than address, city 

and state and has evidence of recording thereon, provided that the Custodian shall have no 

responsibility for the accuracy or completeness of such legal description. 

14. Each document appears to have been executed by the named parties herein. 

15. The Mortgage, Acquired Property Deed and Mortgage Assignments have 

evidence ofrecording. 

16. Each MERS Designated Loan has been issued a MERS® identification number. 

Exhibit F-2 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.Ll 
EXHIBITG 


FORM OF SUPPLEMENTAL DELIVERY CERTIFICATE 


______,20U 


Wells Fargo Bank, N.A, as the Custodian 

9062 Old Annapolis Road 

Columbia, MD 21045 

Attention: Client Services Manager 

Reference: 2012-SIP-1 Structured Transaction 

Re: 	 Custodial and Paying Agency Agreement, dated as of October 18, 2012, by and among 

2012-SIP-1 Venture, LLC, as the Company, Tennessee Loan Portfolio Private Owner, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member, and Wells Fargo Bank, N.A., as the Custodian and 

Paying Agent ("Custodial and Paying Agency Agreement"). 

Ladies and Gentlemen: 

In accordance with the provisions of Section 6.1Cd) of the Custodial and Paying Agency 

Agreement, the Company hereby certifies that: (i) attached is a list of additional Custodial 

Documents relating to the Assets, identifying with respect to each such Custodial Document the 

related Asset or, as the case may be, relating to any newly acquired Acquired Property, and (ii) 

enclosed with this certificate are the Custodial Documents listed on the attached. 

Initially capitalized terms used and not otherwise defined herein shall have the meanings 

assigned to such terms in (including without limitation by reference in) the Custodial and Paying 

Agency Agreement. 

In confirmation of your acknowledgement of the foregoing, please sign this certificate in 

the place provided below and return an executed copy to us. 

Exhibit G-1 

20 12-SlP-1 Stmctured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. Ll 
------------

------------

Acknowledged: 

Wells Fargo Bank, N.A., as the Custodian 

By: _______________________ 

Name: _______________________ 

Title: 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3J.I 

2012-SIP-1 Venture, LLC, as the Company 

By:TENNESSEE LOAN PORTFOLIO PRIVATE 

OWNER, LLC, its Manager 

By:Tennessee Loan Acquisition Venture, L.P., 

its managing member 

By: -------------------------­ Name: 

Title: Authorized Signatory 

By:---------­


Name: 


Title: Authorized Signatory 


Exhibit G-2 
EXHIBITH 

REQUEST FOR RELEASE AND RECEIPT OF CUSTODIAL DOCUMENTS 

To: Wells Fargo Bank, N.A, as the Custodian 

9062 Old Annapolis Road 

Columbia, MD 21045 

Attention: Client Services Manager 

Reference: 2012-SIP-1 Structured Transaction 

Re: Custodial and Paying Agency Agreement, dated as of October 18, 2012, by and among 

2012-SIP-1 Venture, LLC, as the Company, Tennessee Loan Portfolio Private Owner, LLC, as 

the Private Owner, the Federal Deposit Insurance Corporation in its capacity as the Receiver, as 

the Initial Member, and Wells Fargo Bank, N.A., as the Custodian and Paying Agent ("Custodial 

and Paving Agency Agreement"). 

In connection with the administration of the Custodial Documents held by you as the 

Custodian pursuant to the Custodial and Paying Agency Agreement, we request the release, and 

acknowledge and certify receipt of, the Custodial Documents for the Assets described on 

Schedule A attached hereto for the reason indicated below. 

Reason for Requesting Documents (check one) 

1. 	 Loan to be paid in full or received or discounted pay-off accepted or to be 

accepted as payment in full. 

2. 	 Loan to be foreclosed on, or to be modified or restructured, or deed to be accepted 

in lieu thereof or required pursuant to comi order or other reason related to 

litigation, as permitted under the Custodial and Paying Agency Agreement. 

3. 	 Asset agreed to be sold. 

If some or all of the Custodial Documents for a specified Asset have been previously 

released to us, please release to us any additional Custodial Documents in your possession 

relating to that Asset. If item 2 is checked, upon our retum, as appropriate, of the Custodial 

Documents to you as Custodian, please acknowledge your receipt by signing in the space 

indicated below, and retuming this form. 

Exhibit H-1 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1.1 
------------------------

------------

Acknowledged: 


Wells Fargo Bank, N.A., as the Custodian 


By: _____________________ 


Name: 


Title: 


2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3J.l 

2012-SIP-1 Venture, LLC, as the Company 

By:TENNESSEE LOAN PORTFOLIO PRIVATE 

OWNER, LLC, its Manager 

By:Tennessee Loan Acquisition Venture, L.P., 

its managing member 

By: _____________________ 


Name: 


Title: Authorized Signatory 


By: ______________________ 


Name: ____________ 


Title: Authorized Signatory 


Exhibit H-2 
-------

EXHIBIT I 


REQUEST FOR RELEASE AND RECEIPT OF PRIVATE OWNER PLEDGED 


ACCOUNT CONTROL AGREEMENT 


To: Wells Fargo Bank, N.A, as Paying Agent 

9062 Old Annapolis Road 

Columbia, MD 21045 

Attention: Client Services Manager 

Reference: 2012-SIP-1 Structured Transaction 

Re: Custodial and Paying Agency Agreement, dated as of October 18,2012, by and among 

2012-SIP-1 Venture, LLC, as the Company, Tennessee Loan Portfolio Private Owner, LLC, as 

the Private Owner, the Federal Deposit Insurance Corporation in its capacity as the Receiver, as 

the Initial Member, and Wells Fargo Bank, N.A., as the Custodian and Paying Agent ("Custodial 

and Paying Agencv Agreement"). 

In connection with the administration of the Private Ovvner Pledged Account Control 

Agreement held by you as the Paying Agent pursuant to the Custodial and Paying Agency 

Agreement, we request the release, and acknowledge and certify receipt of, the Private Owner 

Pledged Account Control Agreement. 

Initial Member 


By: __________________________ 


Name: 


Title: 


Schedule A to Exhibit I 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1.! 
EXHIBIT J 


FEES AND EXPENSES OF CUSTODIAN AND PAYING AGENT1 


1. 	 To be provided by Custodian and Paying Agent. 

Exhibit J-1 

20 12-S IP-l Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.Ll 
EXI-IIRJT J 


FEES OF Tl IE CUSTODIA~ Ai'JD PA Yl ·c; A(iF 'T 

EXHIBITK2 


CUSTODIAN AND PAYING AGENT REPORT 


To be separately provided by the FDIC as an Excel document, and included in final version of the Exhibits to 

the Custodial and Paying Agency Agreement. 

Exhibit K-1 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3, Ll 
Exhibit K 

CUSTODIAN AND PAYING AGENT REPORT 

For Due Period Ending [insert date] 

TOTAL FUNDS FOR DISTRIBUTION $ 

Distributions: 

To Custodian and Paying Agent 

Custodian and Paying Agent Fees and Expenses $ 

To Working Capital Reserve Account 

Replenishment of Working Capital Reserve $ 

To Private Owner/Manager 

Reimbursement of Excess Working Capital Advances 

Interim Management Fee 

Management Fee 

Distribution on Equity 

Total to Private Owner/Manager 

$ 

$ 

(1) 

(2) 

To Initial Member 

Interim Servicing Fee 

Distribution on Equity 

Total to Initial Member 

$ 

$ 

( 1) 

TOTAL DISTRIBUTIONS $ 

Notes: 

( 1) Applicable only to Interim Servicing Period. 

(2) Applicable to Due Periods following the Interim Servicing Period. 

Working Capital Reserve Target $ 
----------------

EXHIBIT L 


FORM OF LOST INSTRUMENT AFFIDAVIT 


(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference 

to Exhibit Land the language "Form ofLost Instrument Affidavit" above.) 

STATE OF ______ § 


§ 


COUNTY OF _____ § 


LOST INSTRUMENT AFFIDAVIT 

(2012-SIP-1 Structured Transaction) 

Before me, the undersigned authority, personally appeared 

___________, who upon being duly cautioned and sworn deposes and says and 

represents and warrants, to the best ofhis /her knowledge, as follows: 

1. That s/he is the for Wells Fargo Bank, N.A., whose 

address is 9062 Old Am1apolis Road, Columbia, MD 21045 (the "Custodian"). 

2. The Custodian is the document custodian for 20 12-SIP-1 Venture, LLC 

(the "Company") and, as such, was in possession of certain documents with respect to that 

certain loan, obligation or interest in a loan or obligation evidenced by a promissory note, 

evidencing an indebtedness or evidencing rights in an indebtedness (the "Instrument"), as 

follows: 

Loan Number: _______________ 

Name ofMaker: ______________ 

Original Principal Balance: __________ 

Date of Instrument: 

3. That the original Instrument has been lost or misplaced. The Instrument 

was not where it was assumed to be, and a diligent search to locate the Instrument was 

undertaken, without results. 

4. That if the Custodian subsequently locates the Instrument, the Custodian 

shall use reasonable efforts to provide written notice to the Company and deliver the Instrument 

to the Company in accordance with written instructions received from the Company (or such 

other party designated in writing by the Company). 

5. That the purpose of this affidavit is to establish such facts. This affidavit 

shall not confer any rights or benefits, causes or claims, representations or warranties (including, 

Exhibit L-1 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.!.1 
without limitation, regarding ownership or title to the Instrument or the obligations evidenced 

thereby) upon the Company, its successors or assigns. 

6. That the Custodian hereby indemnifies and holds harmless the Company 

and its Affiliates and their respective successors, assigns, directors, officers, employees, 

contractors and agents (the "Indemnified Parties") from and against any and all claims 

(including any claim by any individual or entity for the collection of any sums due under or with 

respect to the Instrument), liabilities, losses, damages, costs and expenses (including reasonable 

attorneys' fees) incurred by any ofthe Indemnified Parties and arising out of or resulting from (i) 

the Custodian's inability to find the Instrument and deliver it to the Company, or (ii) any 

inaccuracy or misstatement of fact, or a breach of any representation, warranty or agreement or 

duty contained, in this affidavit. 

7. This affidavit shall be governed by and construed in accordance with the 

laws ofthe State ofNew York without reference to any rules of conflicts oflaws that might refer 

the governance or construction ofthis affidavit to the law of any other jurisdiction. 

Wells Fargo Bank, N.A. 

By: __________________________________ 


Name: _______ 


Title: 


Signed and sworn to before me this __ day of__________ 

Notary Public 


[SEAL] My Commission expires: _____ 


Exhibit L-2 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3J.I 
--------

ACKNO\VLEDGMENT 


STATE OF _______ § 

§ 

COUNTY OF ______ § 

Before me, the undersigned authority, a Notary Public in and for the county and 

state aforesaid, on this day personally appeared , known to 

me to be the person whose name is subscribed to the foregoing instrument, as 

of acting in the capacity stated above, and acknowledged to 

me that s/he executed the same as the act of , for the 

purposes and consideration therein expressed, and in the capacity therein stated. 

Given under my hand and seal of office on this the ___ day of 

---------'20_ 

Notary Public 

[SEAL] My Commission expires: ________ 

Exhibit L-3 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1.1 
EXHIBIT \1 


AliTIIORIZED REPRESE:\fTATIVFS 


I. i\utlwriz~:d Representatives ol'thc Company. 3 

Signature 

Mark Foster 

\1ark .Jacob..s.. 

Signature 

Signaturc 

' Authorized Representatives o!'thc i\lan::tger: 

Signature 

Signature 

Signature 

3. 	 l'ut·suant Ill Scctiun 17.1 ol' th..: Custodial and i>a~ in!-! :\gcncy .\grt:cmcnt. unl~s;; and untiltlic cc:.·ur:..:tlc'..: of an 

L\c:ill ur Lkl~tult pursuant l\l th..: Ll.C Operating :\,.:,rc:cmcnt and the ICllh)\'(il oi' til<.: l'rivdll.: 0\I'IIC:r as the 

\ lanag;:r pur,;uant tn the LI.C Opcr:1ting .\~:rccm..:nt, the~ Private 011 ncr in its c·apacit) a'> the\ lana~.n IYill ha1..: 

lhL· ri!_,hl 10 dcsitlll~1tv :\utlwrizvd Rc·prc·sc·nwtiv.:s 11f the r--Lmag.:r to act (cll1 h.:h~1lf of th: i\l:t11ag.:r in ib 

c:1pac:it~· :1s sucl11 as i\utlwri;t:d Rt:pr..:scnt;lli\ t:s uC the Company. 

F-.:hihit !\1-1 

~ •1>~11'-i :--tluel.:icJ 'lrdm;l-:::.~r: 

l.\;11h:L.., tv Cu ... todl.t. ;:nd Pa\ l'l;_' -"r:..'llt.:\ \~~~;.·~.,;: l'..::lt 

\\:r:-.:un 3 ] 1 
-L 

3. Authorized Representatives of'the Custodian and Paying Agent: 

Signature 

.luch_j~is'-'-h'-"e'-'-1______ 

Signatun: 

Signature 

Authoriz\:.'d Representatives uCthe Initial tvktnhcr and the Transkru1·: 

Falph\l<llami 

Signature 

Signature 

~jJJi.<un P. Stewart 

Signature 

Pariclwrt Thcpvnngs 

Signature 

5. Authurizcd Representatives of the Private 0\\ner: 

Signature 

!VI au rc c n U?D n a L"""""'IC!.:1t~o:.!.n!...____ 

Signature 

Signature 

l:xh ibit 1\l-2 
: \\"..:. 

\I 

' ~ . • .. l : t . 

\t ·- -· 

:·,\I 
3. Authorized Representatives nfthe Custodian and Paying Agent: 

Signature 

JudY Rishd 

Signature 

~B~r~ia~n~s~·,~n~it~h~----------

Signature 

-+. 	 Authorized RepresentatiVL'S of the Initial l\.1emher and the Transferor: 

galph lVlalami 

Signature 

\\ illiam P. Ste}~~l!..!rt____ 

Purichart Thepvonus 

Signature 

5. 	 Authurizcd Representatives of the Private Owner: 

R. Patterson Jackson 

Signature 

l'vlark Foster 

Signature 

Signature 

l'vlark Jacobs 

Signature 

Signature 

2{: l :2~SIP~ 1 Strudwt..'C Tran:;::.tct1on 

f:~hd"lrt~.o tn l 'u:.;l:nllul anJ l'u\ Ill,:.! AFl'IH.'\ A;.!l~'\.'llll..'lil 

Vcrston3 l I 
EXHIBITM 


AUTHORIZED REPRESEI\TATIVES 


I. Authorized Representatives ofthe Com 

\lark roster 

Signature 

Signature 

i'vlark)<J_C\)b.,_s_______ 

Signature 

Signature 

2. i\ uthorizcd Rcprescntati ves of the i\1anage 

R. Patterson .Jackson 

Signature 

!'vtaurccn Connaughton 

Signature 

Signature 

Urian Laibo\\ 

Signature 

3. 	 Pursuant to Section l 7 .l of the Custodial and Paying Agency Agreement. unless and until the occurrence of an 

Event of Default pursuant to the LLC Operating Agreement and the remo\'al of the Private 0\\Iler as the 

[\tanager pursuant to the LLC Operating 1\gn:cmcnt. the Privat:: Owner in its capacity as the [\!anager will have 

the right tu designate i\uthmit.cd Representatives of the \1anager ttl act (on behalf ,,f the \lanager in its 

capm:ity as such) a~ Authorized R~.:prc.:scntativcs of the Company. 

Exhibit M-1 

:!1.'•! 2-SIP~ I Struct~trcJ TransJCl!(il: 

F\hihtto.; !n Cu~t~l:ltal and P:1~ u:~ :\t!e!h'~ .'\tr,:L!L'I!h.:r~t 

\'c't>ltlll ' I I 
3. i\uthoriz<.:d Representatives ofthc Custodian and Paying Agent: 

Signature 

.lud\ Rishel 

Signature 

Signature 

4. Authorized Represematives of the Initial :>v!em ber and the Transferor: 

Signature 

Signature 

William P. Stewart 

S ignaturc 

Parichart lhcpvon!!s 

Signature 

5. Authoriz~.:d Rcprcsentativ~:s of the rr· 

R. Patterson Jackson 

\llaurcen CQt)JJ<~J~giH,.::::o.!.!n___ 

Signature 

Signature 

Brian Laibm\ 

Signature 

Exhibit M-2 

Vcr')tonJ I l 
EXHIBIT M 

ACTIIORIZED REPRESENTATIVES 

I. 	 ;\ uthorizcd Representatives of the Company .

3 

Ji. Patterson Jm:kson 

Signature 

\l~r.h .. [Qst~r 

Signature 

rvlaun:cn Connau!!hton 

\!lark .Jacobs 

/\ uthori~.:cd Representatives nf the l'vlanager: 

Si~naturc 

!\lark Foster 

Signature 

Mark Jacobs 

3. 	 Pursuant to Section 17 .I of the ( 'ustodial and l'aymg Agency Agn.:cmc:nt. unless and until the occum~nce of an 

E\'ent of DeL'lUit pursuant to the LLC Operating Agreement and the removal of thl: Private Owner as the 

rv!Jnager pursuant to the LLC Operating Agreement, the l'rivaw OwJH:r in ib capacity as the Manager will have 

the right w designate Authorized Representatives of the: l'\'lanagcr to act (on behalf of the Manager in its 

capa~:ity as such) a' r\ uthorizt:u Reprcst:ntatives of the Company. 

Exhibit M-1 

~)~i~-SIP-1 S::LJ<..:Wr::d Trim.)a~·t1on 

J.'xhd•1ts tn ('~J.,.t(d:a: and P;-1\ ltl£;' Ar,c:K) A['JC'("flll'rli 

v~'"'"' 1 1 : 
3. Authorized R~prcscntatives ofthe Custodian and Paying Agent: 

Signature 

.Judv Rishel 

Signature 

Signa tun: 

4. 	 Authorized Representatives ofth<.: Initial tvkmber am.! the Transferor: 

Ralrh \ilalami 

Signature 

Signature 

\Villiam P. Stc\vart 

Signature 

Signatun: 

5. 	 A uthnrized Reprcscntat ivcs nf the Private Owner: 

Signature 

t-dark Foster 

Signature 

f\.'1 ark .I ncn!,~1s'---------

Exhibit \1-2 

20: :!·SIP-1 Struca:rcJ Tran~acttJn 

b.:dnh1ts :ol'u,tuJiul ami I'a:, Ill~ ilL'~ Ill.'\ ..\gr~c:n~nt 

V~:rston J ! I 
EXHIBIT 0 

FORM OF PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

THIS PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

(as the same shall be amended or supplemented, this "Agreement") is made and entered into as 

of October 18, 2012 by and among 20 12-SIP-1 Venture, LLC, a Delaware limited liability 

company (the "Private Owner"), the FEDERAL DEPOSIT INSURANCE CORPORATION in 

its capacity as Receiver, as the Initial Member under the LLC Operating Agreement, acting 

herein for itself and for the benefit of the Company and the Indemnified Parties as defined in the 

LLC Operating Agreement (in such capacity, or any successor thereto as the "Initial Member" 

under the LLC Operating Agreement, the "Initial Member") and Wells Fargo Bank, N.A, a 

national association (the "Bank"). 

WHEREAS, for purposes of this Agreement, all terms used in this Agreement 

(including in the preamble and recitals hereto) that are defined in, or by reference in, that certain 

Agreement of Definitions - 20 12-SIP-1 Structured Transaction dated as of the date hereof among 

the parties hereto and certain others (as the same may be amended from time to time in 

accordance with the terms set forth herein for the amendment of this Agreement) (the 

"Agreement of Definitions"), and are not otherwise defined herein, shall have the meanings and 

definitions given, or referred to, in the Agreement of Definitions; 

WHEREAS, pursuant to the Custodial and Paying Agency Agreement, the Private 

Owner is required to establish and maintain the "Private Owner Pledged Account" with the 

Bank; 

WHEREAS, the Private Owner has established the following account with the 

Bank in the name of the Private Owner for the benefit of the Initial Member (for itself and for the 

further benefit of the Indemnified Parties), which account is to be maintained with the Bank 

pursuant to the Custodial and Paying Agency Agreement (the "Private Owner Pledged 

Account"): the Private Owner Pledged Account bearing account number [ ; and 

WHEREAS, the Private Owner has, pursuant to the LLC Operating Agreement, 

assigned by way of collateral security and granted to the Initial Member (for itself and for the 

benefit of the Indemnified Parties) a first priority security interest in the Private Owner Pledged 

Account and all amounts held therein and the proceeds thereof as collateral for the Private 

Owner Obligations; 

NOW, THEREFORE, in consideration of the foregoing and for other good and 

valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties 

Exhibit Q-1 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.LI 
hereby (in the case of the Bank, in its individual capacity and in its capacity as the "Paying 

Agent" under the Custodial and Paying Agency Agreement) agree as follows: 

Section 1. Transfers to and from the Private Owner Pledged Account: Control; 

Conflicting Orders or Instructions. (a) The Private Owner Pledged Account shall be funded 

pursuant to the terms of the Custodial and Paying Agency Agreement and the LLC Operating 

Agreement. The parties agree that all amounts received by the Bank for credit to the Private 

Owner Pledged Account are, except as provided below, to be used for the purposes set forth in 

the Custodial and Paying Agency Agreement and the LLC Operating Agreement. The Bank 

agrees that if at any time it shall receive any order from the Initial Member (i) directing 

disposition of funds in the Private Owner Pledged Account or (ii) directing transfer or 

redemption of the financial assets relating to the Private Owner Pledged Account, the Bank shall 

comply with such entitlement order or instruction without further consent by the Private Owner 

or any other Person. The Bank shall not (i) except as expressly permitted below with respect to 

Pennitted Investments, act on any instruction or entitlement order of the Private Owner or any 

other Person (other than the Initial Member) without the prior written consent of the Initial 

Member, or (ii) cause or permit withdrawals from the Private Owner Pledged Account in any 

manner not approved by the Initial Member in writing. The Private Owner may direct the Bank 

to cause funds in the Private Owner Pledged Account to be invested in Permitted Investments 

(which shall remain in and be credited to the Private Owner Pledged Account) pursuant to the 

Custodial and Paying Agency Agreement (but may not request any transfers or withdrawals from 

the Private Owner Pledged Account, including in connection with or as a result of such Pem1itted 

Investments, it being understood that any such withdrawals, including as may be permitted 

pursuant to the Custodial and Paying Agency Agreement, shall be pursuant to instructions by, or 

with the written consent of, the Initial Member); provided, that, from and after receipt by the 

Bank of a written notice from the Initial Member that an Event of Default has occurred and is 

continuing (a "Notice of Event of Default"), the Bank shall cease to comply with any such 

instructions or entitlement orders from the Private Owner with respect to Permitted Investments 

and shall comply exclusively with the Initial Member's instructions and entitlement orders 

concerning the investment and disposition of funds and financial assets in the Private Owner 

Pledged Account without further consent of the Company. 

(b) Notwithstanding anything to the contrary contained herein, if at any time 

the Bank shall receive conflicting orders or instructions from the Initial Member and the Private 

Owner, the Bank shall follow the orders or instructions of the Initial Member and not the Private 

Owner. 

Section 2. Private Owner Pledged Account. The Bank hereby confirms and agrees 

that: 

(a) Neither the Bank nor the Private Owner shall change the name or account 

number of the Private Owner Pledged Account without the prior written consent of the Initial 

Member; 

(b) The Private Owner Pledged Account is a "deposit account" (as defined in 

Section 9-102(a)(29) of the NY UCC) or "securities account" (as defined in Section 8-501 ofthe 

Exhibit Q-2 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3J.I 
NY UCC) and the Bank is a "bank" (as defined in Section 9-102(a)(8) of the NY UCC) and a 

"securities intermediary" (as defined in Section 8-1 02( a)(14) of the NY UCC); 

(c) If and to the extent the Private Owner Pledged Account is a "securities 

account" (as defined in Section 8-501 ofthe NY UCC): 

(i) all securities, financial assets or other property credited to the 

Private Owner Pledged Account other than cash shall be registered in the name of the Bank, 

indorsed to the Bank or in blank or credited to another securities account maintained in the name 

of the Bank. In no case will any financial asset credited to the Private Owner Pledged Account 

be registered in the name of the Private Owner, payable to the order of the Private Owner or 

specially indorsed to the Private Owner unless the foregoing have been specially indorsed to the 

Bank or in blank; 

(ii) all financial assets delivered to the Bank pursuant to the Custodial 

and Paying Agency Agreement will be promptly credited to the Private Owner Pledged Account; 

and 

(iii) the Bank hereby agrees that each item of property (whether 

investment property, financial asset, security, instrument or cash) credited to the Private Owner 

Pledged Account (to the extent that it constitutes a "securities account" (as defined in Section 8­

501 of the NY UCC)) shall be treated as a "financial asset" within the meaning of Section 8­

102(a)(9) of the NY UCC; 

(d) Without limitation of the Initial Member's rights under Section 1 above, 

from and after receipt of a Notice of Event of Default from the Initial Member, the Bank shall 

comply with any stop payment orders given by the Initial Member with respect to items 

presented for payment by the Private Owner; 

(e) There are no other agreements entered into between the Bank and the 

Private Owner with respect to the Private Owner Pledged Account other than the Custodial and 

Paying Agency Agreement and the LLC Operating Agreement that would affect the Bank's 

abilities to carry out its duties as set fmih herein; 

(f) The Bank has not entered into, and until the termination of this Agreement 

will not enter into, any agreement with any other Person relating to the Private Owner Pledged 

Account and/or any funds held therein pursuant to which it has agreed, or will agree, to comply 

with entitlement orders (as defined in Section 8-102(a)(8) of the NY UCC) or instructions 

(within the meaning of Section 9-104 of the NY UCC) of such other Person; and 

(g) The Bank has not entered into, and until the termination of this Agreement 

will not enter into, any agreement with the Private Owner purporting to limit or condition the 

obligation of the Bank to comply with entitlement orders (as defined in Section 8-1 02( a)(8) of 

the NY UCC) or instructions (as defined in Section 9-104 ofthe NY UCC) ofthe Initial Member 

as set forth in above. 

Exhibit Q-3 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1.1 
Section 3. Private Owner Pledged Account Acknowledgement. The Private Owner 

hereby acknowledges that (i) the Private Owner Pledged Account is the "Private Owner Pledged 

Account" referenced in the LLC Operating Agreement, and (ii) for purposes of the pledge of a 

first priority lien on and security interest in the Private Owner Pledged Account under the LLC 

Operating Agreement, the security interest granted thereunder includes a security interest in all 

amounts on deposit in the Private Owner Pledged Account, and any and all Investment Property, 

Financial Assets or other Propetiy (including uninvested funds) from time to time credited to the 

Private Owner Pledged Account or deposited or carried therein, any and all investments made 

with funds therein, and any and all proceeds, products, income, benefits, substitutions or 

replacements to any of the foregoing, whether now owned or existing, or hereafter acquired and 

arising in. For purposes of this Section 3, "Investment Property", "Financial Assets" and 

"Property" shall each have the meaning given to such terms in the NY UCC. 

Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Bank has 

or subsequently obtains by agreement, by operation of law or otherwise a security interest in the 

Private Owner Pledged Account or any funds held therein, the Bank hereby agrees that such 

security interest shall be subordinate to the security interest of the Initial Member. The funds 

and other items deposited into the Private Owner Pledged Account will not be subject to 

deduction, set-off, banker's lien, or any other right in favor of any Person other than the Initial 

Member (except that the Bank may set off (i) all amounts due to the Bank in respect of 

customary fees and expenses for the routine maintenance and operation of the Private Owner 

Pledged Account (excluding fees payable pursuant to (ii) the face amount of any 

checks which have been credited to the Private Owner Pledged Account but are subsequently 

returned unpaid because of uncollected or insufficient funds, and (iii) other returned items or 

mistakes made in crediting the Private Owner Pledged Account). 

Section 5. CHOICE OF LAW. 

(a) Law Governing this Agreement. EACH PARTY TO THIS 

AGREEMENT AGREES AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 

OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS 

AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 

THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS 

RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE 

CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, 

AND EACH PARTY TO THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY 

WAIVES ANY CLAIM TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION 

GOVERN THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

(b) Regardless of any provision in any other 

agreement to the contrary, New York shall be the Bank's jurisdiction for purposes of Section 9­

304 of the NY UCC and the "securities intermediary's jurisdiction" for purposes of Section 8­

110 of the NY UCC. 

Exhibit Q-4 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
(c) The Private Owner 

Pledged Account shall be governed by the laws of the State ofNew York. 

Section 6. Conflict with Other Agreements; Amendment. In the event of any conflict 

between this Agreement (or any portion hereof) and any other agreement between the Private 

Owner and the Bank now existing or hereafter entered into, the tem1s of this Agreement shall 

prevail. No amendment or modification of this Agreement or waiver of any right hereunder shall 

be binding on any party hereto unless it is in writing and is signed by all of the parties hereto. 

Section 7. Adverse Claims. Except for the claims and interests of the Initial Member 

and the Private Owner in the Private Owner Pledged Account, the Bank does not have actual 

knowledge of any claim to, or interest in, the Private Owner Pledged Account or in any 

"financial assets" (as defined in Section 8-1 02(a) of the NY UCC), cash or funds credited 

thereto. If any Person (other than the Initial Member) asse1is any Lien, encumbrance or adverse 

claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar 

process) against the Private Owner Pledged Account or against any funds held therein, upon a 

Responsible Officer of the Bank receiving written notice of such lien, encumbrance or adverse 

claim, the Bank will promptly notify the Initial Member and the Private Owner thereof. For the 

purposes of this Section 7, a "Responsible Officer" of the Bank means any managing director, 

director, associate, principal, vice president, assistant vice president, secretary, assistant 

secretary, treasurer, assistant treasurer, trust officer or any other officer of the Bank customarily 

performing functions similar to those performed by any of the above designated officers and 

directly responsible for the administration of this Agreement and also means, with respect to a 

particular corporate trust matter, any other officer to whom such matter is referred because of his 

or her knowledge of and familiarity with the particular subject. 

Section 8. The terms of this Agreement shall be binding upon, and shall 

inure to the benefit of, the parties hereto and their respective successors and assigns (including, 

for the avoidance of doubt, the Persons from time to time constituting the "Initial Member" 

under the LLC Operating Agreement (in their respective capacities as such)). 

Section 9. Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be delivered in accordance with (and subject to) the provisions of the Notice 

Schedule (which Notice Schedule is hereby incorporated by reference); provided, that, service of 

any writ, process or summons in any suit, action or proceeding arising out of, relating to, or in 

connection with this Agreement or any Transaction Document shall be subject to the applicable 

provisions in Section 14(c). 

Section 10. Termination. The obligations of the Bank to the Initial Member pursuant 

to this Agreement shall continue in effect until the earlier of (i) the Initial Member has notified 

the Bank of termination of this Agreement in writing or (ii) the Bank has resigned or been 

removed under the terms of the Custodial and Paying Agency Agreement and (x) all funds 

deposited in the Private Owner Pledged Account have been transferred to the successor to the 

Bank. as Custodian and Paying Agent, pursuant to Section 9.l(d) of the Custodial and Paying 

Agency Agreement, and (y) such successor Custodian and Paying Agent and the Private Owner 

Exhibit Q-5 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1.1 
(which the Private Owner will do upon demand of the Initial Member) executes and delivers to 

the Initial Member a Private Owner Pledged Account Control Agreement in the form of Exhibit 

Q to the Custodial and Paying Agency Agreement or otherwise satisfactory to the Initial 

Member. The Initial Member agrees with the Private Owner to provide a Notice of Termination 

in substantially the form of Exhibit A hereto to the Bank on or after the termination of the Initial 

Member's security interest in the Private Owner Pledged Account pursuant to, or as otherwise 

provided by, the terms of the LLC Operating Agreement. 

Section 11. Limitation of Liability; Indemnification of the Bank. The Private Owner 

and the Initial Member hereby agree that (a) the Bank is released from any and all liabilities to 

the Private Owner and the Initial Member arising from the terms of this Agreement and 

compliance by the Bank with the terms hereof, except to the extent that such liabilities arise from 

the Banl('s bad faith, willful misconduct or negligence and (b) the Private Owner, its successors 

and assigns shall indemnify and save harmless the Bank from and against any loss, liability or 

expense incurred without bad faith, willful misconduct or negligence on the part of the Bank, its 

officers, directors and agents, arising out of or in connection with the execution and performance 

of this Agreement or the maintenance of the Private Owner Pledged Account, including the 

reasonable actual costs and expenses of defending themselves against any claim or liability in 

connection with the performance of any of their powers or duties hereunder. The Bank's right to 

indemnification hereunder shall survive the termination of this Agreement and the earlier 

resignation or removal of the Bank. 

Section 12. Fees. The Bank shall charge such fees for its services under this 

Agreement as shall be set forth in a separate agreement between the Bank and the Private Owner, 

the payment of which fees, together with the Bank's expenses in connection herewith (including, 

without limitation, attomeys' and agents' fees and expenses), shall be the obligation of the 

Private Owner. The obligation of the Private Owner to pay the Bank such fees and reimburse the 

Bank for such expenses shall survive the resignation or removal of the Bank (for all fees and 

expenses incurred prior to such resignation or removal) or the termination or assignment of this 

Agreement. 

Section 13. Counterparts. This Agreement may be executed in any number of 

counterparts, including by facsimile or other electronic means of communication, all of which 

shall constitute one and the same instrument, and any party hereto may execute this Agreement 

by signing and delivering one or more counterparts. 

Section 14. Jurisdiction; Venue and Service. 

(a) Each of the Private Owner and the Bank, in each case on behalf of itself 

and its Affiliates, hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any other Transaction Document, and waives any right to: 

Exhibit Q-6 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.Ll 
(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum other than the court in which the Initial Member files the suit, 

action or proceeding without the consent of the Initial Member; 

(B) assert that venue is improper in either the United States 

District Court for the Southern District of New York or the United States District Court for the 

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum. 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York for any suit, action or proceeding against it or any of its Affiliates commenced by the 

Initial Member arising out of, relating to, or in connection with this Agreement or any other 

Transaction Document (other than the LLC Operating Agreement), and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of the Initial Member; 

(B) assert that venue is improper in the Supreme Court of the 

State ofNew York; or 

(C) assert that the Supreme Court of the State of New York is 

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by the Private 

Owner, the Bank, or its Affiliates against the Initial Member arising out of, relating to, or in 

connection with this Agreement or any other Transaction Document in only either the United 

States District Court for the Southern District of New York or the United States District Court 

for the District of Columbia, and waives any right to remove or transfer such suit, action or 

proceeding to any other court or dispute-resolution forum without the consent of the Initial 

Member, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the 

United States District Court for the Southern District of New York or the United States District 

Court for the District of Columbia at the option of the Initial Member; 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 14(a)(iii), to bring that suit, 

action or proceeding in only the Supreme Court of the State of New York, and waives any right 

to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent of the Initial Member; and 

(v) agrees, in any suit, action or proceeding that is brought in the 

Supreme Court of the State of New York for New York County in accordance with the above 

Exhibit Q-7 

2012-S!P-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1.1 
provisions of this Section 14(a), to request that such suit, action or proceeding be referred to the 

Commercial Division of such Court. 

(b) Each of the Private Owner and the Bank, in each case on behalf of itself 

and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered 

against it in any suit, action or proceeding falling within Section 14(a) may be enforced in any 

court of competent jurisdiction. 

(c) Subject to the provisions of Section 14Cd), each of the Private Owner and 

the Bank, in each case on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally agrees that service of all writs, process and summonses in any suit, action or 

proceeding pursuant to Section 14(a) or Section 14(b) may be effected by the mailing of copies 

thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to 

Section 9 (and the Notice Schedule) (with copies to such other Persons as specified therein); 

provided, however, that the foregoing shall not affect the right of any party to serve process in 

any other manner permitted by Law. Each of the Private Owner and the Bank, in each case on 

behalf of itself and its Affiliates, further agrees that any such service of writs, process or 

summonses in any suit, action or proceeding pursuant to Section 14(a) or Section 14(b) on FDIC 

(in any capacity) shall be in accordance with requirements of applicable Law (including 12 CFR 

section 309. 7(a)), with additional delivery of a copy of such writ, process or summons to the 

FDIC (in its applicable capacity(ies)) pursuant to the notice provisions in Section 9 (and the 

Notice Schedule). 

(d) Nothing in this Section 14 shall constitute (i) consent to jurisdiction in any 

court by the FDIC (in any capacity), other than as expressly provided in Section 14(a)(iii) and 

Section 14(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit Insurance 

Act or other applicable Law relating to commencement, jurisdiction, venue, limitations, 

administrative exhaustion, judicial review, removal, remand, continuation or enforcement 

(including as to limitations on attachment or execution upon assets in the possession of the 

FDIC) of actions by or against the FDIC (in any capacity), or in which the FDIC (in any 

capacity) is a party, including 12 U.S.C. § 1819(b), 1821(c), 182l(cl), and 1821G). 

Section 15. Balance Repmis. The Bank agrees, at the written request of the Initial 

Member on any clay on which the Bank is open to conduct its regular banking business other 

than a Saturday, Sunday or public holiday (a "Business Day"), to make available to the Initial 

Member a report ("Balance Report") showing the available balance in the Private Owner 

Pledged Account as of the beginning of such Business Day, either on-line or by electronic mail, 

at the Bank's option. The Company expressly consents to this transmission of information. 

Section 16. Rules of Construction. The Rules of Construction apply to this 

Agreement. 

Exhibit Q-8 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1.1 
Section 17. Representations of the Bank. The Bank hereby represents: 

(a) The Private Owner Pledged Account has been established as set forth 

herein and the Private Owner Pledged Account will be maintained in the manner set forth herein 

until termination of this Agreement; 

(b) The Private Owner Pledged Account is either (i) a "securities account" (as 

defined in Section 8-501 of the NY UCC) or (ii) a "deposit account" (as defined in Section 9­

102(a)(29) ofthe NY UCC); 

(c) The Bank is a "securities intermediary" within the meaning of Section 8­

102(a)(14) of the NY UCC and a "bank" within the meaning of Section 9-102(a)(8) of the NY 

UCC; 

(d) The Bank is not a "clearing corporation" within the meaning of Section 8­

102(a)(5) of the NY UCC; and 

(e) This Agreement is the valid and legally binding obligation of the Banlc. 

[SIGNATURE PAGE FOLLOWS] 

Exhibit Q-9 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3J.I 
----------

---------

IN WITNESS WHEREOF, the parties hereto have caused this Private Owner 

Pledged Account Control Agreement to be executed as of the day and year first above written. 

Private Owner: 

TENNESSEE LOAN PORTFOLIO PRIVATE 

OWNER,LLC 

By:Tennessee Loan Acquisition Venture, L.P., its 

managing member 

By: ------------------------­
 Name: 


Title: Authorized Signatory 


By: ------------------------­
 Name: 


Title: Authorized Signatory 


Initial Member: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR TENNESSEE COMMERCE 

BANK, FRANKLIN, TENNESSEE 

By: 

Name: William P. Stewart 

Title: Senior Capital Markets Specialist 

Bank: 

WELLS FARGO BANK, N.A., 

Name: Amy Mofsenson 

Title: Vice President 

Exhibit Q-1 0 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version3.1.1 
EXHIBIT A 


FORM OF NOTICE OF TERMINATION 


[LETTERHEAD OF INITIAL MEMBER] 


[Date] 


Wells Fargo Bank, N.A. 

90623 Old Annapolis Road 

Columbia, MD 21045 

Attention: Client Services Manager 

Reference: 2012-SIP-1 Structured Transaction 

Re: Notice of Termination of Private Owner Pledged Account Control Agreement 

You are hereby notified that the Private Owner Pledged Account Control Agreement, 

dated as of October 18, 2012 among you, the undersigned and 2012-SIP-1 Venture, LLC (the 

"Private Owner"), a copy of which is attached hereto (the "Agreement"), is terminated and that 

you have no further obligations to the Initial Member pursuant to the Agreement. 

Notwithstanding any previous instructions to you, you are hereby instructed to accept all future 

directions with respect to the Private Owner Pledged Account from the Private Owner. This 

notice tem1inates any obligations you may have to the Initial Member with respect to the Private 

Owner Pledged Account; provided, that nothing contained in this notice shall alter any 

obligations which you may otherwise owe to the Initial Member pursuant to any other 

agreement. Capitalized terms used but not defined in this notice shall have the meanings given 

to them in the Agreement. 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAP A CITY AS 

RECEIVER FOR TENNESSEE COMMERCE 

BANK, FRANKLIN, TENNESSEE 

Name: William P. Stewart 

Title: Senior Capital Markets Specialist 

Exhibit Q-11 

2012-SIP-l Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version3.1.1 
------

Acknowledged and Agreed: 

TENNESSEE LOAN PORTFOLIO PIUV ATE OWNER, LLC, 

as Private Owner 

By: Tennessee Loan Acquisition Venture, L.P ., 

its managing member 

Name: 


Title: Authorized Signatory 


Name: ______ 


Title: Authorized Signatory 


Exhibit Q-12 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.J.J 
EXHIBIT R 

FORM OF PO/MANAGER DISTRIBUTION INSTRUCTION 

[LETTERHEAD OF INITIAL MEMBER] 

PO/MANAGER DISTRIBUTION INSTRUCTION 

[Date] 

To: 	 Wells Fargo Bank, N.A., as the Paying Agent 

9062 Old Annapolis Road 

Columbia, MD 21045 

Attention: Client Services Manager 

Reference: 20 12-SIP-1 Structured Transaction 

Re: 	 Custodial and Paying Agency Agreement, dated as of October 18, 2012, by and among 

2012-SIP-1 Venture, LLC, as the Company, Tennessee Loan Portfolio Private Owner, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member, and Wells Fargo Bank, N.A., as the Custodian and 

Paying Agent ("Custodial and Paying Agency Agreement"). 

This is a PO/Manager Distribution Instruction, being delivered pursuant to Section 5.1(a) of the 

Custodial and Paying Agency Agreement. All capitalized terms used but not defined herein are 

used as defined in (including without limitation by reference in) the Custodial and Paying 

Agency Agreement. 

The undersigned, as the Initial Member, hereby instructs the Paying Agent as follows, in each 

case with respect to [Option 1: all amounts otherwise payable to the Private Own.er (in any 

capacity, including as the Manager) by the Paying Agent under the Transaction Documents (the 

"Affected Distributions"), including, without limitation, the following:] [Option 2: the 

following amounts otherwise payable to [the Private Owner] [or] [the Manager] (the "Affected 

Distributions")]: 

1. [any distributions with respect to [the Management Fee or Interim Management 

Fee pursuant to Section 5.1(b)(iii) ofthe Custodial and Paying Agency Agreement[;] [and] 

2. [any distribution for repayment of Excess Working Capital Advances pursuant to 

Section 5.1(b)(iv) of the Custodial and Paying Agency Agreement][;] [and] 

Exhibit R-1 

2012-S!P-l Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
3. [any distribution of Distributable Cash pursuant to Section 5.1(b)(ix) of the 

Custodial and Paying Agency Agreement (including as a result of any other provision in the 

Transaction Documents directing such application pursuant to such Section 5.1(b)(ix)), to the 

extent payable to the Private Owner (and without affecting any distribution to the Initial Member 

of its allocable share of any such Distributable Cash)][; and] 

4 [any distributions (otherwise payable to the [Private Owner] [or] [the Manager][, 

as applicable,] held by the Paying Agent pursuant to [that certain PO/Manager Distribution 

Instruction, dated as 

[OPTION A - SUSPEND AFFECTED DISTRIBUTIONS: Until further written notice from 

the Initial Member setting forth otherwise, the Initial Member hereby directs the Paying Agent to 

defer making any such Affected Distributions to [the Private Owner] [and] [the Manager], and to 

hold the same in trust for the [Private Owner] [or] [the Manager][, as applicable] (in each case 

without any accrual of interest or other return). Upon receipt by the Paying Agent of an 

applicable PO/Manager Distribution Reinstatement Notice, the Paying Agent shall (i) release to 

the [Private Owner] [and] [the Manager][, as applicable,] any such Affected Distributions so held 

in trust by the Paying Agent pursuant to the foregoing (or, as applicable, any remaining balance 

thereof in the event of further instructions having been delivered by the Initial Member as to 

remittance of all or any portion thereof), and (ii) resume making such Affected Distributions (on 

a going forward basis, commencing with the Distribution Date occurring after such receipt) to 

the [Private Owner] [and [the Manager][, as applicable,] in accordance with the Custodial and 

Paying Agency Agreement and the LLC Operating Agreement.] 

[OPTION B- REMIT AFFECTED DISTRIBUTIONS (OR PORTION THEREOF): [Until 

fmiher written notice from the Initial Member setting forth otherwise, the Initial Member hereby 

directs the Paying Agent as follows with respect to all such Affected Distributions:] 

[Initial Member to add applicable specific instructions (including applicable wire transfer 

information) regarding remittance of all or a specific portion of the Affected Distributions. At 

the discretion ofthe Initial Member, these instructions may by their terms apply to all Affected 

Distributions, or to a specific aggregate amount (with these instructions automatically 

terminating following remittance ofsuch aggregate amount as directed by the Initial lvfembe1~.] 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAP A CITY AS 

RECEIVER FOR TENNESSEE COMMERCE 

BANK, FRANKLIN, TENNESSEE, as the Initial 

Member 

Exhibit R-2 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3J.l 
------- Name: 

Title: 

Exhibit R-3 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3J.I 
EXHIBITS 

FORM OF PO/MANAGER DISTRIBUTION REINSTATEMENT NOTICE 

[LETTERHEAD OF INITIAL MEMBER] 

PO/MANAGER DISTRIBUTION REINSTATEMENT NOTICE 

[Date] 

To: 	 Wells Fargo Bank, N.A., as the Custodian 

9062 Old Annapolis Road 

Columbia, MD 21045 

Attention: Client Services Manager 

Reference: 20 12-SIP-1 Structured Transaction 

Re: 	 Custodial and Paying Agency Agreement, dated as of October 18, 2012, by and among 

2012-SIP-1 Venture, LLC, as the Company, Tennessee Loan Portfolio Private Owner, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member, and Wells Fargo Bank, N.A., as the Custodian and 

Paying Agent ("Custodial and Paying Agency Agreement"). 

This is a PO/Manager Distribution Reinstatement Notice, being delivered by the Initial Member 

pursuant to Section 5.1 (a) of the Custodial and Paying Agency Agreement. All capitalized terms 

used but not defined herein are used as defined in (including without limitation by reference in) 

the Custodial and Paying Agency Agreement. 

Reference is made to that certain PO/Manager Distribution Instruction, dated as of 20LJ, 

pursuant to which the undersigned instructed the Paying Agent to defer making the applicable 

Affected Distributions (as defined therein, and as so defined, refened to herein as the "Affected 

Distributions") to the [Private Owner] [and] [the Manager][, as applicable], and hold the same in 

trust for the [Private Owner] [or] [the Manager][, as applicable] (in each case without any accrual 

of interest or other return). Pursuant to of the Custodial and Paying Agency 

Agreement, the Initial Member hereby directs the Paying Agent to (i) release to the [Private 

Owner] [and] [the Manager][, as applicable,] any such Affected Distributions so held in trust by 

the Paying Agent (or applicable remaining balance thereof, taking into account any subsequent 

PO/Manager Distribution Instructions having been delivered by the Initial Member in respect 

thereof), and (ii) resume making such Affected Distributions (on a going forward basis, 

commencing with the Distribution Date occuning after the date hereof) to the [Private Owner] 

[and] [the Manager][, as applicable,] in accordance with the Custodial and Paying Agency 

Agreement and the LLC Operating Agreement. 

Exhibit S-1 

2012-SIP-1 Structured Transaction 


Exhibits to Custodial and Paying Agency Agreement 


Version 3J.I 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR TENNESSEE COMMERCE 

BANK, FRANKLIN, TENNESSEE, as the Initial 

Member 

By:________________ 

Name: William P. Stewart 

Title: Senior Capital Markets Specialist 

Exhibit S-2 

2012-SIP-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1.1