SFG Transaction 

EXECUTION VERSION 

CUSTODIAL AND PAYING AGENCY AGREEMENT 


by and among 


2010-1 SFG VENTURE LLC, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


in its corporate capacity, as Purchase Money Notes Guarantor, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


in its capacity as Receiver for Silverton Bank, N.A., as Collateral Agent, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


in its capacity as Receiver for Silverton Bank, N.A., as Initial Member, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


in its capacity as Receiver for Silverton Bank, N.A., as Revolver Lender, 


SQUARE MILE LODGING RECOVERY LLC, as Private Owner, 


and 


WELLS FARGO BANK, N.A., as Bank 


Dated as ofMay 18, 201 0 

Structured Transaction Commercial2010-l SFG LLC 

Custodial and Paying Agency Agreement 

WDC991841388-6.084080.0017 
TABLE OF CONTENTS 


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


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


Section 1.2 Rules of Construction ................................................................................ 15 


ARTICLE II PAYING AGENT AND PURCHASE MONEY NOTES ..................................... 16 


Section 2.1 
 Appointment ofPaying Agent ................................................................... 16 


....................................................................... 16 


......................................................................................................... 16 


............................................................... 17 


....... 19 


................................................................ 19 


................................ 20 


.......................................................34 


Section 2.2 
 Delivery of Documentation 

Section 2.3 
 Duties 

Section 2.4 
 Forms of Purchase Money Notes 

Section 2.5 
 Authorized Amount; Stated Maturity; Denominations; Prepayment. 

Section 2.6 
 Execution, Delivery and Dating 

Section 2.7 
 Registration, Registration of Transfer and Exchange 

Section 2.8 
 Reissuance of Purchase Money Notes 

Section 2.10 
 Payments with Respect to the Purchase Money Notes .............................. 35 


Section 2.11 
 Mandatory Exchange ................................................................................. 36


Section 2.12 


Section 2.13 
 Withholding ............................................................................................... 3 7 


........................................................................... 3 8 


............................................................................................ 3 8 


............................................................................................... 3 8 


........................................................................ 39 


Section 2.14 
 Persons Deemed Owners 

Section 2.15 
 Holder Voting 

Section 2.16 
 Cancellation 

Section 2.17 
 Section 3(c)(7) Procedures 

Mutilated, Defaced, Destroyed, Lost or Stolen Purchase Money 


Notes .......................................................................................................... 34 


Notes Beneficially Owned by Persons Not Qualified Institutional 


Section 2.9 


Buyers or Qualified Purchasers ................................................................. 3 7 


ARTICLE III ACCOUNTS .........................................................................................................40 


Section 3.1 
 Collection Account ....................................................................................40 


.................................................................................41 


..................................................................................41 


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


................................................................................. 4 3 


................................................................................. 43 


............................................................43 


.............................................................. 43 


............................................................... 43 


Section 3.2 
 Distribution Account 

Section 3.3 
 Defeasance Account 

Section 3.4 
 Revolver Account. 

Section 3.5 
 Intentionally Omitted 

Section 3.6 
 Intentionally Omitted 

Section 3.7 
 Excess Working Capital Advances 

Section 3.8 
 Discretionary Funding Advances 

Section 3.9 
 Private Owner Pledged Account. 

ARTICLE IV ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS ....................44 


Section 4.1 Investment of Funds in Accounts ..............................................................44 


Section 4.2 Interest .......................................................................................................45 


Section 4.3 Inadequately Identified Amounts ..............................................................45 


Section 4.4 Payment Procedures ..................................................................................46 


ARTICLE V DISTRIBUTIONS ..................................................................................................46 


Section 5.1 Priority ofPayments ..................................................................................46 


Structured Transaction Commercial2010-l SFG LLC 

Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
Section 5.2 Notices ofPayment Failure .......................................................................47 


ARTICLE VI CUSTODIAL DOCUMENTS ..............................................................................47 


Section 6.1 Delivery of Custodial Documents .............................................................47 


Section 6.2 Examination of Custodian Files; Copies ................................................... 50 


Section 6.3 Shipment of Custodial Documents ............................................................ 51 


ARTICLE VII CUSTODIAN .............. : ....................................................................................... 51 


Section 7.1 Appointment ofthe Custodian ................................................................... 51 


Section 7.2 Obligations ofthe Custodian ..................................................................... 51 


ARTICLE VIII FEES AND EXPENSES .................................................................................... 53 


Section 8.1 Fees and Expenses ..................................................................................... 53 


ARTICLE IX REMOVAL OR RESIGNATION ....................................................... , ................ 54 


Section 9.1 Removal or Resignation ofthe Custodian and Paying Agent ................... 54 


ARTICLE X REPRESENTATIONS, WARRANTIES AND COVENANTS ............................ 55 


Section 10.1 Representations, Warranties and Covenants ............................................. 55 


Section 10.2 Insurance.................................................................................................... 56 


ARTICLE XI REPORTS ............................................................................................................. 56 


Section 11.1 Custodian and Paying Agent Report ......................................................... 56 


Section 11.2 Additional Reports ..................................................................................... 57 


Section 11.3 Company and Servicer Distribution Date Accounting .............................. 57 


Section 11.4 Distribution Date Instructions ................................................................... 58 


Section 11.5 Books and Records .................................................................................... 58 


ARTICLE XII NO ADVERSE INTERESTS .............................................................................. 59 


Section 12.1 No Adverse Interests ................................................................................. 59 


ARTICLE XIII LIABILITY AND INDEMNIFICATION ......................................................... 59 


Section 13.1 Liability; Indemnification .......................................................................... 59 


ARTICLE XIV CUSTODIAN AND PAYING AGENT ............................................................ 60 


Section 14.1 Reliance ofthe Custodian and Paying Agent ............................................ 60 


ARTICLE XV TAXES ............................................................................. : .................................. 62 


Section 15.1 Tax Reports ................................................................................................ 62 


Section 15.2 Stamp and Other Similar Taxes ................................................................. 62 


ARTICLE XVI TERM................................................................................................................. 62 


Section 16.1 Term........................................................................................................... 62 


ARTICLE XVII AUTHORIZED REPRESENTATIVES ........................................................... 62 


Section 17.1 Authorized Representatives ....................................................................... 62 


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Structured Transaction Commercial2010-l SFG LLC 


Custodial and Paying Agency Agreement 


WDC99184!388-6.084080.0017 

ARTICLE XVIII NOTICES ........................................................................................................ 63 


Section 18.1 Notices ....................................................................................................... 63 


ARTICLE XIX MISCELLANEOUS .......................................................................................... 65 


Section 19.1 Governing Law .......................................................................................... 65 


Section 19.2 Waiver of Jury Trial .................................................................................. 65 


Section 19.3 Jurisdiction; Venue and Service ................................................................ 66 


Section 19.4 Counteroarts ............................................................................................... 67 


Section 19.5 Severability ................................................................................................ 68 


Section 19.6 Compliance With Law ............................................................................... 68 


Section 19.7 Entire Agreement. ...................................................................................... 68 


Section 19.8 Assignment; Binding Effect ...................................................................... 68 


Section 19.9 Rights Cumulative ..................................................................................... 69 


Section 19.10 Amendments .............................................................................................. 69 


Section 19.11 Headings .................................................................................................... 69 


Exhibit A Loan Schedule 

Exhibit B-1 Form of Certificated Note 

Exhibit B-2 Form of Global Note 

Exhibit C-1 Form of Certificate for Transfer or Exchange of Rule 144A Global Note to 

Temporary Regulation S Global Note or Regulation S Global Note 

Exhibit C-2 Form ofNon-U.S. Person Certification 

Exhibit C-3 Form of Certificate for Transfer or Exchange of Temporary RegulationS Global 

Note or RegulationS Global Note to Rule 144A Global Note 

Exhibit C-4 Form of Qualified Institutional Buyer/Qualified Purchaser 

Exhibit C-5 Form of Certificate for Transfer or Exchange of Global Note to Certificated Note 

Exhibit C-6 Form of Certificate for Transfer or Exchange of Certificated Note to Temporary 

Regulation S Global Note or Regulation S Global Note 

Exhibit C-7 Form of Certificate for Transfer or Exchange of Certificated Note to Rule 144A 

Global Note 

Exhibit C-8 Form of Certificate for Transfer of Certificated Note to Certificated Note 

Exhibit D Form ofDTC Notice to Investors 

Exhibit E Form of Collateral Certificate 

Exhibit F Review Procedures 

111 

Structured Transaction Commercial2010-1 SFG LLC 

Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
Exhibit G Form of Supplemental Delivery Certificate 

Exhibit H 

Exhibit I 

Exhibit J 

Exhibit K 

Exhibit L 

ExhibitM 

ExhibitN 

Exhibit 0 

Request for Release and Receipt ofCustodial Documents 

Request for Release and Receipt ofDebt Documents 

Fees and Expenses ofthe Bank as Custodian and Paying Agent 

Custodian and Paying Agent Report 

Form of Lost Instrument Affidavit 

Authorized Representatives 

Form ofAccount Control Agreement 

Notice from Depository to Depository Participants in connection with the offering 

ofthe Rule 144A Global Notes or the Unrestricted Notes represented by Global 

Notes 

IV 

Structured Transaction Commercial 20 I0-1 SFG LLC 

Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
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 ofMay 18, 2010 (the "Closing Date"), by and among 2010-1 SFG 

Venture LLC, a Delaware limited liability company (the "Company"), the Federal Deposit 

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

guarantor ofthe Purchase Money Notes (as such term is defined below) (in such capacity, 

together with its successors and assigns, the "Purchase Money Notes Guarantor"), the FDIC, 

in its capacity as Receiver (as such term is defined below), as the Collateral Agent under the 

Reimbursement, Security and Guaranty Agreement (as such term is defined below) (in such 

capacity, or any successor collateral agent, the "Collateral Agent"), the FDIC, as Receiver, as 

the Initial Member with respect to the Company (in such capacity, or any successor or assign, the 

"Initial Member"), and the FDIC, as Receiver, as the Revolver Lender (as such term is defined 

below), Square Mile Lodging Recovery LLC, as the Private Owner with respect to the Company 

(in such capacity, or any permitted successor or assign, the "Private Owner"), and Wells Fargo 

Bank, N.A., a national banking association (the "Bank"). 

RECITALS 

WHEREAS, the FDIC has been appointed receiver (the FDIC in such capacity, the 

"Receiver"), for Silverton Bank, N.A., a failed financial institution (the "Failed Bank"); 

WHEREAS, the Initial Member previously owned the Loans as described on the Loan 

Schedule attached hereto as Exhibit A (the "Loan Schedule"); 

WHEREAS, the Initial Member and the Company have entered into a Loan Contribution 

and Sale Agreement (the "Contribution Agreement") dated as ofthe date hereof, pursuant to 

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

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

ofthe Loans to the Company to the extent such transfer constitutes a sale, the Company has 

issued to the FDIC, as a Holder (as such term is defined below) one (1) or more Purchase Money 

Notes, dated as ofthe date hereof, in the aggregate principal face amount of$175,888,040 

(collectively, the "Purchase Money Notes" and each individually, a "Purchase Money Note"); 

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

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

that certain Purchase Money Notes Guaranty Agreement, dated as ofthe date hereof (the 

"Purchase Money Notes Guaranty"); 

WHEREAS, pursuant to the Reimbursement, Security and Guaranty Agreement (the 

"Reimbursement, Security and Guaranty Agreement") dated as ofthe date hereof, by and 

among the Company, the Collateral Agent, the Revolver Lender and the Purchase Money Notes 

Guarantor, the Company has pledged the Loans and other underlying collateral to the Collateral 

Agent for the benefit ofthe Purchase Money Notes Guarantor and the Revolver Lender, and the 

Reimbursement, Security and Guaranty Agreement requires that the Company retain a document 

custodian, meeting the requirements set forth in the Reimbursement, Security and Guaranty 

Structured Transaction Commercial2010-1 SFG LLC 

Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
Agreement, to take possession ofthe Custodial Documents (as such term is defined below), in 

accordance with the terms and conditions hereof; 

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

and Restated Limited Liability Company Operating Agreement dated as ofthe date hereof 

("LLC Operating Agreement"); 

WHEREAS, the Initial Member has agreed to provide additional financing to the 

Company to enable the Company to fund Working Capital Expenses (as such term is defined 

below) in connection with the Loans (the "Revolver"), which funds shall be provided pursuant 

to, and in accordance with, the terms ofthat Credit Agreement of even date herewith (the 

"Revolving Credit Agreement") between the Initial Member, as lender (in such capacity, the 

"Revolver Lender"), and the Company, as borrower; 

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

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

provided herein and to appoint the Bank as Custodian and Paying Agent (as such terms are 

defined below) 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 the Qualifying Cash Collateral (as such term is defined below) 

will be deposited, which account will be subject to a security interest and pledge for the benefit 

ofthe 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 ofthe 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 ofthe foregoing and the mutual promises and 

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

sufficiency ofwhich are hereby acknowledged, the parties her~by agree as follows: 

ARTICLE I 


DEFINITIONS AND CONSTRUCTION 


Section 1.1 Definitions. For purposes ofthis Agreement, the following terms shall 

have the meanings set forth below. 

"Acceptable Investment Rating" means any ofthe top three (3) rating categories that 

may be assigned to any security, obligation or entity by the Rating Agencies. 

"Account Control Agreement" means one (1) or more Account Control Agreements 

dated as ofthe date hereof (other than the Private Owner Account Control Agreement), among 

Structured Transaction Commercial2010-1 SFG LLC 2 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
the Company, the Bank and the Collateral Agent, as the same shall be amended, supplemented or 

otherwise modified from time to time. 

"Accounts" means the Company Accounts and the Private Owner Pledged Account. 

"Acquired Property" means, collectively, Company Acquired Property or Receiver 

Acquired Property. 

"Acquired Property Deed" means, with respect to any Receiver Acquired Property or 

Company Acquired Property, the instrument or document required by the Law ofthe jurisdiction 

in which the Receiver Acquired Property or Company Acquired Property is located to convey fee 

title. 

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

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

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

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

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

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

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

together with a certificate ofthe related Servicer or the foreclosure attorney certifying that such 

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

the original Acquired Property Deed has been delivered to the proper recording office for 

recordation; (B) as applicable, either (x) a copy of each Acquired Property Deed (which might be 

electronic) that is intervening between the lender that obtained title to such property assets as a 

result offoreclosure or deed in lieu offoreclosure of a mortgage or deed oftrust and the 

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

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

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

together with a certificate ofthe related Servicer or the foreclosure attorney certifying that such 

assignment of foreclosure bid is a true, correct and complete copy ofthe original document, with 

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

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

report procured upon foreclosure ofthe related mortgage loan, with respect to the Acquired 

Property; and (D) for any Acquired Property that is subject to a lease, (x) a copy ofthe lease 

together with a certificate ofthe related Servicer certifying that, such lease is a true, correct and 

complete copy ofthe original document, and (y) if required by the Revolver Lender or the 

Purchase Money Notes Guarantor, the original assignment ofsuch lease from the lessor 

thereunder to the Ownership Entity or a copy thereof together with a certificate ofthe related 

Servicer certifying that such assignment is a true, correct and complete copy ofthe original 

document. 

"Affiliate" means, with respect to any specified Person, (i) any other Person directly or 

indirectly Controlling or Controlled by or under common Control with such specified Person, (ii) 

any Person owning or Controlling ten percent (1 0%) or more ofthe outstanding voting securities, 

voting equity interests, or beneficial interests ofthe Person specified, (iii) any officer, director, 

general partner, managing member, trustee, employee or promoter ofthe Person specified or any 

Structured Transaction Commercial2010-l SFG LLC 3 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
Immediate Family Member ofsuch officer, director, general partner, managing member, trustee, 

employee or promoter, (iv) any corporation, partnership, limited liability company or trust for 

which any Person referred to in clause (ii) or (iii) acts in that capacity, or (v) any Person who is 

an officer, director, general partner, managing member, trustee or holder often percent (10%) or 

more ofthe outstanding voting securities, voting equity interests or beneficial interests of any 

Person described in clauses (i) through (iv); provided, however, that for the purposes ofthis 

Agreement none of the Initial Member, the Revolver Lender, the Collateral Agent or the 

Purchase Money Notes Guarantor shall be deemed an Affiliate ofthe Company. 

"Agent Member" means the members of, or participants in, DTC and the Clearing 

Agencies. 

"Agreement" has the meaning given in the preamble. 

"Ancillary Documents" means the LLC Operating Agreement, the Servicing Agreement 

(including the Electronic Tracking Agreement), one (1) or more Account Control Agreements, 

the Contribution Agreement, the Transferred LLC Interest Sale Agreement, the Revolver 

Documents, the Purchase Money Notes (and any promissory note reissued in respect thereof 

pursuant to Section 2.8 ofthis Agreement), the Purchase Money Notes Guaranty and the 

Reimbursement, Security and Guaranty Agreement, in each case once executed and delivered, 

and any and all other agreements and instruments executed and delivered in connection with the 

Closing and the transactions contemplated thereby. 

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

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

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

authorized representative of such Person for purposes ofthis Agreement. 

"Bank" has the meaning given in the preamble. 

"Benefit Plan" has the meaning given in Section 2.7(o)(iv). 

"Borrower" means any borrower with respect to any Loan. 

"Business Day" means any day except (i) a Saturday, Sunday or other day on which 

commercial banks in Washington, D.C. or United States federal government offices are required 

or authorized by Law to close, or (ii) with respect to any day on which the Company owes an 

obligation to the Custodian or the Paying Agent or on which the Custodian or the Paying Agent 

owes an obligation to the Company, any day on which the Bank's offices are closed. 

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

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

Section 17 A ofthe Exchange Act. 

"Closing" means the consummation ofthe transactions contemplated in the Transferred 

LLC Interest Sale Agreement. 

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WDC99 1841388·6.084080.0017 
"Closing Date" has the meaning given in the preamble. 

"Code" means the United States Internal Revenue Code of 1986~ as amended. 

"Collateral Agent" has the meaning given in the preamble. 

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

"Collection Account" means a segregated trust or custodial account established and 

maintained at a branch ofthe Bank for the purpose of holding and distributing Loan Proceeds, 

Excess Working Capital Advances, Discretionary Funding Advances and funding the 

Distribution Account for payments that are permitted under the Priority ofPayments. 

"Commitment" has the meaning given in the Revolving Credit Agreement. 

"Company" has the meaning given in the preamble. 

"Company Accounts" has the meaning given in Section 4.1 (b). 

"Company Acquired Property" means (i) Underlying Collateral to which title is 

acquired by or on behalf ofthe Company or any Ownership Entity by foreclosure~ by deed in lieu 

offoreclosure, by power ofsale or by sale pursuant to the Uniform Commercial Code, in any 

such case in accordance with the Loan Documents and in connection with performance by the 

Company of its obligations and duties pursuant to the LLC Operating Agreement, (ii) the equity 

interests in any Ownership Entity holding any such Underlying Collateral, and (iii) the assets 

held directly or indirectly by any such Ownership Entity. 

"Contract for Deed" has the meaning given in the LLC Operating Agreement. 

"Contribution Agreement" has the meaning given in the recitals. 

"Control" (including the phrases "Controlled by" and "under common Control with") 

when used with respect to any specified Person~ means the possession, direct or indirect, ofthe 

power to direct or cause the direction ofthe management and policies ofsuch Person, whether 

through the ownership of voting securities or interests, by contract or otherwise. 

"Custodial Deliverv Failure" has the meaning given in Section 13.1(c). 

"Custodial Documents" means the documents listed in Section 6.1 (c). 

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

reasonably acceptable to the Company and the Revolver Lender, detailing, with respect to any 

Loan that has been released by the Custodian, the following: (i) the Borrower name and any 

identification number assigned to the Loan, (ii) the location to which the Custodial Documents 

with respect to such Loan were delivered by the Custodian, and (iii) the date on which such 

Custodial Documents were released by the Custodian. 

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"Custodian" means the Bank, and any successor custodian that satisfies the requirements 

set forth in Section 10.l(d) ofthis Agreement and is acceptable to and approved by the Initial 

Member, such approval not to be unreasonably withheld, delayed or conditioned. 

"Custodian and Paying Agent Report" has the meaning given in Section 11.1(a). 


"Cut-Off Date" means as ofthe close of business on March 31,2010. 


"Debt Agreements" has the meaning given in Section 2.2(a). 


"Defeasance Account" means a segregated trust or custodial account established and 


maintained at a branch ofthe Bank for the sole purpose of holding and distributing funds 

deposited into such account (i) pursuant to the Priority ofPayments and Section 3.3 and (ii) as 

Excess Working Capital Advances advanced to cure any Purchase Money Notes Trigger Event. 

"Deficiency Balance" has the meaning given in the Contribution Agreement. 

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

respective successors. 

"Determination Date" means the last day of each Due Period. 

"Discretionary Funding Advances" has the meaning given in the LLC Operating 

Agreement. 

"Distribution Account" means a segregated trust or custodial account established and 

maintained at a branch ofthe Bank for the sole purpose of holding and distributing funds 

deposited into such account pursuant to the Priority of Payments and Section 3 .2. 

"Distribution Date" means the twenty-fifth (25th) day of each month or, if such day is 

not a Business Day, the next succeeding day that is a Business Day, commencing May 25, 2010. 

"Distribution Date Report" has the meaning given in Section 11.3. 

"Due Period" means (i) with respect to the first Distribution Date, the period from the 

Cut-Off Date to and including April 30, 2010, and (ii) with respect to any Distribution Date 

thereafter, the calendar month prior to the month in which the Distribution Date occurs. 

"Electronic Tracking Agreement" has the meaning given in the Servicing Agreement. 

"ERISA" means the United States Employee Retirement Income Security Act of 1974. 

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

Section 6.1 (c), including any missing Custodial Document and any document that does not meet 

the applicable requirements set forth in Section 6.1(a). 

"Excess Working Capital Advances" has the meaning given in the LLC Operating 

Agreement. 

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


"Exchange Date" has the meaning given in Section 2.4(b ). 


"Failed Bank" has the meaning given in the recitals. 


"FDIC" has the meaning given in the preamble. 


"Federal Reserve District" means one (1) ofthe twelve (12) districts represented by a 


regional Federal Reserve Bank. 

"FRB" means the Board ofGovernors ofthe Federal Reserve System. 

"Funding Draw" has the meaning given in the LLC Operating Agreement. 

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

"Governmental Authority" has the meaning given in the LLC Operating Agreement. 

"Holder" means, with respect to any Purchase Money Note, the Person whose name 

appears on the Purchase Money Notes Register as the registered holder of such Purchase Money 

Notes. 

"Holder Percentage" means, with respect to each Holder and each Purchase Money 

Note at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), (i) 

the numerator of which is the outstanding principal amount of such Purchase Money Note for 

which such Holder is registered as the owner on the Purchase Money Notes Register at such time 

and (ii) the denominator ofwhich is the aggregate outstanding principal amount of such Purchase 

Money Note at such time. 

"Immediate Family Member" means, with respect to any individual, his or her spouse, 

parent, parent-in-law, grandparent, descendant, nephew, niece, brother, sister, brother-in-law, 

sister-in-law, children (whether natural or adopted), child-in-law, stepchild, grandchild and 

grandchild-in-law. 

"Initial Member" has the meaning given in the preamble. 


"Interim Management Fee" has the meaning given in Section 5.l(b)(iii). 


"Interim Servicing Fee" has the meaning given in the Contribution Agreement. 


"Interim Servicing Period" has the meaning given in the Contribution Agreement. 


"Investment Company Act" means the Investment Company Act of 1940, as amended. 


"Law" means any applicable statute, law, ordinance, regulation, rule, code, injunction, 


judgment, decree or order (including any executive order) of any Governmental Authority. 

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"Lien" means any mortgage, deed oftrust, pledge, security interest, charge, restriction on 

or condition to transfer, voting or exercise or enjoyment of any right or beneficial interest, 

option, right offirst refusal, easement, covenant, restriction and any other lien, claim or 

encumbrance of any nature whatsoever. 

"LLC Operating Agreement" has the meaning given in the recitals. 

"Loan" means any loan, Loan Participation, Ownership Entity (including any cash and 

cash equivalents held directly or indirectly by such Ownership Entities) or Acquired Property 

listed on the Loan Schedule, and any loan into which any loan listed on the Loan Schedule or 

Loan Participation is refinanced or modified, and includes with respect to each such loan, Loan 

Participation, Ownership Entity, Acquired Property or other related asset: (i) any obligation 

evidenced by a Note; (ii) all rights, powers or Liens ofthe Company or any Ownership Entity in 

or under the Underlying Collateral and Underlying Collateral Documents and in and to Acquired 

Property (including all Ownership Entities and Acquired Property held by an Ownership Entity); 

(iii) all ofthe rights ofthe Company or any Ownership Entity under any lease and the related 

leased property; (iv) all rights ofthe Company or any Ownership Entity pursuant to any Contract 

for Deed and in or to the real property that is subject to such Contract for Deed; (v) all rights to 

causes of action, lawsuits, judgments, claims and demands of any nature available to or being 

pursued by or for the benefit ofthe Company or any Ownership Entity with respect to the Loans, 

the Underlying Collateral or the ownership, use, function, value of or other rights pertaining 

thereto, whether arising by way of counterclaim or otherwise other than claims retained by the 

Initial Member pursuant to Section 2.7 ofthe Contribution Agreement; (vi) all guaranties, 

warranties, indemnities and similar rights in favor ofthe Company or any Ownership Entity with 

respect to any ofthe Loans; (vii) all rights ofthe Company or any Ownership Entity under the 

Related Agreements; and (viii) all rights ofthe Company, the Initial Member, SFG, the Failed 

Bank or any Ownership Entity to any Deficiency Balance. 

"Loan Documents" means all documents, agreements, certificates, instruments and other 

writings (including all Underlying Collateral Documents) now or hereafter executed by or 

delivered or caused to be delivered by any Borrower, any Obligor or any other obligor 

evidencing, creating, guaranteeing or securing, or otherwise executed or delivered in respect of, 

all or any part of a Loan or any Acquired Property or evidencing any transaction contemplated 

thereby (including, for this purpose, title insurance policies and endorsements thereto), and all 

Modifications thereto. 

"Loan Participation" has the meaning given in the Contribution Agreement. 

"Loan Participation Agreemenf' means an agreement under which SFG, the Failed 

Bank or the Receiver was and, after the Closing Date, the Company is, the lead or agent financial 

depository institution or otherwise managed or held a shared credit or sold participations, or 

under which SFG, the Failed Bank or the Receiver was and, after the Closing Date, the Company 

is, a participating financial depository institution or purchased participations in a credit managed 

by another Person. 

"Loan Proceeds" has the meaning given in the LLC Operating Agreement. 

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"Loan Schedule" has the meaning given in the recitals. 

"Loan Schedule and Exception List" means a list ofthe Loans and Acquired Property, 

identifying, with respect to each Loan, each Exception, and that details, with respect to any Loan 

that has been released by the Custodian, (i) the Borrower name and any identification number 

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

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

were released by the Custodian. 

"Management Fee" has the meaning given in the LLC Operating Agreement. 

"Manager" has the meaning given in the LLC Operating Agreement. 

"Maturing Purchase Money Note" has the meaning given in Section 2.8. 

"MERS®" means Mortgage Electronic Registration Systems, Incorporated, or any 

successor thereto. 

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

Agreement. 

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

information. 

"Modification" means any extension, renewal, substitution, replacement, supplement, 

amendment or modification of any agreement, certificate, document, instrument or other writing, 

whether or not contemplated in the original agreement, document or instrument. 

"Monthly Report" has the meaning given in the LLC Operating Agreement. 

"Mortgage" means the mortgage, deed oftrust or other instrument, including any 

amendments or modifications thereto, creating a first or junior Lien on or ownership interest in a 

Mortgaged Property. 

"Mortgage Assignment" means, with respect to any Mortgage, an assignment ofthe 

Mortgage, notice oftransfer or equivalent instrument in recordable form, sufficient under the 

applicable Law ofthe jurisdiction wherein the related Mortgaged Property is located to reflect 

the assignment and pledge ofthe Mortgage. 

"Mortgaged Property" means any underlying real property constituting part ofthe 

Underlying Collateral for any Loan, whether held in fee simple estate or subject to a ground 

lease or otherwise, and whether or not improved by buildings or facilities, and any personal 

property, fixtures, leases and other property or rights pertaining thereto. 

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

"Note" means each note or promissory note, lost instrument affidavit, loan agreement, 

shared credit, or Loan Participation Agreement, intercreditor agreement, reimbursement 

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agreement, any other evidence ofindebtedness of any kind, or any other agreement, document or 

instrument evidencing a Loan, and all Modifications to the foregoing. 

"Obligor" means (i) any guarantor of all or any portion of any Loan or all or any of any 

Borrower's obligations set forth and described in the Loan Documents or (ii) any other Person 

(other than a Borrower, the lender(s) and any administrative or other agent) that is obligated 

pursuant to the Loan Documents with respect to a Loan, and shall include the guarantor under 

any completion guaranty or similar document. 

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

"Ownership Entity" has the meaning given in the LLC Operating Agreement. 

"Paying Agent" means the Bank or any successor paying agent that satisfies the 

requirements set forth in Section 9.1 ofthis Agreement. 

"Permitted Investments" means any one (1) or more of the following obligations or 

securities having at the time of purchase, or at such other time as might be specified, the required 

ratings, if any, provided for in this definition: 

(i) direct obligations of, or guaranteed as to timely payment ofprincipal and 

interest by, the United States of America or any agency or instrumentality ofthe United States of 

America, the obligations ofwhich are backed by the full faith and credit ofthe United States of 

America; for the avoidance of doubt, this clause (i) shall include any debt guaranteed by the 

FDIC in its corporate capacity; 

(ii) demand and time deposits in or certificates of deposit of, or bankers' 

acceptances issued by, any bank or trust company, savings and loan association or savings bank, 

provided that, in the case of obligations that are not fully FDIC-insured deposits, the commercial 

paper and/or long-term unsecured debt obligations ofsuch depository institution or trust 

company (or in the case ofthe principal depository institution in a holding company system, the 

commercial paper or long-term unsecured debt obligations of such holding company) have an 

Acceptable Investment Rating; 

(iii) general obligations of or obligations guaranteed by any state ofthe United 

States or the District ofColumbia receiving ratings of not less than the highest rating of each 

Rating Agency rating such obligations generally; · 

(iv) mutual funds in which investments are limited to the obligations referred 

to in clauses (i), (ii) or (iii) ofthis definition; and 

(v) with the prior written consent ofthe Company, the Revolver Lender and 

the Purchase Money Notes Guarantor, any other demand, money market or time deposit or other 

obligation, security or investment. 

"Person" means any individual, corporation, partnership (general or limited), limited 

liability company, limited liability partnership, firm, joint venture, association, joint-stock 

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company, trust, estate, unincorporated organization, governmental or regulatory body or other 

entity. 

"Pre-Approved Charges" has the meaning given in the Contribution Agreement. 

"Priority of Payments" has the meaning given in Section 5.l(a). 

"Private Owner" has the meaning given in the preamble. 

"Private Owner Account Control Agreement" means the account control agreement 

dated the date hereof, among the Private Owner, the Initial Member and the Bank, as the same 

shall be amended, supplemented or otherwise modified from time to time. 

"Private Owner Pledged Account" means a segregated trust or custodial account ofthe 

Private Owner established and maintained at a branch ofthe Bank for the sole purpose of holding 

the Qualifying Cash Collateral, which is and will remain pledged to (and under the control of) 

the Initial Member (for its benefit and the benefit ofthe Company) as collateral for the Secured 

Obligations (as such term is defined in the Reimbursement, Security and Guaranty Agreement). 

"Purchase Money Notes" means, collectively, the Term A-1 Purchase Money Note, the 

Term A-2 Purchase Money Note and the Term A-3 Purchase Money Note. 

"Purchase Money Notes Guarantor" has the meaning given in the preamble. 

"Purchase Money Notes Guaranty" means the Guaranty Agreement by and between 

the Purchase Money Notes Guarantor and the Receiver dated as ofthe date hereof. 

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

meanings given in Section 2.7(a). 

"Purchase Money Notes Trigger Event" has the meaning given in the Reimbursement, 

Security and Guaranty Agreement. 

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

Rule 144A under the Securities Act. 

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

3(c)(7) ofthe Investment Company Act. 

"Qualifying Cash Collateral" has the meaning given in the LLC Operating Agreement. 

"Qualifying Letter of Credit" has the meaning given in the LLC Operating Agreement. 

"Rating Agencies" means each of Standard and Poor's Ratings Service, a division of The 

McGraw-Hill Companies, Inc., Fitch IBCA, Inc., or Moody's Investors Service, Inc., and such 

other rating agencies as are nationally recognized and agreed to by the Initial Member and the 

Revolver Lender. 

"Receiver" has the meaning given in the recitals. 

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"Receiver Acquired Property" means (i) the Underlying Collateral title to which has 

been acquired by or on behalf ofthe Receiver, the Initial Member, SFG, or the Failed Bank by 

foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform 

Commercial Code, in any such case in accordance with the Loan Documents, ifthe foreclosure 

or other acquisition event occurs after the Cut-off Date, or occurred on or before the Cut-Off 

Date but the Redemption Period (as such term is defined in the Contribution Agreement) had not 

expired on or before the Cut-OffDate, (ii) the equity interests in any Ownership Entity or any 

such Underlying Collateral, and (iii) the assets held directly or indirectly by any such Ownership 

Entity. 

"Record Date" means, (i) with respect to the Purchase Money Notes, the date on which 

the Holders ofthe Purchase Money Notes entitled to receive a payment in respect ofprincipal or 

other amounts on the succeeding Distribution Dates are determined, and (ii) with respect to the 

Revolver, the date on which it is determined that the Revolver Lender is entitled to receive a 

payment in respect of principal, interest or other amounts on the succeeding Distribution Date, in 

each such case, such date determined as ofthe last day ofthe calendar month (whether or not a 

Business Day) prior to the applicable Distribution Date. 

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

the Mortgaged Property is located with respect to any given Loan (if such Loan is not Acquired 

Property) or in which the Acquired Property is located. 

"Regulation S Global Note" has the meaning given in Section 2.4(b ). 

"Reimbursement, Security and Guaranty Agreement" has the meaning given in the 

recitals. 

"Reissued Purchase Money Note" has the meaning given in Section 2.8. 

"Related Agreement" means (i) any agreement, document or instrument (other than a 

Note or Underlying Collateral Documents) relating to or evidencing any obligation to pay or 

securing any Loan (including any equipment lease, letter of credit, bankers' acceptance, draft, 

system confirmation oftransaction, loan history, affidavit, general collection information, and 

correspondence and comments relating to any obligation), (ii) any agreement relating to real 

property or rights in or to any real property (including leases, property or asset management 

agreements, brokerage agreements, tenancies, concessions, licenses or other rights ofoccupancy 

or use and security deposits related thereto) related specifically only to the Loans (or any of 

them), (iii) any collection or contingency fee, and Tax and other service agreements that are 

specific only to the Loans (or any ofthem) and that are assignable, (iv) any letter of assurance, 

letter of credit or similar instrument evidencing an obligation of any Ownership Entity, the Initial 

Member, SFG, the Failed Bank or the Company that was issued for the benefit of any Person and 

relates in any way to a Loan or the acquisition, development or construction of any project with 

respect to which the proceeds of such Loan were used or were intended to be used, and (v) any 

interest rate swap arrangement between a Borrower, and the Failed Bank, SFG, the Initial 

Member or the Company (in each case as the applicable lender, agent or other creditor under the 

Loan) that relates to any Loan. 

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"Restricted Notes" means any Purchase Money Notes issued either in the form of 

Certificated Notes prior to the Purchase Money Note Guarantor's determination in accordance 

with Section 2.4(d) hereof or in the form of beneficial interests in the Rule 144A Global Notes, 

Regulation S Global Notes or Temporary Regulation S Global Notes. 

"Review Procedures" has the meaning given in Section 6.1 (d). 

"Revolver" has the meaning given in the recitals. 

"Revolver Account" means a segregated trust or custodial account established and 

maintained at a branch ofthe Bank for the sole purpose of holding and distributing proceeds of 

Loans (as defined in the Revolver Documents) deposited into such account pursuant to the 

Revolver Documents. 

"Revolver Documents" means the Revolving Credit Agreement and all other 

agreements, instruments and other documents evidencing and/or securing the Revolver. 

"Revolver Lender" has the meaning given in the recitals. 

"Revolving Credit Agreement" has the meaning given in the recitals. 

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

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

"Securities Act" means the Securities Act of 1933, as amended. 

"Servicer" means (i) any Person retained by the Manager to service, manage or 

administer any of the Loans or the Underlying Collateral, and (ii) any Person retained by any 

Person referred to in clause (i) to service, manage or administer any ofthe Loans or the 

Underlying Collateral. 

"Servicing Agreement" has the meaning given in the LLC Operating Agreement. 

"Servicing Expenses" has the meaning given in the LLC Operating Agreement. 

"Servicing Transfer Date" has the meaning given in the Contribution Agreement. 

"SFG" means Specialty Finance Group, LLC, a Georgia limited liability company and a 

direct wholly-owned subsidiary ofthe Failed Bank .. 

"Single Purpose Entity" has the meaning given in the LLC Operating Agreement. 

"Subservicer" has the meaning given in the Servicing Agreement. 

"Supplemental Delivery Certificate" has the meaning given in Section 6.1 (d). 

"Temporary Global Notes Notations" has the meaning given in Section 2.4(b). 

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"Temporary Regulation S Global Note" has the meaning given in Section 2.4(b ). 

"Term A-1 Purchase Money Note" 1 means that certain Purchase Money Note, dated as 

ofMay 18, 2010, with a maturity date of April18, 2012, issued by the Company to the Receiver 

or any other note executed and delivered upon registration oftransfer of, or in exchange for, or in 

lieu of, the Term A-1 Purchase Money Note, including, for the avoidance of doubt, any Reissued 

Purchase Money Note issued in replacement ofthe Term A-1 Purchase Money Note pursuant to 

Section 2.8. 

"Term A-2 Purchase Money Note" means that certain Purchase Money Note, dated as 

of May 18, 2010, with a maturity date ofApril18, 2013, issued by the Company to the Receiver 

or any other note executed and delivered upon registration oftransfer of, or in exchange for, or in 

lieu of, the Term A-2 Purchase Money Note, including, for the avoidance of doubt, any Reissued 

Purchase Money Note issued in replacement of the Term A-2 Purchase Money Note pursuant to 

Section 2.8. 

"Term A-3 Purchase Money Note" means that certain Purchase Money Note, dated as 

of May 18, 2010, with a maturity date ofApril18, 2014, issued by the Company to the Receiver 

or any other note executed and delivered upon registration oftransfer of, or in exchange for, or in 

lieu of, the Term A-3 Purchase Money Note, including, for the avoidance of doubt, any Reissued 

Purchase Money Note issued in replacement ofthe Term A-3 Purchase Money Note pursuant to 

Section 2.8. 

"Term Note A-1 Maturity Date" means "Maturity Date" as defined in the Term A-1 

Purchase Money Note. 

"Term Note A-2 Maturity Date" means "Maturity Date" as defined in the Term A-2 

Purchase Money Note. 

"Term Note A-3 Maturity Date" means "Maturity Date" as defined in the Term A-3 

Purchase Money Note. 

"Termination" has the meaning given in Section 8.1. 

"Transferee Certificate" has the meaning given in Section 2.7(h). 

"Transferred LLC Interest Sale Agreement" means the Transferred LLC Interest Sale 

and Assignment Agreement between the Initial Member and the Private Owner dated as ofthe 

date hereof. 

"Underlying Collateral" has the meaning given in the Contribution Agreement. 

"Underlying Collateral Document" means any pledge agreement, security agreement, 

personal, corporate or other guaranty, deed oftrust, deed, trust deed, deed to secure debt, 

mortgage, contract for the sale ofreal property, assignment, collateral agreement, stock power or 

other agreement or document of any kind, whether an original or a copy, whether similar to or 

1 Note to Discuss: Confirm Purchase Money Note Structure. 

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different from those enumerated, (i) securing in any manner the performance or payment by any 

Borrower or any Obligor ofits obligations or the obligations of any other Borrower or Obligor 

under any ofthe Loans or the Notes evidencing the Loans or (ii) evidencing ownership of any 

Acquired Property. 

"Uniform Commercial Code" means the Uniform Commercial Code as in effect in any 

applicable jurisdiction, as amended from time to time. 

"Unrestricted Notes" has the meaning given in Section 2.4(d). 

"Working Capital Expenses" has the meaning given in the LLC Operating Agreement. 

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

in accordance with the following: 

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

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

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

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

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

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

replacement to such Law. 

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

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

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

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

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

given time. 

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

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

provision ofthis Agreement. 

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

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

they are in fact followed by such words. 

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

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

such period. 

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

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

be deemed to include the personal pronoun ofthe appropriate gender. 

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ARTICLE II 


PAYING AGENT AND PURCHASE MONEY NOTES 


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

Agreement, the Company, the Initial Member, the Revolver Lender 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) Executed original counterparts ofthe Purchase Money Notes, the Purchase 

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

Control Agreements (the "Debt Agreements") have been delivered to the Paying Agent, and the 

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

each of the Debt Agreements that is executed and delivered by it, or executed by the Purchase 

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

Agreement promptly upon execution and delivery and to deliver each instrument amending or 

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

Agreement, the Revolver Documents and the LLC Operating Agreement (or portions thereof) as 

are necessary for the Paying Agent 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 Account Control Agreement has been 

delivered to the Paying Agent, and the Paying Agent acknowledges receipt thereof. 

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

custody at all times during the term hereof unless any one (1) 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 Debt Agreements 

to the successor Paying Agent in accordance with Section 9 .1. 

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

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

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

accordance with the instructions provided in such notice. 

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

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

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

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

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

receipt, demand, consent, resolution, statement, instrument, opinion, report, notice, document, 

communication, statement or calculation is in conformity with the terms of the agreement 

pursuant to which it is given, except those irregularities or errors manifestly apparent on the face 

of such document or actually known to the Paying Agent. If, however, any remittance or 

communication received by the Paying Agent appears manifestly erroneous or irregular, the 

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Paying Agent shall endeavor to make prompt inquiry to the Person originating such remittance or 

communication in order to determine whether a clerical error or inadvertent mistake has 

occurred. 

Section 2.4 Forms ofPurchase Money Notes. 

(a) Forms Generally. The form ofthe Purchase Money Notes shall be as set 

forth in the applicable portion of Exhibit B attached hereto. The Purchase Money Notes may 

have notations, legends or endorsements required by Law, stock exchange rule or usage. Any 

Purchase Money Note issued shall be initially sold to the Receiver and may be initially issued in 

the form of one (1) or more (i) certificated notes in definitive, fully registered form without 

interest coupons substantially in the form of Exhibit B-1 attached hereto (each, a "Certificated 

Note"), which shall be registered in the name ofthe owner or nominee thereof, duly executed by 

the Company as herein provided or (ii) temporary or permanent (as applicable) global notes in 

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

attached hereto (each, a "Global Note"), which (I) shall be registered in the name ofthe 

Depository for such Global Note or Global Notes or the nominee of such Depository and (II) 

shall be held by the Paying Agent as custodian for the Depository unless the Depository instructs 

otherwise. 

(b) RegulationS Global Notes. Subject to Section 2.4(d) below, if a Purchase 

Money Note is deemed to be initially sold outside the United States to non-U.S. Persons in 

accordance with Regulation S, and the purchasers of such Purchase Money Note wish to take 

delivery of such Purchase Money Note in the form of beneficial interests in a Global Note, those 

purchasers shall receive beneficial interests in one (1) or more temporary Global Notes in 

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

attached hereto (each, a "Temporary RegulationS Global Note"), which shall bear the 

following legend and other notations necessary for such temporary global notes (collectively, the 

"Temporary Global Notes Notations"): 

THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL 

NOTE FOR PURPOSES OF REGULATIONS UNDER THE UNITED 

STATES SECURITIES ACT OF 1933, AS AMENDED, THAT IS 

EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE SUBJECT 

TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN 

THE CUSTODIAL AND PAYING AGENCY AGREEMENT 

REFERRED TO HEREIN. 

On or after the fortieth (40th) day after [ f, interests in this 

Temporary RegulationS Global Note may be exchanged (free of charge) 

for beneficial interests in a permanent Regulation S Global Note. The 

permanent RegulationS Global Note shall be so issued and delivered in 

exchange for only that portion ofthis Temporary RegulationS Global 

Note in respect ofwhich there shall have been presented to the Depository 

by Euroclear or Clearstream a certification to the effect that it has received 

2 Insert the date of initial sale ofthe Purchase Money Notes under RegulationS. 

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from or in respect of a person entitled to a beneficial interest (as shown by 

its records) a certification that the beneficial interests in such Temporary 

RegulationS Global Note are owned by persons who are not U.S. Persons. 

On an exchange of the whole ofthis Temporary RegulationS Global 

Note, this Temporary RegulationS Global Note shall be surrendered to the 

Depository at its office. On an exchange ofonly part of this Temporary 

Regulation S Global Note, details ofsuch exchange shall be entered by or 

on behalf ofthe Issuer in Schedule A hereto. If, following the issue of a 

permanent RegulationS Global Note in exchange for some ofthe 

Purchase Money Notes represented by this Temporary RegulationS 

Global Note, further Purchase Money Notes are to be exchanged pursuant 

to this paragraph, such exchange may be effected, without the issue of a 

new permanent Regulation S Global Note, by the Issuer or the Depository 

endorsing Schedule A ofthe permanent Regulation S Global Note 

previously issued to reflect an increase in the aggregate principal amount 

of such permanent Regulation S Global Note by an amount equal to the 

aggregate principal amount of additional Purchase Money Notes to be 

exchanged. 

On or after the first Business Day following the fortieth (40th) day after such 

initial sale ofsuch Purchase Money Note (the "Exchange Date"), upon certification that the 

beneficial interests in such Temporary RegulationS Global Note are owned by Persons who are 

not U.S. Persons, such Temporary RegulationS Global Note shall be exchanged for one (1) or 

more permanent Global Notes of like aggregate principal amount in definitive, fully registered 

form without interest coupons, substantially in the form ofExhibit B-2 attached hereto (each, a 

"RegulationS Global Note"), which shall not bear the Temporary Global Notes Notations. 

(c) Rule 144A Global Notes. Subject to Section 2.4(d) below, if a Purchase 

Money Note is deemed to be initially sold to any U.S. Person that is a Qualified Institutional 

Buyer and a Qualified Purchaser and the purchasers of such Purchase Money Note wish to take 

delivery ofsuch Purchase Money Note in the form of beneficial interests in a Global Note, those 

purchasers shall receive beneficial interests in one (1) or more temporary Global Notes in 

definitive, fully registered form without interest coupons, substantially in the form ofExhibit B-2 

attached hereto, which shall be registered in the name ofthe owner or nominee thereof, duly 

executed by the Company as set forth herein (each, a "Rule 144A Global Note"). 

(d) If at any time the Purchase Money Notes Guarantor determines that the 

Purchase Money Notes are exempt from the registration requirements ofthe Securities Act (the 

"Unrestricted Notes"), then (i) ifsuch determination occurred prior to the issuance of such 

Purchase Money Note, such Purchase Money Note shall be issued in the form of an Unrestricted 

Note which shall be substantially in the form ofthe relevant portion of Exhibit B attached hereto 

and (ii) if such determination occurred after the issuance of such Purchase Money Note and such 

Purchase Money Note is represented by a Restricted Note, than such Restricted Note shall 

become exchangeable for one (1) or more Unrestricted Notes. 

Structured Transaction Commercial2010-l SFG LLC 18 Custodial and Paying Agency Agreement 

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

the Code, and any regulations issued regarding such elections, each Purchase Money Note 

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

purposes shall bear a legend in substantially the following form: 

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 

OF THE INTERNAL REVENUE CODE OF 1986, AS 

AMENDED, THIS PURCHASE MONEY NOTE IS BEING 

ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY 

CONTACT THE FEDERAL DEPOSIT INSURANCE 

CORPORATION AT 550 17TH STREET, N.W., ROOM F7014, WASHINGTON, D.C. 20429, ATTENTION: RALPH 

MALAM!, AND THE FDIC WILL PROVIDE YOU WITH 

THE ISSUE PRICE AND THE YIELD TO MATURITY OF 

THIS PURCHASE MONEY NOTE. 

Section 2.5 Authorized Amount: Stated Maturity; Denominations; Prepayment. 

(a) The aggregate face amount ofthe Purchase Money Notes that may be 

executed and delivered under this Agreement is limited to U.S.$175,888,040 except for Purchase 

Money Notes executed and delivered upon registration oftransfer of, or in exchange for, or in 

lieu of, other Purchase Money Notes pursuant to Sections 2.7, 2.8 or 2.9 ofthis Agreement. 

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

ofU.S.$500,000 and integral multiples ofU.S.$1,000 in excess thereof(each such denomination, 

an "Authorized Denomination"). Any interest in a Purchase Money Note equal to or in excess 

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

be such minimum or multiple as a result ofthe repayment ofprincipal may be transferred in its 

entirety. 

(c) The Company shall not prepay all or any portion of any Purchase Money 

Note without the prior written consent ofthe Purchase Money Notes Guarantor. 

Section 2.6 Execution, Delivecy and Dating. 

(a) The Purchase Money Notes shall be exec;uted on behalf ofthe Company 

by one (1) ofthe Authorized Representatives ofthe Company. The signature of such Authorized 

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

(b) The Purchase Money Notes bearing the manual or facsimile signatures of 

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

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

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

offices at the date of issuance ofsuch Purchase Money Notes. 

(c) Each Purchase Money Note executed and delivered by the Company or 

the Paying Agent on the Closing Date shall be dated as ofthe Closing Date. All other Purchase 

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WDC99 1841388-6.084080.0017 
Money Notes that are executed and delivered after the Closing Date for any other purpose under 

this Agreement shall be dated the date oftheir execution. 

(d) The Purchase Money Notes issued upon transfer, exchange or replacement 

of other Purchase Money Notes shall be issued in Authorized Denominations reflecting the 

original aggregate principal or face amount ofthe Purchase Money Notes so transferred, 

exchanged or replaced, but shall represent only the current outstanding principal or face amount 

ofthe Purchase Money Notes so transferred, exchanged or replaced. In the event that any 

Purchase Money Note is divided into more than one (1) Purchase Money Note in accordance 

with this Article II, the original principal or face amount of such Purchase Money Note shall be 

proportionately divided among the Purchase Money Notes delivered in exchange therefor and 

shall be deemed to be the original aggregate principal or face amount of such subsequently 

issued Purchase Money Notes. 

Section 2.7 Registration, Registration ofTransfer and Exchange. 

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

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

Company shall provide for the registration, and the registration oftransfers, ofthe Purchase 

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

Registrar" for the purpose ofregistering the Purchase Money Notes and transfers ofsuch 

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

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

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

Purchase Money Notes Registrar, the Company will give the Paying Agent prompt notice ofthe 

appointment of a Purchase Money Notes Registrar and ofthe location, and any change in the 

location, ofthe Purchase Money Notes Registrar, and the Paying Agent shall have the right to 

inspect the Purchase Money Notes Register at all reasonable times and to obtain copies thereof 

and the Paying Agent shall have the right to rely upon a certificate executed on behalf ofthe 

Purchase Money Notes Register by an officer thereof as to the names and addresses ofthe 

Holders ofthe Purchase Money Notes and the principal or face amounts and numbers of such 

Purchase Money Notes. Upon written request at any time, the Purchase Money Notes Registrar 

promptly shall provide to the Company or the Collateral Agent a current list of Holders as 

reflected in the Purchase Money Notes Register. 

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

Registrar for registration oftransfer of any Purchase Money Note, the Purchase Money Notes 

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

transferee or transferees, one (1) or more new Purchase Money Notes of any Authorized 

Denomination and oflike terms and a like aggregate principal or face amount. The Company 

shall furnish a copy ofthe executed Purchase Money Notes to the Purchase Money Notes 

Registrar. 

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

Purchase Money Notes oflike terms, in any Authorized Denominations and of like aggregate 

principal or face amount upon surrender ofthe Purchase Money Note to be exchanged at such 

Structured Transaction Commercial2010-l SFG LLC 20 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
office or agency. Whenever any Purchase Money Note is surrendered to the Purchase Money 

Notes Registrar for exchange, the Purchase Money Notes Registrar shall prepare, and the 

Company shall execute and deliver, the Purchase Money Notes that the Holder making the 

exchange is entitled to receive and shall deliver a copy ofsuch executed Purchase Money Note to 

the Purchase Money Notes Registrar. 

(e) All Purchase Money Notes issued upon any registration oftransfer or 

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

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

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

transfer or exchange. 

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

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

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

executed by the Holder thereof or his attorney duly authorized in writing. 

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

transfer or exchange ofthe Purchase Money Notes, but the Company or the Paying Agent may 

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

connection therewith. 

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

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

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

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

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

under applicable state or foreign securities Laws. 

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

outside the United States to non-U.S. Persons in accordance with RegulationS under the 

Securities Act, (ii) within the United States and to U.S. Persons that are both (A) Qualified 

Institutional Buyers and (B) Qualified Purchasers or (iii) pursuant to another applicable 

exemption from the registration requirements ofthe Securities Act. Unrestricted Notes may only 

be sold or resold, as the case may be, to persons who are Qualified Purchasers. 

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

Restricted Note, that the Holder's prospective transferee deliver to the Paying Agent and the 

Company a certificate relating to such transfer in the form ofthe applicable portion ofExhibit C 

attached hereto or such other form as may be acceptable to the Paying Agent and counsel to the 

Company (each, a "Transferee Certificate"). 

(i) The Paying Agent shall be entitled to rely conclusively on any Transferee 

Certificate and shall be entitled to presume conclusively the continuing accuracy thereof from 

time to time, in each case without further inquiry or investigation. 

G) At any time when the Company is not subject to Section 13 or 15(d) ofthe 

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

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WDC99 1841388-6.084080.0017 
upon the request of any Holder, the Paying Agent, on behalfofthe Company, shall promptly 

furnish to such Holder or to a prospective purchaser of any Purchase Money Note designated by 

such Holder the information required to be delivered to such Holders pursuant to Rule 

144A(d)(4) under the Securities Act ("Rule 144A Information") (as determined by the 

Company in its sole discretion) in order to permit compliance by such Holder with Rule 144A in 

connection with the resale of such Purchase Money Note by such Holder. Upon request by the 

Company, the Paying Agent shall cooperate with the Company in mailing or otherwise 

distributing (at the Company's expense) to such Holders or prospective purchasers, at and 

pursuant to the Company's written direction, the foregoing materials prepared and provided by 

the Company; provided that the Paying Agent shall be entitled to affix thereto or enclose 

therewith such disclaimers as the Paying Agent shall deem reasonably appropriate, at its 

discretion (such as, for example, a disclaimer that such Rule 144A Information was assembled 

by the Company and not by the Paying Agent, that the Paying Agent has not reviewed or verified 

the accuracy thereof and that it makes no representation as to the sufficiency of such information 

under Rule 144A or for any other purpose). 

(k) So long as any Certificated Note that also is a Restricted Note remains 

outstanding, transfers and exchanges of such Certificated Note, in whole or in part, shall only be 

made in accordance with this Section 2.7(k) and Section 2.7(1). So long as any Global Note 

which is also a Restricted Note remains outstanding and is held by or on behalf ofthe 

Depository, transfers and exchanges of such Global Note, in whole or in part, shall only be made 

in accordance with this Section 2.7(k) and Section 2.7(1). For the avoidance of doubt, this 

Section 2.7(k) and Section 2.7(1) shall not apply to Certificated Notes and Global Notes that also 

are Umestricted Notes, the transfer of which shall be governed by Section 2.7(m). 

(i) Rule 144A Global Notes to Temporary RegulationS Global Notes 

or Regulation S Global Notes. If a Holder of a beneficial interest in a Rule 144A Global 

Note deposited with the Depository wishes at any time to exchange such Rule 144A 

Global Note for an interest in the corresponding Temporary RegulationS Global Note or 

RegulationS Global Note, or to transfer such interest in such Rule 144A Global Note to a 

Person who wishes to take delivery thereof in the form of an interest in the corresponding 

Temporary Regulation S Global Note or Regulation S Global Note, such Holder, 

provided, however, that such Holder or, in the case of a transfer, the transferee is not a 

U.S. Person, subject to the rules and procedures ofthe Depository, may exchange or 

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

interest in the corresponding Temporary RegulationS Global Note or RegulationS 

Global Note. Upon receipt by the Purchase Money Notes Registrar of (A) instructions 

given in accordance with the Depository's procedures from an Agent Member directing 

the Purchase Money Notes Registrar to credit or cause to be credited a beneficial interest 

in the corresponding Temporary Regulation S Global Note or Regulation S Global Note, 

but not less than the Authorized Denomination applicable to such Holder's Purchase 

Money Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note 

to be exchanged or transferred, (B) a written order, in accordance with the Depository's 

procedures, containing information regarding the participant account ofthe Depository 

and the Euroclear or Clearstream account to be credited with such increase, (C) a 

certificate in the form of Exhibit C-1 attached hereto given by the Holder ofsuch 

beneficial interest stating that the exchange or transfer of such note has been made in 

Structured Transaction Commercial 2010-1 SFG LLC 22 

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WDC99 1841388-6.084080.0017 
compliance with the transfer restrictions applicable to the Global Notes, including that 

the Holder or the transferee, as applicable, is not a U.S. Person, and that such transfer has 

been made pursuant to and in accordance with Regulation S and (D) in the case of a 

transfer, a certificate in the form ofExhibit C-2 attached hereto given by the proposed 

transferee stating that it is not a U.S. Person, then the Purchase Money Notes Registrar 

shall approve the instruction at the Depository to reduce the principal amount ofthe Rule 

144A Global Note and to increase the principal amount ofthe TemporaryRegulation S 

Global Note or Regulation S Global Note, as the case may be, by the outstanding 

principal amount ofthe beneficial interest in the Rule 144A Global Note to be transferred 

or exchanged and to credit or cause to be credited to the securities account ofthe Person 

specified in such instructions a beneficial interest in the corresponding Temporary 

RegulationS Global Note or RegulationS Global Note equal to the reduction in the 

principal amount ofthe Rule 144A Global Note. 

(ii) Temporarv Regulation S Global Note or Regulation S Global Note 

to Rule 144A Global Note. If a Holder of a beneficial interest in a Temporary Regulation 

S Global Note or Regulation S Global Note deposited with the Depository wishes at any 

time to exchange its interest in such Temporary RegulationS Global Note or Regulation 

S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer 

its interest in such Temporary RegulationS Global Note or RegulationS Global Note to a 

Person who wishes to take delivery thereof in the form of an interest in the corresponding 

Rule 144A Global Note, such Holder, subject to the rules and procedures ofEuroclear, 

Clearstream and/or the Depository, as the case may be, may exchange or transfer, or 

cause the exchange or transfer of such interest for an equivalent beneficial interest in the 

corresponding Rule 144A Global Note. Upon receipt by the Purchase Money Notes 

Registrar of (A) instructions from Euroclear, Clearstream and/or the Depository, as the 

case may be, directing the Purchase Money Notes Registrar to cause to be credited a 

beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the 

beneficial interest in such Temporary Regulation S Global Note or Regulation S Global 

Note, but not less than the Authorized Denomination applicable to such Holder's 

Purchase Money Notes, to be exchanged or transferred, such instructions to contain 

information regarding the participant account with the Depository to be credited with 

such increase, (B) a certificate in the form of Exhibit C-3 attached hereto given by the 

Holder of such beneficial interest and stating, among other things, that, in the case of an 

exchange, the Holder is a Qualified Institutional Buyer and is also a Qualified Purchaser 

or, in the case of a transfer, the Person transferring such interest in such Temporary 

Regulation S Global Note or Regulation S Global Note reasonably believes that the 

Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional 

Buyer, is obtaining such beneficial interest in a transaction meeting the requirements of 

Rule 144A and in accordance with any applicable securities Laws of any state ofthe 

United States or any other jurisdiction and is also a Qualified Purchaser and (C) in the 

case of a transfer, a certificate in the form of Exhibit C-4 attached hereto given by the 

proposed transferee stating that it is a Qualified Institutional Buyer and a Qualified 

Purchaser, then the Purchase Money Notes Registrar shall instruct the Depository to 

reduce, or cause to be reduced, the principal amount ofthe Temporary RegulationS 

Global Note or RegulationS Global Note by the aggregate principal amount ofthe 

beneficial interest in the Temporary Regulation S Global Note or Regulation S Global 

Structured Transaction Commercial 2010-1 SFG LLC 23 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
Note to be transferred or exchanged and the Purchase Money Notes Registrar shall 

approve the instruction at the Depository, concurrently with such reduction, to credit or 

cause to be credited to the securities account ofthe Person specified in such instructions a 

beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in 

the outstanding principal amount ofthe Temporary RegulationS Global Note or 

RegulationS Global Note. 

(iii) Rule 144A Global Note to Certificated Note. If a Holder of a 

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

in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the 

form of a Certificated Note, such Holder may, subject to the rules and procedures ofthe 

Depository, transfer or cause the transfer of such interest for an equivalent principal 

amount of one (1) or more such Certificated Notes as described below. Upon receipt by 

the Purchase Money Notes Registrar of (A) instructions given in accordance with the 

Depository's procedures from an Agent Member directing the Paying Agent to deliver 

one (1) or more such Certificated Notes, designating the registered name or names, 

address, payment instructions, and principal amounts ofthe Certificated Notes to be 

executed and delivered (the aggregate outstanding principal amounts of such Certificated 

Notes being equal to the outstanding principal amount ofthe Rule 144A Global Note to 

be transferred), in Authorized Denominations and (B) a certificate in the form ofExhibit 

C-5 attached hereto given by the transferee of such beneficial interest, then the Purchase 

Money Notes Registrar shall instruct the Depository to reduce, or cause to be reduced, the 

applicable Rule 144A Global Note by the aggregate principal amount ofthe beneficial 

interest in such Rule 144A Global Note to be transferred and the Purchase Money Notes 

Registrar shall record the transfer in the Purchase Money Notes Register in accordance 

with Section 2.7(a) and authenticate and deliver one (1) or more Certificated Notes 

registered in the names specified in the certificate described in clause (B) above in 

principal amounts designated by the transferee (the aggregate of such amounts being 

equal to the beneficial interest in the Rule 144A Global Notes to be transferred) and in 

Authorized Denominations. 

If a Holder of a beneficial interest in a Rule 144A Global Note wishes at 

any time to exchange such interest in a Rule 144A Global Note for one (1) or more 

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

an equivalent principal amount of one (1) or more such Certificated Notes as provided 

below. Upon receipt by the Purchase Money Notes Registrar of (A) instructions given in 

accordance with the Depository's procedures from an Agent Member directing the 

Paying Agent to deliver one (1) or more Certificated Notes, (B) a certificate in the form 

ofExhibit C-5 hereto given by the Holder of such beneficial interest and (C) written 

instructions from such Holder designating the registered name or names, address and 

payment instructions of such Holder and principal amounts ofthe applicable Certificated 

Notes to be executed and delivered to such Holder (the aggregate outstanding principal 

amounts of such Certificated Notes being the same as the beneficial interest in the Rule 

144A Global Note to be exchanged), then the Purchase Money Notes Registrar shall 

instruct the Depository to reduce the Rule 144A Global Note by the outstanding principal 

amount ofthe beneficial interest in the Rule 144A Global Note to be exchanged, shall 

record the exchange in the Purchase Money Notes Register in accordance with Section 

Structured Transaction Commercia12010-l SFG LLC 24 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
2.7(a) and authenticate and deliver one (1) or more Certificated Notes registered as 

specified in the instructions described in clause (A) above, in Authorized Denominations. 

(iv) Temporary RegulationS Global Note or RegulationS Global Note 

to Certificated Note. If a Holder of a beneficial interest in a Temporary RegulationS 

Global Note or RegulationS Global Note wishes at any time to transfer its interest in 

such Temporary RegulationS Global Note or RegulationS Global Note to a Person who 

wishes to take delivery thereof in the form of a Certificated Note, such Holder may, 

subject to the rules and procedures ofEuroclear and/or Clearstream, as the case may be, 

transfer or cause the transfer ofsuch interest for an equivalent principal amount ofone 

(1) or more such Certificated Notes as described below. Upon receipt by the Purchase 

Money Notes Registrar of (A) instructions from Euroclear and/or Clearstream, as the case 

may be, directing the Paying Agent to deliver one (1) or more such Certificated Notes, 

designating the registered name or names, address, payment instructions, the principal 

amounts ofthe Certificated Notes to be executed and delivered (the aggregate 

outstanding principal amounts ofsuch Certificated Notes being equal to the outstanding 

principal amount ofthe Temporary RegulationS Global Note or RegulationS Global 

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

Exhibit C-5 hereto given by the transferee ofsuch beneficial interest, then the Purchase 

Money Notes Registrar shall instruct the Depository to reduce, or cause to be reduced, the 

corresponding Temporary RegulationS Global Note or RegulationS Global Note by the 

aggregate principal amount ofthe beneficial interest in such Temporary RegulationS 

Global Note or Regulation S Global Note to be transferred and the Purchase Money 

Notes Registrar shall record the transfer in the Purchase Money Notes Register in 

accordance with Section 2.7(a) and authenticate and deliver one (1) or more Certificated 

Notes registered in the names specified in the certificate described in clause (B) above in 

principal amounts designated by the transferee (the aggregate of such amounts being 

equal to the beneficial interest in the Temporary RegulationS Global Note or Regulation 

S Global Notes to be transferred) and in Authorized Denominations. 

If a Holder of a beneficial interest in a Temporary Regulation S Global 

Note or Regulation S Global Note wishes at any time to exchange such interest in a 

Temporary RegulationS Global Note or RegulationS Global Note for one (1) or more 

Certificated Notes, such Holder may exchange or cause the exchange ofsuch interest for 

an equivalent beneficial interest in one (1) or more such Certificated Notes as provided 

below. Upon receipt by the Purchase Money Notes Registrar of (A) instructions from 

Euroclear and/or Clearstream, as the case may be, directing the Paying Agent to deliver 

one (1) or more Certificated Notes, (B) a certificate in the form ofExhibit C-5 attached 

hereto given by the Holder ofsuch beneficial interest and (C) written instructions from 

such Holder designating the registered name or names, address and payment instructions 

of such Holder and the principal amounts ofthe applicable Certificated Notes to be 

executed and delivered to such Holder (the aggregate outstanding principal amounts of 

such Certificated Notes being the same as the beneficial interest in the Temporary 

RegulationS Global Note or RegulationS Global Note to be exchanged), then the 

Purchase Money Notes Registrar shall instruct the Depository to reduce the Temporary 

RegulationS Global Note or RegulationS Global Note by the aggregate principal amount 

ofthe beneficial interest in the Temporary RegulationS Global Note or RegulationS 

Structured Transaction Commercial2010-l SFG LLC 25 

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WDC991841388-6.084080.0017 
Global Note to be exchanged, shall record the exchange in the Purchase Money Notes 

Register in accordance with Section 2.7(a) and authenticate and deliver one (1) or more 

Certificated Notes registered as specified in the instructions described in clause (A) 

above, in Authorized Denominations. 

(1) So long as a Certificated Note which is also a Restricted Note remains 

outstanding, transfers of such Certificated Note, in whole or in part, shall only bemade in 

accordance with this Section 2.7(1). For the avoidance of doubt, this Section 2.7(1) shall not 

apply to any Certificated Note which is also an Unrestricted Note, the transfer ofwhich shall be 

governed by Section 2.7(m). 

(i) Certificated Note to Temporary Regulation S Global Note or 

RegulationS Global Note. If a Holder of a Purchase Money Note represented by a 

Certificated Note wishes to exchange such Certificated Note for an interest in the 

corresponding Temporary RegulationS Global Note or RegulationS Global Note, or to 

transfer such Certificated Note to a Person who wishes to take delivery thereof in the 

form of an interest in the corresponding Temporary RegulationS Global Note or 

RegulationS Global Note, such Holder may exchange or transfer, or cause the exchange 

or transfer of, such Purchase Money Note for an equivalent beneficial interest in the 

corresponding Temporary RegulationS Global Note or RegulationS Global Note, 

provided, however, that such proposed transferee or the Person requesting such exchange, 

as applicable, is not a U.S. Person. Upon receipt by the Purchase Money Notes Registrar 

of(A) such Certificated Note properly endorsed for such transfer, and written instructions 

from such Holder directing the Purchase Money Notes Registrar to cause to be credited a 

beneficial interest in the Temporary RegulationS Global Note or RegulationS Global 

Note in an amount equal to the principal amount of such Certificated Note, (B) a written 

order containing information regarding the Euroclear or Clearstream account to be 

credited with such increase, (C) a certificate in the form ofExhibit C-6 attached hereto, 

given by the Holder of such Certificated Note stating that the exchange or transfer of 

such interest has been made in compliance with the transfer restrictions applicable to the 

Temporary Regulation S Global Note or Regulation S Global Note, including that the 

proposed transferee or the Person requesting such exchange, as the case may be, is not a 

U.S. Person and that the proposed transfer is being made pursuant to and in accordance 

with Regulation S and (D) in the case of a transfer, a certificate in the form of Exhibit C2. hereto given by the proposed transferee stating that it is not a U.S. Person, the Purchase 

Money Notes Registrar shall cancel such Certificated Note in accordance with Section 

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

Section 2.7(a) and instruct the Depository to increase the principal amount ofthe 

Temporary RegulationS Global Note or RegulationS Global Note by the aggregate 

principal amount ofthe Certificated Note to be exchanged or transferred, and to credit or 

cause to be credited to the account ofthe Person specified in such instructions a 

beneficial interest in the Temporary RegulationS Global Note or RegulationS Global 

Note equal to the amount specified in the instructions received pursuant to clause (A) 

above. Notwithstanding anything else in this Section 2.7(l)(i), prior to the Exchange Date 

a Certificated Note may only be exchanged or transferred for an equivalent beneficial 

interest in the corresponding Temporary RegulationS Global Note. 

Structured Transaction Commercial2010-l SFG LLC 26 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
(ii) Certificated Note to Rule 144A Global Note. If a Holder of a 

Certificated Note wishes to exchange its interest in such Certificated Note for an interest 

in the corresponding Rule 144A Global Note, or to transfer its interest in such 

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

interest in the corresponding Rule 144A Global Note, such Holder may exchange or 

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

beneficial interest in the corresponding Rule 144A Global Note, provided, however, that 

such proposed transferee or the Person requesting such exchange, as applicable, is a 

Qualified Institutional Buyer and a Qualified Purchaser. Upon receipt by the Purchase 

Money Notes Registrar of(A) such Certificated Note properly endorsed for such transfer 

and written instructions from such Holder directing the Purchase Money Notes Registrar 

to cause to be credited a beneficial interest in the Rule 144A Global Note in an amount 

equal to the principal amount of such Certificated Note, such instructions to contain 

information regarding the participant account with the Depository to be credited with 

such increase, (B) a certificate in the form ofExhibit C-7 attached hereto given by the 

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

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

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

applicable Rule 144A Global Note is a Qualified Institutional Buyer, is obtaining such 

beneficial interest in a transaction meeting the requirements ofRule 144A and in 

accordance with any applicable securities Laws of any state ofthe United States or any 

other jurisdiction and is also a Qualified Purchaser and (C) in the case of a transfer, a 

certificate in the form ofExhibit C-4 attached hereto given by the proposed transferee 

stating that it is both a Qualified Institutional Buyer and a Qualified Purchaser, then the 

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

Section 2.16, record the transfer in the Purchase Money Notes Registrar in accordance 

with Section 2.7(a) and instruct the Depository to credit or cause to be credited to the 

securities account ofthe Person specified in such instructions a beneficial interest in the 

Rule 144A Global Note equal to the amount specified in the instructions received 

pursuant to clause (A) above. 

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

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

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

receipt by the Purchase Money Notes Registrar of (A) such Holder's Certificated Note 

properly endorsed for assignment to the transferee and (B) a certificate in the form of 

Exhibit C-8 attached hereto given by the proposed transferee, then the Purchase Money 

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

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

2.7(a) and, upon execution by the Company, deliver one (1) or more Certificated Notes 

endorsed for transfer, registered in the names specified in the assignment described in 

clause (A) above, in principal amounts designated by the transferee (the aggregate of 

such principal amounts being equal to the aggregate principal amount ofthe Certificated 

Notes surrendered by the transferor), and in Authorized Denominations. 

If a Holder of one (1) or more Certificated Notes wishes at any time to 

exchange such Certificated Notes for one (1) or more Certificated Notes of different 

Structured Transaction Commercia12010-l SFG LLC 27 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
outstanding principal amounts, such Holder may exchange or cause the exchange of such 

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

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

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

designating the number and principal amounts ofthe Certificated Notes to be issued (the 

aggregate outstanding principal amounts being equal to the outstanding principal amount 

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

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

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

upon execution by the Company, deliver one (1) or more Certificated Notes endorsed for 

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

Holder, in different outstanding principal amounts designated by such Holder and in 

Authorized Denominations. 

(m) A Holder of a Certificated Note that also is an Unrestricted Note may at 

any time exchange such Certificated Note for a beneficial interest in a Global Note which is also 

an Unrestricted Note or transfer such Certificated Note to a Person who wishes to take delivery 

thereof in the form of an interest in the corresponding Global Note. A Holder of a beneficial 

interest in a Global Note which is also an Unrestricted Note may at any time exchange such 

beneficial interest for a Certificated Note which is also an Unrestricted Note or transfer such 

beneficial interest to a Person who wishes to take delivery thereof in the form of a corresponding 

Certificated Note. 

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

replacement ofPurchase Money Notes bearing the applicable legends set forth in the Exhibits 

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

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

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

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

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

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

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

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

Code or any other applicable Law. Upon provision of such satisfactory evidence, the Paying 

Agent, at the written direction ofthe Company, shall, after due execution by the Company 

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

(o) Each Person who becomes a beneficial owner of Purchase Money Notes 

represented by an interest in a Rule 144A Global Note will be deemed to have represented and 

agreed as follows: 

(i) Such beneficial owner (A) is a Qualified Institutional Buyer and is 

acquiring such Purchase Money Notes in reliance on the exemption from Securities Act 

registration provided by Rule 144A thereunder, (B) is a Qualified Purchaser and (C) 

understands such Purchase Money Notes will bear a legend set forth in the applicable 

exhibit attached hereto and be represented by either one (1) or more Rule 144A Global 

Notes. In addition, it represents and warrants that it (S) was not formed for the purpose 

Structured Transaction Commercial2010-l SFG LLC 28 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
ofinvesting in the Company (except when each beneficial owner ofthe purchaser is a 

Qualified Purchaser), (T) has received the necessary consent from its beneficial owners if 

the purchaser is a private investment company formed before April30, 1996, (U) is not a 

broker-dealer that owns and invests on a discretionary basis less than U.S.$25,000,000 in 

securities of unaffiliated issuers, (V) is not a pension, profit sharing or other retirement 

trust fund or plan in which the partners, beneficiaries or participants, as applicable, may 

designate the particular investments to be made, and in a transaction that may be effected 

without loss of any applicable Investment Company Act exemption, (W) will provide 

notice to any subsequent transferee ofthe transfer restrictions provided in the legend, (X) 

will hold and transfer Purchase Money Notes in an amount ofnot less than U.S.$500,000 

for it or for each account for which it is acting, (Y) will provide the Company and the 

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

to ascertain compliance with this clause (i) and (Z) understands that the Company may 

receive a list of participants holding positions in its securities from one (1) or more book 

entry depositories. 

(ii) Such beneficial owner understands that such Purchase Money 

Notes are being offered only in a transaction not involving any public offering in the 

United States within the meaning ofthe Securities Act, such Purchase Money Notes have 

not been and will not be registered under the Securities Act and, ifin the future such 

beneficial owner decides to offer, resell, pledge or otherwise transfer such Purchase 

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

transferred only in accordance with the provisions ofthis Agreement and the legend on 

such Purchase Money Notes. Such beneficial owner acknowledges that no representation 

has been made as to the availability of any exemption under the Securities Act or any 

state securities Laws for resale ofthe Purchase Money Notes. 

(iii) In connection with the purchase ofsuch Purchase Money Notes, 

(A) the Company is not acting as a fiduciary or financial or investment advisor for such 

beneficial owner; (B) such beneficial owner is not relying (for purposes ofmaking any 

investment decision or otherwise) upon any advice, counsel or representations (whether 

written or oral) ofthe Company or the Receiver or any oftheir agents (in their capacities 

as such), other than any statements in a current offering circular for such Purchase Money 

Notes and any representations expressly set forth in a written agreement with such party; 

(C) such beneficial owner has consulted with its own legal, regulatory, tax, business, 

investment, financial and accounting advisers to the extent it has deemed necessary and 

has made its own investment decisions based upon its own judgment and upon any advice 

from such advisers as it has deemed necessary and not upon any view expressed by the 

Company or the Receiver; (D) such beneficial owner's purchase ofthe Purchase Money 

Notes will comply with all applicable Laws in any jurisdiction in which it resides or is 

located; (E) such beneficial owner is acquiring the Purchase Money Notes as principal 

solely for its own account for investment and not with a view to the resale, distribution or 

other disposition thereof in violation of the Securities Act; (F) such beneficial owner has 

made investments prior to the date hereof and was not formed solely for the purpose of 

investing in the Purchase Money Notes; (G) such beneficial owner is not a (1) 

partnership, (2) common trust fund or (3) special trust, pension, profit sharing or other 

retirement trust fund or plan in which the partners, beneficiaries or participants may 

Structured Transaction Commercial 2010-1 SFG LLC 29 Custodial and Paying Agency Agreement 

WDC991841388-6.084080.00!7 
designate the particular investments to be made; (H) such beneficial owner may not hold 

any Purchase Money Note for the benefit of any other Person, it will at all times be the 

sole beneficial owner thereof for purposes ofthe Investment Company Act and all other 

purposes and it will not sell participation interests in the Purchase Money Notes or enter 

into any other arrangement pursuant to which any other Person will be entitled to a 

beneficial interest in the distributions on the Purchase Money Notes; (I) all securities of 

the Company purchased and held directly or indirectly by such beneficial9wner have a 

value in the aggregate of no more than forty percent ( 40%) ofits total assets or capital 

(exclusive of government securities and cash items) on an unconsolidated basis; and (J) it 

is a sophisticated investor and is purchasing the Purchase Money Notes with a full 

understanding of all ofthe terms, conditions and risks thereof, and it is capable of 

assuming and willing to assume those risks. 

(iv) On each day from the date on which such beneficial owner 

acquires the Purchase Money Notes (or any interest therein) through and including the 

date on which such beneficial owner disposes of its interests in such Purchase Money 

Note, either that (A) such beneficial owner is not, and is not acting on behalf of, or using 

the assets of, any employee benefit plan subject to Title I ofERISA or any plan, 

individual retirement account, Keogh plan or other arrangement subject to Section 4975 

of the Code, or any entity whose underlying assets are considered to include "plan assets" 

of any such plan, account or arrangement or a governmental or other plan which is 

subject to any provisions under any non-U.S., federal, state or local Law that is similar to 

the provisions of Section 406 of ERISA or Section 4975 ofthe Code (any plan, account 

or arrangement described in this clause (A), a "Benefit Plan") or (B) such beneficial 

owner's acquisition, holding (including, without limitation, the exercise of rights 

thereunder) and disposition of such Purchase Money Note (or any interest therein) will 

not constitute or result in a non-exempt prohibited transaction under Section 406 of 

ERISA or Section 4975 ofthe Code (or, in the case of a governmental or other plan, a 

violation of any substantially similar foreign, federal, state or local Law). 

(v) Such beneficial owner understands that this Agreement permits the 

Company to demand that any Holder of Rule 144A Global Notes who is determined not 

to be both a Qualified Institutional Buyer and a Qualified Purchaser at the time of 

acquisition of such Purchase Money Notes, to sell the Purchase Money Notes (a) to a 

Person who is both (1) a Qualified Institutional Buyer and (2) a Qualified Purchaser in a 

transaction meeting the requirements of Rule 144A or another applicable exemption from 

the registration requirements of the Securities Act or (b) to a Person who will take 

delivery in the form of an interest in a Temporary RegulationS Global Note or 

RegulationS Global Note and who is not a U.S. Person in a transaction meeting the 

requirements ofRegulationS and, if the Holder does not comply with such demand 

within thirty (30) days thereof, the Company may sell such Holder's interest in the 

Purchase Money Note in accordance with and pursuant to the terms of this Agreement. 

(vi) Such beneficial owner acknowledges that it is its intent and that it 

understands it is the intent ofthe Company that, for purposes of U.S. federal income, 

state and local income and any other income taxes, the Company will be treated as a 

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WDC99!841388-6.084080.0017 
partnership, the Purchase Money Notes will be treated as indebtedness ofthe Company; it 

agrees to such treatment and agrees to take no action inconsistent with such treatment. 

(vii) Such beneficial owner, ifit is not a "U.S. Person", as such term is 

defined in Section 7701(a)(30) ofthe Code, is not acquiring any Purchase Money Notes 

as part of a plan to reduce, avoid or evade U.S. federal income taxes owed, owing or 

potentially owed or owing. 

(viii) Such beneficial owner is aware that, except as provided in this 

Agreement, the Purchase Money Notes sold to it will be represented by one (1) or more 

Rule 144A Global Notes and that the beneficial interests therein may be held only 

through the Depository or one (1) ofits nominees, as applicable. 

(ix) Such beneficial owner agrees that it will not offer or sell, transfer, 

assign, or otherwise dispose of any Purchase Money Notes or any interest therein except 

(A) pursuant to an exemption from, or in a transaction not subject to, the registration 

requirements ofthe Securities Act and any applicable state securities Laws or the 

applicable Laws of any other jurisdiction and (B) in accordance with the provisions of 

this Agreement, to which provisions it agrees it is subject. 

(x) Such beneficial owner understands that the Company, the Paying 

Agent and the Receiver, their respective Affiliates and their counsel will rely upon the 

accuracy and truth ofthe foregoing representations, and it hereby consents to such 

reliance. 

(xi) Such beneficial owner will provide notice to each Person to whom 

it proposes to transfer any interest in the Purchase Money Notes ofthe transfer 

restrictions and representations set forth in this Section 2. 7, including the Exhibits 

referenced herein. 

(xii) If such beneficial owner is acquiring the Purchase Money Notes 

from an existing Holder, such beneficial owner has satisfied and will satisfY all applicable 

registration and other requirements ofthe FRB in connection with its acquisition ofthe 

Purchase Money Notes. 

(p) Each Person who becomes a beneficial ~wner of Purchase Money Notes 

represented by an interest in a Temporary Regulation S Global Note or Regulation S Global Note 

will be deemed to have made the representations set forth in clauses (ii), (iii), (iv), (vi), (vii), (ix), 

(x) and (xi) above and will be deemed to have further represented and agreed as follows: 

(i) Such beneficial owner is aware that the sale ofPurchase Money 

Notes to it is being made in reliance on the exemption from registration provided by 

RegulationS and understands that the Purchase Money Notes offered in reliance on 

Regulation S will bear a legend set forth in the applicable Exhibit attached hereto and be 

represented by one (1) or more Temporary RegulationS Global Notes or RegulationS 

Global Notes. The Purchase Money Notes so represented may not at any time be held by 

or on behalf ofU.S. Persons as defined in RegulationS under the Securities Act. It and 

each beneficial owner ofthe Purchase Money Notes that it holds is not, and will not be, a 

Structured Transaction Commercial 20 I0-1 SFG LLC 31 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
U.S. Person as defined in RegulationS under the Securities Act or a U.S. resident within 

the meaning ofthe Investment Company Act, and its purchase ofthe Purchase Money 

Notes will comply with all applicable Laws in any jurisdiction in which it resides or is 

located. 

(ii) Such beneficial owner understands that this Agreement permits the 

Company to demand that any Holder of RegulationS Global Notes who is determined to 

be a U.S. Person to sell the Purchase Money Notes (A) to a Person who is not a U.S. 

Person in a transaction meeting the requirements of RegulationS or (B) to a Person who 

will take delivery ofthe Holder's Temporary RegulationS Global Notes or RegulationS 

Global Notes, as applicable, in the form of an interest in a Rule 144A Global Note or a 

Certificated Note and who is both a Qualified Institutional Buyer and a Qualified 

Purchaser, in a transaction meeting the requirements ofRule 144A or another applicable 

exemption from the registration requirements ofthe Securities Act and, ifthe Holder does 

not comply with such demand within thirty (30) days thereof, the Company may sell such 

Holder's interest in the Purchase Money Notes in accordance with and pursuant to the 

terms ofthis Agreement. 

(iii) A Holder of a beneficial interest in a Temporary RegulationS 

Global Note must provide Euroclear or Clearstream or the participant organization 

through which it holds such interest, as the case may be, with a certificate certifying that 

the beneficial owner ofthe interest in the Temporary RegulationS Global Note is a nonU.S. Person, and Euroclear or Clearstream, as the case may be, must provide to the 

Paying Agent a certificate to such effect, prior to (A) the payment of principal with 

respect to such Holder's beneficial interest in the Temporary RegulationS Global Note 

and (B) any exchange of such beneficial interest for a beneficial interest in a RegulationS 

Global Note. 

(iv) Such beneficial owner is aware that, except as otherwise provided 

in this Agreement, the Purchase Money Notes being sold to it, if any, in reliance on 

Regulation S will be represented by one (1) or more Temporary Regulation S Global 

Notes or RegulationS Global Notes and that in each case beneficial interests therein may 

be held only through Euroclear or Clearstream. 

(v) Such beneficial owner does not have its principal place of business 

in any Federal Reserve District ofthe FRB, or it has satisfied and will satisfy all 

applicable registration and other requirements ofthe FRB in connection with its 

acquisition ofthe Purchase Money Notes. 

(vi) On each day from the date on which such beneficial owner 

acquires any Temporary RegulationS Global Note or RegulationS Global Note (or any 

interest therein) through and including the date on which such beneficial owner disposes 

of its interests in such Temporary RegulationS Global Note or RegulationS Global Note, 

either that (A) such beneficial owner is not, and is not acting on behalf of, or using the 

assets of any Benefit Plan, or (B) such beneficial owner's acquisition, holding (including, 

without limitation, the exercise ofrights thereunder) and disposition of such Purchase 

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

Structured Transaction Commercial2010-l SFG LLC 32 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
prohibited transaction under Section 406 ofERISA or Section 4975 ofthe Code (or, in 

the case of a governmental or other plan, a violation of any substantially similar foreign, 

federal, state or local Law). 

(q) The provisions ofthe "Operating Procedures ofthe Euroclear System" of 

Euroclear and the "Terms and Conditions Governing Use ofParticipants" ofClearstream, 

respectively, shall be applicable to the Temporary RegulationS Global Notes and RegulationS 

Global Notes insofar as interests in such Global Notes are held by the Agent Members of 

Euroclear or Clearstream, as the case may be. 

(r) The Agent Members shall have no rights under this Agreement with 

respect to any Global Note held on their behalf by the Paying Agent, as custodian for the 

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

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

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

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

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

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

the exercise ofthe rights of a beneficial interest in any Global Note. 

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

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

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

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

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

any purpose hereunder. 

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

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

Person. 

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

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

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

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

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

specifically required by the express terms ofthis Agreement to be delivered to the Paying Agent 

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

receive and examine the same to determine whether or not the certificate substantially conforms 

on its face to the requirements ofthis Agreement and shall promptly notify the party delivering 

the same ifsuch certificate does not comply with such terms. 

(w) Notwithstanding the foregoing, with the advice of counsel to the 

Company, the Company may adopt one (1) or more other forms oftransfer certificate with 

respect to the transfer ofthe Purchase Money Notes after the Closing Date. The Purchase 

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

Structured Transaction Commercial2010-l SFG LLC 33 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
copies ofsuch other forms oftransfer certificate from the Company, shall be deemed to be 

directed by the Company to also adopt such alternate forms oftransfer certificate. 

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

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

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

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

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

the related Maturing Purchase Money Note (including not accruing interest) and a new maturity 

date satisfactory to the Purchase Money Notes Guarantor; provided, however, that (x) (i) the 

maturity date ofsuch Reissued Purchase Money Note shall not be later than the seventh (7th) 

anniversary ofthe Closing Date and (ii) the outstanding principal amount ofsuch Reissued 

Purchase Money Note at the time ofits issuance shall equal (A) the outstanding principal amount 

ofthe related Maturing Purchase Money Note minus (B) the aggregate amount paid to the 

Holders of such related Maturing Purchase Money Note pursuant to Section 3.3 and (y) no 

modification contained in such Reissued Purchase Money Note shall adversely affect (i) the 

amount or timing of distributions to the Private Owner pursuant to the Priority ofPayments, (ii) 

any other rights or obligations ofthe Private Owner pursuant to this Agreement or any Ancillary 

Document (other than the Purchase Money Notes) or (iii) the rights or interests of any Holder of 

any other Purchase Money Notes or any owner of an interest therein. Simultaneously with the 

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

Reissued Purchase Money Note to repay the Holders ofthe related Maturing Purchase Money 

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

Note shall be subject to all ofthe terms and conditions ofthis Agreement. 

Section 2.9 Mutilated. Defaced. Destroyed, Lost or Stolen Purchase Money Notes. 

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

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

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

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

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

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

acquired by a bona fide purchaser, the Company shall execute and deliver, in lieu of any such 

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

oflike tenor (including the same date ofissuance) and equal principal or face amount registered 

in the same manner, dated the date of its authentication, bearing interest from the date to which 

interest has been paid on the mutilated, defaced, destroyed, lost or stolen Purchase Money Note 

and bearing a number not contemporaneously outstanding. 

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

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

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

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

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

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

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

Structured Transaction Commercial2010-l SFG LLC 34 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
(c) In case any such mutilated, defaced, destroyed, lost or stolen Purchase 

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

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

except that any mutilated Purchase Money Note shall be surrendered. 

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

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

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

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

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

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

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

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

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

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

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

lost or stolen Purchase Money Notes. 

Section 2.10 Payments with Respect to the Purchase Money Notes. 

(a) All reductions in the principal amount of a Purchase Money Note (or one 

(1) or more predecessor Purchase Money Notes) effected by prepayments ofprincipal shall be 

binding upon all future Holders of such Purchase Money Note and of any Purchase Money Note 

issued upon the registration oftransfer thereof or in exchange therefor or in lieu thereof, whether 

or not such payment is noted on such Purchase Money Note. Subject to the foregoing, each 

Purchase Money Note delivered under this Agreement and upon registration oftransfer ofor in 

exchange for or in lieu of any other Purchase Money Note shall carry the rights ofunpaid 

principal or distributions that were carried by such other Purchase Money Note. 

(b) Payments in respect of principal of any Purchase Money Note shall be 

made by or on behalf ofthe Company, in U.S. dollars, to the Depository or its nominee with 

respect to a Global Note and to the Holder or its designee with respect to a Certificated Note, by 

wire transfer, as directed by the Holder, in immediately available funds to a U.S. dollar account 

maintained by the Depository or its nominee with respect to a Global Note, and to the Holder or 

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

Note, the Holder thereof shall have provided written wiring instructions to the Paying Agent on 

or before the related Record Date; and (ii) if appropriate instructions for any such wire transfer 

are not received at least fifteen (15) Business Days prior to the relevant Distribution Date, then 

such payment shall be made by check drawn on a U.S. bank mailed to the address ofthe Holder 

specified in the Purchase Money Notes Register. Upon final payment due on the maturity of a 

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

at the office ofthe Paying Agent on or prior to such maturity; provided that, ifthe Paying Agent 

and the Company shall have been furnished such security or indemnity as may be required by 

them to save each ofthem harmless and an undertaking thereafter to surrender such Purchase 

Money Note, then, in the absence of notice to the Company or the Paying Agent that the 

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WDC99 1841388-6.084080.0017 
applicable Purchase Money Note has been acquired by a bona fide or protected purchaser, and 

upon written direction from the Company such final payment shall be made by the Paying Agent 

without presentation or surrender. All notices and communications to be given to the Holders 

and all payments to be made to the Holders in respect ofthe Purchase Money Notes shall be 

given or made only to or upon the order ofthe registered Holders. Neither the Company nor the 

Paying Agent shall have any responsibility or liability for any aspects ofthe records maintained 

by Euroclear, Clearstream or any ofthe Agent Members relating to or for payme:Qts made 

thereby on account of beneficial interests in a Global Note. 

(c) No payment shall be made to the Holder of any beneficial interest in a 

Temporary Regulation S Global Note unless such Holder has provided Euroclear or Clearstream 

or the participant organization through which it holds such interest with a certificate certifying 

that such Holder is not a U.S. Person. 

Section 2.11 Mandatory Exchange. 

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

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

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

Note or (ii) at any time the Depository, Clearstream or Euroclear, as applicable, ceases to be a 

Clearing Agency registered under the Exchange Act and, in each case, a successor depository is 

not appointed by the Company within ninety (90) days after such notice; and provided that such 

exchange complies with Section 2.7 hereof. 

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

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

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

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

aggregate principal amount of Certificated Notes in Authorized Denominations. Any Certificated 

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

by Section 2.7(n) hereof, bear the legends set forth in the applicable Exhibit hereto and shall be 

subject to the transfer restrictions referred to in such legends. 

(c) Subject to the provisions ofsubsection (b) ofthis Section 2.11, the Holder 

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

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

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

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

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

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

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

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

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

the case may be, the same original aggregate principal amount ofCertificated Notes of 

Authorized Denominations. 

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WDC99 1841388-6.084080.0017 
Section 2.12 Notes Beneficially Owned by Persons Not Qualified Institutional Buyers 

or Qualified Purchasers. 

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

any transfer of (i) a Rule 144A Global Note or a Certificated Note which is also a Restricted 

Note to a U.S. Person that is not both a Qualified Institutional Buyer and a Qualified Purchaser, 

(ii) a RegulationS Global Note or a Temporary RegulationS Global Note to any U.S. Person or 

(iii) an Unrestricted Note to a Person who is not a Qualified Purchaser shall be mill and void, and 

any such purported transfer ofwhich the Company or the Paying Agent shall have notice may be 

disregarded by the Company and the Paying Agent for all purposes. 

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

Qualified Purchaser shall become the owner of a beneficial interest in any Rule 144A Global 

Note or the owner of a Certificated Note which is also a Restricted Note, (ii) any U.S. Person 

shall become the owner of a beneficial interest in any Temporary Regulation S Global Note or 

Regulation S Global Note or (iii) any Person shall be become the owner of (or, in case ofGlobal 

Notes, the owner ofthe beneficial interest in) any Unrestricted Note (any such Person, a "NonPermitted Holder"), the Company, or the Paying Agent acting on behalf ofthe Company shall, 

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

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

is not a Non-Permitted Holder within thirty (30) days ofthe date of such notice. If such NonPermitted Holder fails to so transfer its interest, the Company shall have the right, without 

further notice to the Non-Permitted Holder, to sell such interest to a purchaser selected by the 

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

Company, or the Paying Agent acting on behalf ofthe Company, with the assistance of an 

independent investment bank of national reputation engaged at the expense ofthe Company, 

shall select the purchaser by soliciting one (1) or more bids from one (1) or more brokers or other 

market professionals that regularly deal in securities similar to the Purchase Money Notes and 

selling such interest to the highest such bidder. However, the Company or the Paying Agent may 

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

each Purchase Money Note, the Non-Permitted Holder and each other Person in the chain oftitle 

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

Money Notes, agree to cooperate with the Company and the Paying Agent to effect such 

transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in 

connection with such sale, shall be remitted to the Non-Permitted Holder. The terms and 

conditions of any sale under this subsection shall be determined in the sole discretion ofthe 

Company, and the Company shall not be liable to any Person having an interest in the Purchase 

Money Notes sold as a result of any such sale or the exercise of such discretion. 

Section 2.13 Withholding. If any withholding tax is imposed on any payment made by 

the Company to any Holder, such tax shall reduce the amount otherwise payable to such Holder. 

The Company is hereby authorized to withhold from amounts otherwise payable to any Holder 

sufficient funds for the payment of any tax that is legally owed in connection therewith (but such 

authorization shall not prevent the Company from contesting any such tax in appropriate 

proceedings and withholding payment of such tax, if permitted by Law, pending the outcome of 

such proceedings). The amount of any withholding tax imposed with respect to any Holder shall 

Structured Transaction Commercial 2010-1 SFG LLC 3 7 

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WDC991841388-6.084080.0017 
be treated as cash paid to such Holder at the time it is withheld. Ifthere is a possibility that 

withholding tax is payable with respect to a payment, the Company may, in its sole discretion, 

withhold such amounts in accordance with this Section 2.13. The Company shall not be 

obligated to pay any additional amounts to any Holder or beneficial owner of Purchase Money 

Notes as a result of any withholding or deduction for, or on account of, any present or future 

taxes, duties, assessments or governmental charges imposed on payments in respect ofthe 

Purchase Money Notes. 

Section 2.14 Persons Deemed Owners. The Company, the Paying Agent and any agent 

ofthe Company or the Paying Agent shall treat the Person in whose name any Purchase Money 

Note is registered as the owner of such Purchase Money Note on the Purchase Money Notes 

Register on the applicable Record Date for the purpose ofreceiving payments of principal of and 

interest on or other distributions with respect to such Purchase Money Note and on any other 

date for all other purposes whatsoever (whether or not such payments are overdue), and neither 

the Company, nor the Paying Agent, nor any agent ofthe Company or the Paying Agent, shall be 

affected by notice to the contrary. 

Section 2.15 Holder Voting. With respect to each Purchase Money Note and the 

Purchase Money Notes Guaranty, in any case in which consent ofthe "Holder," in the case of 

any Purchase Money Note, or the "Noteholder", in the case ofthe Purchase Money Notes 

Guaranty, is required, such consent requirement shall be satisfied if(i) with respect to any 

Purchase Money Note, the Holders ofmore than fifty percent (50%) ofthe outstanding principal 

amount of such Purchase Money Note consent and (ii) with respect to the Purchase Money Notes 

Guaranty, the Holders of more than fifty percent (50%) ofthe outstanding principal amount of all 

Purchase Money Notes consent. Notwithstanding the foregoing, with respect to each ofthe 

following, such consent requirement shall only be satisfied if each affected Holder consents: 

(a) any amendment, waiver or other modification that would (I) extend the 

due date for, or reduce the amount of any scheduled repayment ofprincipal of, any Purchase 

Money Note; (II) affect adversely the interests, rights or obligations of any Holder individually 

in comparison to any other Holder; (III) change any place ofpayment where, or the coin or 

currency in which, any Purchase Money Note is payable; (IV) amend or otherwise modify the 

definition of "Event of Default" as defined in any Purchase Money Note; or (V) amend, waive or 

otherwise modify this Section 2.15; and 

(b) any amendment, waiver or other modification that would release the 

Purchase Money Notes Guarantor from all or any part of its obligation to make each and every 

payment under the Purchase Money Notes Guaranty. 

Section 2.16 Cancellation. All Purchase Money Notes surrendered for payment, 

registration or transfer, exchange or redemption, or deemed lost or stolen, shall, if surrendered to 

any Person other than the Paying Agent, be delivered to the Paying Agent, shall be promptly 

canceled by it and may not be reissued or resold. No Purchase Money Notes shall be issued in 

lieu of or in exchange for any Purchase Money Notes canceled as provided in this Section 2.16, 

except as expressly permitted by this Agreement. All cancelled Purchase Money Notes held by 

the Paying Agent shall be destroyed or held by the Paying Agent in accordance with its standard 

retention policy unless the Company shall direct that they be returned to it. 

Structured Transaction Commercial2010-1 SFG LLC 38 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
Section 2.17 Section 3(c)(7) Procedures. 

(a) Depository Actions. The Company shall direct the Depository to take the 

following steps in connection with the Rule 144A Global Notes and Unrestricted Notes 

represented by Global Notes: 

(i) The Company shall direct the Depository to include the "3c7" 

marker in the Depository 20-character security descriptor and the 48-character additional 

descriptor for (A) the Rule 144A Global Notes in order to indicate that sales are limited to 

Persons that are both Qualified Institutional Buyers and Qualified Purchasers and (B) the 

Unrestricted Notes represented by Global Notes in order to indicate that sales are limited to 

Persons that are Qualified Purchasers. 

(ii) The Company shall direct the Depository to cause each physical 

Depository to deliver order ticket delivered by the Depository to purchasers to contain the 

Depository 20-character security descriptor and shall direct the Depository to cause each 

Depository deliver order ticket delivered by the Depository to purchasers in electronic form to 

contain the "3c7" indicator and a related user manual for participants, which shall contain a 

description ofthe relevant restrictions. 

(iii) The Company shall instruct the Depository to send a notice 

substantially in the form attached as Exhibit 0 hereto to all Depository participants in connection 

with the offering ofthe Rule 144A Global Notes or the Unrestricted Notes represented by Global 

Notes. 

(iv) The Company shall advise the Depository that it is a Section 

3(c)(7) issuer and shall request the Depository to include the Rule 144A Global Notes and the 

Unrestricted Notes represented by Global Notes in the Depository's "Reference Directory" of 

Section 3( c )(7) offerings. 

(v) The Company from time to time shall (upon the request ofthe 

Paying Agent or the Purchase Money Notes Registrar) request the Depository to deliver to the 

Company a list of all Depository participants holding an interest in the Rule 144A Global Notes 

or the Unrestricted Notes represented by Global Notes . 

(b) Bloomberg Screens, Etc. The Company ,from time to time shall request all 

third-party vendors to include on screens maintained by such vendors appropriate legends 

regarding Rule 144A and Section 3(c)(7) restrictions on the Rule 144A Global Notes and Section 

3(c)(7) restrictions on the Unrestricted Notes represented by Global Notes. Without limiting the 

foregoing, the Company shall request Bloomberg, L.P. to include the following on each 

Bloomberg screen containing information about the Rule 144A Global Notes or the Unrestricted 

Notes represented by Global Notes: 

(i) The "Note Box" on the bottom ofthe "Security Display" page 

describing (A) each Rule 144A Global Note should state: "Iss'd Under 144A/3c7" and (B) each 

Unrestricted Note represented by a Global Note should state: "Iss'd Under 3c7". 

Structured Transaction Commercial2010-l SFG LLC 39 

Custodial and Paying Agency Agreement 

WDC991841388-6.084080.0017 
(ii) The "Security Display" page should have a flashing red indicator 

stating "See Other Available Information". 

(iii) Such indicator should link to an "Additional Security Information" 

page, which should state that (A) the Rule 144A Global Notes "are being offered in reliance on 

the exemption from registration under Rule 144A to Persons that are both (1) qualified 

institutional buyers (as defined in Rule 144A) and (2) qualified purchasers (as defined under 

Section 3(c)(7))" and (B) the Unrestricted Notes represented by Global Notes "are being offered 

to Persons that are qualified purchasers (as defined under Section 3(c)(7))". 

(c) CUSIP. The Company shall cause each "CUSIP" number obtained for (A) 

the Rule 144A Global Notes to have an attached "fixed field" that contains "3c7" and "144A" 

indicators and (B) the Unrestricted Notes represented by Global Notes to have an attached "fixed 

field" that contains a "3c7" indicator. 

ARTICLE III 


ACCOUNTS 


Section 3.1 Collection Account. On the date hereof, the Company shall establish the 

Collection Account with the Paying Agent. For all Loan Proceeds with respect to any Loan 

received by the Receiver (or by SFG or any other interim servicer) during the Interim Servicing 

Period for which the Servicing Transfer Date has not occurred, the Receiver shall transfer (or 

shall cause SFG or such other interim servicer to transfer) any such Loan Proceeds, net of any 

Servicing Expenses and Pre-Approved Charges then due and payable, no later than two (2) 

Business Days prior to the applicable Distribution Date to the Paying Agent for deposit into the 

Collection Account. For all Loan Proceeds with respect to any Loan received after the Interim 

Servicing Period and for which the Servicing Transfer Date has occurred, the Company shall 

transfer, or cause the Servicer or any Subservicer to transfer, all Loan Proceeds within two (2) 

Business Days of receipt of such funds to the Paying Agent for deposit into the Collection 

Account. No funds from any other source (other than Loan Proceeds, interest or earnings on the 

Loan Proceeds, funds advanced by the Manager as Excess Working Capital Advances pursuant 

to both the LLC Operating Agreement and Section 3. 7 and funds advanced by the Manager as 

Discretionary Funding Advances pursuant to both the LLC Operating Agreement and Section 

3.8) shall be commingled in the Collection Account. Amounts on deposit in (or that are required 

to have been deposited into) the Collection Account (including interest and earnings thereon) 

shall be applied (i) first, to the repayment of any Discretionary ·Funding Advance that the 

Manager has made with respect to any Loan together with accrued and unpaid interest on such 

Discretionary Funding Advances, but only to the extent of Loan Proceeds from the Loan with 

respect to which the Discretionary Funding Advance was made; (ii) second, to the payment of 

the then-outstanding amount of Servicing Expenses and Pre-Approved Charges either then due 

and payable or subject to reimbursement; (iii) third, to fund any Funding Draws in the Private 

Owner's discretion and otherwise permitted pursuant to any Loan Documents; and (iv) the 

balance, if any, to be transferred to the Distribution Account in accordance with Section 3.2; 

provided, however, that any Discretionary Funding Advances shall not be transferred and may be 

used to fund Funding Draws with respect to the Loan to which such Discretionary Funding 

Advances relate. At any time during the Interim Servicing Period, the Initial Member is 

authorized to request the withdrawal offunds from the Collection Account to pay Servicing 

Structured Transaction Commercial2010-1 SFG LLC 40 

Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
Expenses and Pre-Approved Charges. The Manager will have authority to request the 

withdrawal offunds from the Collection Account at any time to pay Servicing Expenses and PreApproved Charges and to fund any Funding Draws, all in accordance with the terms ofthis 

Agreement and the Related Agreements, and ifthe Receiver, the Company, the Servicer or any 

Subservicer at any time erroneously deposits any amount into the Collection Account, the 

Manager will have authority to request the withdrawal of such amount and instruct the Paying 

Agent to pay such amount to the Receiver, the Company, the Servicer or any Subservicer, as 

applicable. The Manager shall provide such requests to the Paying Agent in accordance with 

Section 18.1. The Paying Agent shall invest the amounts on deposit in the Collection Account in 

Permitted Investments in accordance with investment directions from the Company or the 

Purchase Money Notes Guarantor, as applicable, but with a maturity that allows for their 

allocation and transfer to the Distribution Account in accordance with Section 3.2. Upon 

instruction, the Paying Agent shall be authorized and directed to withdraw funds from the 

Collection Account only to pay the Servicing Expenses and Pre-Approved Charges, to fund any 

Funding Draws, 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. The Collection Account 

(and all funds therein) shall be subject to the security interest granted to the Collateral Agent 

under the Reimbursement, Security and Guaranty Agreement and to the Account Control 

Agreement in substantially the form attached hereto as Exhibit N attached hereto. 

Section 3 .2 Distribution Account. On the date hereof, the Company shall establish the 

Distribution Account with the Paying Agent. The Paying Agent shall transfer from the 

Collection Account to the Distribution Account, for application pursuant to Section 5.1, not later 

than 12:00 p.m. New York City time on the Business Day immediately preceding each 

Distribution Date, the amount specified in the Distribution Date instructions delivered pursuant 

to Section 11.4 for such Distribution Date. No funds from any other source shall be commingled 

in the Distribution Account. Amounts on deposit in (or that are required to have been deposited 

into) the Distribution Account (including interest and earnings thereon) shall be allocated and 

may be withdrawn and disbursed only in accordance with the provisions of Section 5 .1. The 

Paying Agent shall be authorized and directed to withdraw funds from the Distribution Account 

only to make disbursements in accordance with this Agreement and not for any other purpose. 

The Distribution Account (and all funds therein) shall be subject to the security interest granted 

to the Collateral Agent under the Reimbursement, Security and Guaranty Agreement and to the 

Account Control Agreement. 

Section 3.3 Defeasance Account. On the date hereof, the Company shall establish the 

Defeasance Account with the Paying Agent. The Paying Agent shall transfer funds to the 

Defeasance Account pursuant to the Priority ofPayments. No funds from any other source 

(other than interest or earnings on amounts described in the immediately preceding sentence and 

amounts deposited (i) pursuant to this Section 3.3, (ii) deposits made by the Purchase Money 

Notes Guarantor as described in this Section 3.3 or (iii) deposits made by the Manager pursuant 

to Section 5.4(y) ofthe LLC Operating Agreement) shall be commingled in the Defeasance 

Account. The Paying Agent shall invest the amounts on deposit in the Defeasance Account in 

Permitted Investments in accordance with investment directions from the Purchase Money Notes 

Guarantor. If, on the maturity date of any Purchase Money Note, there exists a net loss on 

investments on amounts deposited into the Defeasance Account, prior to any liquidation and 

payment described in the following five (5) sentences, the Purchase Money Notes Guarantor 

Structured Transaction Commercial2010-1 SFG LLC 41 Custodial and Paying Agency Agreement 

WDC991841388-6.084080.0017 
shall deposit the amount ofsuch net loss into the Defeasance Account; for the avoidance of 

doubt, no such deposit by the Purchase Money Notes Guarantor shall constitute a payment 

pursuant to the Purchase Money Notes Guaranty. On the Term Note A-1 Maturity Date, the 

Paying Agent after making all disbursements required pursuant to Section 5.1, shall liquidate a 

portion (or, ifthere are insufficient funds in the Defeasance Account with which to repay the 

Holders ofthe Term A-1 Purchase Money Notes pursuant to this sentence, the entire Defeasance 

Account) ofthe Defeasance Account sufficient to pay all amounts owing to the Holders ofthe 

Term A-1 Purchase Money Notes on the Term Note A-1 Maturity Date and pay all proceeds of 

such liquidation to the Holders ofthe Term A-1 Purchase Money Notes in accordance with their 

Holder Percentages. On the Term Note A-2 Maturity Date, the Paying Agent, after making all 

disbursements required pursuant to Section 5.1, shall liquidate a portion (or, ifthere are 

insufficient funds in the Defeasance Account with which to repay the Holders ofthe Term A-2 

Purchase Money Notes pursuant to this sentence, the entire Defeasance Account) ofthe 

Defeasance Account sufficient to pay all amounts owing to the Holders ofthe Term A-2 

Purchase Money Notes on the Term Note A-2 Maturity Date and pay all proceeds ofsuch 

liquidation to the Holders ofthe Term A-2 Purchase Money Notes in accordance with their 

Holder Percentages. On the Term Note A-3 Maturity Date, the Paying Agent, after making all 

disbursements required pursuant to Section 5.1, shall liquidate a portion (or, ifthere are 

insufficient funds in the Defeasance Account with which to repay the Holders ofthe Term A-3 

Purchase Money Notes pursuant to this sentence, the entire Defeasance Account) ofthe 

Defeasance Account sufficient to pay all amounts owing to the Holders ofthe Term A-3 

Purchase Money Notes on the Term Note A-3 Maturity Date and pay all proceeds ofsuch 

liquidation to the Holders ofthe Term A-3 Purchase Money Notes in accordance with their 

Holder Percentages.] If, pursuant to Section 2.8, a Reissued Purchase Money Note is issued 

upon the maturity ofthe related Maturing Purchase Money Note, this Section 3.3 shall apply to 

such Reissued Purchase Money Note following the full or partial liquidation ofthe Defeasance 

Account and payment of the Holders ofthe related Maturing Purchase Money Note and the 

issuance ofsuch Reissued Purchase Money Note. Following the maturity date ofthe last 

Maturing Purchase Money Note (including any Reissued Purchase Money Notes) and the 

payment in full ofthe Holders ofsuch Purchase Money Notes, the Paying Agent shall liquidate 

the Defeasance Account and pay any and all proceeds of such liquidation to the Purchase Money 

Notes Guarantor. The Paying Agent shall be authorized and directed to withdraw funds from the 

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

any other purpose. The Defeasance Account (and all funds therein) shall be subject to the 

security interest granted to the Collateral Agent under the Rei~bursement, Security and 

Guaranty Agreement and to the Account Control Agreement. 

Section 3.4 Revolver Account. On the date hereof, the Company shall establish the 

Revolver Account with the Paying Agent. Proceeds ofLoans (as defined in the Revolving Credit 

Agreement) shall be deposited into the Revolver Account pursuant to the terms ofthe Revolver 

Documents. No funds from any other source (other than interest or earnings on the proceeds of 

Loans (as defined in the Revolving Credit Agreement)) shall be commingled in the Revolver 

Account. The Company and the Manager may withdraw upon written instructions to the Paying 

Agent, funds from the Revolver Account to use such funds solely for a purpose permitted 

pursuant to the Revolver Documents and consistent with the applicable Borrowing Notice (as 

defined in the Revolver Documents). The Paying Agent shall invest the amounts on deposit in 

the Revolver Account in Permitted Investments in accordance with investment instructions from 

Structured Transaction Commercial2010-l SFG LLC 42 

Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
the Company but with a maturity that allows for their transfer in accordance with the Revolver 

Documents. The Revolver Account (and all funds therein) shall be subject to the security 

interest granted to the Collateral Agent under the Reimbursement and Security Agreement and to 

the Account Control Agreement. 

Section 3.5 Intentionally Omitted. 

Section 3.6 Intentionally Omitted. 

Section 3.7 Excess Working Capital Advances. 

The Manager shall, except as otherwise provided in Section 12.6 ofthe LLC Operating 

Agreement, make Excess Working Capital Advances to the Paying Agent from its own funds (i) 

in accordance with the terms described in Section 5.4 ofthe LLC Operating Agreement and (ii) 

to the extent that there are insufficient funds (a) in the Collection Account and also under the 

Revolver with which to pay Working Capital Expenses (other than Funding Draws) in full or (b) 

in the Distribution Account to fund the Defeasance Account by such amount as might be 

required to cure a Purchase Money Notes Trigger Event. The Manager shall direct the Paying 

Agent to deposit any Excess Working Capital Advances to pay W or .king Capital Expenses into 

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

Expenses) and shall direct the Paying Agent to deposit any Excess Working Capital Advances as 

might be required to cure a Purchase Money Notes Trigger Event into the Defeasance Account. 

Section 3.8 Discretionary Funding Advances. Pursuant to Section 5.3 ofthe LLC 

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

from its own funds to the extent there are insufficient funds in the Collection Account or 

otherwise available and permitted under the Revolver Documents with which to fund any 

Funding Draw permitted pursuant to any Loan Documents, which Discretionary Funding 

Advances are to be designated as applicable only to the Loan for which any Funding Draw is 

funded. Any Discretionary Funding Advances are to be deposited into the Collection Account 

from which the funds will be available to fund such Funding Draw. 

Section 3.9 Private Owner Pledged Account. On the date hereof, the Private Owner 

shall establish the Private Owner Pledged Account with the Paying Agent for the exclusive 

purpose ofholding 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 therein) shall be subject to the security 

interest granted for the benefit ofthe Initial Member pursuant to the LLC Operating Agreement, 

this Agreement and the Private Owner Account Control Agreement. 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. 

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

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

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

Structured Transaction Commercial2010-l SFG LLC 43 

Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
in the Private Owner Pledged Account is not less than Five Million Dollars ($5,000,000.00). 

Any such release shall be pursuant to applicable instructions and documentation satisfactory to, 

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

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

ARTICLE IV 


ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS 


Section 4.1 Investment ofFunds in Accounts. 

(a) (i) The Company or the Purchase Money Notes Guarantor, as 

applicable, shall at all times direct the Paying Agent to, and, upon receipt of such investment 

direction, the Paying Agent shall, invest, pending deposit into the Collection Account, the 

Revolver Account or the Defeasance Account, as applicable, amounts received and retained in 

such Accounts, as so directed in Permitted Investments. Ifthe Company or the Purchase Money 

Notes Guarantor, as applicable, shall not have given any such investment directions, the Paying 

Agent shall seek investment directions from such Person. Ifthe Company or the Purchase 

Money Notes Guarantor, as applicable, does not provide the Paying Agent with investment 

directions pursuant to Sections 3.1, 3.3, 3.4 or this Section 4.1, the balance standing to the credit 

ofthe Collection Account, the Revolver Account or the Defeasance Account, as applicable, will 

remain uninvested with no liability for interest thereon. 

(ii) The Private Owner may direct the Paying Agent to, and, upon 

receipt ofsuch investment direction, the Paying Agent shall, invest amounts received and 

retained in the Private Owner Pledged Account, as so directed in Permitted Investments. Ifthe 

Private Owner shall not have given any such investment directions, the Paying Agent shall seek 

investment directions from the Private Owner. Ifthe Private Owner does not provide the Paying 

Agent with investment directions pursuant to Section 3.9, the balance standing to the credit of 

the Private Owner Pledged Account will remain uninvested with no liability for interest thereon. 

All such Permitted Investments must remain in the Private Owner Pledged Account as 

Qualifying Cash Collateral. 

(iii) It is agreed and understood that the Paying Agent may earn fees 

associated with Permitted Investments. 

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

the terms hereofto make a transfer offunds among the Collection Account, the Revolver 

Account, the Distribution Account and the Defeasance Account (collectively, the "Company 

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 offunds from the Company Accounts 

(unless such transfer is between the Company 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 (1) Company Account, and it is not possible to 

Structured Transaction Commercial20IO-l SFG LLC 44 Custodial and Paying Agency Agreement 

WDC991841388-6.084080.0017 
liquidate only the portion of such Permitted Investment allocated to the Company 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 Company 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 ofprincipal) shall be allocated entirely 

to the Company Account from which the transfer of funds was required to be made. The Paying 

Agent shall liquidate all those Permitted Investments that can be liquidated without interest cost 

or penalty before it shall liquidate any 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 ofthe Company or the 

Purchase Money Notes Guarantor, or the Private Owner, 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 ofthe 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 4:00p.m. New York City time on the day 

of deposit. Directions to invest or reinvest that are received after 4:00p.m. New York City time 

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

4.1 (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; provided that any 

interest or other earnings accrued on any balances in the Revolver Account, or on any investment 

thereof, shall be transferred by the Paying Agent from the Revolver Account to the Distribution 

Account, for application pursuant to Section 5.1, not later than 12:00 p.m. New York, New York 

City time on the Business Day immediately preceding the Distribution Date. 

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

the Company, the Revolver Lender, the Purchase Money Notes Guarantor and the Collateral 

Agent of such event and shall request instructions as to the Company Account into which such 

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

Structured Transaction Commercial2010-l SFG LLC 45 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
Account until such time as it receives instructions from the Company (with the written consent 

ofthe Revolver Lender, the Purchase Money Notes Guarantor and the Collateral Agent) stating 

that such amount should be credited to another Company Account in accordance with this 

Agreement, in which case it shall credit such amount, ifstill available, to the Company Account 

designated by the Company (with the written consent ofthe Revolver Lender, Purchase Money 

Notes Guarantor and the Collateral Agent). 

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

by the Paying Agent from the Distribution Account or the Defeasance Account in accordance 

herewith shall be paid by the Paying Agent from amounts on deposit in such account on the 

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 Distribution 

Date Report and this Agreement. 

ARTICLEV 


DISTRIBUTIONS 


Section 5.1 Prioritv ofPayments. 

(a) Notwithstanding any other provision in this Agreement, before each 

Distribution Date, the Paying Agent shall disburse amounts transferred to the Distribution 

Account from the Collection Account pursuant to Section 3.2 for application by the Paying 

Agent in accordance with the priorities set forth in Section 5.l(b) below (the "Priority of 

Payments") and pursuant to the Distribution Date instructions contained in the Distribution Date 

Reports delivered pursuant to Section 11.4. 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 pursuant to Section 

5.l(b)(viii) below upon the delivery ofwritten notice from the Initial Member to the Paying 

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

the terms ofthe LLC Operating Agreement. 

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

distributed in the following order ofpriority: 

(i) first, ratably to pay the fees and expenses ofthe 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, Verification Contractor Amounts payable to the 

Verification Contract (as such terms are defined in the Revolving Credit Agreement) and any 

indemnification payments pursuant to the Revolver Documents; 

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

with respect to each Loan, to pay to (1) the Initial Member the Interim Servicing Fee, together 

with any unpaid portion ofthe Interim Servicing Fee for any prior Due Period and (2) the 

Manager, an amount equal to the Interim Servicing Fee (the "Interim Management Fee"), 

together with any unpaid portion ofthe Interim Management Fee for any prior Due Period, and 

Structured Transaction Commercial2010-l SFG LLC 46 

Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
(B) for each Due Period following the Interim Servicing Period, with respect to each Loan, to 

pay to the Manager an amount equal to the Management Fee, 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 5.4 ofthe LLC Operating Agreement and Section 3.7 above; 

(v) fifth, to pay the aggregate amount ofprincipal and interest accrued 

through and including the Determination Date for the applicable Due Period and unpaid pursuant 

to the Revolver Documents to the Revolver Lender; 

(vi) sixth, to pay any reimbursement amounts, together with any 

accrued interest thereon, due and payable as ofthe Determination Date for the applicable Due 

Period to the Purchase Money Notes Guarantor pursuant to the Reimbursement, Security and 

Guaranty Agreement for previous payments made by it under the Purchase Money Notes 

Guaranty; 

(vii) seventh, all remaining amounts shall be deposited into the 

Defeasance Account until the amount offunds held in the Defeasance Account is equal to the 

sum ofthe outstanding principal balances ofthe Purchase Money Notes; and 

(viii) finally, all remaining amounts shall be paid to the Initial Member 

and the Private Owner in accordance with Section 6.6 ofthe LLC Operating Agreement. 

Section 5.2 Notices ofPayment Failure. The Paying Agent shall deliver prompt 

written notice to the Company, the Purchase Money Notes Guarantor and the Collateral Agent in 

the event that it fails to receive in full the amount required to be paid by the Company, 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 ofreceipt ofa partial 

payment, the amount ofsuch partial payment. 

ARTICLE VI 


CUSTODIAL DOCUMENTS 


Section 6.1 Delivery ofCustodial Documents. 

(a) Delivery. As soon as practical after the <Iate hereof, the Company shall 

deliver or cause to be delivered the Custodial Documents to the Custodian at the office of the 

Custodian at Wells Fargo Dof ument and O :Jdy, 1055 lOth Avenue, SE, Minneapolis, 

Minnesota 55414, Attention: (the "Office"). 

(b) Collateral Certificate: Exceptions. The Custodian shall make available 

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

circumstances, to the Company (and representatives ofthe Company and, ifthe Company so 

determines, the Receiver) an office space at the Office that is sufficient to accommodate up to six 

(6) people to review the Custodial Documents with representatives ofthe Custodian for a period 

ofnot more than ten (1 0) days prior to the delivery ofpossession ofthe same to the Custodian. 

Within forty-five (45) days after delivery ofthe Custodial Documents to the Custodian, the 

Structured Transaction Commercial2010-1 SFG LLC 47 

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WDC99 1841388-6.084080.0017 
Custodian shall execute and deliver to the Company, the Purchase Money Notes Guarantor, the 

Collateral Agent and the Revolver Lender a certificate, substantially in the form annexed hereto 

as Exhibit E, to the effect that the Custodian has received and reviewed the Custodial Documents 

and including a Loan Schedule and Exception List ("Collateral Certificate"). In reviewing the 

documents provided with respect to a Loan, the Custodian shall examine the same in accordance 

with the procedures set forth on Exhibit F hereto and determine, with respect to each such 

document, whether it (i) appears regular on its face (i.e., is not mutilated, damage9, tom, defaced 

or otherwise physically altered), (ii) relates to such Loan, (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. 

(c) Custodial Documents. For each Loan and Acquired Property, to the extent 

applicable and available, the "Custodial Documents" shall include the following: 

(i) the original Note bearing all intervening endorsements and 

endorsed "Pay to the order of2010-1 SFG Venture LLC, without recourse" and signed in the 

name ofthe Federal Deposit Insurance Corporation as Receiver, and an allonge providing for the 

endorsement ofthe Note and endorsed "Pay to the order without recourse" 

and signed by the Company as the last endorsee; and in the event that the original Note is not 

available, a fully executed Assignment and Lost Instrument Affidavit in the form ofExhibit L to 

the Contribution Agreement; 

(ii) the original 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 ofthe related Borrower, title company, escrow agent or closing attorney 

certifying that such represents a true and correct copy ofthe original and that such original has 

been submitted for recordation in the applicable Recording Office; 

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

extension agreements (if any) with evidence ofrecording thereon, or certified copies thereof 

from the applicable Recording Office, or copies thereoftogether with a certification by or other 

similar evidence from the applicable Recording Office or an officer's certificate ofthe related 

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

and correct copy ofthe original and that such original has been submitted for recordation in the 

applicable Recording Office; 

(iv) Acquired Property Files; 

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

Mortgage Assignment in blank for each Loan, in form and substance acceptable for recording 

and signed in the name ofthe Initial Member to the Company; 

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

Mortgage Assignment in blank for each Loan, in form and substance acceptable for recording 

and signed in the name ofthe Company to the Collateral Agent; 

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

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

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

certificate ofthe related Borrower, title company, escrow agent or closing attorney certifying that 

such represents a true and correct copy ofthe original and that such original has been submitted 

for recordation in the applicable Recording Office; 

(viii) the original attorney's opinion oftitle and abstract oftitle or the 

original mortgage title insurance policy or, ifthe original mortgage title insurance policy has not 

been issued, the irrevocable commitment to issue the same; 

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


connection with the Loan, if available; 


(x) Uniform Commercial Code financing statements with recording 

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

Loan under the Uniform Commercial Code; 

(xi) ifthe equity interests of any Ownership Entity are certificated, the 

certificate representing such equity interest; · 

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


Documents held by the bailee; and 


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


Report. 


(d) Supplemental Deliveries. The Company agrees that it shall deliver or 

cause to be delivered to the Custodian (i) any and all additional Custodial Documents with 

respect to a Loan that is not Acquired Property within ten (1 0) days following the execution and 

delivery of any such instrument and (ii) any and all Custodial Documents with respect to any 

Acquired Property within ten (1 0) days following receipt of any such instrument. All such 

deliveries of Custodial Documents pursuant to this Section 6.1 (d) shall be accompanied by a 

certificate in the form ofExhibit G (a "Supplemental Delivery Certificate"), prepared by an 

Authorized Representative ofthe Company, itemizing the Custodial Documents being delivered 

· to the Custodian in such delivery and identifying the Loan or Acquired Property with respect to 

which each such Custodial Document relates. After the receipt thereof, the Custodian shall (A) 

examine the additional Custodial Documents provided with respect to a Loan or Acquired 

Property in accordance with the review procedures set forth on Exhibit F (the "Review 

Procedures") and, determine, with respect to each such document, whether it (i) appears regular 

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

relates to such Loan or Acquired Property, (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 a Loan or Acquired Property are 

placed in the file for the related Loan. In the event the Custodian determines that the 

Supplemental Delivery Certificate is inaccurate, the Custodian shall so notify the Company in 

writing no later than the first (1st) Business Day following its receipt ofthe Supplemental 

Delivery Certificate. Within seven (7) Business Days after the receipt ofthe additional Custodial 

Documents by the Custodian, the Custodian shall provide the Company (with a copy to the 

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Revolver Lender, the Purchase Money Notes Guarantor and the Collateral Agent) with a 

Collateral Certificate, to the effect that the Custodian has received and reviewed the additional 

Underlying Collateral Documents, and include a revised Loan Schedule and Exception List. 

(e) Loan Schedules; Exception Lists; Review Procedures. Each Loan 

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

substance agreed to by the Custodian and the Company. Each Loan Schedule and Exception List 

delivered by the Custodian to the Company shall supersede and cancel the Loan Schedule and 

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

replace the then existing Loan Schedule and Exception List to be attached to the Collateral 

Certificate. Notwithstanding anything to the contrary set forth herein, in the event that the Loan 

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

recently delivered Loan Schedule and Exception List, then the most recently delivered Loan 

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

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

representation that, other than the Exceptions listed as part ofthe last delivered Loan Schedule 

and Exception List: (i) all documents required to be delivered in respect of a Loan or Acquired 

Property pursuant to Section 6.l(a) ofthis Agreement have been delivered and are in the 

possession ofthe Custodian as part ofthe Custodial Documents, (ii) all such documents have 

been reviewed and examined by the Custodian in accordance with the review procedures 

specified on Exhibit F and in this Agreement and appear on their face to be regular and to relate 

to such Loan or Acquired Property and to satisfy (except in the case of a MERS Designated 

Loan) the requirements set forth in Section 6.l(a) ofthis Agreement, (iii) subject to the 

provisions of Section 7 .2(b ), each Loan (except in the case of a MERS Designated Loan) or 

Acquired Property identified on such Loan Schedule and Exception List is being held by the 

Custodian as the bailee for the Company and (iv) subject to the provisions of Section 7 .2(b ), each 

MERS Designated Loan is being held by MERS® as the nominee for the Company. In 

connection with a Loan Schedule and Exception List delivered hereunder by the Custodian, the 

Custodian shall make no representations as to and shall not be responsible for verifying, except 

as set forth in Section 6.l(b) ofthis Agreement, (A) the validity, legality, enforceability, due 

authorization, recordability, sufficiency or genuineness of any ofthe Custodial Documents or (B) 

the collectability, insurability, effectiveness or suitability of any such Loan or Acquired Property. 

Section 6.2 Examination of Custodian Files; Copies. 

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

Revolver Lender, the Purchase Money Notes Guarantor and the Collateral Agent and their 

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

Company, the Collateral Agent, the Purchase Money Notes Guarantor and the Revolver Lender, 

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

permitted during normal business hours to examine the Custodial Documents. 

(b) Upon the request ofthe Company, the Collateral Agent, the Purchase 

Money Notes Guarantor or the Revolver Lender, and at the cost and expense ofthe requesting 

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

however, that the requesting party shall reimburse the Custodian for the actual, reasonable and 

customary costs incurred in providing copies of such Custodial Documents. 

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

Custodial Documents hereunder, the Company shall deliver to the Custodian written instructions 

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

the transmission ofsuch Custodial Documents. The Company shall arrange for the provision of 

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

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

maintain such insurance against loss or damage to the Custodial Documents as the Company 

may deem appropriate. It is expressly agreed that in no event shall the Custodian have any 

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

ofthe Custodian pursuant to this Section 6.3 consistent with the instructions ofthe Company. In 

the event that the Custodian does not receive such written instructions, the Custodian shall be 

authorized and shall be indemnified as provided herein to utilize a nationally recognized courier 

service. 

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 ofthe Custodian, and 

the Bank hereby accepts such appointment as the Custodian, to act as the Company's agent, 

custodian and bailee to hold and maintain custody ofthe Custodial Documents. 

Section 7.2 Obligations ofthe Custodian. 

(a) Maintenance of Custody. Subject to the provisions of Section 7.2(b), the 

Custodian shall (i) hold and maintain continuous custody of all Custodial Documents received by 

it in trust for and for the benefit ofthe Company in secure and fire resistant facilities, (ii) act with 

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

relating to similar loans owned, serviced or held as custodian by the Custodian and, in any event, 

in accordance with customary standards for such custody, (iii) reflect in its records the interest of 

the Company therein, (iv) make disposition ofthe Custodial Documents only in accordance with 

the provisions ofthis Agreement, and (v) subject to the provisions of Section 7.2(b), 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. 

(b) Pledge of Loans to the Collateral Agent., Pursuant to the terms and 

conditions ofthe Reimbursement, Security and Guaranty Agreement, the Company has pledged 

all of its right, title and interest in and to the Loans, the Acquired Property and the Custodial 

Documents to the Collateral Agent for the benefit ofthe Revolver Lender, the Purchase Money 

Notes Guarantor and the other Secured Parties (as defined in the Reimbursement, Security and 

Guaranty Agreement) as security for certain obligations ofthe Company under the Revolver 

Documents and the Purchase Money Notes Guaranty. Accordingly, notwithstanding anything to 

the contrary contained in this Agreement, the Custodian acknowledges and agrees that it holds 

possession ofthe Notes and the other Custodial Documents for the Collateral Agent's benefit 

pursuant to Section 9-313( c) ofthe Uniform Commercial Code, and the Custodian shall mark its 

records to reflect the pledge ofthe Loans, the Acquired Property and the Custodial Documents 

by the Company to the Collateral Agent. The Custodian's records shall reflect the pledge ofthe 

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WDC99 1841388-6.084080.0017 
Loans, the Acquired Property and the Custodial Documents by the Company to the Collateral 

Agent until such time as the Custodian receives written instructions in the form ofExhibit H 

from the Company, including a certification that it is entitled pursuant to the Reimbursement, 

Security and Guaranty Agreement to request the release ofthe Custodial Documents being 

requested for release and that the Loans and the Acquired Property are no longer pledged by the 

Company to the Collateral Agent, at which time the Custodian shall change its records to reflect 

the release ofthe pledge ofthe Loans, the Acquired Property and the Custodial D_ocuments and 

that the Custodian is holding the Loans, the Acquired Property and the Custodial Documents as 

custodian for, and for the benefit of, the Company; provided, however, that, subject to the 

provisions of Section 7.2(d), such pledge shall not affect the right ofthe Custodian to rely on 

instructions from the Company hereunder. The Custodian shall ensure that all Underlying 

Collateral Documents that are removed from the Custodian's possession are returned to the 

Custodian's possession within the time provided by the applicable Uniform Commercial Code to 

maintain the Collateral Agent's perfection. 

(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 ofits 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) Events ofDefault Under the Reimbursement, Security and Guarantv 

Agreement. Upon the Custodian's receipt from the Collateral Agent, the Revolver Lender or the 

Purchase Money Notes Guarantor ofwritten notice at its Office that an Event of Default under 

the Reimbursement, Security and Guaranty Agreement (and as defined therein) has occurred and 

is continuing, the Custodian promptly shall notifY the Collateral Agent in writing and seek 

instructions from (and take instructions only from) the Collateral Agent as to any action to be 

taken by the Custodian hereunder. 

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

shall be served by a third party with any type oflevy, 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 ofthis 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 ofthe 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 ofCustodial 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 (1) ofthe following events has occurred: 

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(i) Ifthe 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. 

(ii) Ifthe Custodian has received a notice in the form ofExhibit H 

from an Authorized Representative ofthe Company stating that the Company has received all 

amounts due under a Loan, or a discounted payoff as payment in full of such Loan, the 

Custodian shall release the related Custodial Documents to the Company or to the Manager in 

accordance with the instructions provided in such notice. 

(iii) Ifthe Custodian has received notice in the form ofExhibit H from 

an Authorized Representative ofthe 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 to the Manager in accordance with the instructions provided in 

such notice. 

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

an Authorized Representative ofthe Company that the Company has agreed to sell a Loan or the 

Underlying Collateral, the Custodian shall deliver the related Custodial Documents to the 

Company or to the Manager in accordance with the instructions provided in such notice. 

(g) 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 ofsuch 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 ofthis 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 ofits expenses under this Agreement as are set forth on Exhibit J, which 

fees and expenses must be reasonable and customary and which fees and expenses should not 

include any attorneys' or other professionals' fees and expenses. The Company shall pay such 

fees and expenses 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. Upon the resignation or 

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removal ofthe Bank as Custodian and Paying Agent or the termination or assignment 

("Termination") ofthis Agreement, all fees and expenses as described in this Section 8.1 shall 

also terminate as ofthe date of Termination; provided, however, that the Bank will be entitled to 

receive fees and expenses accruing prior to the date ofTermination. Nothing in this Section 8.1 

shall be construed to limit in any way the right ofthe Bank, in its respective capacities of 

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 ofthe Custodian and Paying Agent. 

(a) Resignation. Subject to the provisions of Section 9.l(c), the Bank may at 

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

Agreement upon at least sixty (60) days' prior written notice to the Company, the Initial 

Member, the Private Owner, the Purchase Money Notes Guarantor, the Collateral Agent and the 

Revolver Lender. In the event the Bank resigns, it must resign as both the Custodian and Paying 

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

Agent, subject to the provisions of the LLC Operating Agreement and the Reimbursement, 

Security and Guaranty Agreement as they relate to the Company, the Company shall appoint, by 

written instrument, a successor Custodian and Paying Agent. In the event that no successor shall 

have been appointed as the Custodian and Paying Agent within such sixty (60) day period, the 

Bank may petition any court of competent jurisdiction to appoint a successor Custodian and 

Paying Agent. 

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

Collateral Agent, the Purchase Money Notes Guarantor or the Revolver Lender 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 under this 

Agreement upon at least thirty (30) days' prior written notice to the Bank. Promptly after the 

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

provisions ofthe LLC Operating Agreement and the Reimbursement, Security and Guaranty 

Agreement as they relate to the Company, the Company shall appoint, by written instrument, a 

successor Custodian and Paying Agent. 

(c) Effectiveness. Upon appointment of a successor Custodian and Paying 

Agent, the successor Custodian and Paying Agent shall execute, acknowledge and deliver an 

instrument accepting such appointment under, and agreeing to be bound by the terms of, this 

Agreement, at which time the resignation or removal ofthe predecessor Custodian and Paying 

Agent shall become effective and the successor Custodian and Paying Agent, without any further 

act, deed or conveyance, shall become fully vested with all rights, powers, duties and obligations 

ofthe Custodian and the Paying Agent under this Agreement, as if originally named the 

Custodian and Paying Agent hereunder. One (1) original counterpart of such instrument shall be 

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

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

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

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

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

Company and the Bank shall execute and deliver such instruments and do such other things as 

may reasonably be required for more fully and certainly vesting and confirming in the successor 

Custodian and Paying Agent all rights, powers, duties and obligations ofthe Bank as 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 ofthe 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, the Revolver Lender 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 ofthis 

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 

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; 

(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); 

and 

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

the Company, the Initial Member and the Private Owner, that the Bank (i) is a bank, trust 

company or title insurance company subject to supervision and examination by any federal or 

state regulatory authority, (ii) is experienced in providing services ofthe type required to be 

performed by the Bank as the Custodian and Paying Agent under this Agreement, (iii) is 

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qualified and licensed to do business in each jurisdiction in which the Custodial Documents will 

be held to the extent required unless and to the extent the failure to be so qualified or licensed 

will not have a material adverse effect on the Custodian or its ability to perform its obligations 

hereunder, (iv) is not prohibited from exercising custodial powers in any jurisdiction in which 

the Custodial Documents are or will be held, ( v) has combined capital and surplus of at least 

$50,000,000 as reported in its most recent report of condition, (vi) has the facilities to safeguard 

the funds deposited in the Accounts, the Loan Documents and other Custodial DQcuments and 

(vii) as ofthe Closing Date, is not an Affiliate ofthe Company, the Initial Member, the Private 

Owner or the Servicer. 

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 (a) fire and other casualty insurance, (b) 

fidelity insurance, (c) theft of documents insurance, (d) forgery insurance, and (e) errors and 

omissions insurance. All such insurance 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 ofthe 

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, the Receiver, the Purchase Money Notes Guarantor, the Collateral Agent, and the 

Revolver Lender no later than 12:00 noon, New York City time, on each Distribution Date, a 

report for the applicable Due Period (the "Custodian and Paying Agent Report") with respect 

to the Loans and Underlying Collateral (including the Accounts setting forth in reasonable detail 

the balances of and any investments in the Accounts as ofsuch date and all deposits to and 

disbursements, including of all Loan Proceeds or the Management Fee from the Accounts, 

including the date on which made, since the date ofthe previous report) held by the Custodian 

and Paying Agent pursuant to this Agreement and such other information as may otherwise be 

agreed by the parties with respect to such Due Period, all as set forth on Exhibit K. The 

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. 

(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 ofthe Manager, (ii) the Distribution Date Report for the applicable 

Due Period, and (iii) such other information as may be agreed upon by the parties, all as set forth 

in Exhibit K. 

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Section 11.2 Additional Reports. 

(a) Within two (2) Business Days after receipt of a written request ofthe 

Company, the Collateral Agent, the Purchase Money Notes Guarantor or the Revolver Lender 

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

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

Schedule and Exception List, as applicable. 

(b) The Custodian and Paying Agent shall provide any additional information 

or reports relating to the Accounts and the transactions therein reasonably requested from time to 

time by the Company, the Collateral Agent, the Purchase Money Notes Guarantor or the 

Revolver Lender in the case of any Account. 

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

Period, the Company shall prepare and deliver or cause the Manager to prepare and deliver, no 

later than three (3) Business Days prior to the relevant Distribution Date, to the Paying Agent, 

the Initial Member and the Purchase Money Notes Guarantor a report which shall specify the 

amounts and recipients of all funds to be distributed by the Paying Agent on the relevant 

Distribution Date as determined as ofthe close of business on the applicable Determination Date 

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

equivalent officer)) ofthe Company (the "Distribution Date Report"); provided, however, that 

(unless the Company and the Initial Member agree otherwise) the Initial Member will prepare 

and deliver to the Paying Agent and the Purchase Money Notes Guarantor the Distribution Date 

Report for all Due Periods ending on or before July 30, 2010. The Distribution Date Report shall 

be a portion ofthe Monthly Report to be provided to the Paying Agent, the Initial Member and 

the Purchase Money Notes Guarantor in accordance with the LLC Operating Agreement. The 

Distribution Date Report shall contain the following information: 

(a) the aggregate amount of Loan Proceeds as ofthe close of business on such 

Determination Date, after giving effect to Loan Proceeds received with respect to the applicable 

Due Period; 

(b) the amount ofLoan Proceeds received during the applicable Due Period; 

(c) [Intentionally Omitted]; and 

(d) for the Collection Account: 

(i) the amount to be transferred from the Collection Account to the 

Distribution Account which shall equal the sum of: (A) all Loan Proceeds received in the 

applicable Due Period plus (B) any amount of Excess Working Capital Advances deposited in 

the Collection Account plus (C) any Discretionary Funding Advances deposited in the Collection 

Account less (D) the total amount of funds withdrawn from the Collection Account as permitted 

pursuant to Section 3.1 for the applicable Due Period; and 

(ii) the amounts payable from the Collection Account (through a 

transfer to the Distribution Account) pursuant to the Priority ofPayments, specifically including: 

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(A) The amount offees and expenses, including any 

indemnification payments, payable to the Custodian and Paying Agent, 

(B) Verification Contractor Amounts payable to the 

Verification Contractor (as such terms are defined in the Revolving Credit Agreement) and any 

indemnification payments pursuant to the Revolver Documents, 

(C) For any Due Period during the Interim Servicing Period, 

the amount ofthe Interim Servicing Fee payable to the Initial Member and the Interim 

Management Fee payable to the Manager; and for any Due Period thereafter, the amount ofthe 

Management Fee payable to the Manager, 

(D) The amount ofExcess Working Capital Advances payable 

to the Manager, 

(E) The amount of principal and accrued and unpaid interest 

payable to the Revolver Lender pursuant to the Revolver Documents, 

(F) The amount to be deposited in the Defeasance Account, 

(G) The reimbursement amounts and any accrued interest 

thereon payable to the Purchase Money Notes Guarantor for previous payments made by it under 

the Purchase Money Notes Guaranty, 

(H) The amount payable as distributions to the Initial Member 

and to the Private Owner, and 

(I) If applicable, any other amounts or calculations required 

pursuant to Section 5.1. 

Section 11.4 Distribution Date Instructions. Each Distribution Date Report shall 

contain instructions to the Paying Agent to withdraw on the related Distribution Date from the 

Distribution Account and pay or transfer the amounts set forth in such report in the manner 

specified, and in accordance with the priorities established, in Section 5.1 ofthis Agreement. 

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

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

respect to the Accounts, including the disbursement of all Loan Proceeds. The Paying Agent 

also shall maintain a complete and accurate set offiles, books and records regarding the Loans 

and the Underlying Collateral. This obligation to maintain a complete and accurate set of 

records shall encompass all files in the Custodian and Paying Agent's custody, possession or 

control pertaining to the Loans and the Underlying Collateral, including all Custodial 

Documents. The Paying Agent shall permit the Company, the Purchase Money Notes Guarantor, 

the Collateral Agent and the Revolver Lender to examine such accounts, books and records that 

relate to any Company Account, and shall permit the Initial Member and 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. 

Structured Transaction Commercial2010-l SFG LLC 58 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
ARTICLE XII 


NO ADVERSE INTERESTS 


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

represents and warrants that it currently holds, and during the term ofthis Agreement shall hold, 

no adverse interest, by way ofsecurity or otherwise, in any Loan, and hereby waives and releases 

any such interest which it may have in any Loan as ofthe date hereof. The Loans shall not be 

subject to any security interest, lien or right to set-offby the Bank or any third party claiming 

through the Bank, and the Bank shall not pledge, encumber, hypothecate, transfer, dispose of, or 

otherwise grant any third party interest in, any ofthe Loans. 

ARTICLE XIII 


LIABILITY AND INDEMNIFICATION 


Section 13.1 Liability; Indemnification. 

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

Qualifying Cash Collateral on deposit in 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 against any and all liabilities, obligations, losses, damages, 

penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature 

whatsoever, including reasonable attorneys' fees and litigation costs, that may be imposed on, 

incurred by, or asserted against it or them in any way relating to or arising out ofthis Agreement 

or any action taken or not taken by it or them hereunder unless such liabilities, obligations, 

losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were 

imposed on, incurred by or asserted against the Custodian and Paying Agent because ofthe 

breach by the Custodian and Paying Agent of its obligations hereunder, which breach was caused 

by negligence, lack of good faith or willful misconduct on the part ofthe Custodian and Paying 

Agent or any directors, officers, agents or employees ofthe Custodian and Paying Agent. The 

foregoing indemnification shall survive any resignation or removal ofthe Custodian and Paying 

Agent or the termination or assignment ofthis Agreement. 

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

and the directors, officers, agents and employees ofthe Paying Agent against any and all 

liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 

disbursements of any kind or nature whatsoever, including reasonable attorneys' fees and 

litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way 

relating to or arising out ofthis Agreement with respect to the Private Owner Pledged Account or 

the Qualifying Cash Collateral on deposit in such Account or any action taken or not taken by it 

hereunder with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral 

on deposit in such Account unless such liabilities, obligations, losses, damages, penalties, 

actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or 

asserted against the Paying Agent because ofthe breach by the Paying Agent ofits obligations 

hereunder with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral 

on deposit in 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 ofthe 

Structured Transaction Commercial 2010-1 SFG LLC 59 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
Paying Agent. The foregoing indemnification shall survive any resignation or removal ofthe 

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 Loan Schedule and Exception List 

within two (2) Business Days after required or requested by the Company, and such Custodial 

Document is not outstanding pursuant to a Request for Release and Receipt of th~ Custodial 

Documents in the form attached as Exhibit H (a "Custodial Delivery Failure"), then (i) with 

respect to any missing Note with respect to which a Custodial Delivery Failure has occurred and 

has continued in excess ofthree (3) Business Days, the Custodian promptly shall deliver to the 

Company upon request a Lost Instrument Affidavit in the form attached 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 Loan, including a missing Note, (A) the Custodian shall indemnifY the 

Company, the Purchase Money Notes Guarantor, the Collateral Agent and the Revolver Lender 

in accordance with this Section 13.l(c) and (B) at the Company's option, at any time the long 

term obligations ofthe Custodian are rated below the second highest rating category of Moody's 

Investors Service, Inc. or Standard and Poor's Ratings Service, a division ofThe McGraw-Hill 

Companies, Inc., the Custodian shall obtain and maintain an insurance bond naming the 

Company, the Purchase Money Notes Guarantor, the Collateral Agent and the Revolver Lender, 

and their successors in interest and assigns as loss payees, insuring against any losses associated 

with the loss of such document, in an amount equal to the then outstanding principal balance of 

the related Loan or such lesser amount requested by the Company in the Company's sole 

discretion. 

(d) The Custodian and Paying Agent hereby indemnifies and holds harmless 

the Company, the Purchase Money Notes Guarantor, the Collateral Agent and the Revolver 

Lender and their respective directors, officers, employees, agents and designees, against any and 

all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 

disbursements of any kind or nature whatsoever, including reasonable attorneys' fees and 

litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way 

relating to or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent's 

negligence, lack of good faith or willful misconduct or any breach of any ofthe conditions, 

representations, warranties or obligations ofthe Custodian and Paying Agent contained herein; 

provided that in no event shall the Custodian and Paying Agent or any directors, officers, agents 

or employees ofthe Custodian and Paying Agent have any liability with respect to any special, 

indirect, punitive or consequential damages suffered by the Company. The foregoing 

indemnification shall survive any termination or assignment ofthis Agreement. 

ARTICLE XIV 


CUSTODIAN AND PAYING AGENT 


Section 14.1 Reliance ofthe Custodian and Paying Agent. 

(a) Documents: Communications. The Custodian and Paying Agent may rely 

conclusively on any request, instruction, certificate, direction, receipt, demand, consent, 

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

furnished to the Custodian and Paying Agent hereunder or under any Loan Document that the 

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WDC991841388-6.084080.0017 
Custodian and Paying Agent believes in good faith (i) to have been signed or presented by an 

Authorized Representative and (ii) conforms in form to the requirements ofthis 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 Loan D9curnent. 

(b) Requested Instructions. Subject to the provisions of Section 7.2(d), in 

which case the Custodian and Paying Agent shall take instructions only from the Collateral 

Agent, ifthe 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, the Collateral Agent, the Purchase Money Notes 

Guarantor, the Revolver Lender 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, the Private Owner, the 

Collateral Agent or the Revolver Lender (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 ofthe 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 hereunder in good faith and in accordance with such advice or 

opinion of counsel, accountants or other experts. 

(e) Limited Risk. None ofthe provisions ofthis Agreement shall require the 

Custodian and Paying Agent to expend or risk its own funds or· otherwise to incur any liability, 

financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any 

ofits 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 ofsuch 

transaction, will be an Affiliate ofthe Company, the Servicer or any Subservicer, shall be the 

successor ofthe Custodian and Paying Agent hereunder without the execution or filing of any 

Structured Transaction Commercial 20 I0-I SFG LLC 61 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
paper with any party hereto or any further act on the part of any ofthe parties hereto except 

where an instrument oftransfer or assignment is required by law to effect such succession, 

anything herein to the contrary notwithstanding; provided that any such successor shall satisfy 

the representations, warranties and covenants set forth in Section 10.1 ofthis Agreement. The 

Custodian and Paying Agent or successor Custodian and Paying Agent shall provide the 

Company with written notice prior to or within ten (1 0) days after the consummation of any such 

transaction. At no time shall an Affiliate ofthe Company, the Servicer or any Subservicer be the 

Custodian and Paying Agent under this Agreement. 

ARTICLE XV 


TAXES 


Section 15.1 Tax Reports. The Custodian and Paying Agent shall not be responsible 

for the preparation or filing of any reports or returns relating to federal, state or local income 

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 ofthe Company under 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 first to occur of(i) the 

final payment or other liquidation of all ofthe Loans and (ii) disposition of all Underlying 

Collateral (including any Acquired Property), and (b) the release and delivery to the Company of 

all Custodial Documents held by or in the possession ofthe Custodian in accordance with the 

terms ofthis Agreement. Notwithstanding anything to the contrary herein, this Agreement may 

be terminated without cause upon at least thirty (30) days' prior written notice to the Custodian 

and Paying Agent, by any ofthe Company, the Purchase Money Notes Guarantor, the Collateral 

Agent or the Revolver Lender; provided, however, that the Company shall have no right to 

terminate this Agreement ifthe Collateral Agent or the Revolver Lender has provided the 

Borrower with a notice of an event of default under the Revolver Documents or any other 

Transaction Documents (as defined in the Revolving Credit Agreement). 

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 ofsuch 

Person, and the specimen signature for each such Authorized Representative, initially authorized 

hereunder, is set forth on Exhibit M. From time to time, any Person may, by delivering to the 

Structured Transaction Commercia12010-l SFG LLC 62 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
other parties hereto a revised copy ofExhibit M, change such Person's Authorized 

Representative (and amend this Agreement to so provide), but until a new Exhibit M with the 

information regarding the successor Authorized Representative is delivered to a party in 

accordance with this Agreement, that party shall be entitled to rely conclusively on the Exhibit M 

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 the LLC Operating Agreement, theYrivate Owner 

will have the right to designate Authorized Representatives ofthe 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 ofthe occurrence of an 

Event ofDefault by the Private Owner pursuant to the LLC Operating Agreement and the 

removal ofthe 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) ofthe LLC 

Operating Agreement will have the right to designate replacement Authorized Representatives of 

the Company. 

ARTICLE XVIII 


NOTICES 


Section 18.1 Notices. All notices, requests, demands, and other communications 

required or permitted to be given or delivered under or by reason ofthe provisions ofthis 

Agreement shall be in writing and shall be mailed or delivered to the applicable address or 

electronic mail address ofthe parties specified below for such Person or to such other address, 

electronic mail address or telephone number as shall be designated by such party in a notice to 

the other parties. All such notices and other communications shall be deemed to be given or 

made upon the earlier to occur of (i) actual receipt (or refusal thereof) by the relevant party 

hereto and (ii) (A) if delivered by hand or by nationally recognized courier service, when signed 

for (or refused) by or on behalf ofthe relevant party hereto; (B) if delivered by mail, four (4) 

Business Days after deposit in the mails, postage prepaid; and (C) if delivered by electronic mail, 

when delivered. In no event shall a voice mail message be effective as a notice, communication 

or confirmation hereunder. From time to time, any Person may designate a new address for 

purposes ofnotice hereunder by notice to such effect to the other Persons identified below. 

Ifto the Bank for all purposes other than cancellation, presentment, transfer and/or 

exchange of Purchase Money Notes: 

Wells Fargo Bank, N.A. 

9062 Old Annapolis Road 

Columbia, Maryland 21045 

Attn: Client Services Manager 

Ref: Structured Transactions Commercial2010-1 SFG Venture LLC 

Ifto the Bank for purposes of cancellation and presentment of Purchase Money 

Notes: 

Wells Fargo Bank, N.A. 

Structured Transaction Commercial 20 I0-1 SFG LLC 63 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
6th Street & Marquette A venue 

Minneapolis, Minnesota 55479 

Attn: Corporate Trust Services Bondholder Communications 

Ref: Structured Transactions Commercial20 10-1 SFG Venture LLC 

Ifto the Bank for purposes oftransfer and/or exchange of Purchase Money Notes: 

Wells Fargo Bank, N.A. 

6th Street & Marquette A venue 

Minneapolis, Minnesota 55479 

Attn: Corporate Trust Services Transfer Agent D epartment 

Ref: Structured Transactions Commercial 20 10-1 SFG Venture LLC 

Ifto the Company: 

201 0-1 SFG Venture LLC 

c/o Square Mile Capital Management LLC 

450 Park A venue 

New York, New York 10022 

Attention: Josef h D ' Angelo 

Email Address: 

L---------------------~ 

with a copy to: 

Greenberg Traurig 


MetLife Building 


200 Park Avenue 


New York, New York 10166 


Attention : G 

Email Address: 

Ifto the Purchase Money Notes Guarantor, the Collateral Agent, the Initia l 

Member or t he Revolver Lender: 

Manager, Capital Markets & Resolutions 


Federal Deposit Insurance Corporation 


550 17th Street, N.W. (Room F-70 14) 


Washington, D .C. 20429 


Attention: Ralph Malami 


E-Mail Address: RMalami@fdic.gov 


Structured Transaction Commercial2010·1 SFG LLC 64 

Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

E-Mail Address: DGearin@fdic.gov 

and 

Thomas Raburn 


Federal Deposit Insurance Corporation 


TRaburn@fdic.gov 


Ifto the Private Owner: 

Square Mile Lodging Recovery LLC 


c/o Square Mile Capital Management LLC 


450 Park A venue 


New York, New York 10022 


Attention: Jose<"'""'__.,"-- An~g""'el..,o'---------------,

Email Address i ....____________, 

with a copy to: 

Greenberg Traurig 


MetLife Building 


200 Park A venue 


New York, New York 10166 


Attention: Gary S. Kleinman 


Email Address: L_[ ----------' 

ARTICLE XIX 


MISCELLANEOUS 


Section 19.1 Governing Law. This Agreement shall be governed by and construed in 

accordance with federal Law, but if federal Law does not provide a rule of decision, it shall be 

governed by and construed in accordance with the Law ofthe State ofNew York, excluding any 

conflict oflaws rule or principle that might refer the governance or the construction ofthis 

Agreement to the Law ofanother jurisdiction. Nothing in this Agreement shall require any 

unlawful action or inaction by any party to this Agreement. 

Section 19.2 WaiverofJurvTrial. EACH OF THE COMPANY, THE INITIAL 

MEMBER, THE PRIVATE OWNER, THE REVOLVER LENDER, THE PURCHASE 

Structured Transaction Commercial2010-l SFG LLC 65 

Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
MONEY NOTES GUARANTOR, THE COLLATERAL AGENT AND THE BANK HEREBY 

IRREVOCABLY AND UNCONDITIONALLY W AlVES ANY RIGHT IT MAY HAVE TO A 

TRIAL BY WRY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A 

WDGE SITTING WITHOUT A WRY. 

Section 19.3 Jurisdiction; Venue and Service. 

(a) Each ofthe Company, the Initial Member, the Private Owner and the 

Bank, for itself and its Affiliates, hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction ofthe United States District Court for 

the Southern District ofNew York and to the jurisdiction ofthe United States District Court for 

the District ofColumbia for any suit, action or proceeding against it or any ofits Affiliates 

commenced by the Purchase Money Notes Guarantor or the Collateral Agent arising out of, 

relating to, or in connection with this Agreement or any Ancillary Document, and waives any 

right to: 

(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum other than the court in which the Initial Member, the Purchase 

Money Notes Guarantor or the Collateral Agent, as applicable, files the suit, action or proceeding 

without the consent ofthe Initial Member, Purchase Money Notes Guarantor or the Collateral 

Agent, as applicable; 

(B) assert that venue is improper in either the United States 

District Court for the Southern District ofNew York or the United States District Court for the 

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

District ofNew York or the United States District Court for the District of Columbia is an 

inconvenient forum. 

(ii) consents to the jurisdiction ofthe Supreme Court ofthe State of 

New York for any suit, action or proceeding against it or any of its Affiliates commenced by the 

Initial Member, the Purchase Money Notes Guarantor, the Collateral Agent or the Revolver 

Lender arising out of, relating to, or in connection with this Agreement or any Ancillary 

Document (other than the LLC Operating Agreement), and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent ofthe Initial Member, the Purchase 

Money Notes Guarantor, the Collateral Agent or the Revolver Lender, as applicable; 

(B) assert that venue is improper in the Supreme Court ofthe 

State ofNew York; or 

(C) assert that the Supreme Court ofthe State ofNew York is 

an inconvenient forum; 

Structured Transaction Commercial2010-1 SFG LLC 66 

Custodial and Paying Agency Agreement 

WDC991841388-6.084080.0017 
(iii) agrees to bring any suit, action or proceeding by the Company, the 

Bank, or their Affiliates against the Initial Member, the Purchase Money Notes Guarantor, the 

Collateral Agent] or the Revolver Lender in only either the United States District Court for the 

Southern District ofNew 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, the Purchase Money Notes 

Guarantor, the Collateral Agent] or the Revolver Lender, as applicable, and agree~ to consent 

thereafter to transfer ofthe suit, action or proceeding to either the United States District Court for 

the Southern District ofNew York or the United States District Court for the District of 

Columbia at the option ofthe Initial Member, the Purchase Money Notes Guarantor, the 

Collateral Agent or the Revolver Lender, as applicable; and 

(iv) agrees, ifthe United States District Court for the Southern District 

ofNew York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 19.3(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court of the State ofNew York, and waives any 

right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent ofthe Initial Member, the Purchase Money Notes Guarantor, the 

Collateral Agent or the Revolver Lender, as applicable. 

(b) Each ofthe Company and the Bank, on behalf of itself and its Affiliates, 

hereby irrevocably and unconditionally agrees that any final judgment entered against it in any 

suit, action or proceeding falling within Section 19.3(a) may be enforced in any court of 

competent jurisdiction. 

(c) Subject to the provisions of Section 19.3(d), each ofthe Company and the 

Bank, on behalf of itself and its Affiliates, and each ofthe Initial Member, the Private Owner ,the 

Purchase Money Notes Guarantor, the Collateral Agent and the Revolver Lender hereby 

irrevocably and unconditionally agrees that service of all writs, process and summonses in any 

suit, action or proceeding pursuant to Section 19.3(a) or Section 19.3(b) may be effected by the 

mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for 

notices pursuant to Section 18.1 (with copies to such other Persons as specified therein); 

provided, however, that nothing contained in this Section 19.3(c) shall affect the right of any 

party to serve process in any other manner permitted by Law. 

(d) Nothing in this Section 19.3 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 19.3(a)(iii) and Section 

19.3(a)(iv), or in any way limit the FDIC's right to remove, transfer, seek to dismiss, or 

otherwise respond to any suit, action, or proceeding against it in any forum. 

Section 19.4 Counterparts. This Agreement may be executed in two (2) or more 

counterparts, each ofwhich shall be deemed an original but all of which together shall constitute 

but one and the same agreement. This Agreement and any amendments hereto, to the extent 

signed and delivered by facsimile or other electronic means, shall be treated in all manner and 

respects as an original agreement and shall be considered to have the same binding legal effect as 

if it were the original signed version thereof delivered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 

Structured Transaction Commercial2010-1 SFG LLC 67 Custodial and Paying Agency Agreement 

WDC991841388-6.084080.0017 
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 ofthis Agreement which is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (i) ifsuch provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) 

or (ii), such ineffectiveness shall not invalidate any ofthe remaining provisions ofthis 

Agreement. Without limitation ofthe preceding sentence, it is the intent ofthe parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision ofthis Agreement is prohibited or unenforceable in any jurisdiction (because ofthe 

duration or scope (geographic or otherwise) ofsuch provision, or for any other reason) such 

court shall have the power to, and shall, (x) modifY such provision (including, to the extent 

applicable, by limiting the duration or scope of such provision and/or the Persons against whom, 

and/or the circumstances under which, such provision shall be effective in such jurisdiction) for 

purposes of such proceeding to the minimum extent necessary so that such provision, as so 

modified, may then be enforced in such proceeding and (y) enforce such provision, as so 

modified pursuant to clause (x), in such proceeding. Nothing in this Section 19.5 is intended to, 

or shall, limit (1) the ability of any party to this Agreement to appeal any court ruling or the 

effect of any favorable ruling on appeal or (2) the intended effect of Section 19 .1. 

Section 19.6 Compliance With Law. Except as otherwise specifically provided herein, 

each party to this Agreement shall, at its own cost and expense, obey and comply with all 

applicable Laws, as they may pertain to such party's performance ofits obligations hereunder. 

Section 19.7 Entire Agreement. This Agreement contains the entire agreement between 

the Company, the Initial Member, the Private Owner, the Revolver Lender, the Purchase Money 

Notes Guarantor, the Collateral Agent and the Bank with respect to the subject matter hereof and 

supersedes any and all other prior agreements, whether oral or written. Notwithstanding the 

foregoing, however, the parties acknowledge that the Initial Member and the Private Owner are 

parties to this Agreement solely with respect to the Private Owner Pledged Account and the 

QualifYing Cash Collateral on deposit in such Account and that the Initial Member and the 

Private Owner have no rights, benefits, obligations or liabilities pursuant to this Agreement 

except with respect to the Private Owner Pledged Account, the QualifYing Cash Collateral on 

deposit in such account and the Paying Agent's performance ofits duties as the Paying Agent 

with respect to the Private Owner Pledged Account. 

Section 19.8 Assignment; Binding Effect. Except as is permitted pursuant to the 

provisions ofthis Agreement providing for successor Custodians and Paying Agents, the 

Custodian and Paying Agent shall not assign or delegate this Agreement or any ofits rights or 

Structured Transaction Commercial2010-l SFG LLC 68 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
obligations hereunder without the prior written consent ofthe Company and any such purported 

assignment or delegation without such consent shall be void ab initio. This Agreement shall be 

binding on and inure to the benefit ofthe parties hereto and their respective successors and 

permitted assigns, and no other Person or Persons shall have any rights or remedies under or by 

reason ofthis Agreement. 

Section 19.9 Rights Cumulative. The rights, powers and remedies ofthe Custodian and 

Paying Agent, the Initial Member, the Private Owner, the Revolver Lender, the Purchase Money 

Notes Guarantor, the Collateral Agent and the Company under this Agreement shall be in 

addition to all rights, powers and remedies given to the Custodian and Paying Agent, the Initial 

Member, the Private Owner, the Revolver Lender, the Purchase Money Notes Guarantor, the 

Collateral Agent and the Company by virtue of any statute or rule oflaw, 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 ofthe LLC Operating 

Agreement as they relate to the Company, this Agreement may be amended from time to time by 

written agreement signed by the Company, the Revolver Lender, the Purchase Money Notes 

Guarantor, the Collateral Agent and the Custodian and Paying Agent or, if such written 

agreement relates to the Private Owner Pledged Account or the Qualifying Cash Collateral on 

deposit in 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 ofthis Agreement or the intent of any provisions hereof. All section and 

paragraph references contained herein shall refer to sections and paragraphs in this Agreement 

unless otherwise specified. 

(remainder ofpage blank) 

Structured Transaction Commercial2010-l SFG LLC 69 Custodial and Paying Agency Agreement 

WDC99 1841388-6.084080.0017 
IN WITNESS WHEREOF, the Bank, the Purchase Money Notes Guarantor, the 

Collateral Agent, the Initial Member, the Revolver Lender, the Private Owner and the Company 

have each caused this Agreement to be executed as ofthe date first written above. 

By:P=:==::::;:z:=+==== --- Name : Amy 

Title: Vice 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS CORPORATE 

CAPACITY, as Purchase Money Notes Guarantor 

By: _____________ 

Name: Philip G. Mangano 

Title: Special Programs, Manager 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS CAPACITY AS 

RECEIVER FOR SILVERTON BANK, N.A., as 

Collateral Agent 

By:. ____ _________ 

Name: Philip G. Mangano 

Title: Special Programs, Manager 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS CAPACITY AS 

RECEIVER FOR ,SILVERTON BANK, N.A., as 

Initial Member 

By:_____________ 

Name: Philip G. Mangano 

Title: Special Programs, Manager 

Structured Transaction Commercial2010·1 SFG LLC 

Custodial and Paying Agency Agreement 
IN WI1NESS WHEREOF, the Bank, the Purchase Money Notes Guarantor, the 

Collateral Agent, the Initial Member, the Revolver Lender, the Private Owner and the Company 

have each caused this Agreement to be executed as ofthe date first written above. 

WELLS FARGO BANK, N.A. 

By:____________ _ 

Name: Amy Doyle 

Title: Vice President 

FEDERAL DEPOSI'J;' INSURANCE 

CORPORATION, IN ITS CORPORATE 

CAPAC .Y, as Purchase Money Notes Guarantor 

. Mangano 

Title: Special Programs, Manager 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS CAPACITY AS 

RECEIVER FOR SILVERTON BANK, N.A., as Collr A ..n 

By: 

N~6:-rn~ ? · Nrdiigan~ Title: Special Programs, Manager 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS CAPACITY AS 

RECEIVER FO,R SILVERTON BANK, N.A., as 

Ini" ~~ 

Slnlctured Transaction Commercial 20 I 0-I SFG LLC 

Custodial and Paying Agency Agreement 
FEDERAL DEPOSIT INSURANCE 


CORPORATION, IN ITS CAPACITY AS 


RECEIVER FOR SILVERTON BANK, N.A., as 


Revoh : 


By:_.,_-r--.-'7'""""""-------l..--­
 Nam · P ip . Mangano 


Title: Special Programs, Manager 


SQUARE MILE LODGING RECOVERY LLC, 


as Private Owner 


By: ___ __________ 


Name: 


Title: 


2010-l SFG VENTURE LLC, as the Company 


By: 	 Square Mile Lodging Recovery LLC, its 

Manager 

By:. ___________ 


Name: 


Title: 


Structured T11111saction Commercial 2010-1 SFG LLC 

Custodial and Paying Agency Agreement 
FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS CAPACITY AS 

RECEIVER FOR SILVERTON BANK, N.A., as 

Revolver Lender 

By:______________ 

Name: Philip G. Mangano 

Title: Special Programs, Manager 

SQUARE MILE LO I. N<] ~~yLLC, 

as Private Owner __41T_LL_ 

20 -1 SFG VENTURE LLC, as the Company 

By: Square Mile LOCH?:J.IIP!! its 

Manager 

Solomon 

Authorized s;9natory 

Structured Transaction Commercial 20 I 0-1 SFG LLC 

Custodial and Paying Agency Agreement