ADC Venture 2011-2 Structured Transaction 

CUSTODIAL AND PAYING AGENCY AGREEMENT 


by and among 


ADC VENTURE 2011-2, LLC, 


FEDERAL DEPOSIT INSURANCE CORPORATION 


in its capacity as Receiver, as Initial Member, 


CALIFORNIA ADC LOAN PORTFOLIO PRIVATE OWNER, LLC, as Private Owner, 


and 


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Bank 


Dated as of December 20, 2011 

ADC Venture 2011-2 Structured Transaction 

Custodial and Paying Agency Agreement 

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TABLE OF CONTENTS 


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


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


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


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


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


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Section 2.2 
 Delivery of Documentation 

Section 2.3 
 Duties 

Section 2.4 
 [Intentionally Omitted] 

Section 2.5 
 [Intentionally Omitted] 

Section 2.6 
 [Intentionally Omitted] 

Section 2.7 
 [Intentionally Omitted] 

Section 2.8 
 [Intentionally Omitted] 

Section 2.9 
 [Intentionally Omitted] 

Section 2.10 
 [Intentionally Omitted] 

Section 2.11 
 [Intentionally Omitted] 

Section 2.12 
 [Intentionally Omitted] 

Section 2.13 
 [Intentionally Omitted] 

Section 2.14 
 [Intentionally Omitted] 

Section 2.15 
 [Intentionally Omitted] 

Section 2.16 
 [Intentionally Omitted] 

Section 2.17 
 [Intentionally Omitted] 

Section 2.18 
 [Intentionally Omitted] 

Section 2.19 
 [Intentionally Omitted] 

ARTICLE III ACCOUNTS...................................................................................................... 4 


Section 3.1 
 Collection Account. ..................................................................................... 4 


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Section 3.2 
 Distribution Account. 

Section 3.3 
 [Intentionally Omitted] 

Section 3.4 
 [Intentionally Omitted] 

Section 3.5 
 [Intentionally Omitted] 

Section 3.6 
 Working Capital Reserve Account. 

Section 3.7 
 Excess Working Capital Advances 

Section 3.8 
 Discretionary Funding Advances 

Section 3.9 
 Private Owner Pledged Account

Section 3 .1 0 
 Certain General Provisions Regarding the Accounts 

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


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


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


Section 4.3 Inadequately.Identified Amounts .............................................................. 10 


Section 4.4 Payment Procedures .................................................................................. 1 0 


ARTICLE V DISTRIBUTIONS ................................ ........................................................... 10 


Section 5.1 Priority of Payments.................................................................................. 10 


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Section 5.2 Notices of Payment Failure ....................................................................... 11 


Section 5.3 [Intentionally Omitted] .............................................................................. 11 


ARTICLE VI CUSTODIAL DOCUMENTS ......................................................................... 12 


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


Section 6.2 Examination of Custodian Files; Copies ................................................... 16 


Section 6.3 Shipment of Custodial Documents ............................................................ 16 


ARTICLE VII CUSTODIAN .................................................................................................. 16 


Section 7.1 Appointment ofthe Custodian................................................................... 16 


Section 7.2 Obligations ofthe Custodian..................................................................... 17 


ARTICLE VIII FEES AND EXPENSES ................................................................................. 18 


Section 8.1 Fees and Expenses ..................................................................................... 18 


ARTICLE IX REMOVAL OR RESIGNATION ................................................................... 19 


Section 9.1 Removal or Resignation of Custodian and Paying Agent. ........................ 19 


ARTICLE X REPRESENTATIONS, WARRANTIES AND COVENANTS ..................... 20 


Section 10.1 Representations, Warranties and Covenants ............................................. 20 


Section 10.2 Insurance.................................................................................................... 21 


ARTICLE XI REPORTS ........................................................................................................ 21 


Section 11.1 Custodian and Paying Agent Report ......................................................... 21 


Section 11.2 Additional Reports ..................................................................................... 22 


Section 11.3 Company and Servicer Distribution Date Accounting .............................. 22 


Section 11.4 Distribution Date Instructions ................................................................... 23 


Section 11.5 Books and Records .................................................................................... 23 


ARTICLE XII NO ADVERSE INTERESTS .......................................................................... 23 


Section 12.1 No Adverse Interests ................................................................................. 23 


ARTICLE XIII LIABILITY AND INDEMNIFICATION ....................................................... 24 


Section 13 .1 Liability; Indemnification .......................................................................... 24 


ARTICLE XIV CUSTODIAN AND PAYING AGENT .......................................................... 25 


Section 14.1 Reliance of Custodian and Paying Agent. ................................................. 25 


ARTICLE XV TAXES ............................................................................................................ 27 


Section 15.1 Tax Reports ................................................................................................ 27 


Section 15.2 Stamp and Other Similar Taxes ................................................................. 27 


Section 15.3 [Intentionally Omitted] .............................................................................. 27 


Section 15.4 [Intentionally Omitted] .............................................................................. 27 


ARTICLEXVI TERM .............................................................................................................. 27 


Section 16.1 Term........................................................................................................... 27 


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ARTICLE XVII AUTHORIZED REPRESENTATIVES .......................................................... 27 


Section 17.1 Authorized Representatives ....................................................................... 27 


ARTICLE XVIII NOTICES ........................................................................................................ 28 


Section 18.1 Notices ....................................................................................................... 28 


ARTICLE XIX MISCELLANEOUS ........................................................................................ 30 


Section 19.1 Governing Law .......................................................................................... 30 


Section 19.2 Waiver of Jury Trial .................................................................................. 30 


Section 19.3 Jurisdiction; Venue and Service ................................................................ 31 


Section 19.4 Counterparts............................................................................................... 32 


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


Section 19.6 Compliance With Law ............................................................................... 33 


Section 19.7 Entire Agreement ....................................................................................... 33 


Section 19.8 Assignment; Binding Effect. ..................................................................... 33 


Section 19.9 Rights Cumulative ..................................................................................... 34 


Section 19.10 Amendments .............................................................................................. 34 


Section 19.11 Headings .................................................................................................... 34 


Section 19.12 Non-petition ............................................................................................... 34 


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Schedule and Exhibits 

Exhibit A 

Exhibit B 

Exhibit C 

Exhibit D 

Exhibit E 

Exhibit F 

ExhibitG 

Exhibit H 

Exhibit I 

Exhibit J 

Exhibit K 

Exhibit L 

Exhibit M 

ExhibitN 

Exhibit 0 

Exhibit P 

Exhibit 0 

Asset Schedule 

[Intentionally Omitted] 

[Intentionally Omitted] 

[Intentionally Omitted] 

Form of Collateral Certificate 

Review Criteria 

Form of Supplemental Delivery Certificate 

Request for Release and Receipt of Custodial Documents 

Request for Release and Receipt of Private Owner Pledged Account Control 

Agreement 

Fees and Expenses of Custodian and Paying Agent 

Custodian and Paying Agent Report 

Form of Lost Instrument Affidavit 

Authorized Representatives 

[Intentionally Omitted] 

[Intentionally Omitted] 

[Intentionally Omitted] 

Form of Private Owner Pledged Account Control Agreement 

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CUSTODIAL AND PAYING AGENCY AGREEMENT 


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

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

made and entered into as of December 20, 2011, by and among (i) ADC Venture 2011-2, LLC, a 

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

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

such capacity, the "Initial Member"), (iii) California ADC Loan Portfolio Private Owner, LLC, 

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

National Association, a national banking association (the "Bank"). 

RECITALS 

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

Schedule attached hereto as Exhibit A; 

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

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

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

Company at the time); 

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

Operating Agreement; 

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

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

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

the services contemplated by this Agreement; 

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

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

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

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

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

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

Agent to perform the services contemplated by this Agreement; and 

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

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

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

certain tasks by the Bank; 

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

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

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

ADC Venture 2011-2 Structured Transaction 

Custodial and Paying Agency Agreement 

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ARTICLE I 


DEFINITIONS AND CONSTRUCTION 


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

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

that certain Agreement of Definitions - ADC Venture 2011-2 Structured Transaction dated as of 

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

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

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

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

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

ARTICLE II 


PAYING AGENT 


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

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

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

accepts such appointment. 

Section 2.2 Delivery of Documentation. 

(a) Copies of the Contribution Agreement and the LLC Operating Agreement 

(or portions thereof) as are necessary for the Paying Agent to be familiar with in order to perform 

its obligations hereunder have been delivered to the Paying Agent by the Company, and the 

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

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

Paying Agent acknowledges receipt thereof. 

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

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

following events has occurred: 

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

accordance with the provisions of Section 9.1, the Custodian shall deliver the Private Owner 

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

2J.. 

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

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

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

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

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

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

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

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

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

calculation is in conformity with the terms ofthe agreement pursuant to which it is given, except 

those irregularities or errors manifestly apparent on the face of such document or actually known 

to the Paying Agent. If, however, any remittance or communication received by the Paying 

Agent appears manifestly erroneous or irregular, the Paying Agent shall endeavor to make 

prompt inquiry to the Person originating such remittance or communication in order to determine 

whether a clerical error or inadvertent mistake has occurred. 

Section 2.4 [Intentionally Omitted]. 

Section 2.5 [Intentionally Omitted]. 

Section 2.6 [Intentionally Omitted]. 

Section 2.7 [Intentionally Omitted]. 

Section 2.8 [Intentionally Omitted]. 

Section 2.9 [Intentionally Omitted]. 

Section 2.10 [Intentionally Omitted]. 

Section 2.11 [Intentionally Omitted]. 

Section 2.12 [Intentionally Omitted] 

Section 2.13 [Intentionally Omitted]. 

Section 2.14 [Intentionally Omitted]. 

Section 2.15 [Intentionally Omitted]. 

Section 2.16 [Intentionally Omitted]. 

Section 2.17 [Intentionally Omitted]. 

Section 2.18 [Intentionally Omitted]. 

Section 2.19 [Intentionally Omitted]. 

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ARTICLE III 


ACCOUNTS 


Section 3.1 Collection Account. 

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

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

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

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

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

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

cause the Servicer or Subservicer to transfer, such Asset Proceeds within two Business Days of 

receipt of such funds to the Paying Agent for deposit into the Collection Account. No funds 

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

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

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

Advances pursuant to the LLC Operating Agreement and Section 3.7, funds advanced by the 

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

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

be commingled in the Collection Account. 

(b) Without limitation of Sections 3.1(c) and 3.2(a) hereof, amounts on 

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

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

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

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

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

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

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

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

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

extent of any transfers of funds from the Working Capital Reserve Account to the Collection 

Account pursuant to Section 12.11(c) of the LLC Operating Agreement and Section 3.6(a), to 

pay Working Capital Expenses; (iii) to the extent of any deposits of Excess Working Capital 

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

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

deposits of Discretionary Funding Advances into the Collection Account pursuant to Section 5.4 

of the LLC Operating Agreement and Section 3.8, to pay Permitted Discretionary Funding 

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

used to fund Permitted Discretionary Funding Expenses only with respect to the Asset to which 

such Discretionary Funding Advances relate. 

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

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

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

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

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

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

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

Servicer or any Subservicer, as applicable. The Manager shall provide such requests to the 

Paying Agent in accordance with Section 18.1. 

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

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

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

accordance with Section 3.2. 

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

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

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

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

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

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

not for any other purpose. 

Section 3.2 Distribution Account. 

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

Account" with the Paying Agent (the "Distribution Account"). The Paying Agent shall transfer 

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

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

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

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

Distribution Date. 

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

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

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

(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 .I. 

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

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

for any other purpose. 

Section 3.3 [Intentionally Omitted]. 

Section 3.4 [Intentionally Omitted]. 

Section 3.5 [Intentionally Omitted]. 

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ADC Venture 2011-2 Structured Transaction 

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Section 3.6 Working Capital Reserve Account. 

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

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

purpose of paying the Working Capital Expenses. To the extent there are insufficient funds in 

the Collection Account with which to pay the outstanding amount of the Working Capital 

Expenses then due and payable, the Company may instruct the Paying Agent to release some or 

all of the funds from the Working Capital Reserve Account (in an amount that the Manager 

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

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

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

Account" for purposes of the preceding sentence, the Company reasonably may take into account, 

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

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

Distribution Date). In addition to the foregoing, each Existing Servicer is authorized during the 

Interim Servicing Period to request releases from the Working Capital Reserve Account as set 

forth in Section 3.3(b) of the Contribution Agreement. 

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

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

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

5.1(b)(v) of this Agreement. 

(c) The Manager, in the exercise of its reasonable discretion, may determine 

to release funds from the Working Capital Reserve Account (into the Collection Account) and 

reduce the Working Capital Reserve to an amount below the Working Capital Reserve Target if 

such funds are required to pay Working Capital Expenses then due and payable. 

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

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

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

Working Capital Reserve Account to the Collection Account. 

(e) [Intentionally Omitted] 

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

Capital Reserve Account in Permitted Investments in accordance with investment directions 

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

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

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

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

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

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

Agreement and not for any other purpose. 

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

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

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

pursuant to Sections 5.5 and 12.6 of the LLC Operating Agreement. The Manager shall direct 

the Paying Agent to deposit any Excess Working Capital Advances if made to pay Working 

Capital Expenses, into the Collection Account (from which the funds will be available to pay 

Working Capital Expenses). 

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

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

from its own funds to fund Permitted Discretionary Funding Expenses on an Asset-by-Asset 

basis. All Discretionary Funding Advances are to be designated as applicable only to the Asset 

to which such Discretionary Funding Advance relates. Any Discretionary Funding Advances are 

to be deposited into the Collection Account, from which the funds will be available to be 

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

to the Acquired REO Property), as applicable, to pay the Permitted Discretionary Funding 

Expenses relating to the specified Asset. 

Section 3.9 Private Owner Pledged Account. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

accordance with this Section 3.9. 

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

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

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

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

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

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

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

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

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

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

Section 3.10 Certain General Provisions. Regarding the Accounts. 

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

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

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

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

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

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

the LLC Operating Agreement. 

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

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

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

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

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

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

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

the LLC Operating Agreement and (without limitation ofthe foregoing) is subject to the Private 

Owner Pledged Account Control Agreement. 

ARTICLE IV 


ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS 


Section 4.1 Investment ofFunds in Accounts. 

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

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

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

Collection Account, the Working Capital Reserve Account, or the Private Owner Pledged 

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

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

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

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

directions pursuant to Sections 3.1, 3.6, 3.9, or 4.1, the balance standing to the credit of the 

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

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

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

Permitted Investments. 

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

the terms hereof to make a transfer of funds among the Accounts, after application of all other 

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

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

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

Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to 

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

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

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

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

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

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

and the proceeds of such liquidation shall be allocated to the Accounts involved in the same 

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

if any, of such liquidation (including any loss of principal) shall be allocated entirely to the 

Account from which the transfer of funds was required to be made. The Paying Agent shall 

liquidate all those Permitted Investments that can be liquidated without interest cost or penalty 

before it shall liquidate any Permitted Investment, the liquidation of which would involve an 

interest cost or penalty. The Paying Agent shall have no liability with respect to any interest cost 

or penalty on the liquidation of any Permitted Investment pursuant to this Section 4.1. 

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

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

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

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

funds therein or balances thereof shall include the investments in which such moneys are 

invested. 

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

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

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

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

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

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

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 of this Agreement. 

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

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

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

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

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

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

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

funds therein) during such Due Period. 

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

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

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

Company, the Initial Member and the Private Owner and shall request instructions as to the 

Account into which such amount should be credited. The Paying Agent shall credit such amount 

to the Collection Account until such time as it receives instructions from the Company (with the 

written consent of the Initial Member) stating that such amount should be credited to another 

Account in accordance with this Agreement, in which case it shall credit such amount, if still 

available, to the Account designated by the Company (with the written consent of the Initial 

Member). 

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

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

Paying Agent from amounts on deposit in such account on the related Distribution Date, in 

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

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

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

Agreement. 

ARTICLEV 


DISTRIBUTIONS 


Section 5.1 Priority of Payments. 

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

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

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

5.1Cb) below (the "Priority of Payments") and pursuant to the Distribution Date instructions 

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

Notwithstanding 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 5.1(b)(ix) below upon the delivery of written 

notice from the Initial Member to the Paying Agent providing that such distributions (i) instead 

should be paid to the Initial Member pursuant to the terms of the LLC Operating Agreement or 

(ii) should be suspended pursuant to Section 8.5 of the LLC Operating Agreement (it being 

understood that this sentence above shall not apply absent delivery of such notice). 

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

described in Section 11.3 will be distributed in the following order of priority. 

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

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

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

(ii) [Intentionally Omitted]; 

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

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

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

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

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

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

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

Management Fee for any prior Due Period; 

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

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

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

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

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

Reserve Target; 

(vi) [Intentionally Omitted]; 

(vii) [Intentionally Omitted]; 

(viii) [Intentionally Omitted]; and 

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

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

accordance with Section 6.6 ofthe LLC Operating Agreement. 

Section 5.2 Notices of Payment Failure. 

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

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

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

Date, which notice shall include a statement that the required payment was not made by the 

Company in full and shall set forth the amount of such required payment and in the case of 

receipt of a partial payment, the amount of such partial payment. 

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

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

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

Section 5.3 [Intentionally Omitted]. 

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ARTICLE VI 


CUSTODIAL DOCUMENTS 


Section 6.1 Delivery of Custodial Documents. 

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

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

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

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

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

Notes and other Custodial Documents (other than the Transfer Documents) to the Custodian as 

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

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

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

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

accordance with Section 3.1 of the Contribution Agreement), the Company shall deliver or cause 

to be delivered to the Custodian (x) to the extent that the Transferor does not deliver all the 

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

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

Company delivered on the Closing Date), the Transfer Documents, (y) the Custodial Documents 

described in clauses (i)(x)(B), (vii), (xi), (xv)(y) and (xvi) of Section 6.1(c) and (z) to the extent 

that the Transferor does not deliver or cause to be delivered the same on or about the Closing 

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

sentence of Section 6.1(e)), the Custodial Documents (other than the Transfer Documents) in 

existence as of the Closing Date. Documents to be delivered to the Custodian pursuant to this 

Section 6.l(a) shall so be delivered at the office of the Custodian at Wells Fargo Document 

Custody, 1055 lOth Avenue, SE, Minneapolis, MN 55414, Attention: Kathleen A. Marshall, 

email: Kathleen.A.Marshall@wellsfargo.com (the "Office"). Without limitation of the foregoing, 

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

with the obligation set forth in the second sentence ofthis Section 6.1(a). 

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

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

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

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

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

with representatives of the Custodian for a period (of not more than ten days) specified by the 

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

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

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

delivered, or delivered, by the Company pursuant to Section 6.l(a) with representatives of the 

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

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

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

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

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

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(including an Asset Schedule and Exception List) ("Collateral Certificate"). Further, within 

forty-five days after the Custodian's receipt of the notice from the Company described in the last 

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

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

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

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

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

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

(ii) relates to the Asset to which it purports to relate, (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. Each Collateral Certificate delivered pursuant to this Agreement shall certify to all of the 

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

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

"Custodial Documents" shall include the following: 

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

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

attached thereto) "PAY TO THE ORDER OF ADC VENTURE 2011-2, LLC, WITHOUT 

RECOURSE AND WITHOUT REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED 

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

in the name of the Federal Deposit Insurance Corporation as the receiver for the applicable 

Failed Bank, or (y) in the event that the original Note is not available, a fully executed 

Assignment and Lost Instrument Affidavit (in the form of Attachment F to the Contribution 

Agreement); 

(ii) the original, or a copy, of the Mortgage with evidence of recording 

thereon, or a certified copy thereof from the applicable Recording Office, or a copy thereof 

together with an officer's certificate of the related Borrower, title company, escrow agent or 

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

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

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

consolidation or extension agreements (if any) with evidence of recording thereon, or certified 

copies thereof from the applicable Recording Office, or copies thereof together with a 

certification by or other similar evidence from the applicable Recording Office or an officer's 

certificate of the related Borrower, title company, escrow agent or closing attorney certifying that 

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

for recordation in the applicable Recording Office; 

(iv) the Acquired Property Files; 

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

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

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

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

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

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

for recordation in the applicable Recording Office; 

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

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

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

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

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

submitted for recordation in the applicable Recording Office; 

(vii) [Intentionally Omitted]; 

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

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

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

copy ofthe title policy from the issuing title company; 

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

with the Asset; 

(x) Uniform Commercial Code financing statements with recording 

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

Asset under the Uniform Commercial Code; 

(xi) [Intentionally Omitted]; 

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

Documents held by the bailee; 

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

Report; 

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

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

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

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

company; 

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

(xvi) such other documents for each Asset as determined by the 

Company. 

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

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

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

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

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

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

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

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

shall be accompanied by a certificate in the form ofExhibit G hereto (a "Supplemental Delivery 

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

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

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

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

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

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

such Asset, (iii) has been executed by the named parties thereon, (iv) where applicable, purports 

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

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

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

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

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

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

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

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

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

Certificate when delivered . 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Exception List delivered hereunder by the Custodian, the Custodian shall make no 

representations as to and shall not be responsible for verifying, except as set forth in Sections 

6.1(b) and 6.1(d) of this Agreement, (A) the validity, legality, enforceability, due authorization, 

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

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

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

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

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

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

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

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

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

Section 6.2 Examination of Custodian Files; Copies. 

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

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

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

normal business hours to examine the Custodial Documents. 

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

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

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

in providing copies of such Custodial Documents. 

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

Custodial Documents pursuant to this Agreement, 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 of such Custodial Documents. The Company shall arrange 

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

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

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

Documents as the Company may deem appropriate. It is expressly agreed that in no event shall 

the Custodian have any liability for any losses or damages to any Person, including the Company, 

arising out of actions of the Custodian pursuant to this Section 6.3 consistent with the 

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

instructions, the Custodian shall be authorized and shall be indemnified as provided in this 

Agreement to utilize a nationally recognized courier service. 

ARTICLE VII 


CUSTODIAN 


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

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

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the Bank hereby accepts such appointment as Custodian, to act as the Company's agent, 

custodian and bailee to hold and maintain custody ofthe Custodial Documents. 

Section 7.2 Obligations of the Custodian. 

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

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

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

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

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

to similar loans owned, serviced or held as custodian by the Custodian and, in any event, in 

accordance with customary standards for such custody, (iii) reflect in its records the interest of 

the Company therein, (iv) make disposition of the Custodial Documents only in accordance with 

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

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

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

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

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

location of such Custodial Documents. 

(b) [Intentionally Omitted] 

(c) Qualification to Conduct Business. Nothing contained in this Agreement 

shall be construed to require the Custodian to qualify to do business in any jurisdiction other than 

(i) any jurisdiction in which any Custodial Document is or may be held by the Custodian from 

time to time under this Agreement or (ii) any jurisdiction in which the ownership of its property 

or the conduct of its business requires such qualification and in which the failure to qualify could 

have a material adverse effect on the Custodian or its property or business or on the ability ofthe 

Custodian to perform its duties and obligations under this Agreement. 

(d) [Intentionally Omitted] 

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

shall be served by a third party with any type of levy, attachment, writ or court order with respect 

to any Custodial Document or (ii) a third party shall institute any court proceeding by which any 

Custodial Document shall be required to be delivered otherwise than in accordance with the 

provisions of this Agreement, the party receiving such service shall promptly deliver or cause to 

be delivered to the other parties to this Agreement copies of all court papers, orders, documents 

and other materials concerning such proceedings. The Custodian shall, to the extent permitted 

by Law, continue to hold and maintain all of the Custodial Documents that are the subject of 

such proceedings pending a final, nonappealable order of a court of competent jurisdiction 

permitting or directing disposition thereof. Upon final determination of such court, the 

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

a direction consistent with such court determination. 

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(f) Release of Custodial Documents. Subject to the provisions of Section 

7.2(e), the Custodian shall retain the Custodial Documents in its possession and custody at all 

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

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

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

successor Custodian in accordance with Section 9 .1. 

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

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

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

the Custodian shall release the related Custodial Documents to the Company or to the Manager 

in accordance with the instructions provided in such notice. 

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

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

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

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

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

provided in such notice. 

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

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

an Asset or the Collateral, the Custodian shall deliver the related Custodial Documents to the 

Company or to the Manager in accordance with the instructions provided in such notice. 

(g) No Other Duties. The Custodian shall have no duties or responsibilities as 

Custodian except those that are specifically set forth herein and shall not be liable except for the 

performance of such duties and obligations. No implied covenants or obligations shall be read 

into this Agreement. 

(h) No Investigation. The Custodian shall be under no obligation to make any 

investigation into the facts or matters stated in any resolution, certificate, statement, 

acknowledgement, consent, order or other document that is included in the Custodial Documents. 

(i) Cooperation. The Company shall cooperate and use commercially 

reasonable efforts to provide any additional documentation or information reasonably requested 

by the Custodian in performing its duties and obligations hereunder. 

G) Survival. The provisions of this Section 7.2 shall survive the resignation 

or removal of the Custodian and Paying Agent and the termination of this Agreement. 

ARTICLE VIII 


FEES AND EXPENSES 


Section 8.1 Fees and Expenses. The Bank shall charge such fees for its services and 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Owner, as applicable, pursuant to Section 13.1. 

ARTICLE IX 


REMOVAL OR RESIGNATION 


Section 9.1 Removal or Resignation of Custodian and Paying Agent. 

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

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

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

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

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

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

the Company shall appoint, by 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 day period, the Bank may petition any court of competent jurisdiction to appoint a 

successor Custodian and Paying Agent. 

(b) Removal. Subject to the provisions of Section 9.1(c), the Company may 

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

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

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

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

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

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

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

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

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

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

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

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

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

Member. Upon appointment of a successor Custodian and Paying Agent, the successor 

Custodian and Paying Agent shall execute, acknowledge and deliver an instrument accepting 

such appointment under, and agreeing to be bound by the terms of, this Agreement, at which 

time the resignation or removal of the predecessor Custodian and Paying Agent shall become 

effective and the successor Custodian and Paying Agent, without any further act, deed or 

conveyance, shall become fully vested with all rights, powers, duties and obligations of the 

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

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

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

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

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

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

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

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

possession of the Paying Agent, and the Company and the Bank shall execute and deliver such 

instruments and do such other things as may reasonably be required for more fully and certainly 

vesting and confirming in the successor Custodian and Paying Agent all rights, powers, duties 

and obligations of the Bank as the Custodian and Paying Agent under this Agreement. 

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

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

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

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

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

Private Owner. 

ARTICLE X 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

Section 10.1 Representations, Warranties and Covenants. 

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

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

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

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

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

Agreement; 

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

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

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

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

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

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

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

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

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

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

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

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

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

and Paying Agent. 

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

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

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

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

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

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

Documents. Upon written request, the Company shall be entitled to receive a certificate of the 

respective insurer that such insurance is in full force and effect. 

ARTICLE XI 


REPORTS 


Section 11.1 Custodian and Paying Agent Report. 

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

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

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

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

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

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

date of the previous report) held by the Custodian and Paying Agent pursuant to this Agreement 

and on such other information as may otherwise be agreed by the parties with respect to such 

Due Period, all as set forth on Exhibit K hereto. The Custodian and Paying Agent shall follow 

the procedures and perform the calculations and reconciliations required to prepare the Custodian 

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and Paying Agent Report, in each case as set forth on Exhibit K hereto. The Paying Agent will 

not be liable for the dissemination of information in accordance with this Agreement. 

(b) The Custodian and Paying Agent Report shall be based on information 

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

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

applicable Due Period and (iii) such other information as may be agreed upon by the parties, all 

as set forth in Exhibit K hereto. 

Section 11.2 Additional Reports. 

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

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

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

Asset Schedule and Exception List, as applicable. 

(b) The Custodian and Paying Agent shall provide any additional information 

or reports relating to the Accounts and the transactions therein reasonably requested from time to 

time by the Company. 

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

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

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

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

distributed by the Paying Agent on the relevant Distribution Date and shall be certified by an 

Authorized Representative (who shall be the chief financial officer (or an equivalent officer)) of 

the Company (the "Cash Flow and Distribution Report"); provided, however, that (unless the 

Company and the Initial Member agree otherwise) the Initial Member will prepare and deliver to 

the Paying Agent the Cash Flow and Distribution Report for all Due Periods ending prior to or 

during the calendar month in which the final Servicing Transfer Date occurs, and each such Cash 

Flow and Distribution Report shall be due no later than two (rather than five) Business Days 

prior to the related Distribution Date. The Cash Flow and Distribution Report shall be a portion 

of the Monthly Report to be provided to the Paying Agent and the Initial Member in accordance 

with the LLC Operating Agreement. The Cash Flow and Distribution Report shall contain the 

following information: 

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

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

(b) for the Collection Account: 

(i) the amount to be transferred from the Collection Account to the 

Distribution Account which shall equal the sum of: (A) the amount described in Section 11.3(a) 

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

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

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

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

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

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

(G) the total amount of funds transferred into the Collection Account during the applicable Due 

Period pursuant to Section 8.1, plus (H) an amount equal to any net interest or other earnings 

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

Due Period, as determined by the Paying Agent and reported pursuant to Section 4.2, less (I) an 

amount equal to any net loss charged to the Collection Account (in respect of investments of the 

funds therein) during such Due Period, as determined by the Paying Agent and reported pursuant 

to Section 4.2; and 

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

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

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

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

(c) Any other amounts or calculations required by Section 5 .1. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

reasonable prior notice and during normal business hours. 

ARTICLE XII 


NO ADVERSE INTERESTS 


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

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

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

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

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

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

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

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

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

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

Responsible Officer of the Bank means any managing director, director, associate, principal, vice 

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

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

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

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

such matter is referred because of his or her knowledge of and familiarity with the particular 

subject. 

ARTICLE XIII 


LIABILITY AND INDEMNIFICATION 


Section 13.1 Liability; Indemnification. 

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

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

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

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

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

it or them in any way relating to or arising out of this Agreement or any action taken or not taken 

by it or them hereunder unless such Losses were imposed on, incurred by or asserted against the 

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

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

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

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

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

the termination or assignment of this Agreement. 

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

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

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

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

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

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

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

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

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

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

any funds or Permitted Investments on deposit in, or credited to, such Account, which breach 

was caused by negligence, lack of good faith or willful misconduct on the part of the Paying 

Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing 

indemnification shall survive any resignation or removal of the Paying Agent or the termination 

or assignment ofthis Agreement. 

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(c) In the event that the Custodian fails to produce a Custodial Document that 

was not identified as an Exception in the then controlling Asset Schedule and Exception List 

within two Business Days after required or requested by the Company, and such Custodial 

Document is not outstanding pursuant to a Request for Release and Receipt of the Custodial 

Documents in the form attached as Exhibit H hereto (a "Custodial Delivery Failure"), then (i) 

with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred 

and has continued in excess of three Business Days, the Custodian promptly shall deliver to the 

Company upon request a Lost Instrument Affidavit in the form attached hereto as Exhibit L 

(unless the original Note shall have been delivered prior to such time) and (ii) with respect to any 

missing document related to such Asset, including a missing Note, (A) the Custodian shall 

indemnify the Company in accordance with Section 13.1(d) and ill} at the Company's option, at 

any time the long term obligations of the Custodian are rated below the second highest rating 

category of Moody's Investors Service, Inc. or Standard and Poor's Ratings Group, a division of 

McGraw-Hill Companies, Inc., the Custodian shall obtain and maintain an insurance bond 

naming the Company and its successors in interest and assigns as loss payees, insuring against 

any losses associated with the loss of such document, in an amount equal to the then-outstanding 

principal balance of the related Asset or such lesser amount requested by the Company in the 

Company's sole discretion. 

(d) The Custodian and Paying Agent shall indemnify and hold harmless the 

Company, the Initial Member and its directors, officers, employees, agents and designees, from 

and against any and all Losses of any kind or nature whatsoever that may be imposed on, 

incurred by, or asserted against it or them in any way relating to or arising out of a Custodial 

Delivery Failure or the Custodian and Paying Agent's negligence, lack of good faith or willful 

misconduct or any breach of any of the conditions, representations, warranties or obligations of 

the Custodian and Paying Agent contained in this Agreement; provided, however, that in no 

event shall the Custodian and Paying Agent or any directors, officers, agents or employees of the 

Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or 

consequential damages suffered by the Company. The foregoing indemnification shall survive 

any termination or assignment of this Agreement. 

ARTICLE XIV 


CUSTODIAN AND PAYING AGENT 


Section 14.1 Reliance of Custodian and Paying Agent. 

(a) Documents; Communications. The Custodian and Paying Agent may rely 

conclusively on any request, instruction, certificate, direction, receipt, demand, consent, 

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

furnished to the Custodian and Paying Agent pursuant to this Agreement or any Asset Document 

that the Custodian and Paying Agent believes in good faith (i) to have been signed or presented 

by an Authorized Representative of the party required to sign or present such document and (ii) 

conforms in form to the requirements of this Agreement; provided, however, that in the case of 

any request, instruction, certificate, direction, receipt, demand, consent, resolution, statement, 

instrument, opinion, report, notice or other document or communication which by any provision 

hereof is specifically required to be furnished to the Custodian and Paying Agent, the Custodian 

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and Paying Agent shall be under a duty to examine the same in accordance with the requirements 

ofthis Agreement and any Asset Document. 

(b) Requested Instructions. If the Custodian and Paying Agent requests 

instructions from the Company, the Initial Member or the Private Owner, as applicable, with 

respect to any act, action or failure to act in connection with this Agreement, the Custodian and 

Paying Agent shall be entitled (without incurring any liability therefor to the Company or any 

other Person) to refrain from taking such action and continue to refrain from acting unless and 

until the Custodian and Paying Agent shall have received written instructions from the Company, 

the Initial Member or the Private Owner, as the case may be. 

(c) Certificates. Whenever the Custodian and Paying Agent shall deem it 

necessary or desirable that a matter be proved or established in connection with taking or 

omitting any action by it hereunder, such matter (unless other evidence in respect thereof be 

herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on 

the part of the Custodian and Paying Agent, be deemed to be conclusively proved or established 

by a certificate of an Authorized Representative of the relevant Party delivered to the Custodian 

and Paying Agent. 

(d) Reliance on Experts. The Custodian and Paying Agent may consult with 

and obtain advice from reputable and experienced outside counsel, certified public accountants 

that are nationally recognized, or other experts and the advice or any opinion of such counsel, 

accountants or other experts shall be full and complete authorization and protection in respect of 

any action taken or omitted by it pursuant to this Agreement in good faith and in accordance with 

such advice or opinion of counsel, accountants or other experts. 

(e) Limited Risk. None of the provisions of this Agreement shall require the 

Custodian and Paying Agent to expend or risk its own funds or otherwise to incur any liability, 

financial or otherwise, in the performance of any of its duties pursuant to this Agreement, or in 

the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that 

repayment of such 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 of the Custodian 

and Paying Agent, except for any such Person who is or, upon consummation of such transaction, 

will be an Affiliate of the Company, the Servicer or any Subservicer, shall be the successor of 

the Custodian and Paying Agent pursuant to this Agreement without the execution or filing of 

any paper with any party to this Agreement or any further act on the part of any of the parties to 

this Agreement except where an instrument of transfer or assignment is required by Law to effect 

such succession, anything in this Agreement to the contrary notwithstanding; provided, however, 

that any such successor shall satisfy the representations, warranties and covenants set forth in 

Section 10.1 of this Agreement. The Custodian and Paying Agent or successor Custodian and 

Paying Agent shall provide the Company with written notice prior to or within ten days after the 

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consummation of any such transaction. At no time shall an Affiliate of the Company, the 

Servicer or any Subservicer be the Custodian and Paying Agent pursuant to this Agreement. 

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 of the Custodian and Paying Agent's 

compensation or for reimbursement of expenses. 

Section 15.2 Stamp and Other Similar Taxes. The Company agrees to indemnify and 

hold harmless the Custodian and Paying Agent from, and shall reimburse the Custodian and 

Paying Agent for, any present or future claim for liability for any stamp or other similar Tax and 

any penalties or interest with respect thereto, which may be assessed, levied or collected by any 

jurisdiction in connection with this Agreement. The obligations of the Company pursuant to this 

Section 15.2 shall survive the termination ofthe other provisions ofthis Agreement. 

Section 15.3 [Intentionally Omitted]. 

Section 15.4 [Intentionally Omitted]. 

ARTICLE XVI 

TERM 

Section 16.1 Term. This Agreement shall terminate upon (a) the final payment or other 

liquidation of all of the Assets (including all Acquired Property), (b) the release and delivery to 

the Company of all Custodial Documents held by or in the possession of the Custodian in 

accordance with the terms of this Agreement and (c) the disbursement in accordance with the 

terms hereof of all of the funds and financial assets on deposit in all of the Accounts. 

Notwithstanding anything to the contrary herein, this Agreement may be terminated without 

cause upon at least thirty days' prior written notice to the Custodian and Paying Agent, by the 

Company. 

ARTICLE XVII 

AUTHORIZED REPRESENTATIVES 

Section 17.1 Authorized Representatives. Each individual designated as an Authorized 

Representative of any Person is authorized to give and receive notices, requests and instructions 

and to deliver certificates and documents in connection with this Agreement on behalf of such 

Person, and the specimen signature for each such Authorized Representative, initially authorized 

pursuant to this Agreement, is set forth on Exhibit M hereto. From time to time, any Person may, 

by delivering to the other parties hereto a revised copy of Exhibit M or any resolution, 

incumbency certificate or similar document setting forth the officers of such Person, which 

officers shall be deemed to be Authorized Representatives of such Person for purposes of this 

Agreement, change (including, to the extent applicable, initially specify) such Person's 

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Authorized Representatives (and amend this Agreement to so provide), but until a new Exhibit 

M or resolution, incumbency certificate or similar document with the information regarding such 

successor (or initial) Authorized Representatives is delivered to a party in accordance with this 

Agreement, that party shall be entitled to rely conclusively on the Exhibit M or resolution, 

incumbency certificate or similar document, as applicable, last delivered hereunder. The parties 

acknowledge and agree that unless and until the occurrence of an Event of Default pursuant to 

the LLC Operating Agreement and the removal of the Private Owner as the Manager pursuant to 

the LLC Operating Agreement, the Private Owner in its capacity as the Manager will have the 

right to designate Authorized Representatives of the Manager to act (on behalf of the Manager in 

its capacity as such) as Authorized Representatives of the Company, and that notwithstanding 

any provisions in this Agreement to the contrary, however, upon the delivery of written notice to 

the Custodian and Paying Agent by the Initial Member of the occurrence of an Event of Default 

by the Private Owner pursuant to the LLC Operating Agreement and the removal of the Private 

Owner as the Manager pursuant to the LLC Operating Agreement, the Initial Member or the 

replacement Manager appointed pursuant to Section 3.13(a) of the LLC Operating Agreement 

will have the right to designate replacement Authorized Representatives of the Company. 

ARTICLE XVIII 


NOTICES 


Section 18.1 Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be in writing and shall be mailed or delivered to the applicable address or 

electronic mail address of the parties specified below for such Person or to such other address, 

electronic mail address or telephone number as shall be designated by such party in a notice to 

the other parties. All such notices and other communications shall be deemed to be given or 

made upon the earlier to occur of (i) actual receipt (or refusal thereof) by the relevant party 

hereto and (ii) (A) if delivered by hand or by nationally recognized courier service, when signed 

for (or refused) by or on behalf of the relevant party hereto; (B) if delivered by mail, four 

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 of notice hereunder by notice to such effect to the other Persons identified below. A 

copy of each notice or other communication to the Company hereunder shall 

contemporaneously be delivered to the Initial Member. 

Ifto the Bank: 

Wells Fargo Bank, N.A. 

9062 Old Annapolis Road 

Columbia, Maryland 21045 

Attention: Client Services Manager 

Reference: ADC Venture 2011-2 Structured Transaction 

Email 

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If to the Company: 

ADC Venture 2011-2, LLC 


c/o Sabal Financial Group, L.P. 


4675 MacArthur Court, Suite 1550 


Newport Beach, California 92660 


Attention: R. P<>tt••-r"r''"' 


E-mail 


with copies to: 

California ADC Loan Portfolio Private Owner, LLC 

333 South Grand Avenue, 28th Floor 

Los Angeles, California 90071 

Attention: Mark Jacobs 

E-mail Address: 

Paul Hastings LLP 


515 South Flower Street, 25th Floor 


Los Angeles, California 90071 


Attention: Robert M. Jr. and 


If to the Initial Member: 

Assistant Director- Structured Transactions 

Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7015) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

E-mail Address: rmalami@fdic.gov 

with a copy to: 

Supervisory Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room D-7102) 

Arlington, Virginia 22226 

Attention: Kathleen Russo 

E-mail Address: krusso@fdic.gov 

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Ifto the Private Owner: 

California ADC Loan Portfolio Private Owner, LLC 

c/o Sabal Financial Group, L.P. 

4675 MacArthur Court, Suite 1550 

Newport Beach, California 92660 

Attention: R. Patterson Jackson 

E-mail Addres 

with copies to: 

California ADC Loan Portfolio Private Owner, LLC 

333 South Grand Avenue, 28th Floor 

Los Angeles, California 90071 

Attention: 

E-mail Address: 

Mark Jacobs 

Paul Hastings LLP 

515 South Flower Street, 25th Floor 

Los Angeles, California 90071 

Attention: Robert M. Jr. and 

ARTICLE XIX 


MISCELLANEOUS 


Section 19.1 Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS TO BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE 

OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT 

MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT 

TO THE LAW OF ANOTHER JURISDICTION AND EACH PARTY TO THIS 

AGREEMENT UNCONDITIONALLY AND IRREVOCABLY W AlVES ANY CLAIM TO 

ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL 

ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 19.2 Waiver of Jury Trial. EACH OF THE COMPANY, THE INITIAL 

MEMBER, THE PRIVATE OWNER AND THE BANK HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

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THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

Section 19.3 Jurisdiction; Venue and Service. 

(a) Each of the Company, the Private Owner and the Bank, for itself and its 

Affiliates, hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District ofNew York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any such Affiliate 

commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Transaction Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum other than the court in which the Initial Member files the suit, 

action or proceeding without the consent ofthe Initial Member; 

(B) assert that venue is improper in either the United States 

District Court for the Southern District of New York or the United States District Court for the 

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York for any suit, action or proceeding against it or any such Affiliate commenced by the 

Initial Member arising out of, relating to, or in connection with this Agreement or any 

Transaction Document (other than the LLC Operating Agreement), and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent ofthe Initial Member; 

(B) assert that venue is improper in the Supreme Court of the 

State ofNew York; or 

(C) assert that the Supreme Court of the State of New York is 

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by it or any such 

Affiliate against the Initial Member in only either the United States District Court for the 

Southern District of New York or the United States District Court for the District of Columbia, 

and waives any right to remove or transfer such suit, action or proceeding to any other court or 

dispute-resolution forum without the consent of the Initial Member and agrees to consent 

thereafter to transfer of the suit, action or proceeding to either the United States District Court for 

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the Southern District of New York or the United States District Court for the District of 

Columbia at the option of the Initial Member; and 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 19.3(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court of the State of New York, and waives any 

right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent of the Initial Member. 

(b) Each of the Company, the Private Owner 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 of the (i) Company, the 

Private Owner and the Bank, on behalf of itself and its Affiliates, and (ii) the Initial Member 

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 (in any capacity), 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 (in any capacity) 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 or more 

counterparts, each of which shall be deemed an original but all of which together shall constitute 

but one and the same agreement. This Agreement and any amendments hereto, to the extent 

signed and delivered by facsimile or other electronic means, shall be treated in all manner and 

respects as an original agreement and shall be considered to have the same binding legal effect as 

if it were the original signed version thereof delivered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 

fact that any signature or agreement was transmitted or communicated through the use of a 

facsimile machine or other electronic means as a defense to the formation or enforceability of a 

contract and each such Person forever waives any such defense. 

Section 19.5 Severability. Any provision of this Agreement which is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

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case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) 

or (ii), such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (x) modify such provision (including, to the extent 

applicable, by limiting the duration or scope of such provision and/or the Persons against whom, 

and/or the circumstances under which, such provision shall be effective in such jurisdiction) for 

purposes of such proceeding to the minimum extent necessary so that such provision, as so 

modified, may then be enforced in such proceeding and (y) enforce such provision, as so 

modified pursuant to clause (x), in such proceeding. Nothing in this Section 19.5 is intended to, 

or shall, limit the ability of any party to this Agreement to appeal any court ruling or the effect of 

any favorable ruling on appeal or the intended effect of Section 19.1. 

Section 19.6 Compliance With Law. Except as otherwise specifically provided herein, 

each party to this Agreement shall, at its own cost and expense, obey and comply with all 

applicable Laws, as they may pertain to such party's performance of its obligations hereunder. 

Section 19.7 Entire Agreement. This Agreement contains the entire agreement between 

the Company, the Initial Member, the Private Owner and the Bank with respect to the subject 

matter hereof and supersedes any and all other prior agreements, whether oral or written. 

Section 19.8 Assignment; Binding Effect. 

(a) Except as is permitted pursuant to the provisiOns of this Agreement 

providing for successor Custodians and Paying Agents, the Custodian and Paying Agent shall not 

assign or delegate this Agreement or any of its rights or obligations hereunder without the prior 

written consent of the Company and any such purported assignment or delegation without such 

consent shall be void ab initio. This Agreement shall be binding on and inure to the benefit of 

the parties hereto and their respective successors and permitted assigns, and (subject to Section 

19.8(b)), no other Person or Persons shall have any rights or remedies under or by reason of this 

Agreement. Without limiting the generality of the preceding sentence, this Agreement shall be 

binding on and inure to the benefit of (i) any successor "Initial Member" under, and in 

accordance with, the LLC Operating Agreement and (ii) any successor "Private Owner" under, 

and in accordance with, the LLC Operating Agreement. 

(b) To the extent that this Agreement confers directly any rights, remedies or 

other benefits upon the Transferor (or any Existing Servicer), this Agreement (subject to Sections 

19.1 and 19.2 hereof as if the Transferor was a party hereto) also shall inure to the benefit of, and 

may be enforced by, the Transferor. 

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Section 19.9 Rights Cumulative. The rights, powers and remedies ofthe Custodian and 

Paying Agent, the Initial Member, the Private Owner and the Company pursuant to this 

Agreement shall be in addition to all rights, powers and remedies given to the Custodian and 

Paying Agent, the Initial Member, the Private Owner and the Company by virtue of any statute 

or rule of Law, or any other agreement, all of which rights, powers and remedies shall be 

cumulative and may be exercised successively or concurrently. 

Section 19.10 Amendments. Subject to the requirements of the LLC Operating 

Agreement as they relate to the Company, this Agreement may be amended from time to time by 

written agreement signed by (i) the Company, the Initial Member, the Custodian and Paying 

Agent and (x) if such amendment relates to the Private Owner Pledged Account or the 

Qualifying Cash Collateral, the Private Owner, and (y) if such amendment relates to the 

Transferor (or any Existing Servicer), the Transferor, or (ii) if such written agreement relates 

solely to the Private Owner Pledged Account or, if applicable, any funds or Permitted 

Investments on deposit in, or credited to, such Account, the Initial Member, the Private Owner 

and the Paying Agent. 

Section 19.11 Headings. Paragraph titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit, extend or 

describe the scope of this Agreement or the intent of any provisions hereof. All section and 

paragraph references contained herein shall refer to sections and paragraphs in this Agreement 

unless otherwise specified. 

Section 19.12 Non-petition. Notwithstanding anything in this Custodial Agreement to 

the contrary, the Bank, in its capacity as Custodian and/or Paying Agent hereunder, shall not, 

prior to the date which is one year and one day after the termination of this Agreement, institute 

or join, or join or assist any other Person in instituting or joining, (i) any Insolvency Proceeding 

with respect to the Company or the Private Owner or any of their respective Subsidiaries or (ii) 

any proceeding for the appointment of a receiver, liquidator, assignee, custodian, trustee, 

sequestrator or similar official for, or for any substantial part of the property of, the Company or 

the Private Owner or any of their respective Subsidiaries, or for the ordering of the dissolution, 

winding-up or liquidation of the affairs of the Company or the Private Owner or any of their 

respective Subsidiaries. 

(remainder ofpage intentionally left blank) 

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ADC Venture 2011-2 Structured Transaction 

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IN WITNESS WHEREOF, the Bank, the Initial Member, the Private Owner and the 

Company have each caused this Agreement to be executed as ofthe date first written above. 

Company 

ADC VENTURE 201lw2, LLC, a Delaware 

limited liability company 

By: 	 California ADC Loan Portfolio Private 

Owner, LLC, a Delaware limited liability 

company, its Manager 

By: 	 California ADC Loan Acquisition 

Venture, L.P., a Delaware limited 

partnership, its managing member 

Initial Member 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

Name: William f.Siewart 

Title: Attorney~act 

TOHE 

By:~~~~~~~~~~~--------

[Signature Pages to Custodial and Paying Agency Agreement] 

ADC Venture 201 J-2 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061090v4 
Private Owner 

CALIFORNIA ADC LOAN PORTFOLIO 

PRIVATE OWNER, LLC, a Delaware limited 

liability company 

By: 	 California ADC Loan Acquisition Venture, 

L.P., a Delaware limited partnership, its 

managing member 

A' 1thoriz€ld Signatory 

WELLS FARGO BANK, NATIONAL 

ASSOCIATION, a national banking association, a.S 

the Bank 

By:~------~------------------ Name: Amy Mofsenson 

Title: Vice President 

[Signature Pages to Custodial and Paying Agency Agreement] 

ADC Venture 2011-2 Structured Ttansaction 

Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 090v4 
·.. 

Private Owner 

CALIFORNIA ADC LOAN PORTFOLIO 

PRIVATE OWNER, LLC, a Delaware limited 

liability company 

By: CaliforniaADC Loan Acquisition Venture, 

L.P., a Delaware limited partnership, its 

managing member 

By: 

Nrune: --------------------­ Title: 

By: 

Nrune: --------------------­ Title: 

WELLS FARGO BANK, NATIONAL 

ASSOCIATION, a national banking association, a.S 

the Bank 

By: 

Name: Amy Mofsenson 

Title: Vice President 

[Signature Pages to Custodial and Paying Agency Agreement] 

ADC Venture 2011-2 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:206 I 090v4 
ADC Venture 2011-2 Structured Transaction 

[Exhibits to the Custodial and Paying Agency Agreement] 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBIT A 


ASSET SCHEDULE 


Exhibit A-I 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITB 


[INTENTIONALLY OMITTED] 


ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement Exhibit B-1 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITC 


[INTENTIONALLY OMITTED] 


Exhibit C-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITD 


[INTENTIONALLY OMITTED] 


Exhibit D-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITE 


FORM OF COLLATERAL CERTIFICATE 


_____,20U 


[Company, address] 

Re: 	 Custodial and Paying Agency Agreement, dated as of December 20, 2011 by and among 

ADC Venture 2011-2, LLC, as the Company, California ADC Loan Portfolio Private 

Owner, LLC, a Delaware limited liability company, as the Private Owner, the Federal 

Deposit Insurance Corporation in its capacity as the Receiver, as the Initial Member, and 

Wells Fargo Bank, National Association, a national banking association, as the Custodian 

and Paying Agent ("Custodial and Paying Agency Agreement"). 

Ladies and Gentlemen: 

In accordance with the provisions of Section 6.1(b) of the Custodial and Paying Agency 

Agreement, the undersigned, as Custodian, hereby certifies that (a) attached hereto is an Asset 

Schedule and Exceptions List as of the date hereof and (b) other than the Exceptions listed as 

part of such Asset Schedule and Exceptions List attached hereto (i) (x) it has received all of the 

Custodial Documents with respect to each Asset identified on the Asset Schedule and Exceptions 

List attached hereto, and (y) the Custodial Documents for each such Asset are as listed on such 

Asset Schedule and Exceptions List, (ii) all Custodial Documents have been reviewed and 

examined by the Custodian, and (iii) based upon its examination of the Custodial Documents, 

such documents meet the Review Criteria and appear (v) regular on their face (i.e., are not 

mutilated, damaged, tom, defaced or otherwise physically altered); (w) to relate to the Assets 

with respect to which they purport to relate; (x) to have been executed by the named parties; (y) 

to be what they purport to be; and (z) where applicable, to be recorded. 

The Custodian makes no representations in or by this Certificate and/or the Custodial and 

Paying Agency Agreement as to: (i) the validity, legality, enforceability or genuineness of any 

of the Custodial Documents or any of the Assets, or (ii) the collectability, insurability, 

effectiveness or suitability of any of the Assets. 

Initially capitalized terms used and not otherwise defined herein shall have the meanings 

assigned to such terms in (including without limitation by reference in) the Custodial and Paying 

Agency Agreement. 

Exhibit E-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
-----------------------

In confirmation of your acknowledgement of the foregoing, please sign this certificate in 

the place provided below and return an executed copy to us. 

Wells Fargo Bank, National Association, a national 


banking association, as the Custodian 


By: _____________________ 


Name: 


Title: 


Acknowledged: 

ADC Venture 2011-2, LLC, as the Company 

By: 	 California ADC Loan Portfolio Private Owner, LLC, 

its Manager 

By: 	 California ADC Loan Acquisition Venture, L.P., 


its managing member 


By: 


Name: 


Title: 

By: 

Name: 

Title: 

Exhibit E-2 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITF 


REVIEW CRITERIA 

1. The Note and Mortgage each appear to bear an original signature or signatures 

purporting to be the signature or signatures of the Person or Persons named as the maker and 

Borrower, or in the case of copies of the Mortgage, that such copies bear a reproduction of such 

signature. 

2. The amount of the Note is the same as the amount specified on the related 

Mortgage and Asset Schedule. 

3. The original mortgagee is the same as the payee on the Note. 

4. The Mortgage contains a legal description other than address, city and state; 

provided that Custodian shall have no responsibility for the accuracy, validity or completeness of 

such legal description. 

5. The notary section (acknowledgment) is present and attached to the related 

Mortgage and is signed. 

6. None of the original Note, the copy of the Mortgage, or the original Mortgage 

Assignment, contain any notations on their face which appear in the good faith judgment of 

Custodian to evidence any claims, liens, security interests, encumbrances or restrictions on 

transfer or any other alterations which appear irregular on their face, or if altered, such 

alterations have the initials of the person(s) named as the Borrower. 

7. The Note appears to have been endorsed in blank by the original payor or the last 

endorsee. 

8. Each original Mortgage Assignment in blank and any intervening assignment of 

mortgage, if applicable, appears to bear the original signature of the named mortgagee or 

beneficiary including any subsequent assignors, as applicable, or in the case of copies with 

respect to intervening Mortgage Assignments, that such copies appear to bear a reproduction of 

such signature or signatures, and the intervening Mortgage Assignments evidence a complete 

chain of assignment and transfer of the related Mortgage from the originating Person to the 

Company or in the case of a MERS Designated Loan to MERS®. The Custodian shall have no 

obligation to determine whether the certifications referenced in the foregoing sentence are 

authorized or issued by any particular person or officer or by a person who is in fact an 

Authorized Representative or is otherwise authentic. 

9. The date of each intervening Mortgage Assignment is on or after the date of the 

related Mortgage and/or the immediately preceding assignment, as the case may be. 

10. The notary section (acknowledgment) is present and attached to each intervening 

assignment and is signed. 

Exhibit F-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
11. Based upon a review of the Note, the Asset number, the Mortgagor's name, the 

address of the Mortgaged Property, the original amount of the Note, the original mortgage 

interest rate, the date of the Note, the first payment date and the maturity date and any other 

fields as mutually agreed upon as set forth in the Asset Schedule are correct. 

12. The Acquired Property Deed appears to bear an original signature or signatures 

purporting to be the signature or signatures of the Person or Persons named as grantor, or in the 

case of copies of the Acquired Property Deed, that such copies bear a reproduction of such 

signature. 

13. The Acquired Property Deed contains a legal description other than address, city 

and state and has evidence of recording thereon provided that the Custodian shall have no 

responsibility for the accuracy or completeness of such legal description. 

14. Each document appears to have been executed by the named parties herein. 

15. The Mortgage, Acquired Property Deed and Mortgage Assignments have 

evidence of recording. 

16. Each MERS Designated Loan has been issued a MERS® identification number. 

Exhibit F-2 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITG 


FORM OF SUPPLEMENTAL DELIVERY CERTIFICATE 


_____,20U 


Wells Fargo Bank, National Association, as the Custodian 

9062 Old Annapolis Road 

Columbia, Maryland 21045 

Attention: Client Services Manager 

Reference: ADC Venture 2011-2 Structured Transaction 

Re: 	 Custodial and Paying Agency Agreement, dated as of December 20, 2011, by and among 

ADC Venture 2011-2, LLC, as the Company, California ADC Loan Portfolio Private 

Owner, LLC, a Delaware limited liability company, as the Private Owner, the Federal 

Deposit Insurance Corporation in its capacity as the Receiver, as the Initial Member, and 

Wells Fargo Bank, National Association, a national banking association, as the Custodian 

and Paying Agent ("Custodial and Paying Agency Agreement"). 

Ladies and Gentlemen: 

In accordance with the provisions of Section 6.1(d) of the Custodial and Paying Agency 

Agreement, the Company hereby certifies that: (i) attached is a list of additional Custodial 

Documents relating to the Assets, identifying with respect to each such Custodial Document the 

related Asset or, as the case may be, relating to any newly acquired Acquired Property, and 

(ii) enclosed with this certificate are the Custodial Documents listed on the attached. 

Initially capitalized terms used and not otherwise defined herein shall have the meanings 

assigned to such terms in (including without limitation by reference in) the Custodial and Paying 

Agency Agreement. 

In confirmation of your acknowledgement of the foregoing, please sign this certificate in 

the place provided below and return an executed copy to us. 

Exhibit G-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
----------------------

ADC Venture 2011-2, LLC, as the Company 

By: 	 California ADC Loan Portfolio Private 

Owner, LLC, its Manager 

By: 	 California ADC Loan Acquisition 

Venture, L.P., its managing member 

By: --------------------­ Name: 

Title: 

By: --------------------­

Name: ---------------------­ Title: 

Acknowledged: 

Wells Fargo Bank, National Association, as the Custodian 

By: _____________________ 

Name:_______________________ 

Title:________________________ 

Exhibit G-2 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITH 


REQUEST FOR RELEASE AND RECEIPT OF CUSTODIAL DOCUMENTS 

To: 	 Wells Fargo Document Custody 

1055 lOth Avenue, SE 

Minneapolis, MN 55414 

Ref: Request for Release 

Re: 	 Custodial and Paying Agency Agreement, dated as of December 20, 2011, by and among 

ADC Venture 2011-2, LLC, as the Company, California ADC Loan Portfolio Private 

Owner, LLC, a Delaware limited liability company, as the Private Owner, the Federal 

Deposit Insurance Corporation in its capacity as the Receiver, as the Initial Member, and 

Wells Fargo Bank, National Association, a national banking association, as the Custodian 

and Paying Agent ("Custodial and Paying Agency Agreement"). 

In connection with the administration of the Custodial Documents held by you as the 

Custodian pursuant to the Custodial and Paying Agency Agreement, we request the release, and 

acknowledge and certify receipt of, the Custodial Documents for the Assets described on 

Schedule A attached hereto for the reason indicated below. 

Reason for Requesting Documents (check one) 

__1. 	 Loan to be paid in full or received or discounted pay-off accepted or to be 

accepted as payment in full. 

__2. 	 Loan to be foreclosed on, or to be modified or restructured, or deed to be accepted 

in lieu thereof or required pursuant to court order or other reason related to 

litigation, as permitted under the Custodial and Paying Agency Agreement. 

3. Asset agreed to be sold. 

If some or all of the Custodial Documents for a specified Asset have been previously 

released to us, please release to us any additional Custodial Documents in your possession 

relating to that Asset. If item 2 is checked, upon our return, as appropriate, of the Custodial 

Documents to you as Custodian, please acknowledge your receipt by signing in the space 

indicated below, and returning this form. 

Exhibit H-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
-----------------------

ADC Venture 2011-2, LLC, as the Company 

By: 	 California ADC Loan Portfolio Private 

Owner, LLC, its Manager 

By: 	 California ADC Loan Acquisition 

Venture, L.P ., its managing member 

By: 

Name: 

Title: 

By: 

Name: 

Title: 

Acknowledged: 

Wells Fargo Bank, National Association, 

as the Custodian 

By: _______________________ 

Name: 

Title: 

Exhibit H-2 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBIT I 


REQUEST FOR RELEASE AND RECEIPT OF 


PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 


To: 	 Wells Fargo Bank, National Association, as Paying Agent 

9062 Old Annapolis Road 

Columbia, Maryland 21045 

Attention: Client Services Manager 

Reference: ADC Venture 2011-2 Structured Transaction 

Re: 	 Custodial and Paying Agency Agreement, dated as of December 20, 2011, by and among 

ADC Venture 2011-2, LLC, as the Company, California ADC Loan Portfolio Private 

Owner, LLC, a Delaware limited liability company, as the Private Owner, the Federal 

Deposit Insurance Corporation in its capacity as the Receiver, as the Initial Member, and 

Wells Fargo Bank, National Association, a national banking association, as the Custodian 

and Paying Agent ("Custodial and Paying Agency Agreement"). 

In connection with the administration of the Private Owner Pledged Account Control 

Agreement held by you as the Paying Agent pursuant to the Custodial and Paying Agency 

Agreement, we request the release, and acknowledge and certify receipt of, the Private Owner 

Pledged Account Control Agreement. 

Initial Member 

Federal Deposit Insurance Corporation, in its 

Capacity as Receiver for the Failed Banks 

By: ___________________________ 

Name:~[________~] 

Title: ._[__________,] 

Exhibitl-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBIT J 


FEES AND EXPENSES OF CUSTODIAN AND PAYING AGENT 


The Custodian and Paying Agent shall be paid the following fees and expenses pursuant to 

Section 8.1 of this Agreement: 

J-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITK1 

CUSTODIAN AND PAYING AGENT REPORT 


To be separately provided by the FDIC as an Excel document, and included in final version of the Exhibits to 

the Custodial and Paying Agency Agreement. 

Exhibit K-1 

ADC Venture 2011 2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
Exhibit K- ADC Venture 2011-2 Structured Transaction 

Exhibit K 

CUSTODIAN AND PAYING AGENT REPORT 

For Due Period Ending [insert date] 

Funds Available for Distribution: 

Transferred from Collection Account 

TOTAL FUNDS FOR DISTRIBUTION 

$ 

$ 

Distributions: 

To Custodian and Paying Agent 

Custodian and Paying Agent Fees and Expenses $ 

To Working Capital Reserve Account 

Replenishment of Working Capital Reserve $ 

To Private Owner/Manager 

Reimbursement of Excess Working Capital Advances 

Interim Management Fee 

Management Fee 

Distribution on Equity 

Release of funds in excess of Private Owner Pledged Amount 

Total to Private Owner/Manager 

$ 

$ 

$ 

$ 

$ 

$ 

(1) 

(2) 

To Initial Member 

Interim Servicing Fee 

Distribution on Equity 

Total to Initial Member 

$ 

$ 

$ 

(1) 

TOTAL DISTRIBUTIONS $ 

Notes: 

(1) Applicable only to Interim Servicing Period. 

(2) Applicable to Due Periods following the Interim Servicing Period. 

Working Capital Reserve Target $4,000,000.00 
------------------

------------------

EXHIBITL 


FORM OF LOST INSTRUMENT AFFIDAVIT 


(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference 

to Exhibit Land the language "Form ofLost Instrument Affidavit" above.) 

STATE OF ______ § 

§ 

COUNTY OF _____ § 

LOST INSTRUMENT AFFIDAVIT 

(ADC Venture 2011-2 Structured Transaction) 

Before me, the undersigned authority, personally appeared 

___________, who upon being duly cautioned and sworn deposes and says and 

represents and warrants, to the best ofhis /her knowledge, as follows: 

1. That s/he is the for Wells Fargo Bank, National 

Association, a national banking association, whose address is 9062 Old Annapolis Road, 

Columbia, Maryland 21045, Attention: Client Services Manager, Reference: ADC Venture 

2011-2 Structured Transaction (the "Custodian"). 

2. The Custodian is the document custodian for ADC Venture 2011-2, LLC 

(the "Company") and, as such, was in possession of certain documents with respect to that 

certain loan, obligation or interest in a loan or obligation evidenced by a promissory note, 

evidencing an indebtedness or evidencing rights in an indebtedness (the "Instrument"), as 

follows: 

Loan Number:-------------­

Name of Maker: 

Original Principal Balance: ______________ 

Date of Instrument: 

3. That the original Instrument has been lost or misplaced. The Instrument 

was not where it was assumed to be, and a diligent search to locate the Instrument was 

undertaken, without results. 

4. That if the Custodian subsequently locates the Instrument, the Custodian 

shall use reasonable efforts to provide written notice to the Company and deliver the Instrument 

to the Company in accordance with written instructions received from the Company (or such 

other party designated in writing by the Company). 

Exhibit L-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
5. That the purpose of this affidavit is to establish such facts. This affidavit 

shall not confer any rights or benefits, causes or claims, representations or warranties (including, 

without limitation, regarding ownership or title to the Instrument or the obligations evidenced 

thereby) upon the Company, its successors or assigns. 

6. That the Custodian hereby indemnifies and holds harmless the Company 

and its Affiliates and their respective successors, assigns, directors, officers, employees, 

contractors and agents (the "Indemnified Parties") from and against any and all claims 

(including any claim by any individual or entity for the collection of any sums due under or with 

respect to the Instrument), liabilities, losses, damages, costs and expenses (including reasonable 

attorneys' fees) incurred by any of the Indemnified Parties and arising out of or resulting from (i) 

the Custodian's inability to find the Instrument and deliver it to the Company, or (ii) any 

inaccuracy or misstatement of fact, or a breach of any representation, warranty or agreement or 

duty contained, in this affidavit. 

7. This affidavit shall be governed by and construed in accordance with the 

laws of the State ofNew York without reference to any rules of conflicts of laws that might refer 

the governance or construction ofthis affidavit to the law of any other jurisdiction. 

By: _______________________________ 


Name:~[________~] 

Title: ~f--------~1 

Signed and sworn to before me this __ day of____________ 

Notary Public 


[SEAL] My Commission expires: _____ 


Exhibit L-2 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
ACKNOWLEDGMENT 


STATE OF _______ § 

§ 

COUNTY OF ______ § 

Before me, the undersigned authority, a Notary Public in and for the county and 

state aforesaid, on this day personally appeared , known to 

me to be the person whose name is subscribed to the foregoing instrument, as _______ 

of acting in the capacity stated above, and acknowledged to 

me that s/he executed the same as the act of , for the 

purposes and consideration therein expressed, and in the capacity therein stated. 

Given under my hand and seal of office on this the __day of 

---------·'20_ 

Notary Public 

[SEAL] My Commission expires: _______ 

Exhibit L-3 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITM 


AUTHORIZED REPRESENTATIVES 

1. 	 Authorized Representatives of the Company. 

R. Patterson Jackson 


Brian Laibow 


Maureen Connaughton 


Mark Jacobs 

2. 	 Authorized Representatives ofthe Manager: 

R. Patterson Jackson 


Brian Laibow 


Maureen Connaughton 


Mark Jacobs 

Signature 

Signature 

Signature 

Signature 

Signature 

Signature 

Signature 

Signature 

3. 	 Authorized Representatives of the Custodian and Paying Agent: 

Amy Mofsenson 

Signature 

Judy Rishel 

Signature 

Brian Smith 

Signature 

Exhibit M-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
4. Authorized Representatives ofthe Initial Member and the Transferor: 

Ralph Malami 

Signature 

William P. Stewart 

Signature 

5. Authorized Representatives of the Private Owner: 

R. Patterson Jackson 

Signature 

Brian Laibow 

Signature 

Maureen Connaughton 

Signature 

Mark Jacobs 

Signature 

6. Authorized Representatives ofthe Servicer: 

R. Patterson Jackson 

Signature 

V artan Derbedrossian 

Signature 

Maureen Connaughton 

Signature 

Exhibit M-2 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITN 


[INTENTIONALLY OMITTED] 


Exhibit N-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:206 I 092v4 
EXHIBITO 


[INTENTIONALLY OMITTED] 


Exhibit 0-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITP 


[INTENTIONALLY OMITTED] 


Exhibit P-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
EXHIBITQ 


FORM OF PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

THIS PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

(as the same shall be amended or supplemented, this "Agreement") is made and entered into as 

of December 20, 2011 by and among CALIFORNIA ADC LOAN PORTFOLIO PRIVATE 

OWNER, LLC, a Delaware limited liability company (the "Private Owner"), the FEDERAL 

DEPOSIT INSURANCE CORPORATION in its capacity as Receiver, as the Initial Member 

under the LLC Operating Agreement, acting herein for itself and for the benefit of the Company 

and the Indemnified Parties as defined in the LLC Operating Agreement (in such capacity, or any 

successor thereto as the "Initial Member" under the LLC Operating Agreement, the "Initial 

Member") and Wells Fargo Bank, National Association, a national banking association (the 

"Bank"). 

RECITALS 

WHEREAS, for purposes of this Agreement, all terms used in this Agreement 

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

Agreement of Definitions- ADC Venture 2011-2 Structured Transaction dated as of the date 

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

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

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

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

WHEREAS, pursuant to the Custodial and Paying Agency Agreement, the Private 

Owner is required to establish and maintain the "Private Owner Pledged Account" with the 

Bank; 

WHEREAS, the Private Owner has established the following account with the 

Bank in the name of the Private Owner for the benefit ofthe Initial Member (for itself and for the 

further benefit of the Indemnified Parties), which account is to be maintained with the Bank 

pursuant to the Custodial and Paying Agency Agreement (the 

Account"): the Private Owner Pledged Account bearing account HUJLHU'"'~ 

WHEREAS, the Private Owner has, pursuant to the LLC Operating Agreement, 

assigned by way of collateral security and granted to the Initial Member (for itself and for the 

benefit of the Indemnified Parties) a first priority security interest in the Private Owner Pledged 

Account and all amounts held therein and the proceeds thereof as collateral for the Private 

Owner Obligations; 

Exhibit Q-1 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:206 I 092v4 
NOW, THEREFORE, in consideration of the foregoing and for other good and 

valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties 

hereby (in the case of the Bank, in its individual capacity and in its capacity as the "Paying 

Agent" under the Custodial and Paying Agency Agreement) agree as follows: 

Section 1. Transfers to and from the Private Owner Pledged Account; Control; 

Conflicting Orders or Instructions. (a) The Private Owner Pledged Account shall be funded 

pursuant to the terms of the Custodial and Paying Agency Agreement and the LLC Operating 

Agreement. The parties agree that all amounts received by the Bank for credit to the Private 

Owner Pledged Account are, except as provided below, to be used for the purposes set forth in 

the Custodial and Paying Agency Agreement and the LLC Operating Agreement. The Bank 

agrees that if at any time it shall receive any order from the Initial Member (i) directing 

disposition of funds in the Private Owner Pledged Account or (ii) directing transfer or 

redemption of the financial assets relating to the Private Owner Pledged Account, the Bank shall 

comply with such entitlement order or instruction without further consent by the Private Owner 

or any other Person. The Bank shall not (i) except as expressly permitted below with respect to 

Permitted Investments, act on any instruction or entitlement order of the Private Owner or any 

other Person (other than the Initial Member) without the prior written consent of the Initial 

Member, or (ii) cause or permit withdrawals from the Private Owner Pledged Account in any 

manner not approved by the Initial Member in writing. The Private Owner may direct the Bank 

to cause funds in the Private Owner Pledged Account to be invested in Permitted Investments 

(which shall remain in and be credited to the Private Owner Pledged Account) pursuant to the 

Custodial and Paying Agency Agreement (but may not request any transfers or withdrawals from 

the Private Owner Pledged Account, including in connection with or as a result of such Permitted 

Investments, it being understood that any such withdrawals, including as may be permitted 

pursuant to the Custodial and Paying Agency Agreement, shall be pursuant to instructions by, or 

with the written consent of, the Initial Member); provided, that, from and after receipt by the 

Bank of a written notice from the Initial Member that an Event of Default has occurred and is 

continuing (a "Notice of Event of Default"), the Bank shall cease to comply with any such 

instructions or entitlement orders from the Private Owner with respect to Permitted Investments 

and shall comply exclusively with the Initial Member's instructions and entitlement orders 

concerning the investment and disposition of funds and financial assets in the Private Owner 

Pledged Account without further consent of the Company. 

(b) Notwithstanding anything to the contrary contained herein, if at any time 

the Bank shall receive conflicting orders or instructions from the Initial Member and the Private 

Owner, the Bank shall follow the orders or instructions of the Initial Member and not the Private 

Owner. 

Section 2. Private Owner Pledged Account. The Bank hereby confirms and agrees 

that: 

(a) Neither the Bank nor the Private Owner shall change the name or account 

number of the Private Owner Pledged Account without the prior written consent of the Initial 

Member; 

Exhibit Q-2 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
(b) The Private Owner Pledged Account is a "deposit account" (as defined in 

Section 9-102(a)(29) of the NY UCC) or "securities account" (as defined in Section 8-501 of the 

NY UCC) and the Bank is a "bank" (as defined in Section 9-102(a)(8) of the NY UCC) and a 

"securities intermediary" (as defined in Section 8-102(a)(14) ofthe NY UCC); 

(c) If and to the extent the Private Owner Pledged Account is a "securities 

account" (as defined in Section 8-501 of the NY UCC): 

(i) all securities, financial assets or other property credited to the 

Private Owner Pledged Account other than cash shall be registered in the name of the Bank, 

indorsed to the Bank or in blank or credited to another securities account maintained in the name 

of the Bank. In no case will any financial asset credited to the Private Owner Pledged Account 

be registered in the name of the Private Owner, payable to the order of the Private Owner or 

specially indorsed to the Private Owner unless the foregoing have been specially indorsed to the 

Bank or in blank; 

(ii) all financial assets delivered to the Bank pursuant to the Custodial 

and Paying Agency Agreement will be promptly credited to the Private Owner Pledged Account; 

and 

(iii) the Bank hereby agrees that each item of property (whether 

investment property, financial asset, security, instrument or cash) credited to the Private Owner 

Pledged Account (to the extent that it constitutes a "securities account" (as defined in Section 8­

501 of the NY UCC)) shall be treated as a "fina.ncial asset" within the mea.ning of Section 8­

102(a)(9) ofthe NY UCC; 

(d) Without limitation of the Initial Member's rights under Section 1 above, 

from and after receipt of a Notice of Event of Default from the Initial Member, the Bank shall 

comply with any stop payment orders given by the Initial Member with respect to items 

presented for payment by the Private Owner; 

(e) There are no other agreements entered into between the Bank and the 

Private Owner with respect to the Private Owner Pledged Account other than the Custodial and 

Paying Agency Agreement and the LLC Operating Agreement that would affect the Bank's 

abilities to carry out its duties as set forth herein; 

(f) The Bank has not entered into, and until the termination of this Agreement 

will not enter into, any agreement with any other Person relating to the Private Owner Pledged 

Account and/or any funds held therein pursuant to which it has agreed, or will agree, to comply 

with entitlement orders (as defined in Section 8-102(a)(8) of the NY UCC) or instructions 

(within the meaning of Section 9-104 ofthe NY UCC) of such other Person; and 

(g) The Bank has not entered into, and until the termination of this Agreement 

will not enter into, any agreement with the Private Owner purporting to limit or condition the 

obligation of the Bank to comply with entitlement orders (as defined in Section 8-102(a)(8) of 

Exhibit Q-3 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
the NY UCC) or instructions (as defined in Section 9-104 of the NY UCC) of the Initial Member 

as set forth in Section 1 above. 

Section 3. Private Owner Pledged Account Acknowledgement. The Private Owner 

hereby acknowledges that (i) the Private Owner Pledged Account is the "Private Owner Pledged 

Account" referenced in the LLC Operating Agreement, and (ii) for purposes of the pledge of a 

first priority lien on and security interest in the Private Owner Pledged Account under the LLC 

Operating Agreement, the security interest granted thereunder includes a security interest in all 

amounts on deposit in the Private Owner Pledged Account, and any and all Investment Property, 

Financial Assets or other Property (including uninvested funds) from time to time credited to the 

Private Owner Pledged Account or deposited or carried therein, any and all investments made 

with funds therein, and any and all proceeds, products, income, benefits, substitutions or 

replacements to any of the foregoing, whether now owned or existing, or hereafter acquired and 

arising in. For purposes of this Section 3, "Investment Property", "Financial Assets" and 

"Property" shall each have the meaning given to such terms in the NY UCC. 

Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Bank has 

or subsequently obtains by agreement, by operation of law or otherwise a security interest in the 

Private Owner Pledged Account or any funds held therein, the Bank hereby agrees that such 

security interest shall be subordinate to the security interest of the Initial Member. The funds 

and other items deposited into the Private Owner Pledged Account will not be subject to 

deduction, set-off, banker's lien, or any other right in favor of any Person other than the Initial 

Member (except that the Bank may set off (i) all amounts due to the Bank in respect of 

customary fees and expenses for the routine maintenance and operation of the Private Owner 

Pledged Account (excluding fees payable pursuant to Section 12), (ii) the face amount of any 

checks which have been credited to the Private Owner Pledged Account but are subsequently 

returned unpaid because of uncollected or insufficient funds, and (iii) other returned items or 

mistakes made in crediting the Private Owner Pledged Account). 

Section 5. CHOICE OF LAW. 

(a) Law Governing this Agreement. EACH PARTY TO THIS 

AGREEMENT AGREES AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 

OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS 

AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 

THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS 

RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE 

CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, 

AND EACH PARTY TO THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY 

WAIVES ANY CLAIM TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION 

GOVERN THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

(b) Location of Financial Institution. Regardless of any provision in any other 

agreement to the contrary, New York shall be the Bank's jurisdiction for purposes of Section 9­

Exhibit Q-4 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
304 of the NY UCC and the "securities intermediary's jurisdiction" for purposes of Section 8­

110 ofthe NY UCC. 

(c) Law Governing Private Owner Pledged Account. The Private Owner 

Pledged Account shall be governed by the laws ofthe State ofNew York. 

Section 6. Conflict with Other Agreements; Amendment. In the event of any conflict 

between this Agreement (or any portion hereof) and any other agreement between the Private 

Owner and the Bank now existing or hereafter entered into, the terms of this Agreement shall 

prevail. No amendment or modification of this Agreement or waiver of any right hereunder shall 

be binding on any party hereto unless it is in writing and is signed by all of the parties hereto. 

Section 7. Adverse Claims. Except for the claims and interests of the Initial Member 

and the Private Owner in the Private Owner Pledged Account, the Bank does not have actual 

knowledge of any claim to, or interest in, the Private Owner Pledged Account or in any 

"financial assets" (as defined in Section 8-102(a) of the NY UCC), cash or funds credited 

thereto. If any Person (other than the Initial Member) asserts any Lien, encumbrance or adverse 

claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar 

process) against the Private Owner Pledged Account or against any funds held therein, upon a 

Responsible Officer of the Bank receiving written notice of such lien, encumbrance or adverse 

claim, the Bank will promptly notify the Initial Member and the Private Owner thereof. For the 

purposes of this Section 7, a "Responsible Officer" of the Bank means any managing director, 

director, associate, principal, vice president, assistant vice president, secretary, assistant 

secretary, treasurer, assistant treasurer, trust officer or any other officer of the Bfulk customarily 

performing functions similar to those performed by any of the above designated officers and 

directly responsible for the administration of this Agreement and also means, with respect to a 

particular corporate trust matter, any other officer to whom such matter is referred because of his 

or her knowledge of and familiarity with the particular subject. 

Section 8. Successors. The terms of this Agreement shall be binding upon, and shall 

inure to the benefit of, the parties hereto and their respective successors and assigns (including, 

for the avoidance of doubt, the Persons from time to time constituting the "Initial Member" 

under the LLC Operating Agreement (in their respective capacities as such)). 

Section 9. Notices. All notices, requests, demands, and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be in writing and shall be mailed or delivered to the applicable address or 

electronic mail address of the parties specified below for such Person or to such other address or 

electronic mail address as shall be designated by such party in a notice to the other parties. All 

such notices, requests, demands 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 of the relevant party hereto, and (B) if delivered by electronic mail 

(which form of delivery is subject to the provisions of this paragraph), when delivered and 

capable of being accessed from the recipient's office computer, provided that any notice, request, 

demand or other communication that is received other than during regular business hours of the 

Exhibit Q-5 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
recipient shall be deemed to have been given at the opening of business on the next business day 

of the recipient. In no event shall a voice mail message be effective as a notice, communication 

or confirmation hereunder. 

Ifto the Bank: 

Wells Fargo Bank, N.A. 

9062 Old Annapolis Road 

Columbia, Maryland 21045 

Attention: Client Services Manager 

Reference: ADC Venture 2011-2 Structured Transaction 

Ifto the Private Owner: 

California ADC Loan Portfolio Private Owner, LLC 


c/o Sabal Financial Group, L.P. 


4675 MacArthur Court, Suite 150 


Newport Beach, California 92660 


Attention: R. ~.~.,1-1-A..,,...,..., 

E-mail Address: 

with copies to: 

California ADC Loan Portfolio Private Owner, LLC 

333 South Grand Avenue, 28th Floor 

Los Angeles, California 90071 

Attention: 

E-mail Address: 

Paul Hastings LLP 


515 South Flower Street, 25th Floor 


Los Angeles, California 90071 


Attention: Robert M. Jr. and 


Exhibit Q-6 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
Ifto the Initial Member: 

Assistant Director - Structured Transactions 


Federal Deposit Insurance Corporation 


550 17th Street, NW (Room F-7015) 


Washington, D.C. 20429-0002 


Attention: Ralph Malami 


E-mail Address: rmalami@fdic.gov 


with a copy to: 

Supervisory Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room D-7102) 

Arlington, Virginia 22226 

Attention: Kathleen Russo 

E-mail Address: krusso@fdic.gov 

Section 10. Termination. The obligations of the Bank to the Initial Member pursuant 

to this Agreement shall continue in effect until the earlier of (i) the Initial Member has notified 

the Bank of termination of this Agreement in writing or (ii) the Ban..k has resigned or been 

removed under the terms of the Custodial and Paying Agency Agreement and (x) all funds 

deposited in the Private Owner Pledged Account have been transferred to the successor to the 

Bank as Custodian and Paying Agent, pursuant to Section 9.1(d) of the Custodial and Paying 

Agency Agreement, and (y) such successor Custodian and Paying Agent and the Private Owner 

(which the Private Owner will do upon demand of the Initial Member) executes and delivers to 

the Initial Member a Private Owner Pledged Account Control Agreement in the form of Exhibit 

Q to the Custodial and Paying Agency Agreement or otherwise satisfactory to the Initial 

Member. The Initial Member agrees with the Private Owner to provide a Notice of Termination 

in substantially the form of Exhibit A hereto to the Bank on or after the termination of the Initial 

Member's security interest in the Private Owner Pledged Account pursuant to, or as otherwise 

provided by, the terms of the LLC Operating Agreement. 

Section 11. Limitation of Liability; Indemnification of the Bank. The Private Owner 

and the Initial Member hereby agree that (a) the Bank is released from any and all liabilities to 

the Private Owner and the Initial Member arising from the terms of this Agreement and 

compliance by the Bank with the terms hereof, except to the extent that such liabilities arise from 

the Bank's bad faith, willful misconduct or negligence and (b) the Private Owner, its successors 

and assigns shall indemnify and save harmless the Bank from and against any loss, liability or 

expense incurred without bad faith, willful misconduct or negligence on the part of the Bank, its 

officers, directors and agents, arising out of or in connection with the execution and performance 

of this Agreement or the maintenance of the Private Owner Pledged Account, including the 

reasonable actual costs and expenses of defending themselves against any claim or liability in 

Exhibit Q-7 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
connection with the performance of any of their powers or duties hereunder. The Bank's right to 

indemnification hereunder shall survive the termination of this Agreement and the earlier 

resignation or removal of the Bank. 

Section 12. Fees. The Bank shall charge such fees for its services under this 

Agreement as shall be set forth in a separate agreement between the Bank and the Private Owner, 

the payment of which fees, together with the Bank's expenses in connection herewith (including, 

without limitation, attorneys' and agents' fees and expenses), shall be the obligation of the 

Private Owner. The obligation of the Private Owner to pay the Bank such fees and reimburse the 

Bank for such expenses shall survive the resignation or removal of the Bank (for all fees and 

expenses incurred prior to such resignation or removal) or the termination or assignment of this 

Agreement. 

Section 13. Counterparts. This Agreement may be executed in any number of 

counterparts, including by facsimile or other electronic means of communication, all of which 

shall constitute one and the same instrument, and any party hereto may execute this Agreement 

by signing and delivering one or more counterparts. 

Section 14. Jurisdiction; Venue and Service. 

(a) Each of the Private Owner and the Bank, for itself and its Affiliates, 

hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any other Transaction Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum other than the court in which the Initial Member files the suit, 

action or proceeding without the consent of the Initial Member; 

(B) assert that venue is improper in either the United States 

District Court for the Southern District of New York or the United States District Court for the 

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum. 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York for any suit, action or proceeding against it or any of its Affiliates commenced by the 

Initial Member arising out of, relating to, or in connection with this Agreement or any other 

Transaction Document (other than the LLC Operating Agreement), and waives any right to: 

Exhibit Q-8 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent ofthe Initial Member; 

(B) assert that venue is improper in the Supreme Court of the 

State ofNew York; or 

(C) assert that the Supreme Court of the State of New York is 

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by the Private 

Owner, the Bank, or its Affiliates against the Initial Member arising out of, relating to, or in 

connection with this Agreement or any other Transaction Document in only either the United 

States District Court for the Southern District of New York or the United States District Court 

for the District of Columbia, and waives any right to remove or transfer such suit, action or 

proceeding to any other court or dispute-resolution forum without the consent of the Initial 

Member, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the 

United States District Court for the Southern District of New York or the United States District 

Court for the District of Columbia at the option of the Initial Member; and 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 14(a)(iii), to bring that suit, 

action or proceeding in only the Supreme Court of the State of New York, and waives any right 

to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent ofthe Initial Member. 

(b) Each of the Private Owner 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 14(a) may be enforced in any court of 

competent jurisdiction. 

(c) Subject to the provisions of Section 14(d), each of the Private Owner and 

the Bank, on behalf of itself and its Affiliates, and the Initial Member hereby irrevocably and 

unconditionally agrees that service of all writs, process and summonses in any suit, action or 

proceeding pursuant to Section 14(a) or Section 14(b) may be effected by the mailing of copies 

thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to 

Section 9 (with copies to such other Persons as specified therein); provided, however, that 

nothing contained in this Section 14(c) shall affect the right of any party to serve process in any 

other manner permitted by Law. 

(d) Nothing in this Section 14 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 14(a)(iii) and Section 14(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. 

Exhibit Q-9 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
Section 15. Balance Reports. The Bank agrees, at the written request of the Initial 

Member on any day on which the Bank is open to conduct its regular banking business other 

than a Saturday, Sunday or public holiday (a "Business Day"), to make available to the Initial 

Member a report ("Balance Report") showing the available balance in the Private Owner 

Pledged Account as of the beginning of such Business Day, either on-line or by electronic mail, 

at the Bank's option. The Company expressly consents to this transmission of information. 

Section 16. Rules of Construction. The Rules of Construction apply to this 

Agreement. 

Section 17. Representations ofthe Bank. The Bank hereby represents: 

(a) The Private Owner Pledged Account has been established as set forth 

herein and the Private Owner Pledged Account will be maintained in the manner set forth herein 

until termination of this Agreement; 

(b) The Private Owner Pledged Account is either (i) a "securities account" (as 

defined in Section 8-501 of the NY UCC) or (ii) a "deposit account" (as defined in Section 9­

102(a)(29) of the NY UCC); 

(c) The Bank is a "securities intermediary" within the meaning of Section 8­

102(a)(l4) ofthe NY UCC and a "bank" within the meaning of Section 9-102(a)(8) ofthe NY 

UCC; 

(d) The Bank is not a "clearing corporation" within the meaning of Section 8­

102(a)(5) ofthe NY UCC; and 

(e) This Agreement is the valid and legally binding obligation ofthe Bank. 

[SIGNATURE PAGE FOLLOWS] 

Exhibit Q-1 0 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
---------------------

IN WITNESS WHEREOF, the parties hereto have caused this Private Owner 

Pledged Account Control Agreement to be executed as of the day and year first above written. 

Private Owner: 

CALIFORNIA ADC LOAN PORTFOLIO 

PRIVATE OWNER, LLC, a Delaware limited 

liability company 

By: 	 California ADC Loan Acquisition Venture, 

L.P., a Delaware limited partnership, its 

managing member 

By: --------------------­ Name: _____________________ 

Title: 

By: ----------------------­ Name: 

Title: 

Initial Member: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAP A CITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN) 

By: -------------------------------­ Name: William P. Stewart 

Title: Attorney in Fact 

Exhibit Q-11 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
Bank: 

WELLS FARGO BANK, NATIONAL 

ASSOCIATION, a national banking association 

By:________________ 

Name: Amy Mofsenson 

Title: Vice President 

Exhibit Q-12 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:206l 092v4 
EXHIBIT A 


FORM OF NOTICE OF TERMINATION 


[LETTERHEAD OF INITIAL MEMBER] 

[Date] 

Wells Fargo Bank, National Association 

9062 Old Annapolis Road 

Columbia, Maryland 21045 

Attention: Client Services Manager 

Re: Notice of Termination of Private Owner Pledged Account Control Agreement 

You are hereby notified that the Private Owner Pledged Account Control Agreement, 

dated as of December 20, 2011 among you, the undersigned and California ADC Loan Portfolio 

Private Owner, LLC, a Delaware limited liability company (the "Private Owner"), a copy of 

which is attached hereto (the "Agreement"), is terminated and that you have no further 

obligations to the Initial Member pursuant to the Agreement. Notwithstanding any previous 

instructions to you, you are hereby instructed to accept all future directions with respect to the 

Private Owner Pledged Account from the Private Owner. This notice terminates any obligations 

you may have to the Initial Member with respect to the Private Owner Pledged Account; 

provided, however, that nothing contained in this notice shall alter any obligations which you 

may otherwise owe to the Initial Member pursuant to any other agreement. Capitalized terms 

used but not defined in this notice shall have the meanings given to them in the Agreement. 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN) 

By:__________________________________ 

Name:~[________~] 

Title: ._[--------~] 

Exhibit Q-13 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4 
Acknowledged and Agreed: 

California ADC Loan Portfolio Private Owner, LLC, 

as Private Owner 

By: 	 California ADC Loan Acquisition Venture, L.P., 

its managing member 

By: 


Name: 


Title: 

By: ---------------------­ Name: 

Title: 

Exhibit Q-14 

ADC Venture 2011-2 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 

DAL:0530520/00002:2061 092v4