Exhibit 4.1

AMENDED AND RESTATED INITIAL PURCHASE MONEY NOTE

PRINCIPAL OF, AND INTEREST ON, THIS PURCHASE MONEY NOTE IS PAYABLE PERIODICALLY AS SET FORTH HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF, AND ACCRUED INTEREST HEREON MAY HAVE BEEN PAID TO THE MOST RECENT DISTRIBUTION DATE. ANY PERSON ACQUIRING THIS PURCHASE MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT, AND THE DATE TO WHICH ACCRUED INTEREST HEREON HAS BEEN PAID, BY INQUIRY OF THE PAYING AGENT.

THE FAILURE TO PROVIDE THE COMPANY OR THE PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE) MAY RESULT IN THE IMPOSITION OF U.S. FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN RESPECT OF THIS PURCHASE MONEY NOTE.

EXCEPT AS OTHERWISE INDICATED IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT, INTERESTS IN THIS PURCHASE MONEY NOTE MUST BE HELD IN MINIMUM DENOMINATIONS OF U.S.$250,000 AND INTEGRAL MULTIPLES OF U.S.$10,000 IN EXCESS THEREOF.

THIRTY-SIX BILLION SEVENTY-ONE MILLION EIGHT HUNDRED SIXTEEN THOUSAND ONE HUNDRED SEVENTEEN AND 12/100 DOLLARS

FOR VALUE RECEIVED, First-Citizens Bank & Trust Company, a North Carolina state-chartered bank (herein referred to as the “Issuer” and in other PA Financing Transaction Documents as the “Company”), hereby unconditionally promises to pay to the order of the Federal Deposit Insurance Corporation (in any capacity, the “FDIC”), as receiver for Silicon Valley Bridge Bank, National Association (the FDIC, in such capacity, the “Receiver”), or its successors and registered assigns (the “Note Holder”), the principal sum of $36,071,816,117.12 (Thirty-Six Billion Seventy-One Million Eight Hundred Sixteen Thousand One Hundred Seventeen and 12/100 United States Dollars), and interest thereon at the rates and at the times provided herein.

The principal and interest on this Purchase Money Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. This Purchase Money Note is one of the Purchase Money Notes referred to in, and is entitled to the security, protections and benefits afforded by, (i) that certain Security Agreement dated as of March 27, 2023 by and among the Issuer, the Receiver, as Notes Designee and as Collateral Agent (as amended, supplemented or restated from time to time, the “Security Agreement”), and (ii) that certain Custodial and Paying Agency Agreement dated as of March 27, 2023 by and among the Issuer as Company, as Debtor and as Custodian, the Receiver as Notes Designee and as Collateral Agent, and U.S. Bank Trust Company, National Association as Paying Agent (as amended, supplemented or restated from time to time, the “Custodial and Paying Agency Agreement”). This Purchase Money Note is fully recourse to the Issuer. Unless otherwise defined herein, capitalized terms used in this Purchase Money Note have the meanings provided in, or by reference in, the Custodial and Paying Agency Agreement or, if not defined in the Custodial and Paying Agency Agreement, the Security Agreement.

The entire outstanding principal amount of this Purchase Money Note together with all accrued and unpaid interest thereon shall be due and payable on March 27, 2028 (the “Maturity Date”), or such earlier date as such amount shall become due and payable pursuant to the terms of this Purchase Money Note.

The Issuer will pay interest in arrears on this Purchase Money Note at the Note Interest Rate (defined below) on each Distribution Date and on the Maturity Date on the principal amount of this Purchase Money Note outstanding from time to time. On the initial Distribution Date, interest will be due and payable for the period commencing on and including the Closing Date, through and including the day immediately preceding such Distribution Date, and on each subsequent Distribution Date interest will be due and payable for the period commencing on and including the immediately preceding Distribution Date, through and including the day immediately preceding such subsequent Distribution Date, and on the Maturity Date interest will be due and payable for the period commencing on and including the immediately preceding Distribution Date, through and including the day immediately preceding such Maturity Date.

Interest payable on each Distribution Date (other than the initial Distribution Date and the Maturity Date) will be calculated on the basis of a 360-day year consisting of twelve 30-day months, and interest payable on the initial Distribution Date or on the Maturity Date will be calculated on the basis of a 360-day year and the actual number of days elapsed; provided, that in the event of any voluntary prepayment on a date other than a Distribution Date, interest payable on the principal amount of such voluntary prepayment will be calculated on the basis of a 360-day year and the actual number of days elapsed. As used herein, “Note Interest Rate” shall mean a rate per annum equal to three and one-half percent (3.50%). Notwithstanding the foregoing, to the fullest extent permitted by applicable Law, to the extent accrued interest under this Purchase Money Note is not paid in full on any Distribution Date or on the Maturity Date, or the principal of this Purchase Money Note, or any other amount payable by the Issuer under this Purchase Money Note, is not paid when due, such overdue amount will (without limitation of the rights or remedies of the Note Holder, the Notes Designee or the Collateral Agent with respect to such default) accrue interest until paid at the Note Interest Rate plus 2% per annum (calculated on the same basis as non-default interest for the related period). Interest hereunder shall continue to accrue after the commencement by or against the Issuer of any proceeding under any Debtor Relief Law naming the Issuer as a debtor therein, regardless of whether such interest is an allowed claim in such proceeding.

In connection with the settlement process under the Purchase and Assumption Agreement, the Initial Purchase Money Note is being exchanged for and replaced by this Amended and Restated Initial Purchase Money Note. On the Document Effective Date, the Issuer will pay directly to the Note Holder a one-time interest payment of $24,383,816.66 (the “Note Interest True-up Amount”). Each of the Issuer and the Note Holder agree that the Note Interest True-up Amount represents additional interest owed by the Issuer to the Note Holder to account for the difference in principal between the Initial Purchase Money Note and this Amended and Restated Initial Purchase Money Note for the period beginning on and including the Closing Date and ending on the day prior to the Document Effective Date. The Paying Agent shall have no duty or responsibility to pay any Note Interest True-Up Amount to any Note Holder. If after the Document Effective Date the Note Holder is required to make any payment to the Issuer pursuant to the settlement process under the Purchase and Assumption Agreement (a “Settlement Payment”), the Note Holder shall have the option of either making such Settlement Payment in cash or setting off such Settlement Payment against the principal of this Amended and Restated Initial Purchase Money Note. In the event that the Note Holder elects to make a Settlement Payment in cash, the Note Holder shall provide written notice to the Paying Agent and the Issuer setting forth the amount of the Settlement Payment and the date of such deposit and shall make such Settlement Payment to the Paying Agent for deposit in the Distribution Account for disbursement by the Paying Agent as a prepayment of principal of this Amended and Restated Initial Purchase Money Note in accordance with the provisions of first paragraph of Section 3.3 of the Custodial and Paying Agency Agreement. In the event that the Note Holder elects to set off a Settlement Payment against the principal of this Amended and Restated Initial Purchase Money Note, the Note Holder shall promptly send notice thereof to the Issuer and the Paying Agent, and the outstanding principal amount of this Amended and Restated Initial Purchase Money Note shall be reduced as of the date such Settlement Payment became due by the amount set off by the Note Holder with respect thereto.

Notwithstanding anything to the contrary in the Custodial and Paying Agency Agreement and except as otherwise provided herein, any and all payments by the Issuer to or for the account of the Note Holder or its successors and assigns, including any person that holds a participatory interest in this Purchase Money Note (the Note Holder, its successors and assigns, and any person that holds a participatory interest in this Purchase Money Note is referred to herein as a “Participating Holder”), on this Purchase Money Note shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto (collectively “Taxes”), except as required by any Law. If the Issuer shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under this Purchase Money Note to a Participating Holder, (i) the Issuer shall make such deductions (to the extent not deducted by the Paying Agent under the Custodial and Paying Agency Agreement, if applicable), (ii) if such Tax is an Indemnified Tax (as defined below), then an additional amount shall be payable (such additional amount, a “Withholding Tax Gross-Up Payment”) so that after making all required deductions (including deductions applicable to the Withholding Tax Gross-Up Payment), the Participating Holder receives the amount equal to the sum it would have received had no such deductions been made, (iii) the Issuer shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Issuer shall furnish to such Participating Holder the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Participating Holder. An “Indemnified Tax” in the case of each Participating Holder, is any Tax other than the following: (A) Taxes imposed on or measured by its net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the laws of which such Participating Holder, as the case may be, is organized, is a resident of, maintains a lending office or is otherwise engaged in trade or business, and all liabilities (including additions to tax, penalties and interest) with respect thereto; (B) any Taxes that are solely attributable to such Participating Holder’s failure to deliver a Withholding Certificate (as defined below) in accordance with the terms hereof; (C) any withholding Taxes imposed on amounts payable to a Participating Holder at the time such Participating Holder acquires an interest in this Purchase Money Note, except to the extent that such Participating Holder’s assignor (if any) was entitled, at the time of assignment, to receive a Withholding Tax Gross-Up Payment from the Issuer with respect to such Taxes pursuant to this paragraph, and (D) any withholding Taxes imposed under Section 1471 through 1474 of the Internal Revenue Code of 1986, and any current or future regulations or official interpretations thereof. If the Issuer fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to any Participating Holder the required receipts or other required documentary evidence, the Issuer shall indemnify such Participating Holder for any incremental taxes, interest or penalties that may become payable by such Participating Holder arising out of such failure to the extent that such amounts were previously not paid to such Participating Holder.

Notwithstanding anything to the contrary in the Custodial and Paying Agency Agreement, the Issuer agrees to indemnify each Participating Holder for (i) the full amount of Indemnified Taxes (including any Taxes imposed or asserted by any jurisdiction on a Withholding Tax Gross-Up Payment) paid by such Participating Holder and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority; provided that such Participating Holder provides the Issuer with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts.

Payments required pursuant to the preceding sentence shall be made within thirty (30) days after the date such Participating Holder makes a demand therefor.

Any Participating Holder that is entitled to an exemption from or reduction of any applicable withholding tax with respect to payments hereunder shall deliver to the Issuer such properly completed and executed documentation in a form reasonably acceptable to the Issuer as will permit such payments to be made without withholding or at a reduced rate of withholding (any such documentation, a “Withholding Certificate”). In addition, a Participating Holder shall deliver such Withholding Certificates promptly upon the invalidity of any Withholding Certificate previously delivered by such Participating Holder. A Participating Holder shall promptly notify the Issuer at any time it determines that any previously delivered Withholding Certificate no longer applies. Notwithstanding anything to the contrary in this paragraph, the completion, execution and submission of such documentation shall not be required if in the Participating Holder’s reasonable judgment such completion, execution or submission would subject such Participating Holder to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Participating Holder.

This Purchase Money Note is subject to prepayment, and shall be prepaid, from time to time in accordance with the terms of the Custodial and Paying Agency Agreement.

The Note Holder, by acceptance of this Purchase Money Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the rights of the Issuer pursuant to the Custodial and Paying Agency Agreement or any other PA Financing Transaction Document or under any certificate or other writing delivered in connection therewith, against the Paying Agent or its Affiliates.

Payments on this Purchase Money Note shall be made in accordance with the terms of the Custodial and Paying Agency Agreement.

This Purchase Money Note is a registered note and may be transferred only in accordance with the terms of the Custodial and Paying Agency Agreement.

Replacement of this Purchase Money Note in certain circumstances (including destruction, loss or theft of this Purchase Money Note) and under certain conditions shall be made in accordance with the terms of the Custodial and Paying Agency Agreement.

The Issuer, the Paying Agent and any agent of the Issuer or the Paying Agent shall treat the Person in whose name this Purchase Money Note is registered on the Notes Register on the applicable Record Date as the owner of such Purchase Money Note for the purpose of receiving payments of principal of, interest on, or other distributions with respect to such Purchase Money Note and on any other date for all other purposes whatsoever (whether or not such payments are overdue), and neither the Issuer, nor the Paying Agent, nor any agent of the Issuer or the Paying Agent shall be affected by notice to the contrary.

If an Event of Default shall have occurred and be continuing, the Notes Designee may declare all of the Purchase Money Notes (including without limitation this Purchase Money Note) to be immediately due and payable, by a notice in writing to the Issuer, and upon any such declaration the unpaid principal amount of, and all accrued and unpaid interest on, all of the Purchase Money Notes (including without limitation this Purchase Money Note), together with all other accrued and unpaid amounts in respect thereof through the date of acceleration, shall become immediately due and payable without the necessity of any presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Issuer; provided, however, that with respect to an Event of Default resulting from the occurrence of an Insolvency Event enumerated in any of clauses (i) through (vi), or clause (ix), of the definition thereof, the unpaid principal amount of, all accrued and unpaid interest on, and all such other amounts in respect of this Purchase Money Note shall automatically become immediately due and payable without further act of the Notes Designee or the Note Holder.

The Issuer shall pay to the Note Holder such additional amounts as shall be sufficient to pay the Note Holder’s actual and reasonable costs and expenses of collection, including without limitation Attorney Costs.

In addition to any rights and remedies of the Receiver provided by Law, the Receiver, as the Note Holder, is authorized at any time and from time to time, without prior notice to the Company or any other Grantor, any such notice being waived by the Company (on its own behalf and on behalf of the Company and each other Grantor) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, any other Debt at any time owing by, or any other amount at any time owing under the Purchase and Assumption Agreement or under the Shared-Loss Agreement by, the Receiver to or for the credit or the account of the respective Grantors and their Subsidiaries against any and all Secured Obligations owing to the Receiver hereunder or under any other PA Financing Transaction Document now or hereafter existing, irrespective of whether or not the Receiver shall have made a demand under this Purchase Money Note or any other PA Financing Transaction Document and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit, Debt or Purchase and Assumption Agreement or Shared-Loss Agreement obligation. The rights of the Receiver as Note Holder under this paragraph are in addition to other rights and remedies (including other rights of setoff) that it may have. The Receiver, as Note Holder, shall promptly give notice to the Company and the Paying Agent of any setoff pursuant to the immediately preceding sentence, including the date and amount thereof, provided that the Receiver shall have no liability for any failure to do so.

To the extent that any payment by or on behalf of the Issuer is made to the Note Holder, or the Note Holder exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Note Holder in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

No delay, omission or waiver on the part of the Note Holder or the Notes Designee in exercising any right pursuant to this Purchase Money Note shall operate as a waiver of such right or any other right of the Note Holder or the Notes Designee, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. Except as otherwise set forth herein, the rights and remedies of the Note Holder and the Notes Designee are cumulative and not exclusive of any rights or remedies that the Note Holder or the Notes Designee would otherwise have.

The Note Holder, by its acceptance hereof, hereby consents and agrees to the terms of the Custodial and Paying Agency Agreement and to the terms of Article X of the Security Agreement as if set forth herein.

The Issuer, by its issuance hereof, hereby consents and agrees to the terms of Articles IV and V of the Security Agreement as if set forth herein.

The Issuer’s obligations pursuant to this Purchase Money Note are absolute and unconditional and shall not be affected by any circumstance whatsoever, and the Issuer hereby agrees to make, or cause any Paying Agent to make, all payments pursuant to this Purchase Money Note in full and when due, whether in respect to principal, interest or any other amount owed by the Issuer pursuant to this Purchase Money Note, without notice, demand, counterclaim, setoff, deduction, defense, abatement, suspension, limitation, deferment, diminution, recoupment or other right that the Issuer may have against the Note Holder or any other Person, and free of any restriction or condition, and the Issuer hereby waives and agrees not to assert any defense (other than payment in accordance with the terms hereof), right of counterclaim, set off or recoupment, or other right which it may have against the Note Holder or any other Person.

All notices, requests, demands, and other communications required or permitted to be given or delivered under or by reason of the provisions of this Purchase Money Note shall be made in accordance with Article XVIII of the Custodial and Paying Agency Agreement.

In case any one or more of the provisions hereof should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

This Purchase Money Note shall bind the Issuer and the successors of the Issuer, and the term “Issuer” herein shall include the successors of the Issuer.

The terms of this Purchase Money Note may be amended from time to time only by the written agreement of the Company and the Notes Designee. Anything in this Purchase Money Note to the contrary notwithstanding, the Consent to Jurisdiction Provisions hereof inure to the benefit of, and are enforceable by (without limitation), the FDIC in its corporate capacity, and said Consent to Jurisdiction Provisions may not be modified or waived in relation to the FDIC (in any capacity) without the prior written consent of the FDIC in its corporate capacity.

Each of the Issuer and, by its acceptance hereof, the Note Holder, agrees and elects that, in accordance with Section 5-1401 of the General Obligations Law of State of New York, this Purchase Money Note 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 Purchase Money Note to the law of another jurisdiction, and each of the Issuer and, by its acceptance hereof, the Note Holder unconditionally and irrevocably waives any claim to assert that either (1) the laws of any other jurisdiction govern this Purchase Money Note or (2) the provisions of this paragraph do not apply to any other PA Financing Transaction Document.

(a) Each of the Issuer and, by acceptance of this Purchase Money Note (with respect only to paragraphs (a)(iii) and (a)(iv) below, and then only if the Note Holder is not the FDIC (in any capacity)), the Note Holder, in each case for itself and its Affiliates, irrevocably and unconditionally:

(i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it commenced by the FDIC (in any capacity) arising out of, relating to, or in connection with this Purchase Money Note or any other PA Financing 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding) files the suit, action or proceeding without the consent of the FDIC (in the capacity in which it is a party in such suit, action or proceeding);

(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 commenced by the FDIC (in any capacity) arising out of, relating to, or in connection with this Purchase Money Note or any other PA Financing Transaction Document, and waives any right to:

(B) assert that venue is improper in the Supreme Court of the State of New York; or

(C) assert that the Supreme Court of the State of New York is an inconvenient forum.

(A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum, other than the courts identified in clause (a)(i) above, without the consent of the FDIC (in the capacity in which it is a party in such suit, action or proceeding); (iii) agrees to bring any suit, action or proceeding by it against the FDIC (in any capacity) arising out of, relating to, or in connection with this Purchase Money Note or any other PA Financing Transaction Document exclusively 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, 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding), 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding); 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 paragraph (a)(iii) above, to bring that suit, action or proceeding exclusively in 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding).

(b) Each of the Issuer and, by acceptance of this Purchase Money Note (only if the Note Holder is not the FDIC (in any capacity)), the Note Holder, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within paragraph (a) above may be enforced in any court of competent jurisdiction.

(c) Subject to the provisions of paragraph (d), each of the Issuer and, by acceptance of this Purchase Money Note (only if the Note Holder is not the FDIC (in any capacity)), the Note Holder, hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to paragraph (a) or paragraph (b) above may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at, with respect to the Issuer, its address for notices set forth in the Custodial and Paying Agency Agreement and, with respect to the Note Holder, the address on file with the Notes Registrar; provided, however, that nothing contained in this paragraph (c) shall affect the right of any party to serve process in any other manner permitted by Law.

(d) Nothing in paragraph (a), paragraph (b) or paragraph (c) above shall constitute consent to jurisdiction in any court by the FDIC (in any capacity), other than as expressly provided in paragraph (a)(iii) and paragraph (a)(iv) above, or in any way limit the right of the FDIC (in any capacity) to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

The preceding paragraphs (a), (b), (c) and (d) of this Purchase Money Note may be referred to herein collectively as the “Consent to Jurisdiction Provisions”.

EACH OF THE ISSUER AND, BY ITS ACCEPTANCE HEREOF, THE NOTE HOLDER 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 PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

This Purchase Money Note may be exchanged as set forth in the Custodial and Paying Agency Agreement.

If this Purchase Money Note is in the custody of the Paying Agent pursuant to the Custodial and Paying Agency Agreement, the Paying Agent shall, upon any payment in respect of the principal amount hereof, endorse this Purchase Money Note on Schedule A hereto to reflect such payment. The Custodial and Paying Agency Agreement further provides that the Paying Agent shall complete Schedule A of each Purchase Money Note issued upon transfer, exchange or replacement of any other Purchase Money Note(s) to set forth the amount of all payments of the Original Amount previously made on the old Purchase Money Note (or portion thereof) or Purchase Money Notes (or portions thereof) with respect to which such new Purchase Money Note is issued and the date to which interest on such old Purchase Money Note(s) has been paid.

Title to the Purchase Money Notes shall pass by registration in the Notes Register kept by the Notes Registrar, which initially shall be the Paying Agent.

Neither the Issuer nor the Note Holder will be charged for service charges in connection with the registration of transfer or exchange of this Purchase Money Note, but the Paying Agent may require the Issuer to pay a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by facsimile or other authorized electronic means, as of the date first shown above.

[Signature Page to Purchase Money Note]

SCHEDULE A

SCHEDULE OF REPAYMENTS AND INTEREST PAYMENTS

[Omitted.]

Exhibit 4.2

EXECUTION VERSION

CUSTODIAL AND PAYING AGENCY AGREEMENT

by and among

FIRST-CITIZENS BANK & TRUST COMPANY,

as Company, Custodian and a Debtor,

FEDERAL DEPOSIT INSURANCE CORPORATION,

as Receiver for Silicon Valley Bridge Bank, National Association, as Notes Designee,

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Paying Agent

and

FEDERAL DEPOSIT INSURANCE CORPORATION,

as Receiver for Silicon Valley Bridge Bank, National Association, as Collateral Agent,

Dated as of March 27, 2023

TABLE OF CONTENTS

i

ii

iii

Schedules and Exhibits

iv

CUSTODIAL AND PAYING AGENCY AGREEMENT

THIS CUSTODIAL AND PAYING AGENCY AGREEMENT (as the same may be amended, modified or supplemented in accordance with the terms hereof, this “Agreement”) is made and entered into as of March 27, 2023 (the “Closing Date”), by and among: (i) First-Citizens Bank & Trust Company, a North Carolina state-chartered bank (the “Company”); (ii) the Company, as Custodian (in such capacity, the “Custodian”); (iii) U.S. Bank Trust Company, National Association, as Paying Agent (the “Paying Agent”); (iv) each of the other entities (if any) listed on the signature pages hereof under the caption “Debtor”, or that becomes a party hereto as a “Debtor” pursuant to Section 7.12 of the Security Agreement (as such term is defined below) (together with the Company, collectively, “Debtors”); (v) the Federal Deposit Insurance Corporation (the “FDIC”), as receiver for Silicon Valley Bridge Bank, National Association (the “Failed Bank”) (in such capacity, the “Receiver”), as Notes Designee (as such term is defined below); and (vi) the Receiver, as Collateral Agent (as such term is defined below).

RECITALS

WHEREAS, (i) pursuant to the Purchase and Assumption Agreement, the Company has purchased certain assets and assumed certain deposit and other liabilities of the Failed Bank, (ii) in connection therewith, the Receiver has provided certain purchase money and other continuing secured financing and (iii) the Receiver is willing to provide and to continue to provide such financing, but only on the terms and subject to the conditions set forth herein and in the other PA Financing Transaction Documents; and

WHEREAS, the Failed Bank previously owned the Loans; and

WHEREAS, pursuant to the Security Agreement, the Debtors have pledged the Loans and other collateral to the Collateral Agent for the benefit of the Note Holders and the Lender, and the Security Agreement requires the Debtors to retain a document custodian (which may be the Company subject to the conditions set forth herein), meeting the requirements set forth herein and in the Security Agreement, to take possession of the Custodial Documents in accordance with the terms and conditions hereof; and

WHEREAS, the Company is required to open and maintain in its name at one of the Paying Agent’s branches certain accounts into which amounts will be deposited and proceeds will be distributed as provided herein, and to appoint the Custodian and the Paying Agent to perform the services contemplated by this Agreement commencing on the Document Effective Date; and

WHEREAS, the Company, the Lender, and the Collateral Agent are entering into the Advance Facility Agreement;

WHEREAS, the Facility Loans made pursuant to the Advance Facility Agreement are and shall be subordinate in right of payment to the Purchase Money Note to the extent provided herein;

WHEREAS, in connection with the ongoing settlement process under the Purchase and Assumption Agreement, the Initial Purchase Money Note is being exchanged for and replaced by the Amended and Restated Initial Purchase Money Note; and WHEREAS, the parties hereto wish to enter into this Agreement to, among other purposes, 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 Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions. Except where otherwise indicated, capitalized terms used but not defined in this Agreement have the meanings provided in, or by reference in, Schedule 1 hereto.

Section 1.2 Rules of Construction. This Agreement shall be construed and interpreted in accordance with the following:

(a) References to “Affiliates” include only other Persons that from time to time constitute “Affiliates” of such specified Person, and do not include, at any particular time, other Persons that may have been, but at such time have ceased to be, “Affiliates” of such specified Person, except to the extent that any such reference specifically provides otherwise.

(b) Except where the context otherwise requires, terms used in this Agreement without definition that are defined in the NY UCC have the meanings given to them in the NY UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

(c) References to “the Debtors” are to the Debtors, jointly and severally.

(d) The term “or” is not exclusive.

(e) A reference to a law includes any amendment, modification or replacement to such law.

(f) References to any document, instrument or agreement (i) shall be deemed to include all appendices, exhibits, schedules and other attachments thereto and all documents, instruments or agreements issued or executed in replacement thereof and (ii) shall mean such document, instrument or agreement, or replacement thereto, as amended, modified and supplemented from time to time in accordance with its terms (and, to the extent applicable, in accordance with the terms of the Security Agreement).

(g) Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(h) The words “include” and “including” and words of similar import are not limiting, and shall be construed to be followed by the words “without limitation,” whether or not they are in fact followed by such words.

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(i) The word “during” when used with respect to a period of time shall be construed to mean commencing at the beginning of such period and continuing until the end of such period.

(j) Unless the context otherwise requires, singular nouns and pronouns when used herein shall be deemed to include the plural and vice versa and impersonal pronouns shall be deemed to include the personal pronoun of the appropriate gender.

ARTICLE II

PAYING AGENT AND WITHHOLDING ON PURCHASE MONEY NOTE

Section 2.1 Appointment of Paying Agent.

Subject to the terms and conditions of this Agreement, the Paying Agent hereby agrees to perform the duties of Paying Agent specifically set forth hereunder.

Section 2.2 Delivery of Documentation.

(a) On or prior to the Document Effective Date, executed counterparts of the Security Agreement, the Advance Facility Agreement and the Account Control Agreement (the “Debt Agreements”) have been delivered to the Paying Agent, and the Paying Agent acknowledges receipt thereof. The Company agrees to deliver to the Paying Agent, promptly upon execution and delivery thereof, each instrument amending or modifying any agreement previously delivered to the Paying Agent. Copies of the Amended and Restated Initial Purchase Money Note, the Facility Note, and the Purchase and Assumption Agreement have also been delivered to the Paying Agent by the Company, and the Paying Agent acknowledges receipt thereof. At its option and at any time and upon written notice to the Paying Agent, the Receiver may elect to deposit the Purchase Money Note(s) with the Paying Agent, whereupon such Purchase Money Note(s) shall be deemed to constitute “Debt Agreements.”

(b) The Paying Agent shall retain the Debt Agreements in its possession and custody at all times during the term hereof unless any one of the following events has occurred:

(i) If the Paying Agent has resigned or has been removed in accordance with the provisions of Section 9.1, the Paying Agent shall deliver the Debt Agreements to the successor Paying Agent in accordance with Section 9.1.

(ii) If the Paying Agent has received a Request for Release and Receipt of Debt Agreements in the form attached hereto as Exhibit I from an Authorized Representative of the Collateral Agent (with respect to the Security Agreement or the Account Control Agreement) or the Notes Designee (with respect to a Purchase Money Note), the Paying Agent shall deliver the requested Debt Agreements to the Collateral Agent or the Notes Designee, as applicable, in accordance with the instructions provided in such notice.

(c) The Paying Agent shall transfer any Purchase Money Note(s) and surrender any Purchase Money Note(s) only in accordance with the written direction of the Note Holder or Note Holders of such Purchase Money Note(s) in whose name such Purchase Money Note(s) are registered; provided that the Paying Agent is hereby directed by each Note Holder of a Purchase Money Note to surrender such Purchase Money Note called for prepayment pursuant hereto (to the extent of the aggregate principal amount of such Purchase Money Note so redeemed), and to surrender such Purchase Money Note to the Issuer on the Maturity Date.

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The Paying Agent’s duty with respect to any Debt Agreements in its physical possession shall be limited to the exercise of reasonable care by the Paying Agent with respect to such Debt Agreements in its physical possession. For the avoidance of doubt, notwithstanding that the Paying Agent may have physical possession of any Purchase Money Note with respect to which it is acting in its capacity as Paying Agent, such Purchase Money Note shall nonetheless be the property solely of the Note Holder of such Purchase Money Note.

Section 2.3 Duties. The Paying Agent shall have no duties other than those specifically set forth or provided for in this Agreement and each PA Financing Transaction Document to which it is a party, and no implied covenants or obligations of the Paying Agent shall be read into this Agreement or any PA Financing Transaction Document or any related agreement. The Paying Agent shall have no obligation to inquire whether any request, instruction, certificate, direction, receipt, demand, consent, resolution, statement, instrument, opinion, report, notice, document, communication, statement or calculation is in conformity with the terms of the agreement pursuant to which it is given. 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 Withholding. If the Paying Agent is required by any taxing authority to withhold from amounts otherwise payable to any Note Holder or Lender any tax that is legally owed in connection therewith, the Paying Agent is hereby authorized to withhold the amount of any such tax and shall timely pay over such amount to the relevant taxing authority. The Paying Agent shall provide evidence of such payment to the Collateral Agent, the Receiver and any Lender, as applicable, within thirty (30) days after the date of such payment (or, if evidence is not available within thirty (30) days, as soon as possible thereafter). The amount of any such tax shall reduce the amount otherwise payable to such Note Holder or such Lender, unless such Note Holder or such Lender is entitled to receive Withholding Tax Gross-Up Payments. Except as otherwise provided in this Agreement, in no event shall the Paying Agent be responsible or liable for any taxes, penalties or interest owed or paid to any taxing authority.

Section 2.5 Forms of Purchase Money Notes.

(a) Forms Generally. The form of the Purchase Money Notes shall be as set forth in the applicable portion of Exhibit B hereto. The Purchase Money Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Any Purchase Money Note issued after the Document Effective Date shall be issued upon registration of transfer of, in exchange for, or in lieu of the Amended and Restated Initial Purchase Money Note and shall initially be issued in the form of one or more certificated notes in definitive, fully registered form without interest coupons substantially in the form of Exhibit B-1 attached hereto (each, a “Non-Global Certificated Note”), which shall be registered in the name of the owner or nominee thereof, duly executed by the Company as herein provided.

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If the Notes Designee elects to have the Purchase Money Notes made DTC Eligible, then upon the Purchase Money Notes being made DTC Eligible, the outstanding Purchase Money Notes shall be exchanged for one or more global notes (having, in the aggregate, a face principal amount equal to the aggregate Original Amount of the Purchase Money Notes, as specified in, and subject to, Section 2.7(d)) in definitive, fully registered form without interest coupons substantially in the form of Exhibit B-2 attached hereto (collectively, the “Global Notes”), which (I) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (II) shall be held by the Paying Agent as custodian for the Depository unless the Depository instructs otherwise. The issuance of any Global Notes hereunder shall be subject to an amendment of this Custodial and Paying Agency Agreement satisfactory to the Paying Agent in order to facilitate the issuance, exchange, transfer, prepayment and any other action required to be taken in connection with the Global Notes.

(b) OID Legend. To the extent required by Sections 1272, 1273 and 1275 of the Code, and any regulations issued regarding such sections, each Purchase Money Note treated as issued at a discount to its stated redemption price at maturity for federal income tax purposes shall bear a legend in substantially the following form:

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS PURCHASE MONEY NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY CONTACT THE COMPANY AT __________________________________, ATTENTION: ______________, AND THE COMPANY WILL PROVIDE YOU WITH THE ISSUE PRICE AND THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE.

Section 2.6 Authorized Amount; Stated Maturity; Denominations.

(a) The aggregate face amount of Purchase Money Notes that may be executed and delivered under the Purchase and Assumption Agreement and/or this Agreement is limited to Thirty-Six Billion Seventy-One Million Eight Hundred Sixteen Thousand One Hundred Seventeen and 12/100 United States Dollars (U.S. $36,071,816,117.12) (the “Stated Note Amount”) except for Purchase Money Notes executed and delivered upon registration of transfer of, in exchange for, or in lieu of other Purchase Money Notes pursuant to Section 2.5(a), 2.8, 2.9 or 2.11.

(b) Purchase Money Notes shall be issuable in minimum denominations of U.S.$250,000 and integral multiples of U.S.$10,000 in excess thereof (each such denomination, an “Authorized Denomination”), provided that, anything in this Agreement to the contrary notwithstanding, (i) the sole Global Note (if applicable), or, if at any time there is more than one Global Note, one of such Global Notes, may be in a denomination that is in excess of U.S.$250,000 but is not an Authorized Denomination, and (ii) one Purchase Money Note issued upon any transfer, exchange or replacement of another Purchase Money Note issued in a denomination that is in excess of U.S.$250,000 but is not an Authorized Denomination (including upon any division of a Purchase Money Note (issued in a denomination that is in excess of U.S.$250,000 but is not an Authorized Denomination) into two or more Purchase Money Notes) also may be issued in a denomination that is in excess of U.S.$250,000 but is not an Authorized Denomination. For all purposes hereof (but without limitation of the first sentence of Section 2.7(d)), references to the “denomination” of a Purchase Money Note (including references to “Authorized Denomination”) shall refer to the Original Amount of a Purchase Money Note, i.e., disregarding any repayment of the principal of the Purchase Money Notes after the Document Effective Date.

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Section 2.7 Execution, Delivery and Dating.

(a) The Purchase Money Notes shall be executed on behalf of the Company by one of the Authorized Representatives of the Company.

(b) A Purchase Money Note bearing the manual, electronic or facsimile signature of an individual who was an Authorized Representative of the Company when such Purchase Money Note was executed shall bind the Company, notwithstanding the fact that such individual later ceases to be an Authorized Representative.

(c) Each Purchase Money Note executed and delivered by the Company on the Closing Date or thereafter shall be dated the Closing Date.

(d) Purchase Money Notes issued upon transfer, exchange or replacement of other Purchase Money Notes shall be issued in Authorized Denominations (subject to the proviso to the first sentence of Section 2.6(b)) reflecting the Original Amount of the Purchase Money Notes so transferred, exchanged or replaced, and shall be dated the Closing Date, but shall represent only the actual current outstanding principal amount of, and the same rights with respect to the payment of interest as, the Purchase Money Notes so transferred, exchanged or replaced. In the event that any Purchase Money Note is divided into more than one Purchase Money Note in accordance with this Article II, the Original Amount of such Purchase Money Note shall be proportionately divided among the Purchase Money Notes delivered in exchange therefor and (subject to the preceding sentence) shall be deemed to be the Original Amount of such subsequently issued Purchase Money Notes. If any Purchase Money Note is in the custody of the Paying Agent, the Paying Agent shall, upon any payment in respect of the principal amount thereof, endorse such Purchase Money Note on Schedule A thereto to reflect such payment. In any event, the Paying Agent shall complete Schedule A of each Purchase Money Note issued upon transfer, exchange or replacement of any other Purchase Money Note(s) to set forth the amount of all payments of the Original Amount previously made on the old Purchase Money Note (or portion thereof) or Purchase Money Notes (or portions thereof) with respect to which such new Purchase Money Note is issued and the date to which interest on such old Purchase Money Note(s) has been paid.

(e) Prior to the exchange of all outstanding Non-Global Certificated Notes for the Global Note(s) pursuant to Section 2.5, and after any exchange of the Global Notes for Non-Global Certificated Notes pursuant to Section 2.11(a), Purchase Money Notes issued upon transfer, exchange or replacement of other Purchase Money Notes shall be in the form of Non-Global Certificated Notes. After the exchange of all outstanding Non-Global Certificated Notes for the Global Note(s) pursuant to Section 2.5 and prior to any exchange of the Global Notes for Non-Global Certificated Notes pursuant to Section 2.11(a), no Non-Global Certificated Notes shall be issued. Except pursuant to Section 2.11(a), Global Notes may only be exchanged for other Global Notes.

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Section 2.8 Registration, Registration of Transfer and Exchange.

(a) The Company shall cause to be kept a register (the “Notes Register”) in which, subject to such reasonable regulations as it may prescribe with the consent of the Notes Designee, the Company shall provide for the registration, and the registration of transfers, of Purchase Money Notes and Facility Notes. The Paying Agent is hereby initially appointed “Notes Registrar” for the purpose of maintaining the Notes Register and registering Purchase Money Notes and Facility Notes and transfers of such Purchase Money Notes and Facility Notes as herein provided. On or prior to the Document Effective Date the Company shall provide the Paying Agent with all requested information applicable to the Note Holder of the Purchase Money Note and of the Lenders holding Facility Notes for purposes of creating the initial Notes Register. To the extent the Company receives any request for transfer or exchange of any Purchase Money Notes and Facility Loans or Facility Notes or otherwise effects any transfer or exchange of Purchase Money Notes and Facility Notes, it shall promptly provide notice thereof to the Notes Registrar along with any other information reasonably necessary for the Notes Registrar to update the Notes Register. Neither the Notes Registrar nor the Paying Agent shall have any responsibility with respect to any transfer or exchange of any Purchase Money Notes and Facility Notes of which it has no actual knowledge. To the extent any Facility Notes are issued to evidence any Facility Loans, the Company shall provide copies thereof to the Paying Agent. The Company shall provide to the Paying Agent a copy of each Facility Loan Notice, together with a Facility Loan Certificate (each as defined in the Advance Facility Agreement), and the Paying Agent shall be entitled to conclusively rely upon such information in updating the Notes Register (and shall be entitled to assume without inquiry that such Facility Loan was funded by the Lenders). Upon any resignation or removal of the Notes Registrar, the Company shall promptly appoint a successor. The Paying Agent shall not be responsible or liable for any erroneous payments made in reliance upon information provided to it in connection with creating or updating the Notes Register. The Notes Registrar shall not be required to reflect any Facility Loans that are not evidenced by Facility Notes in the Notes Register.

(b) If a Person other than the Paying Agent is appointed by the Company as Notes Registrar, the Company will give the Paying Agent prompt notice of the appointment of a new Notes Registrar and of the location to which the Paying Agent is to deliver the Notes Register, and of any change in location thereafter, and the Paying Agent shall have the right to inspect the Notes Register at all reasonable times and to obtain copies thereof. The Paying Agent shall rely upon a certificate executed on behalf of the Notes Registrar by an officer thereof as to the names and addresses of the Note Holders and Lenders and the principal or face amounts and numbers of such Purchase Money Notes and Facility Notes. Upon written request at any time, the Notes Registrar promptly shall provide to the Company, the Notes Designee or the Collateral Agent a current list of Note Holders and Lenders as reflected in the Notes Register.

(c) Subject to this Section 2.8, upon surrender of any Purchase Money Note or Facility Note to the Notes Registrar for registration of transfer, as the case may be, the Notes Registrar shall prepare and the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Purchase Money Notes or Facility Notes, as the case may be, of any Authorized Denomination (subject to the proviso to the first sentence of Section 2.6(b)) and of like terms and a like aggregate Original Amount (in the case of the Purchase Money Notes) or outstanding principal amount (in the case of any Facility Notes). The Company shall furnish a copy of the executed Purchase Money Notes or Facility Notes, as the case may be, to the Notes Registrar.

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(d) At the option of a Note Holder or Lender, a Purchase Money Note or Facility Note may be exchanged for Purchase Money Notes or Facility Notes of like terms, in any Authorized Denominations (subject to the proviso to the first sentence of Section 2.6(b)) and of like aggregate Original Amount (in the case of the Purchase Money Notes) or outstanding principal amount (in the case of the Facility Notes) upon surrender of the Purchase Money Note or Facility Note, as applicable, to be exchanged. Whenever any Purchase Money Note or Facility Note is surrendered to the Notes Registrar for exchange, the Notes Registrar shall prepare, and the Company shall execute and deliver, the Purchase Money Notes or Facility Notes (if requested by the applicable Lender), as applicable, that the Note Holder or Lender making the exchange is entitled to receive and shall deliver a copy of such executed Purchase Money Notes or Facility Notes, as applicable, to the Notes Registrar.

(e) All Purchase Money Notes and Facility Notes issued upon any registration of transfer or exchange of such Purchase Money Notes and Facility Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Purchase Money Notes or Facility Notes, as applicable, surrendered upon such registration of transfer or exchange.

(f) Every Purchase Money Note and Facility Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Notes Registrar duly executed by the Note Holder or Lender thereof or its attorney duly authorized in writing.

(g) Neither the Company nor the Note Holder will be charged a service charge in connection with the registration of transfer or exchange of Purchase Money Notes or Facility Notes, but the Paying Agent may require the Company to pay a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

(h) Agent Members shall have no rights under this Agreement with respect to any Global Note held on their behalf by the Paying Agent, as custodian for the Depository, and the Depository may be treated by the Company, the Paying Agent, and any agent of the Company or the Paying Agent as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Paying Agent, or any agent of the Company or the Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial interest in any Global Note.

(i) The Paying Agent (including in its capacity as the Notes Registrar) shall have no obligation to any Participating Holders or to any Participants, including without limitation making any payments to any Participating Holders or to any Participants, effecting any transfers or exchanges thereof, or otherwise reflecting in the Notes Register any information relating to any Participating Holders or to any Participants.

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(j) Notwithstanding anything contained herein to the contrary, neither the Paying Agent nor the Notes Registrar shall be responsible for ascertaining whether any transfer complies with the registration provisions of or any exemptions from the Securities Act, applicable state securities Laws or the applicable Laws of any other jurisdiction, ERISA, the Code or the Investment Company Act of 1940, as amended.

Section 2.9 Mutilated, Defaced, Destroyed, Lost or Stolen Purchase Money Notes or Facility Notes.

(a) If (i) any mutilated or defaced Purchase Money Note or Facility Note is surrendered to the Paying Agent, or if there shall be delivered to the Company and the Paying Agent evidence to their reasonable satisfaction of the destruction, loss or theft of any Purchase Money Note or Facility Note, and (ii) there is delivered to the Company and the Paying Agent such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Paying Agent that such Purchase Money Note or Facility Note has been acquired by a bona fide purchaser, the Company shall execute and deliver, in lieu of any such mutilated, defaced, destroyed, lost or stolen Purchase Money Note or Facility Note, a new Purchase Money Note or Facility Note, of like tenor (including the same date of issuance) and equal principal or face amount registered in the same manner, dated the date of its authentication, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Purchase Money Note or Facility Note and bearing a number not contemporaneously outstanding.

(b) If, after delivery of such new Purchase Money Note or Facility Note, a bona fide purchaser of the predecessor Purchase Money Note or Facility Note presents for payment, transfer or exchange such predecessor Purchase Money Note or Facility Note, the Company, the Notes Registrar and the Paying Agent shall be entitled to recover such new Purchase Money Note or Facility Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company and the Paying Agent in connection therewith.

(c) In case any such mutilated, defaced, destroyed, lost or stolen Purchase Money Note or Facility Note has become due and payable, the Company may in its discretion, instead of issuing a new Purchase Money Note or Facility Note, pay such Purchase Money Note or Facility Note without requiring surrender thereof except that any mutilated Purchase Money Note or Facility Note shall be surrendered.

(d) Upon the issuance of any new Purchase Money Note or Facility Note under this Section 2.9, the Company may require the payment by the Note Holder or Lender thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith.

(e) Every new Purchase Money Note or Facility Note issued pursuant to this Section 2.9 in lieu of any mutilated, defaced, destroyed, lost or stolen Purchase Money Note or Facility Note shall constitute an original additional contractual obligation of the Company, and such new Purchase Money Note or Facility Note shall be entitled, subject to Section 2.9(b), to all the benefits of this Agreement equally and proportionately with any and all other Purchase Money Notes or Facility Notes duly issued hereunder.

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(f) The provisions of this Section 2.9 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Purchase Money Notes or Facility Notes.

Section 2.10 Payments with Respect to the Purchase Money Notes or Facility Notes.

(a) All reductions in the principal amount of a Purchase Money Note or Facility Note (or one or more predecessor Purchase Money Notes or Facility Notes) effected by prepayments of principal shall be binding upon all future Note Holders of such Purchase Money Note or Lenders of such Facility Note and of any Purchase Money Note or Facility Note issued upon the registration of transfer thereof, in exchange therefor, or in lieu thereof, whether or not such payment is noted on such Purchase Money Note or Facility Note. Subject to the foregoing, each Purchase Money Note or Facility Note delivered under this Agreement and upon registration of transfer of, in exchange for, or in lieu of any other Purchase Money Note or Facility Note shall carry the rights of unpaid principal that were carried by such other Purchase Money Note or Facility Note.

(b) Payments in respect of interest and principal of, and any Withholding Tax Gross-Up Payment in respect of, any Purchase Money Note shall be made by or on behalf of the Company, in Dollars, to the Depository or its nominee with respect to a Global Note and to the Note Holder or its designee with respect to a Non-Global Certificated Note, by wire transfer, as directed by the Note Holder, in immediately available funds to a Dollar account maintained by the Depository or its nominee with respect to a Global Note, and to the Note Holder or its designee with respect to a Non-Global Certificated Note; provided that (i) in the case of a Non-Global Certificated Note, the Note Holder thereof shall have provided written wiring instructions to the Paying Agent on or before the related Record Date; and (ii) if appropriate instructions for any such wire transfer are not received at least 15 Business Days prior to the relevant Distribution Date or Maturity Date (or, in the case of any distribution pursuant to Section 3.5, the distribution date therefor as specified in Section 3.5), as the case may be, then such payment shall be made by check drawn on a U.S. bank mailed to the address of the Note Holder specified in the Notes Register. All notices and communications to be given to the Note Holders and all payments to be made to Note Holders in respect of the Purchase Money Notes shall be given or made only to or upon the order of the registered Note Holders. Neither the Company nor the Paying Agent shall have any responsibility or liability for any aspects of the records maintained by any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Global Note.

(c) From time to time, upon the written request of any Note Holder, any Lender or the Notes Designee, the Paying Agent shall provide such Note Holder, such Lender or the Notes Designee, as applicable, with a statement of the aggregate amount of principal payments that have been made with respect to the Purchase Money Notes or Facility Notes, as applicable, (in absolute terms and per $1,000 Original Amount) and the last date through which all accrued and unpaid interest on the Purchase Money Notes or Facility Notes, as applicable, was paid.

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Section 2.11 Mandatory Exchange; Cooperation with Receiver Note Dispositions.

(a) A Global Note deposited with the Depository shall be exchanged for one or more Non-Global Certificated Notes issued to the beneficial owners thereof (i) if either (x) the Depository notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (y) at any time the Depository ceases to be a Clearing Agency registered under the Exchange Act and a successor depository is not appointed by the Company within 90 days after such notice or (ii) upon a request to such effect by the Notes Designee while an Event of Default is continuing.

(b) Any Global Note that is exchanged for a Non-Global Certificated Note pursuant to this Section 2.11 shall be surrendered by the Depository to the Paying Agent to be so transferred, in whole or from time to time in part, without charge, and the Company shall execute, and the Paying Agent shall deliver, upon such transfer of each portion of such Global Note, an equal aggregate Original Amount of Non-Global Certificated Notes in Authorized Denominations (subject to the proviso to the first sentence of Section 2.6(b)).

(c) Subject to the provisions of subsection (b) of this Section 2.11, the Note Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Note Holder is entitled to take under this Agreement or the Purchase Money Notes.

(d) In the event of the occurrence of an event specified in Section 2.11(a), the Company shall promptly make available to the Paying Agent a reasonable supply of Non-Global Certificated Notes in definitive, fully registered form without interest coupons. The Company shall execute, and the Paying Agent shall deliver, in exchange for the Global Note or Global Notes, as the case may be, the same Original Amount of Non-Global Certificated Notes of Authorized Denominations (subject to the proviso to the first sentence of Section 2.6(b)).

(e) Subject to compliance with applicable Law, and notwithstanding anything to the contrary in any other Section of this Agreement or in any other PA Financing Transaction Document:

The Receiver may directly or indirectly assign, sell, transfer, participate, pledge, syndicate, securitize or otherwise hypothecate any Purchase Money Note (each such action by the Receiver, a “Receiver Note Disposition” and such disposed Purchase Money Notes, the “Disposed Purchase Money Notes”), together with all or a portion of its rights and obligations under this Agreement and any other PA Financing Transaction Document, including all or a portion of the indebtedness evidenced thereby, and including any replacement notes described in clause (ii) below (such disposed rights and obligations, the “Disposed Obligations”).

The Receiver may not propose or effect more than two (2) Receiver Note Dispositions, unless

(X) an Event of Default has occurred and is continuing or

(Y) the Company consents (such consent, if the Receiver agrees to pay any related reasonable out-of-pocket costs of the Company, not to be unreasonably withheld, delayed or conditioned).

Upon the consummation of a Receiver Note Disposition, and solely to the extent of such Receiver Note Disposition, the Receiver shall be deemed released from any further liability or obligations under this Agreement with respect to the Disposed Purchase Money Notes and the Disposed Obligations.

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For a period not to exceed 90 consecutive days in respect of any permitted Receiver Note Disposition, the Company shall, and shall cause each other Debtor, at its or their own expense, to use commercially reasonable efforts to engage such counsel and other third parties and otherwise cooperate with and assist the Receiver, on a time-of-the-essence basis, in any actual or proposed Receiver Note Disposition, as may be requested by the Receiver from time to time, including, without limitation, by:

(i) providing information and documentation required by securities disclosure and registration laws and as would otherwise customarily be provided in connection with the issuance or sale of debt by the Company, or in connection with a securitization of debt of the Company, including providing to the Notes Designee for inclusion in any securitization offering document such publicly available information regarding the Company, its financial condition and any additional information reasonably requested by the Notes Designee, and to deliver to the Notes Designee any similar nonpublic, unaudited financial information, or as is otherwise reasonably requested by the Notes Designee and which the Company is capable of providing without unreasonable effort or expense, and to indemnify the Notes Designee and its affiliates for material misstatements or omissions contained in such information; provided, that the Company will not be required to make any disclosure that would violate Law or the Company’s obligations;

(ii) consenting to such assignments of, or amendments or modifications to the PA Financing Transaction Documents as the Receiver may specify (subject to securing any required consent thereto of the Notes Designee) in order to effect or facilitate, or otherwise in connection with, such Receiver Note Disposition, including, without limitation,

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provided that, without the consent of the Company, no such amendment or modification will:

(iii) without limiting the generality of (and subject to) clause (ii) above, entering into an indenture or a fiscal and paying agent agreement, and other agreements, with respect to the Purchase Money Note (or the multiple promissory notes replacing the Purchase Money Note as described in clause (ii)) or any Receiver Note Disposition; and (iv) providing opinions of counsel (which counsel shall be independent, outside counsel of the Company), certificates and other closing documents of the nature provided in connection with the execution and delivery of the relevant PA Financing Transaction Documents, or as are customarily delivered and reasonably determined by the Receiver to be necessary in connection with any securitization of assets such as the Purchase Money Note, in form and substance satisfactory to the Receiver.

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Without limitation of the foregoing, at the option of the Receiver as the initial Note Holder (and whether or not in the context of a Receiver Note Disposition), the relevant PA Financing Transaction Documents shall be amended to provide for (i) the Purchase Money Note to be issued in registered form, (ii) the Company to keep a register in which the Company shall provide for the registration, and the registration of transfers, of the Purchase Money Note, and for the appointment by the Company of an agent (which may be the Paying Agent) for the purpose of registering the Purchase Money Note and transfers thereof, all at the Company’s expense, (iii) the Purchase Money Note to be made DTC Eligible, and (iv) matters related to the foregoing. In connection with any amendment of the Purchase Money Note to reflect the foregoing, the Company will execute and deliver (and, if relevant, cause to be duly authenticated) new Purchase Money Notes reflecting such modifications thereto (in exchange for the then-outstanding Purchase Money Notes).

Without limiting the generality of clause (ii)(II)(F) above with respect to the Company’s financial obligations, the Receiver shall (or shall cause the remaining parties to the PA Financing Transaction Documents to) reimburse the Company (including any expenses of the Paying Agent and Notes Registrar) for all reasonable out-of-pocket costs, fees and expenses incurred by the Company in cooperating and assisting at the Receiver’s request with any Receiver Note Disposition, including without limitation any restructuring, amendment, upfront, arranger, syndication, commitment and similar fees payable either in connection with the negotiation or consummation of a Receiver Note Disposition or pursuant to the PA Financing Transaction Documents as amended or modified. Notwithstanding the foregoing, the Company shall not be entitled to reimbursement of (i) the fees and expenses of counsel or (ii) customary administrative agency, paying agency, custodial, trustee and similar fees if the aggregate amount thereof, when compared on a quarterly or other equitable basis, is equal to or less than the aggregate amount of such fees payable pursuant to the PA Financing Transaction Documents as in effect immediately prior to such Receiver Note Disposition.

(f) At the request of the Note Holder at any time (whether or not in connection with any proposed sale or transfer of the Purchase Money Note), the Company shall, at its own expense, use commercially reasonable efforts to, as promptly as practicable after such request of the Note Holder, make the Purchase Money Note DTC Eligible (which efforts shall include making any amendments to, or exchanges of, the relevant PA Financing Transaction Documents requested by the Note Holder and necessary in connection with effecting or facilitating such DTC Eligibility, executing any Letter of Representations and other documentation required by the DTC in connection with effecting such DTC Eligibility and securing CUSIP and ISIN numbers for the Purchase Money Note). From and after the date on which the Purchase Money Notes have been made DTC Eligible, the Company will use commercially reasonable efforts to maintain the Purchase Money Notes as DTC Eligible unless otherwise agreed by the Note Holder.

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Section 2.12 Persons Deemed Owners. The Company, the Paying Agent and any agent of the Company or the Paying Agent shall treat the Person in whose name any Purchase Money Note is registered on the Notes Register on the applicable Record Date as the owner of such Purchase Money Note for the purpose of receiving payments of principal of, interest on, or other distributions with respect to such Purchase Money Note and on any other date for all other purposes whatsoever (whether or not such payments are overdue), and neither the Company, nor the Paying Agent, nor any agent of the Company or the Paying Agent shall be affected by notice to the contrary.

Section 2.13 Cancellation. All Purchase Money Notes surrendered for payment, registration or transfer or exchange, or deemed lost or stolen, shall, if surrendered to any Person other than the Paying Agent, be delivered to the Paying Agent, shall be promptly canceled by it and may not be reissued or resold. No Purchase Money Notes shall be issued in lieu of or in exchange for any Purchase Money Notes canceled as provided in this Section 2.13, except as expressly permitted by this Agreement. All cancelled Purchase Money Notes held by the Paying Agent shall be destroyed or held by the Paying Agent in accordance with its standard retention policy unless the Company shall direct that they be returned to it.

Section 2.14 DTC Eligibility. At the request of the Notes Designee at any time (whether or not in connection with any proposed sale or transfer of the Purchase Money Notes), the Company shall, at its own expense, use commercially reasonable efforts to, as promptly as practicable after such request of the Notes Designee, make the Purchase Money Notes DTC Eligible (which efforts may include making any amendments to, or exchanges of, the Purchase Money Notes as are requested by the Notes Designee and necessary in connection with effecting or facilitating such DTC Eligibility, executing any Letter of Representations and other documentation required by the DTC in connection with effecting such DTC Eligibility and securing CUSIP and ISIN numbers for the Purchase Money Notes). From and after the date on which the Purchase Money Notes have been made DTC Eligible, the Company will use commercially reasonable efforts to maintain the Purchase Money Notes as DTC Eligible unless otherwise agreed by the Notes Designee.

Section 2.15 Interest Rate Determinations. The Lender shall determine each applicable “Applicable Interest Rate,” under the Advance Facility Agreement, and in each case shall promptly notify the Notes Designee and the Company of such determination.

ARTICLE III

ACCOUNTS

Section 3.1 Collection Account.

(a) On the Document Effective Date, the Company shall establish the Collection Account at the Account Bank in accordance with the Account Control Agreement.

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(b) Subject to the Minimum Deposit Provisions, the Debtors shall transfer, or cause to be transferred, all Loan Proceeds received at any time by any Grantor or anyone acting on behalf of any Grantor (including any Servicer with respect to any of the foregoing) (“Received”) to the Paying Agent for deposit into the Collection Account (x) with respect to any non-ordinary course matters (including receipt by the Company of any payments under the Shared-Loss Agreement or pursuant to Section 8.3 of the Purchase and Assumption Agreement or any other matter where immediate deposit into the Collection Account is specified in any PA Financing Transaction Document), immediately upon being Received, or (y) except as described in clause (x), (A) subject to sub-clause (B) if and to the extent (and only if and to the extent) applicable, within two (2) Business Days of being Received, or (B) with respect to (and only with respect to) any Loan Proceeds that have been received by a Servicer for any Grantor pursuant to a Legacy Assumed Servicing Contract the terms of which (as in effect on the Closing Date) do not require such Servicer to remit such Loan Proceeds to the applicable Grantor, and do not permit the applicable Grantor in its discretion to require such Servicer to remit such Loan Proceeds to the applicable Grantor, within two (2) Business Days of being Received, the earlier of (I) the first Business Day after such Servicer remits such Loan Proceeds to the applicable Grantor and (II) the fifth Business Day after the end of the calendar month during which such Loan Proceeds were received by such Servicer.

(c) [Reserved.]

(d) The Debtors may deposit funds in the Collection Account at any time.

(e) If amounts are at any time erroneously deposited into the Collection Account, or if the Minimum Deposit Provisions otherwise permit the withdrawal of certain amounts from the Collection Account, the Company may request the withdrawal of such amounts and instruct the Paying Agent to return such amounts to the Company. The Company shall provide such requests to the Paying Agent in accordance with Section 18.1, with a copy of such request simultaneously being provided to the Collateral Agent and the Notes Designee. The Paying Agent shall promptly transfer such amounts in accordance with the Company’s instructions, upon which the Paying Agent may conclusively rely.

(f) The Paying Agent shall transfer funds from the Collection Account to the Distribution Account pursuant to Section 3.2 and as otherwise directed by the Company in accordance with this Agreement.

(g) Except as expressly permitted in this Section 3.1 or in the Minimum Deposit Provisions, in no event shall the Company or any Grantor have the right to withdraw, or otherwise direct the transfer of, funds from the Collection Account.

Section 3.2 Distribution Account. (a) On the Document Effective Date, the Company shall establish the Distribution Account at the Account Bank in accordance with the Account Control Agreement. Subject to the Minimum Deposit Provisions, the Paying Agent shall transfer from the Collection Account to the Distribution Account, for application pursuant to Section 5.1, not later than 12:00 p.m. New York City time on the Business Day immediately preceding each Distribution Date (and not earlier than on such immediately preceding Business Day), the amount specified in the Distribution Date Report delivered pursuant to Section 11.3 for such Distribution Date (it being understood that such amount shall not include any Loan Proceeds Received during the Due Period in which such Distribution Date occurs). The Paying Agent may invest overnight, solely in Permitted Investments of an overnight nature, any funds held in the Distribution Account on the Business Day prior to any Distribution Date; all income or gain realized from such investments of funds shall be for the benefit of the Company.

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Except as otherwise expressly provided in Sections 3.3, 3.4 and 3.5, no funds from any other source shall be commingled in the Distribution Account. Except as otherwise expressly provided in Sections 3.3, 3.4 and 3.5 (with respect to amounts deposited in the Distribution Account pursuant to such sections), amounts on deposit in the Distribution Account (including interest and earnings thereon) shall be allocated and may be withdrawn and disbursed only in accordance with the provisions of Section 5.1. The Paying Agent shall be authorized and directed to withdraw funds from the Distribution Account only to (a) make disbursements in accordance with this Agreement or (b) correct an erroneous transfer from the Collection Account, if so directed by the Notes Designee and Lender.

(b) For administrative purposes, the Paying Agent shall be entitled to cause any funds to be deposited into the Distribution Account to be deposited into the Purchase Money Notes Distribution Debt Service Account or the Facility Notes Distribution Debt Service Account, in its discretion, in order to facilitate payments to be made by the Paying Agent with respect to the Purchase Money Notes or the Facility Loans.

Section 3.3 Funding of Voluntary Prepayments. In the event that the Company shall specify any voluntary prepayment in respect of the Purchase Money Notes or the Facility Loans pursuant to Section 11.3(e) hereof, the Company shall deposit with the Paying Agent, for application pursuant to clause (ii)(x) of Section 11.4 hereof, not later than 12:00 p.m. New York City time on the Business Day immediately preceding the relevant Distribution Date, an amount of immediately available funds (in Dollars) equal to the amount of such voluntary prepayment. The Paying Agent shall deposit such funds into the Distribution Account. The Paying Agent may invest overnight, solely in Permitted Investments of an overnight nature, any such funds transferred to it pursuant to this Section 3.3; all income or gain realized from such investments of such funds shall be for the benefit of the Company. Such funds, including any such overnight investments (except for such income or gain), shall be held in trust by the Paying Agent for the benefit of the Note Holders and/or the Lenders, as applicable, to be applied (net of any shortfall not otherwise deposited by the Company pursuant to Section 3.4(a) on such Distribution Date in funds required to be distributed on such Distribution Date pursuant to Section 5.1(a)(i) through (vii)) on the relevant Distribution Date as specified in Section 11.4; and such funds may be disbursed only in accordance with the provisions of Section 11.4, and not for any other purpose. To the extent a Note Holder deposits a Settlement Payment (as defined in the Purchase Money Note) in the Distribution Account, the Company shall cause such Settlement Payment to be distributed on the next succeeding Distribution Date (so long as such deposit is made prior to the related Determination Date) by following the above procedures.

In addition to voluntary prepayments on a Distribution Date in accordance with the preceding paragraph, the Company may voluntarily prepay the Purchase Money Notes or the Facility Loans on the first Business Day of any month upon (i) at least five (5) Business Day’s prior written notice to the Paying Agent and the Note Holders or Lenders, as applicable, and (ii) the Company depositing with the Paying Agent, not later than 12:00 p.m. New York City time on the Business Day immediately preceding the date of prepayment, an amount of immediately available funds (in Dollars) equal to the amount of such voluntary prepayment plus interest accrued on such principal prepayment to the date of payment; provided, however, in connection with and from the date of any Receiver Note Disposition or any Receiver Facility Disposition, the Receiver may determine (in its sole discretion) that voluntary prepayments shall only be permitted on a Distribution Date.

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The Paying Agent shall deposit such funds into the Distribution Account. The Paying Agent may invest overnight, solely in Permitted Investments of an overnight nature, any such funds transferred to it pursuant to this Section 3.3; all income or gain realized from such investments of such funds shall be for the benefit of the Company. Such funds, including any such overnight investments (except for such income or gain), shall be held in trust by the Paying Agent for the benefit of the Note Holders and/or the Lenders, as applicable, to be applied on the relevant date of prepayment as specified in irrevocable instructions from the Company to the Paying Agent. Any such prepayments shall be made to each Note Holder or Lender, as the case may be, in accordance with its Pro Rata Share.

Section 3.4 Funding of Certain Payment Obligations.

(a) If the amounts transferred from the Collection Account to the Distribution Account in accordance with Section 3.2 are less than the amount necessary to pay all amounts required to be paid pursuant to Sections 5.1(a)(i) through (vii) on any Distribution Date, then, not later than 12:00 p.m. New York City time on the Business Day immediately preceding such Distribution Date, the Company shall deposit with the Paying Agent an amount of immediately available funds (in Dollars) equal to the amount of the shortfall in amounts required to be paid by Sections 5.1(a)(i) through (vii) on such Distribution Date.

(b) Not later than 12:00 p.m. New York City time on the Business Day immediately preceding the Maturity Date, the Company shall deposit with the Paying Agent immediately available funds (in Dollars) in an amount sufficient, after taking into account all distributions to be made on the Maturity Date (treating such Maturity Date as if it were a Distribution Date) pursuant to Section 5.1 hereof, to pay the outstanding principal amount of, all accrued and unpaid interest on, and any other amounts due and owing with respect to the Purchase Money Notes and the Facility Loans in full on the Maturity Date.

(c) The Paying Agent shall deposit into the Distribution Account any funds transferred to it pursuant to this Section 3.4. The Paying Agent may invest overnight, solely in Permitted Investments of an overnight nature, any funds transferred to it pursuant to this Section 3.4; all income or gain realized from such investments of such funds shall be for the benefit of the Company. Such funds, including any such overnight investments (except for such income or gain), shall be held in trust by the Paying Agent for the benefit of the Note Holders and/or the Lenders, as applicable, to be applied on the relevant Distribution Date or the Maturity Date, as applicable (or, in the case of Section 3.4(b) and with respect to any particular Note Holder or Lender, upon later surrender of the Purchase Money Notes of such Note Holder or the Facility Notes of such Lender, if required), to the payment of the relevant amounts described in Section 3.4(a) or (b), as applicable; and such funds may be disbursed only in accordance with the provisions of this Section 3.4, and not for any other purpose.

Section 3.5 Purchase Price Adjustment. If the Receiver is required to make any payment to the Company pursuant to Section 8.3 of the Purchase and Assumption Agreement, and elects to make such payment in cash to the Paying Agent (rather than by setoff against the Purchase Money Notes), then the Paying Agent shall (i) deposit any such funds paid to it into the Distribution Account and (ii) on the first Distribution Date following its receipt of such payment from the Receiver, apply such payment to the Purchase Money Notes, based on their Pro Rata Shares, as a prepayment of the outstanding principal owed thereunder.

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The Paying Agent may invest overnight, solely in Permitted Investments of an overnight nature, any such funds transferred to it by the Receiver as described above in this Section 3.5; all income or gain realized from such investments of such funds shall be for the benefit of the Company. Such funds, including any such overnight investments (except for such income or gain), shall be held in trust by the Paying Agent for the benefit of the Note Holders, to be applied on the Distribution Date described above in this Section 3.5; and such funds may be disbursed only in accordance with the provisions of this Section 3.5, and not for any other purpose. With respect to any deposit made pursuant to this Section 3.5, the Paying Agent shall inform the Company that such deposit has been made, and the Company shall promptly thereafter provide the Paying Agent with instructions specifying the amounts to be paid to the Note Holders.

Section 3.6 Account Bank Provisions.

Any instruction to the Paying Agent given pursuant to the terms of this Agreement or to the Account Bank under the Account Control Agreement with respect to the transfer, holding, deposit and withdrawal of all funds held in the Debtor Accounts shall be deemed to constitute an instruction to the Account Bank and to the Paying Agent, respectively (even if given to one and not the other). The Account Bank shall be a third-party beneficiary of this Agreement.

ARTICLE IV

ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS

Section 4.1 Investment of Funds in Debtor Accounts.

(a) 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, or otherwise in a Permitted Investment that permits, their timely liquidation and transfer to the Distribution Account in accordance with Section 3.2. If the Paying Agent has not been given any such investment directions, the balance standing to the credit of the Collection Account 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) If, on any date when the Paying Agent is to transfer funds from the Collection Account to the Distribution Account, the amount of funds (disregarding Permitted Investments) then on deposit in the Collection Account is less than the amount that the Paying Agent is so required to transfer to the Distribution Account, the Paying Agent shall liquidate the Permitted Investments (or portions thereof) to the extent necessary to make up such shortfall. The net costs and expenses, if any, of such liquidation (including any loss of principal) shall be allocated entirely to the Collection Account. 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(b).

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(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 pursuant to this Agreement.

(d) All references in this Agreement to the cash, moneys or funds in the Debtor Accounts or balances of the Debtor Accounts 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 Debtor Account, or on any investment thereof, shall be credited to and accumulated in such Debtor Account and thereafter be applied without differentiation from other funds in such Debtor Account.

Section 4.3 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 the Distribution Account) not later than 12:00 p.m. New York City time on the Distribution Date (or, in the case of any distribution specified in Section 3.4(b), on such other date as may be specified in such section) in immediately available funds (but not before such amounts become immediately available to it). All payments made by the Paying Agent shall be made in accordance with the Distribution Date Report (or, in the case of any distribution specified in Section 3.3 or 3.4(b), in accordance with such instructions as the Company delivers to the Paying Agent in accordance with such section) and this Agreement.

ARTICLE V

DISTRIBUTIONS

Section 5.1 Priority of Payments.

(a) Not later than 12:00 p.m. on each Distribution Date, the Paying Agent shall disburse amounts on deposit in the Distribution Account (which shall include the Purchase Money Notes Distribution Debt Service Account and the Facility Notes Distribution Debt Service Account) in accordance with the priorities set forth in Sections 5.1(a)(i) through (viii) below (the “Priority of Payments”) and pursuant to the Distribution Date instructions contained in the Distribution Date Reports delivered pursuant to Section 11.4 in the following order of priority:

(i) Custodian/Paying Agent/Account Bank/Notes Registrar Payments.

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First, to pay any unpaid fees and expenses and indemnities of the Custodian, the Paying Agent, the Notes Registrar and the Account Bank, including any indemnification payments, taxes owed or Attorney Costs owed to the Custodian, the Paying Agent, the Notes Registrar and the Account Bank in accordance with the terms of this Agreement or other applicable PA Financing Transaction Document as of the Determination Date immediately preceding such Distribution Date and invoiced to the Company by the Custodian, the Paying Agent, the Notes Registrar or the Account Bank, as the case may be, at least fifteen (15) days prior to submitting the Distribution Date Report; provided that, while the Company is the Custodian, the Company may elect, in its sole discretion and by indicating so in the Distribution Date Report, to forego the distribution of funds owed to the Custodian pursuant to this clause (i);

(ii) Reimbursable Expenses. Second, to Agents, Lenders (to their respective Lender’s Account) and Note Holders (to their respective Note Holder’s Account), to repay any outstanding Reimbursable Expenses of such Agents, Lenders and Note Holders that made or incurred such Reimbursable Expenses of which the Company received written demand for payment at least fifteen (15) days prior to submitting the Distribution Date Report;

(iii) Interest on Purchase Money Notes. Third, to the Note Holders (to their respective Note Holder’s Account and in accordance with such Note Holder’s Pro Rata Share), to pay all accrued and unpaid interest (including any Default Interest and any Withholding Tax Gross-Up Payment, if applicable) with respect to the Purchase Money Notes;

(iv) Borrowing Base Shortfall. Fourth, the amount of any Borrowing Base Shortfall, first (A) to the Note Holders (to their respective Note Holder’s Account and in accordance with such Note Holder’s Pro Rata Share), until the outstanding principal balances of the Purchase Money Notes have been reduced to zero, and (B) the remainder, if any, to the Lenders (to their respective Lender’s Account and in accordance with such Lender’s Pro Rata Share);

(v) Principal of Purchase Money Notes. Fifth, to the Note Holders (to their respective Note Holder’s Account and in accordance with such Note Holder’s Pro Rata Share) to pay any principal then due and payable on the Purchase Money Notes;

(vi) Interest on Facility Loans. Sixth, to the Lenders (to their respective Lender’s Account and in accordance with such Lender’s Pro Rata Share) if such Distribution Date is an Interest Payment Date, to pay all accrued and unpaid interest (including any Default Interest and any Withholding Tax Gross-Up Payment, if applicable) with respect to the Facility Loans;

(vii) Principal of Facility Loans. Seventh, to the Lenders ((to their respective Lender’s Account and in accordance with such Lender’s Pro Rata Share) to pay any principal then due and payable on the Facility Loans; and

(viii) Conditional Distribution to the Company.

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Eighth, any remaining portion of the amount first described above in this Section 5.1(a), to such account as the Company may designate to the Paying Agent in writing from time to time, provided that if the Paying Agent has received a Notice of Exclusive Control (as defined in the Account Control Agreement) from the Collateral Agent, then, unless and until the Paying Agent has received another written notice from the Collateral Agent rescinding such Notice of Exclusive Control (and in any event without limitation of the Collateral Agent’s rights under the Account Control Agreement and the Security Agreement), such remaining portion shall be applied as directed by the Collateral Agent from time to time (and held by the Paying Agent for the benefit of the Collateral Agent pending such directions).

(b) If the aggregate amount available to be distributed on the applicable Distribution Date pursuant to Sections 5.1(a)(i) through (vii) is less than the amount required to be distributed by such Sections 5.1(a)(i) through (vii), then the Company shall deposit the amount of the shortfall into the Distribution Account from its own funds such that the full amount of such required distributions for such Distribution Date may be made on such date.

(c) The Paying Agent shall also distribute on the relevant Distribution Date the amount of voluntary prepayments made for such date pursuant to Section 3.3, to the Lenders in the case of prepayment of the Facility Loans (to their respective Lender’s Account and in accordance with such Lender’s Pro Rata Share), or to the Note Holders in the case of prepayment of the Purchase Money Notes (to their respective Note Holder’s Account and in accordance with such Note Holder’s Pro Rata Share).

ARTICLE VI

CUSTODIAL DOCUMENTS

Section 6.1 Delivery of Custodial Documents.

(a) Delivery. (i) On the Document Effective Date while the Company is acting as Custodian and (ii) ninety (90) days (or such later date as the Collateral Agent may consent to with respect to all or any portion of the Custodial Documents, such consent not to be unreasonably withheld or delayed) after the appointment of a Custodian other than the Company, the Debtors shall deliver or cause to be delivered the Custodial Documents (together with an index thereof) to the Custodian at the offices of the Custodian designated in writing to the Company (the “Office”), which initially shall be located at 10 Post Office Square, Boston, MA 02109, 160 Bovet Road, San Mateo, CA 94402, 75 North Oaks Boulevard, Pasadena, CA 91103 and 3003 Tasman Drive, Santa Clara, CA 95054. Without limitation of the foregoing, the Company shall deliver a notice to the Custodian (with copies to the Collateral Agent and the Notes Designee) when it considers the Debtors to have complied with the foregoing obligation.

(b) Collateral Certificate; Exceptions. The Custodian shall make available during normal business hours, and at such other hours as might be reasonable in the circumstances, to the Company and the Receiver (and representatives of the Company and the Receiver) an office space at the Office that is sufficient to accommodate up to six (6) people to review the Custodial Documents with representatives of the Custodian for a period of not more than ten (10) days prior to the delivery of the Collateral Certificate (as defined below). In the case of the Company as Custodian, within ninety (90) days after the Document Effective Date or, in the case of any other Custodian, within ninety (90) days after the delivery of the Custodial Documents to the Custodian (or, if earlier, the delivery to the Custodian of the notice described in the third sentence of Section 6.1(a)), the Custodian shall execute and deliver to the Company, the Notes Designee, and the Collateral Agent a certificate, substantially in the form annexed hereto as Exhibit E, to the effect that the Custodian has received and reviewed the Custodial Documents, including a Loan Schedule and Exception List (“Collateral Certificate”).

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In reviewing the documents provided with respect to a Loan, the Custodian shall examine the same in accordance with the Review Procedures and determine, with respect to each such document, whether it (i) appears regular on its face (i.e., is not mutilated, damaged, torn, defaced or otherwise physically altered), (ii) relates to such Loan, (iii) has been executed by the named parties thereon, (iv) where applicable, purports to be recorded and (v) appears to be what it purports to be. Notwithstanding the foregoing, with respect to each Loan, the Custodian shall not be required to examine the Underlying Collateral Documents in accordance with the foregoing but shall only be required to determine (I) whether all Loan Documents reasonably expected to accompany that Loan have been delivered to it, and (II) if any of the required endorsements on any Loan Notes are missing.

(c) Custodial Documents. For each Loan and Acquired Property, to the extent applicable and available, the “Custodial Documents” shall include the following:

(i) the original Loan Note bearing all intervening endorsements, and for each Loan Note, (i) (x) an executed Receiver Allonge, (y) a stamped and executed endorsement on such Loan Note by or on behalf of the Receiver to the Company, or (z) if such Loan Note is not available, an executed Receiver Assignment and Lost Instrument Affidavit, and (ii) (x) an executed Grantor Allonge effecting the current endorsement of the original Loan Note in blank, (y) the following endorsement in blank stamped and executed on the original Loan Note:

PAY TO THE ORDER OF _______________________________, WITHOUT RECOURSE.

or (z) if such Loan Note is not available, an executed Grantor Assignment and Lost Instrument Affidavit;

(ii) the original Mortgage with evidence of recording thereon, or a certified copy thereof from the applicable Recording Office, or a copy thereof together with an officer’s certificate 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 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;

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(iv) the Acquired Property Files;

(v) [Reserved];

(vi) for each Mortgage, (x) the original Grantor Mortgage Assignment in blank, signed in the name of the Company (or other applicable Grantor), and (y) the original Receiver Mortgage Assignment, signed in the name of the Receiver, in each case in form and substance acceptable for recording;

(vii) for each Mortgage, the originals of all other 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 related Borrower, title company, escrow agent or closing attorney certifying that such represents a true and correct copy of the original and that such original has been submitted for recordation in the applicable Recording Office;

(viii) the original attorney’s opinion 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;

(ix) the originals of all Underlying Collateral Documents executed in connection with the Loan, if available;

(x) Uniform Commercial Code financing statements with recording information thereon from the Recording Offices if necessary to perfect the security interest of the Loan under the Uniform Commercial Code;

(xi) [Reserved];

(xii) any bailee letters regarding any Loan Notes or other Custodial Documents held by the bailee.

The “Custodial Documents” shall not include (x) with respect to Floor Plan Loans, any vehicle title certificate or other document evidencing title in or ownership of motor vehicles constituting Underlying Collateral, and (y) with respect to Warehouse Loans, any note, promissory note or loan agreement evidencing extensions of credit by the Borrower thereunder, or any deed of trust, deed, trust deed, deed to secure debt, mortgage, contract for the sale of real property, assignment, or collateral agreement in respect of the Underlying Collateral (such documents in (x) and (y), “Springing Custodial Documents”); provided that (1) the Debtors shall, within ten (10) days of the Collateral Agent’s request therefor during the continuance of an Event of Default, use commercially reasonable efforts to obtain and deliver or cause to be delivered such Springing Custodial Documents to the Custodian together with a corresponding Supplemental Delivery Certificate, and (2) ten (10) days after the Collateral Agent’s request therefor during the continuance of an Event of Default, the Springing Custodial Documents shall be considered “Custodial Documents”.

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From time to time, the Collateral Agent may designate in writing to the Custodian and the Company such other documents (“Designated Custodial Documents”) as the Collateral Agent shall deem reasonably necessary or appropriate to effect, perfect or protect the priority of the Liens granted (or purported to be granted) in Section 3.1 of the Security Agreement as “Custodial Documents” and, upon and after such designation, such Designated Custodial Documents shall be considered “Custodial Documents”.

(d) Supplemental Deliveries. The Debtors shall deliver or cause to be delivered to the Custodian (i) any and all additional Custodial Documents other than with respect to any Acquired Property within thirty (30) days following the execution and delivery of any such instrument and (ii) any and all Custodial Documents with respect to any Acquired Property within thirty (30) days following receipt of any such instrument. All such deliveries of Custodial Documents pursuant to this Section 6.1(d) shall be accompanied by a certificate in the form of Exhibit G (a “Supplemental Delivery Certificate”), prepared by an Authorized Representative of the Company, itemizing the Custodial Documents being delivered to the Custodian in such delivery and identifying the Loan or Acquired Property to which each such Custodial Document relates. After the receipt thereof, the Custodian shall (A) examine the additional Custodial Documents provided with respect to a Loan or Acquired Property in accordance with the Review Procedures and determine, with respect to each such document, whether it (i) appears regular on its face (i.e., is not mutilated, damaged, torn, defaced or otherwise physically altered), (ii) relates to such Loan or Acquired Property, (iii) has been executed by the named parties thereon, (iv) where applicable, purports to be recorded and (v) appears to be what it purports to be and (B) ensure that all such Custodial Documents with respect to a Loan or Acquired Property are placed in the file for the related Loan. In the event the Custodian determines that the Supplemental Delivery Certificate is inaccurate, the Custodian shall so notify the Company in writing no later than three (3) Business Days following its receipt of the Supplemental Delivery Certificate. Within fifteen (15) Business Days after the end of each calendar month, the Custodian shall provide the Company (with a copy to the Collateral Agent and Notes Designee) with a Collateral Certificate, to the effect that the Custodian has received and reviewed the additional Underlying Collateral Documents received by the Custodian during such calendar month, and include a revised Loan Schedule and Exception List.

(e) Loan Schedules; Exception Lists; Review Procedures. Each Loan Schedule and Exception List shall list all Exceptions using such codes as shall be in form and substance agreed to by the Custodian and the Company. Each Loan Schedule and Exception List delivered by the Custodian to the Company shall supersede and cancel the Loan Schedule and Exception List previously delivered by the Custodian to the Company hereunder and shall replace the then-existing Loan Schedule and Exception List to be attached to the Collateral Certificate. Notwithstanding anything to the contrary set forth herein, in the event that the Loan Schedule and Exception List attached to the Collateral Certificate is different from the most recently delivered Loan Schedule and Exception List, then the most recently delivered Loan Schedule and Exception List shall control and be binding upon the parties hereto.

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The delivery of each Loan Schedule and Exception List to the Company shall constitute the Custodian’s representation to each of the Company, the Note Holders, the Lenders, the Notes Designee and the Collateral Agent that, other than the Exceptions listed as part of the last delivered Loan Schedule and Exception List: (i) all documents reasonably expected to accompany any Loan or Acquired Property pursuant to Section 6.1 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 and appear on their face to be regular and to relate to such Loan or Acquired Property and to satisfy the requirements set forth in Section 6.1 of this Agreement and (iii) subject to the provisions of Section 7.2(b), each Loan or Acquired Property identified on such Loan Schedule and Exception List is being held by the Custodian as the bailee for the applicable Debtor. In connection with a Loan Schedule and Exception List delivered hereunder by the Custodian, the Custodian shall make no representations as to and shall not be responsible for verifying (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 Loan or Acquired Property. 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), (vii) and (viii) 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 Loan or Acquired Property or the ability to enforce the rights of the mortgagee (and the Company otherwise is not 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, or unless or until the Notes Designee or the Collateral Agent provides written notice to the Custodian that it requires the Company to act to cure such exceptions, and all such matters shall remain as exceptions on the Loan Schedule and Exception List.

Section 6.2 Examination of Custodian Files; Copies.

(a) The Company, the Notes Designee and the Collateral Agent and their respective agents, accountants, attorneys and auditors, and any other Persons designated by the Company, the Notes Designee or the Collateral Agent, as applicable, in writing as authorized to access and review the Custodial Documents, shall be permitted during normal business hours to examine the Custodial Documents upon reasonable prior written notice to the Custodian.

(b) Upon the request of the Company, the Notes Designee or the Collateral Agent, the Custodian shall provide copies of any requested Custodial Documents. The requesting party shall reimburse the Custodian for the actual, reasonable and customary costs incurred in providing copies of such Custodial Documents.

Section 6.3 Shipment of Custodial Documents. Prior to any shipment of any Custodial Documents hereunder, the Company shall deliver to the Custodian written instructions as to the method of shipment and the shipper that the Custodian is to utilize in connection with the transmission 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 herein to utilize a nationally recognized courier service.

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Section 6.4 Delivery of Non-Original Signatures. A facsimile, machine-generated or stamp signature may be used on the endorsements of any Loan Note (including the endorsements by allonge) if and to the extent that a facsimile, machine-generated or stamp signature on an endorsement or an allonge (as applicable) is legally enforceable under applicable Law. If the Company endorses any Loan Notes using a facsimile or machine-generated signature or stamp signature, it shall so inform the Collateral Agent, with a copy to the Custodian prior to the time that the Company undertakes to endorse the applicable Loans or delivers any further Custodial Documents to the Custodian. The Collateral Agent reserves the right to request that the Company provide the Collateral Agent with a written legal opinion from the Company’s counsel to the effect that such facsimile or machine-generated or stamp signatures are legally enforceable, to the same extent as original signatures, under applicable Law. If the Company provides notice to the Collateral Agent, with a copy to the Custodian, that it will use facsimile or machine-generated or stamp signatures on its endorsements, the Custodian shall be authorized to accept such endorsements unless and until the Collateral Agent directs otherwise in writing to the Custodian, with a copy to the Company (which the Collateral Agent will do only if it requests and does not receive a legal opinion regarding the same from the Company).

ARTICLE VII

CUSTODIAN

Section 7.1 Appointment of the Custodian.

Subject to the terms and conditions of this Agreement, the Debtors hereby appoint the Company to perform the duties of the Custodian, and the Company hereby accepts such appointment as Custodian, to act as the Collateral Agent’s agent, custodian, and bailee to hold and maintain custody of the Custodial Documents. For the purpose of satisfying clause (vi) of the definition of “Qualified Custodian”, the Collateral Agent hereby consents, subject to ongoing compliance with the BIC Requirements, to the appointment of the Company as the Custodian.

Section 7.2 Obligations of the Custodian.

(a) Maintenance of Custody. Subject to the provisions of this Section 7.2, the Custodian shall (i) hold and maintain continuous custody of all Custodial Documents received by it in trust for and for the benefit of the Debtor, (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 and, for so long as the Company is the Custodian, in accordance with the BIC Requirements, (iii) reflect in its records the interest of the applicable Debtor therein, (iv) dispose of the Custodial Documents only in accordance with the provisions of this Agreement and (v) subject to the provisions of Section 7.2(b), hold all Custodial Documents received by it for the exclusive use and benefit of the applicable Debtor, and make disposition thereof only in accordance with written instructions furnished by the applicable Debtor. The Custodian shall hold the Custodial Documents in the mainland United States.

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(b) Pledge of Loans to the Collateral Agent. Pursuant to the terms and conditions of the Security Agreement, the Company has pledged all of its rights, title and interest in and to the Collateral to the Collateral Agent for the benefit of the Secured Parties as security for the Secured Obligations. Accordingly, notwithstanding anything to the contrary contained in this Agreement, the Custodian acknowledges and agrees that it holds possession of the Loan Notes and the other Custodial Documents for the Collateral Agent’s benefit pursuant to Section 9-313(c) of the NY UCC (or the analogous provision under the Uniform Commercial Code as adopted in any other relevant jurisdiction) as in effect on the date hereof and as bailee for the Collateral Agent; provided, however, that, subject to the provisions of Section 7.2(d), such pledge shall not affect the right of the Custodian to rely on instructions from the Company hereunder. The Custodian’s records shall reflect the pledge of the Loans, the Acquired Property and the Custodial Documents by the Grantors to the Collateral Agent until such time as the Custodian receives a Request for Release and Receipt of Custodial Documents from the Company pursuant to Section 7.2(f)(ii) or Section 7.2(f)(iv) at which time the Custodian shall change its records to reflect the release of the pledge of such Loans, such Acquired Property and such Custodial Documents and that the Custodian is holding such Loans, such Acquired Property and such Custodial Documents as custodian for, and for the benefit of, the Company or its respective designees. In the circumstances described in Section 7.2(f)(iii), the Custodian shall (i) make a written request for the return of all Custodial Documents removed from the Custodian’s possession within fifteen (15) days after their removal (if the same are not returned before such time) and thereafter, continue to use commercially reasonable efforts to obtain the return of such removed Custodial Documents until such time as the Custodial Documents are returned and (ii) provide on a monthly basis to the Collateral Agent and the Company an aging report identifying the released (and unreturned) Custodial Documents.

(c) Qualification To Conduct Business. Nothing contained in this Agreement shall be construed to require the Custodian to qualify to do business in any jurisdiction other than (i) any jurisdiction in which any Custodial Document is or may be held by the Custodian from time to time under this Agreement or (ii) any jurisdiction in which the ownership of its property or the conduct of its business requires such qualification and in which the failure to qualify could have a material adverse effect on the Custodian or its property or business or on the ability of the Custodian to perform its duties and obligations under this Agreement.

(d) Event of Default Under the Security Agreement. Any term of this Agreement to the contrary notwithstanding, upon the Custodian’s receipt from the Collateral Agent of written notice that an Event of Default has occurred and is continuing, the Custodian shall take instructions only from the Collateral Agent (and shall not take instruction from the Company or any other Person) as to any action to be taken by the Custodian hereunder.

(e) Third Party Demands. In the event that (i) the Company or the Custodian is served by a third party with any type of levy, attachment, writ or court order with respect to any Custodial Document or (ii) a third party 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, to the extent permitted by applicable Law. The Custodian shall, to the extent permitted by applicable Law, continue to hold and maintain all of the Custodial Documents that are the subject of such proceedings pending a final, non-appealable 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(d), 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 Request for Release and Receipt of Custodial Documents from an Authorized Representative of the Company stating that the Company has received all amounts due under a Loan, or a discounted payoff as payment in full of such Loan, the Custodian shall release the related Custodial Documents to the Company in accordance with the instructions provided in such notice.

(iii) If the Custodian has received a Request for Release and Receipt of Custodial Documents from an Authorized Representative of the Company stating that the Company 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 in accordance with the instructions provided in such notice.

(iv) If the Custodian has received a Request for Release and Receipt of Custodial Documents from an Authorized Representative of the Company stating that the Company has agreed to sell a Loan or the Underlying Collateral in accordance with Section 7.12(c) of the Security Agreement, the Custodian shall deliver the related Custodial Documents to the Company 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 use commercially reasonable efforts to provide any additional documentation or information reasonably requested by the Custodian in performing its duties and obligations hereunder.

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ARTICLE VIII

FEES AND EXPENSES

Section 8.1 Fees and Expenses. The Custodian and the Paying Agent each shall charge such fees for its services and be reimbursed for such of its expenses under this Agreement as are set forth on Exhibit J, which fees and expenses the parties agree are reasonable and customary. The Company shall pay such fees and expenses (i) so long as the Company is acting as Custodian, directly to the Custodian and (ii) otherwise pursuant to the Priority of Payments. The Custodian’s and the Paying Agent’s rights to receive such fees and expenses for services performed shall survive any resignation or removal of the Custodian (including the Company while it serves in such capacity) or the Paying Agent or the termination or assignment of this Agreement. Nothing in this Section 8.1 shall be construed to limit in any way the right of the Custodian (including the Company while it serves in such capacity) or the Paying Agent to receive indemnification and reimbursement from the Debtors pursuant to Section 13.1.

ARTICLE IX

REMOVAL OR RESIGNATION

Section 9.1 Removal or Resignation of the Custodian or the Paying Agent.

(a) Resignation. Subject to the provisions of Section 9.1(c), the Custodian (unless the Custodian is the Company) or the Paying Agent may at any time resign (such resigning Person, the “Resigning Agent”) and terminate its respective obligations as Custodian or Paying Agent, as applicable, under this Agreement upon at least thirty (30) days’ prior written notice to the Notes Designee and the Collateral Agent. In the event the Custodian and the Paying Agent are the same Person, such Person must resign as both Custodian and Paying Agent. Promptly upon the Resigning Agent’s resignation as Custodian and/or Paying Agent, as applicable, subject to the provisions of the Security Agreement, the Company shall appoint, by written instrument, and with the prior written consent of the Collateral Agent (not to be unreasonably withheld, delayed or conditioned), a successor Custodian and/or Paying Agent, as applicable. Any such successor Custodian must be a Qualified Custodian and any such successor Paying Agent must be a Qualified Paying Agent. In the event that no successor shall have been appointed as Custodian and/or Paying Agent, as applicable, within such thirty (30) day period, the Resigning Agent, at the expense of the Company, may petition any court of competent jurisdiction to appoint a successor Custodian and/or Paying Agent, as applicable.

(b) Removal.

(A) In the case of any Custodian (other than the Company acting as Custodian) or any Paying Agent, and subject to the provisions of Section 9.1(c), the Company (with the prior written consent of the Collateral Agent (not to be unreasonably withheld or delayed)) or the Collateral Agent (which, when no Event of Default has occurred and is continuing, must be with the prior written consent of the Company (not to be unreasonably withheld or delayed)) may remove and discharge any Custodian and any Paying Agent (or any successor custodian or any successor paying agent thereafter appointed) without cause from the performance of its obligations under this Agreement upon at least thirty (30) days’ prior written notice to the Custodian or the Paying Agent, as applicable. Promptly after the giving of notice to the Custodian or the Paying Agent, as applicable, the Company shall appoint, by written instrument, and with the prior written consent of the Collateral Agent (not to be unreasonably withheld or delayed), a successor Custodian and/or Paying Agent, as applicable.

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Any such successor Custodian must be a Qualified Custodian and any such successor Paying Agent must be a Qualified Paying Agent.

(B) In the case of the Company acting as Custodian, and subject to the provisions of Section 9.1(c), the Collateral Agent may remove and discharge the Company as Custodian from the performance of its obligations under this Agreement by written notice to the Company as Custodian upon a Company Custodian Termination Trigger Event. Promptly after the giving of notice to the Company as Custodian, the Collateral Agent shall appoint, by written instrument, a successor Custodian.

(c) Effectiveness. No resignation or removal of the Person serving as Custodian and/or as Paying Agent pursuant to Section 9.1(a) or (b) shall be effective prior to the appointment of a successor Custodian and/or Paying Agent, as applicable, the acceptance of such appointment by such successor Custodian and/or Paying Agent, as applicable, and, in the case of a successor Paying Agent, the execution and delivery by such successor Paying Agent of an Account Control Agreement in the form of Exhibit N or otherwise satisfactory to the Collateral Agent. Upon appointment of a successor Custodian and/or Paying Agent, the successor Custodian and/or Paying Agent, as applicable, 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/or Paying Agent shall become effective and the successor Custodian and/or Paying Agent, without any further act, deed or conveyance, shall become fully vested with all rights, powers, duties and obligations of the Custodian and/or the Paying Agent, as applicable, under this Agreement, as if originally named Custodian and/or Paying Agent, as applicable, hereunder. A copy of such instrument shall be delivered to each Debtor, the Notes Designee, the Collateral Agent, the predecessor Custodian and/or Paying Agent, and the successor Custodian and/or Paying Agent.

(d) Transfer of Documents; Transfer of Funds.

(A) In the event of any removal or resignation as Custodian, the outgoing Custodian shall promptly transfer to the successor Custodian, as directed, all Custodial Documents, and each Debtor and the outgoing Custodian 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 all rights, powers, duties and obligations of the Custodian as Custodian under this Agreement.

(B) In the event of any removal or resignation as Paying Agent, the outgoing Paying Agent shall promptly transfer to the successor Paying Agent, as directed, all funds deposited in the Debtor Accounts, and each Debtor and the Paying Agent 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 Paying Agent all rights, powers, duties and obligations of the Paying Agent as Paying Agent under this Agreement.

(e) Costs. The Company shall be responsible for payment to any successor Custodian and/or Paying Agent, as applicable, of all reasonable fees and expenses of the successor Custodian and/or Paying Agent, as applicable, in becoming the Custodian and/or Paying Agent and any fees and expenses for transferring Custodial Documents or funds deposited in the Debtor Accounts to the successor Custodian and/or Paying Agent, as applicable.

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ARTICLE X

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 10.1 Representations, Warranties and Covenants.

(a) The Custodian, the Paying Agent and each Debtor represent and warrant to each other (and to each of the Note Holders, the Lender, the Notes Designee and the Collateral Agent) as follows:

(i) it has the requisite power and authority and the legal right to execute and deliver, and to perform its obligations under, this Agreement, and has taken all necessary corporate or other action to authorize its execution, delivery and performance of this Agreement;

(ii) no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, 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;

(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 Custodian represents and warrants to each of the Debtors, the Note Holders, the Lender, the Notes Designee and the Collateral Agent that the Custodian is a Qualified Custodian.

(c) The Paying Agent represents and warrants to each of the Debtors, the Note Holders, the Lender, the Notes Designee and the Collateral Agent that the Paying Agent is a Qualified Paying Agent.

Section 10.2 Insurance. At its own respective expense, each of the Custodian and the Paying Agent shall maintain at all times and keep in full force and effect (a) fire and other casualty insurance, (b) fidelity insurance, (c) theft of documents insurance, (d) forgery insurance and (e) errors and omissions insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for insurance typically maintained by financial institutions which act as paying agent and/or as custodian, as applicable, of collateral substantially similar to the Collateral. 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.

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ARTICLE XI

REPORTS

Section 11.1 Paying Agent Report.

(a) The Paying Agent shall make available to the Company, the Notes Designee and the Collateral Agent no later than 12:00 noon, New York City time, on each Distribution Date (commencing with the Distribution Date in December 2023), a report for the applicable Due Period (the “Paying Agent Report”) with respect to the Debtor Accounts (including setting forth in reasonable detail the balances of and any investments in such Debtor Accounts as of such date and all deposits (including Loan Proceeds deposits) to and disbursements from such Debtor Accounts, including the date on which made, since the date of the previous report) held by the Paying Agent pursuant to this Agreement and on such other information as may otherwise be agreed by the parties with respect to such Due Period, all as set forth on Exhibit K. The Paying Agent shall follow the procedures and perform the calculations and reconciliations required to prepare the Paying Agent Report, in each case as set forth on Exhibit K.

(b) The Paying Agent Report shall be based on information included in (i) the Distribution Date Report for the applicable Due Period and (ii) the internal records of the Paying Agent relating to distributions from the Distribution Account.

Section 11.2 Additional Reports.

(a) Within two (2) Business Days after receipt of a written request of the Company, the Notes Designee or the Collateral Agent for a Custodial Document Release Report, an updated Loan Schedule and Exception List, or (after the first delivery of a Collateral Certificate) an updated Collateral Certificate, the Custodian shall provide the requesting party with the Custodial Document Release Report, the updated Loan Schedule and Exception List or the updated Collateral Certificate, as applicable.

(b) The Paying Agent shall provide the Company, the Notes Designee and the Collateral Agent with online, real-time, view-only access to the Debtor Accounts.

(c) The Paying Agent shall provide any additional information or reports relating to the Debtor Accounts and the transactions therein reasonably requested from time to time by the Company, the Notes Designee or the Collateral Agent.

(d) Upon request of the Collateral Agent or the Notes Designee the Company shall prepare and deliver to the Collateral Agent or the Notes Designee, as applicable, a trial balance report having the fields described on Exhibit R (or, with respect to Additional Collateral and following consultation with, on a time-of-the-essence basis, the Company, such other fields as may be reasonably requested by the Collateral Agent or the Notes Designee from time to time).

Section 11.3 Debtor Distribution Date Accounting. Not later than seven (7) Business Days prior to each Distribution Date (commencing with the Distribution Date in December 2023), the Company shall prepare and deliver to the Paying Agent, the Collateral Agent and the Notes Designee a report, in the form of Exhibit Q, which shall specify the amounts and recipients of all funds to be distributed on such Distribution Date from the Distribution Account, all as determined as of the date of such report on the basis of information timely received by the Company prior to such date (the “Determination Date”) and certified by an Authorized Representative of the Company (with respect to any particular Distribution Date, the “Distribution Date Report”).

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In the event that the Collateral Agent wishes to revise the form of Distribution Date Report, the Collateral Agent shall, in its reasonable discretion after consultation with, on a time-of-the-essence basis, and upon not less than five (5) Business Days’ prior notice, to the Company and Paying Agent, provide a revised form of Distribution Date Report. The Distribution Date Report with respect to any particular Distribution Date shall contain the information listed below, the information indicated on the form of Distribution Date Report, and any other information reasonably requested by the Collateral Agent or the Paying Agent that is available to the Company and can be provided without undue burden:

(a) the aggregate amount of Loan Proceeds Received during the Due Period with respect to such Distribution Date;

(b) the Minimum Deposit Amount for the Due Period with respect to the following Distribution Date;

(c) the portion of the amount described in sub-clause (a) that consisted of interest payments collected on the Loans;

(d) for the Collection Account and the Distribution Account:

(i) the amount to be transferred from the Collection Account to the Distribution Account on the Business Day immediately preceding such Distribution Date (pursuant to Section 3.2); and

(ii) the amounts payable from the Distribution Account on such Distribution Date pursuant to the Priority of Payments (subject to the provisos set forth therein); and

(e) the amount of any voluntary prepayment to be made on such Distribution Date in respect of the outstanding principal amount of (i) the Purchase Money Notes or (ii) the Facility Loans (separately specifying each of (i) and (ii)) in accordance with the terms of the Purchase Money Notes and the Advance Facility Agreement, respectively; and

(f) the amount of any additional payment to be made by the Paying Agent on such Distribution Date pursuant to Section 3.4(a) hereof.

Any specification in a Distribution Date Report of a voluntary prepayment described in Section 11.3(e) shall be irrevocable and (without limitation of the foregoing) shall obligate the Company to deposit the funds necessary to effect the voluntary prepayment described in Section 11.3(e) as specified in Section 3.3 hereof. The Paying Agent may conclusively rely on each Distribution Date Report delivered to it, and each Distribution Date Report shall constitute instructions to the Paying Agent to make the transfers and distributions set forth therein.

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Section 11.4 Distribution Date Instructions. Each Distribution Date Report shall contain, or be accompanied by (or shall otherwise be deemed to constitute), irrevocable instructions to the Paying Agent to (i)(x) transfer from the Collection Account to the Distribution Account the amount described in Section 11.3(d)(i) and (y) withdraw on the related Distribution Date from the Distribution Account and pay or transfer (on the relevant Distribution Date) the amounts described in Section 11.3(d)(ii) (in any event subject to the provisos set forth in Section 5.1 of this Agreement) and (ii) make on the relevant Distribution Date (x) the additional voluntary prepayments in respect of the Purchase Money Notes or the Facility Loans described in Section 11.3(e) (to each Note Holder or Lender, as the case may be, in accordance with its Pro Rata Share) and (y) the additional payments described in Section 11.3(f), in each case to the extent applicable.

Section 11.5 Books and Records. The Paying Agent shall maintain all such accounts, books and records as may be necessary to properly record all transactions carried out by it with respect to the Debtor Accounts, including all disbursements therefrom. The Paying Agent shall permit each Debtor, the Notes Designee and the Collateral Agent to examine such accounts, books and records that relate to any Debtor Account, provided that any such examination shall occur upon reasonable notice and during normal business hours.

ARTICLE XII

NO ADVERSE INTERESTS

Section 12.1 No Adverse Interests. By execution of this Agreement, the Company (i) represents and warrants that, except for Permitted/Excluded Liens, no Responsible Officer of the Company has any actual knowledge of any adverse interest, by way of security or otherwise, in any Loan and (ii) covenants that promptly after any Responsible Officer of the Company shall first have any actual knowledge of any such adverse interest (whether existing on the date hereof or hereafter arising), except for Permitted/Excluded Liens, the Company shall notify the Collateral Agent and the Notes Designee thereof (which notice shall describe such adverse interest in reasonable detail). The Loans shall not be subject to any security interest, lien or right to set-off by the Company or any third party claiming through the Company, and, except for Permitted/Excluded Liens, the Company shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party interest in any of the Loans. For the purposes of this Section 12.1, a “Responsible Officer” of the Company means any Responsible Officer and any other officer of the Company directly responsible for the administration of this Agreement.

ARTICLE XIII

LIABILITY AND INDEMNIFICATION

Section 13.1 Liability; Indemnification.

(a) The Debtors shall, jointly and severally, indemnify and hold harmless each of the Custodian, the Paying Agent (including in its capacity as Notes Registrar) and their respective directors, officers, affiliates, assigns, agents and employees (each, a “Debtor Indemnitee”) against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (whether involving such Debtor or any third person), including Attorney Costs and litigation costs that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement, any PA Financing Transaction Documents or any action taken or not taken by it or them hereunder or thereunder, including in connection with the enforcement of this indemnity (collectively, “CPAA Losses”) unless such CPAA Losses imposed on, incurred by or asserted against such Debtor Indemnitee were caused by the gross negligence, or willful misconduct of such Debtor Indemnitee.

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The foregoing indemnification shall survive any resignation or removal of the Custodian or the Paying Agent, as applicable, or the termination or assignment of this Agreement.

(b) In the event that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then-controlling Loan Schedule and Exception List within two (2) Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of Custodial Documents (a “Custodial Delivery Failure”), then (i) with respect to any missing Loan Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three (3) Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached as Exhibit L (unless the original Loan Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Loan, including a missing Loan Note, (A) the Custodian shall indemnify each Debtor and each Secured Party in accordance with Section 13.1(c) and (B) at the Company’s option, at any time the long-term obligations of the Custodian are rated below the second highest rating category of Moody’s or S&P, the Custodian shall obtain and maintain an insurance bond naming the Debtors and the Collateral Agent, and their successors in interest and assigns, as loss payees, insuring against any losses associated with the loss of such document, in an amount equal to the then-outstanding principal balance of the related Loan or such lesser amount requested by the Company in the Company’s sole discretion.

(c) The Custodian hereby indemnifies and holds harmless the other parties to this Agreement, the Secured Parties and their respective directors, officers, employees, agents and designees against any and all CPAA Losses 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’s negligence, lack of good faith, fraud or willful misconduct or any breach of any of the conditions, representations, warranties or obligations of the Custodian contained herein; provided that in no event shall the Custodian or any directors, officers, agents or employees of the Custodian have any liability with respect to any special, indirect, punitive or consequential damages suffered by any such indemnitee. 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. Each of the Custodian and the Paying Agent may rely conclusively on any request, instruction, certificate, direction, receipt, demand, consent, resolution, statement, instrument, opinion, report, order, judgment, notice or other document or communication furnished to the Custodian or the Paying Agent, as applicable, hereunder or under any other PA Financing Transaction Document that the Custodian or the Paying Agent, as applicable, believes in good faith (i) to have been signed or presented by an Authorized Representative and (ii) substantially conforms in form to the requirements of this Agreement.

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(b) Requested Instructions. Subject to the provisions of Section 7.2(d), in which case the Custodian shall take instructions only from the Collateral Agent, if the Custodian or the Paying Agent requests instructions from the Company, the Collateral Agent or the Notes Designee with respect to any act, action or failure to act in connection with this Agreement, the Custodian or the Paying Agent, as applicable, shall be entitled (without incurring any liability therefor to any Debtor, any Secured Party or any other Person) to refrain from taking such action and continue to refrain from acting unless and until the Custodian or the Paying Agent, as applicable, shall have received written instructions from the Company, the Notes Designee or the Collateral Agent, as applicable.

(c) Certificates. Whenever the Custodian or the 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, fraud or willful misconduct on the part of the Custodian or the Paying Agent, as applicable, be deemed to be conclusively proved or established by a certificate of an Authorized Representative of the relevant party delivered to the Custodian or the Paying Agent, as applicable.

(d) Reliance on Experts. The Custodian and the Paying Agent may consult with and obtain advice from reputable and experienced outside counsel, certified public accountants that are nationally recognized, or other experts, and the advice or any opinion of such counsel, accountants or other experts shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel, accountants or other experts. In the event the Custodian and/or the Paying Agent retains counsel, the Custodian and the Paying Agent shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Custodian or the Paying Agent be deemed to have waived any right or privilege, including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Custodian or the Paying Agent in the performance of duties hereunder. A successor Custodian or Paying Agent shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Person may raise any exception to the attorney-client privilege described herein as any such exceptions are hereby waived by all parties hereto.

(e) Limited Risk. None of the provisions of this Agreement shall require the Custodian or the Paying Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it has reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(f) Other Limitations on Liability.

(i) Neither of the Paying Agent nor the Custodian shall be deemed to have knowledge of any default, event of default, event or information, or be required to act upon any default, event of default, event or information (including the sending of any notice) unless the Paying Agent or Custodian shall have received written notice sent to the Paying Agent or the Custodian in accordance with Section 18.1 or a Responsible Officer of the Paying Agent or the Custodian has actual knowledge of such event or information and shall have no duty to take any action to determine whether any such event, default or event of default has occurred.

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(ii) Delivery of any reports, information and documents to the Paying Agent or the Custodian provided for herein is for informational purposes only and the Paying Agent’s or Custodian’s receipt of such reports (including monthly distribution or servicer reports) and any Custodial and Paying Agency Agreement publicly available information, shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein.

(iii) Knowledge of the Paying Agent shall not be attributed or imputed to U.S. Bank Trust Company, National Association’s (or its Affiliates’) other roles in the transaction or any other transaction (and vice versa).

(iv) None of the Paying Agent, the Custodian or any of their respective directors, officers or employees shall be liable for any act or omission hereunder except in the case of its gross negligence or willful misconduct (as determined by a court of competent jurisdiction or as otherwise agreed to by the applicable parties).

(v) None of the Paying Agent, the Custodian or any of their respective officers or employees shall be required to ascertain whether the issuance or sale of the Purchase Money Notes or any Facility Loans has been duly authorized or is in compliance with any other agreement to which the Company is a party (whether or not the Paying Agent or Custodian is also a party to such other agreement).

(vi) The Paying Agent and the Custodian shall not be bound to make any investigation into or to recalculate or otherwise verify the facts or matters stated in any certificate, report or other document.

(vii) In no event shall the Paying Agent or the Custodian be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to, lost profits), even if the Paying Agent or the Custodian, as applicable, has been advised of the likelihood of such damages or penalty and regardless of the form of action.

(viii) The Paying Agent and the Custodian shall have no implied duty to enforce another party’s obligations if a transaction agreement has not assigned such responsibility to a particular party.

(ix) The Paying Agent and the Custodian shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, pandemics, governmental regulations, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

(x) The Paying Agent and the Custodian shall not be obligated to take any legal action or commence any proceeding in connection with this Agreement or any other agreement, or to appear in, prosecute or defend any such legal action or proceeding.

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(xi) Notwithstanding anything to the contrary in this Agreement, neither of Paying Agent nor the Custodian shall be required to take any action that is not in accordance with applicable law.

(xii) The right of the Paying Agent or the Custodian to perform any permissive or discretionary act enumerated in this Agreement or any related document shall not be construed as a duty.

(xiii) Neither of Paying Agent nor the Custodian shall be responsible or liable for the existence, genuineness, value or protection of any collateral securing the Secured Obligations, for the legality, enforceability, effectiveness or sufficiency of the PA Financing Transaction Documents, for the creation, perfection, continuation, priority, sufficiency or protection of any of the liens, or for any defect or deficiency as to any such matters, or for monitoring the status of any Lien or performance of the Collateral.

(xiv) Neither of the Paying Agent nor the Custodian shall be responsible for, and makes no representation or warranty as to, the validity, legality, enforceability, sufficiency or adequacy of this Agreement, any of the other PA Financing Transaction Documents or any related document, or as to the correctness of any statement of any other party contained in any thereof.

(xv) Neither of the Paying Agent nor the Custodian shall be liable for any action or inaction of the Company or any other party (or agent thereof) to any PA Financing Transaction Document.

(xvi) In the exercise or administration of each of their duties hereunder or under any PA Financing Transaction Document to which it is a party, each of the Custodian and the Paying Agent may act directly or through agents, attorneys, custodians or nominees, and the Custodian and the Paying Agent shall not be personally liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such persons have been selected with due care by the Custodian or the Paying Agent, respectively.

(xvii) Neither of the Custodian nor the Paying Agent shall be liable for any error of judgment, or for any action taken or omitted to be taken by it in good faith by any of its officers or employees; provided, however, this shall not protect the Custodian, the Paying Agent or such officers or employees from their own acts or omissions that constitute gross negligence or willful misconduct (as determined by a court of competent jurisdiction or as otherwise agreed to by the applicable parties).

(xviii) The rights, benefits, protections, immunities and indemnities afforded the Paying Agent and the Custodian hereunder shall extend to the Paying Agent (in any of its capacities) and the Custodian (in its capacity as such), respectively, under any other PA Financing Transaction Document or related agreement as though set forth therein in their entirety mutatis mutandis.

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(xix) The Paying Agent and Custodian shall not be deemed to have actual or constructive knowledge of any terms of any PA Financing Transaction Document to which it is not a party or whether the Company any other obligor or any Note Holder or Lender or other Person have complied with any such terms or provisions.

(xx) It is understood and agreed that the use of the term “agent” herein or in any other PA Financing Transaction Document (or any other similar term) with reference to the Paying Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The Paying Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a default or event of default has occurred under any of the Company’s Secured Obligations.

(xxi) The Paying Agent shall have no obligations hereunder to confirm or verify any determinations by the Company or any other Person with respect to (i) interest and principal and other amounts owing to any Note Holder or any Lender on the Purchase Money Notes or the Facility Loans, respectively, (ii) the Minimum Deposit Amount, or (iii) any other calculations or amounts due pursuant to Sections 3.3, 3.4, 3.5 or 5.1.

(xxii) In the event that U.S. Bank National Association or U.S. Bank Trust Company, National Association or any of their respective affiliates is acting in any capacity other than Paying Agent or Notes Registrar, the rights, protections, benefits, immunities and indemnities afforded to the Paying Agent pursuant to this Agreement shall also be afforded to it in such other capacity.

(g) Merger or Consolidation. Any corporation into which the Custodian or the 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 or the Paying Agent, as applicable, shall be a party, or any corporation succeeding to the business of the Custodian or succeeding to the corporate trust business or to which the Paying Agent transfers all or substantially all of its corporate trust business will be the successor of the Paying Agent, as applicable, except for any such Person who is or, upon consummation of such transaction, will be an Affiliate of any Debtor or of any Servicer for any Grantor, shall be the successor of the Custodian or the Paying Agent, as applicable, hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding; provided that any such successor shall satisfy the representations, warranties and covenants set forth in Section 10.1 of this Agreement. The Custodian (or successor Custodian) or the Paying Agent (or successor Paying Agent), as applicable, shall provide the Company with notice of the consummation of any such transaction. Any such Custodian (or successor Custodian) must be a Qualified Custodian and any such Paying Agent (or successor Paying Agent) must be a Qualified Paying Agent. Nothing in this Section 14.1(f) shall be construed as consent to, or satisfaction of, any other provision or requirement in any other PA Financing Transaction Document.

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Section 14.2. Document Effective Date. Notwithstanding anything to the contrary contained herein or in any PA Financing Transaction Documents, the obligations of the Paying Agent, Account Bank and Notes Registrar shall commence as of the Document Effective Date and not as of the Closing Date, and under no circumstances shall the Paying Agent, Notes Registrar or Account Bank be liable for or otherwise assume any duties with respect to any matters that arose prior to the Document Effective Date.

ARTICLE XV

TAXES

Section 15.1 Tax Reports. Neither the Custodian nor the Paying Agent shall 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’s or the Paying Agent’s, as applicable, compensation or for reimbursement of expenses.

Section 15.2 Stamp and Other Similar Taxes. The Debtors agree to indemnify and hold harmless each of the Custodian and the Paying Agent from, and shall reimburse the Custodian and the 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 Debtors under this Section 15.2 shall survive the termination of the other provisions of this Agreement.

ARTICLE XVI

TERM

Section 16.1 Term. This Agreement shall terminate upon (a) the payment in full of the Secured Obligations (other than inchoate indemnification obligations), the satisfaction and discharge of all Purchase Money Notes, and the termination of Lender’s obligation to make Facility Loans under the Advance Facility Agreement, and (b) the release and delivery in accordance with the terms of this Agreement of all of the Custodial Documents held by or in the possession of the Custodian. Promptly following such termination, the Collateral Agent shall confirm in writing to all other parties hereto the release of the Liens granted to the Collateral Agent pursuant to the Security Agreement. Notwithstanding anything to the contrary herein, this Agreement may be terminated without cause upon at least thirty (30) days’ prior written notice to the Custodian and the Paying Agent, by notice to such effect, executed by each of the Company, the Notes Designee and the Collateral Agent.

ARTICLE XVII

AUTHORIZED REPRESENTATIVES

Section 17.1 Authorized Representatives. Each individual designated as an Authorized Representative of any Person is authorized to give and receive notices, requests and instructions and to deliver certificates and documents in connection with this Agreement on behalf of such Person, and the specimen signature for each such Authorized Representative, initially authorized hereunder, is set forth on Exhibit M. From time to time, any party hereto may, by delivering to the other parties hereto a revised copy of Exhibit M, change such party’s Authorized Representatives (and amend this Agreement to so provide), but until a new Exhibit M with the information regarding the successor Authorized Representatives is delivered to a party in accordance with this Agreement, that party shall be entitled to rely conclusively on the Exhibit M last delivered hereunder.

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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 electronically delivered to the applicable electronic mail address of the parties specified below for such Person or to such other electronic mail address 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 when delivered. From time to time, any Person may designate a new electronic mail address for purposes of notice hereunder by notice to such effect to the other Persons identified below.

If to the Debtor(s):

First-Citizens Bank & Trust Company

4300 Six Forks Road

Raleigh, North Carolina 27609

Attention: Chief Financial Officer

Email Address: craig.nix@firstcitizens.com

with a copy to:

First-Citizens Bank & Trust Company

4300 Six Forks Road

Raleigh, North Carolina 27609

Attention: Treasurer

Email Address: tom.eklund@firstcitizens.com

If to the FDIC (including the FDIC in its capacity as Receiver, Lender, as the Collateral Agent or as the Notes Designee):

Mark L Patterson

Federal Deposit Insurance Corporation

Chief, Structured Transactions and Oversight Section

3501 North Fairfax Dr.

VA SQ 3701-10038

Arlington, VA 22203

Email Address: STCreditMailbox@fdic.gov

with a copy to

FDIC Legal Division

Email Address: krusso@fdic.gov

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If to the Custodian:

First-Citizens Bank & Trust Company

4300 Six Forks Road

Raleigh, North Carolina 27609

Attention: Chief Financial Officer

Email Address: craig.nix@firstcitizens.com

with a copy to:

First-Citizens Bank & Trust Company

4300 Six Forks Road

Raleigh, North Carolina 27609

Attention: Treasurer

Email Address: tom.eklund@firstcitizens.com

If to the Paying Agent:

U.S. Bank Trust Company, National Association

214 N. Tryon Street, 27th Floor

Charlotte, North Carolina 28202

Facsimile: (704) 335- 4676

Email: allison.lancasterpoole@usbank.com

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 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 EITHER (1) THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS AGREEMENT OR (2) THE PROVISIONS OF THIS SECTION 19.1 DO NOT APPLY TO ANY OTHER PA FINANCING TRANSACTION DOCUMENT. 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 PARTY HERETO (INCLUDING THE FDIC IN ANY CAPACITY AND THE LENDERS OR ANY NOTE HOLDERS BY ACCEPTING THE BENEFITS HEREOF) IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

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Section 19.3 Jurisdiction; Venue and Service.

(a) Each of the Debtors and the Company 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 commenced by the FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other PA Financing 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding) files the suit, action or proceeding without the consent of the FDIC (in the capacity in which it is a party in such suit, action or proceeding);

(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 commenced by FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other PA Financing Transaction Document, and waives any right to:

(A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum, other than the courts identified in Section 19.3(a)(i), without the consent of the FDIC (in the capacity in which it is a party in such suit, action or proceeding);

(B) assert that venue is improper in the Supreme Court of the State of New York; or

(C) assert that the Supreme Court of the State of New York is an inconvenient forum.

(iii) agrees to bring any suit, action or proceeding by any Debtor or the Company against the FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other PA Financing Transaction Document exclusively 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, 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding), 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding); 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 exclusively in 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding).

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(b) Each of the Debtors and the Company 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 Debtors and the Company 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), or in any way limit the right of the FDIC (in any capacity) 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 one 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 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.

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Without limitation of the preceding sentence, it is the intent of the parties to this Agreement that in the event that in any court proceeding, such court determines that any provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the duration or scope (geographic or otherwise) of such provision, or for any other reason), such court shall have the power to, and shall, (x) modify such provision (including, to the extent applicable, by limiting the duration or scope of such provision and/or the Persons against whom, and/or the circumstances under which, such provision shall be effective in such jurisdiction) for purposes of such proceeding to the minimum extent necessary so that such provision, as so modified, may then be enforced in such proceeding and (y) enforce such provision, as so modified pursuant to clause (x), in such proceeding. Nothing in this Section 19.5 is intended to, or shall, limit (1) the ability of any party to this Agreement to appeal any court ruling or the effect of any favorable ruling on appeal or (2) the intended effect of Section 19.1.

Section 19.6 Compliance With Law. Without limiting in any way the Debtors’ obligations under Section 13.1, 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, and supersedes any and all other prior agreements, whether oral or written, between the Debtors, the Notes Designee, the Collateral Agent and the Company with respect to the subject matter hereof.

Section 19.8 Assignment; Binding Effect. Except as is permitted pursuant to the provisions of this Agreement providing for successor Custodians and successor Paying Agents, neither the Custodian nor the Paying Agent may assign or delegate this Agreement or any of its respective rights or obligations hereunder without the prior written consent of the Debtors, the Notes Designee and the Collateral Agent (not to be unreasonably withheld, delayed or conditioned); any such purported assignment or delegation without such consent shall be void ab initio. Neither the Notes Designee nor the Collateral Agent (in their respective capacities as such) may assign or delegate this Agreement or any of its respective rights or obligations hereunder without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned); 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 no other Person or Persons shall have any rights or remedies under or by reason of this Agreement. Anything in this Agreement to the contrary notwithstanding, Section 19.3 hereof inures to the benefit of, and is enforceable by (without limitation), the FDIC in its corporate capacity, and said Section 19.3 may not be modified or waived in relation to the FDIC (in any capacity) without the prior written consent of the FDIC in its corporate capacity.

Section 19.9 Rights Cumulative. The rights, powers and remedies of the Custodian, the Paying Agent, the Notes Designee and the Collateral Agent under this Agreement shall be in addition to all rights, powers and remedies given to the Custodian, the Paying Agent, the Notes Designee and the Collateral Agent 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.

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Section 19.10 Amendments. This Agreement may be amended from time to time by written agreement signed by the Debtors, the Collateral Agent, the Notes Designee, the Custodian and the Paying Agent. No amendment to any PA Financing Transaction Document that adversely affects the Custodian or the Paying Agent shall be valid against the Custodian or Paying Agent without its written consent.

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 Effect of Joinder Agreement. Upon execution of a Joinder Agreement by the Collateral Agent and a prospective “Debtor”, such prospective “Debtor” shall thereafter for all purposes hereof be a party hereto as a “Debtor”, with the same effect as if it had executed this Agreement. Each Debtor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Debtor hereunder, nor by any election of the Collateral Agent not to cause any particular Person to become a Debtor hereunder. This Agreement shall be fully effective as to any Person that is or becomes a party hereto as a “Debtor” regardless of whether any other Person becomes or fails to become or ceases to be a “Debtor” hereunder. The Company shall deliver to the Collateral Agent and the Notes Designee a fully executed copy of any Joinder Agreement pursuant to which any Person becomes a “Debtor” hereunder.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Company, the Debtor(s), the Notes Designee, the Collateral Agent, the Custodian and the Paying Agent have each caused this Agreement to be executed as of the date first written above.

[Signature Page to Custodial and Paying Agency Agreement]

[Signature Page to Custodial and Paying Agency Agreement]

[Signature Page to Custodial and Paying Agency Agreement]

Schedule 1

“Acceptable Investment Rating” means any of the top three rating categories that may be assigned to any security, obligation or entity by the Rating Agencies.

“Account Bank” shall mean, so long as U.S. Bank Trust Company, National Association is the Paying Agent, U.S. Bank National Association, a national banking institution.

“Account Control Agreement” means (i) the Account Control Agreement, dated as of the date of the Security Agreement, among the Company, the Account Bank, and the Collateral Agent, in the form of Exhibit N to the Custodial and Paying Agency Agreement or (ii) any analogous agreement among the Company, the Collateral Agent and any successor to the Paying Agent or successor Account Bank, in the form of Exhibit N to the Custodial and Paying Agency Agreement or otherwise satisfactory to the Collateral Agent.

“Acquired Property” means (x) the Underlying Collateral to which title is (at or after the Closing Date) or was (prior to the Closing Date) acquired by or on behalf of any Grantor, or the Failed Bank, by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise, and (y) any and all Shared-Loss Assets other than the Shared-Loss Loans.

“Acquired Property Deed” means, with respect to any Acquired Property, the instrument or document required by the law of the jurisdiction in which the Acquired Property is located to convey fee title.

“Acquired Property Files” means, with respect to each Acquired Property, to the extent applicable, the following: (A) if the related Acquired Property Deed has been delivered for recordation, a copy thereof (which may be electronic) file-stamped with evidence of recording thereon in the name of the appropriate Grantor, together with a certificate of the related servicer or the foreclosure attorney certifying that such Acquired Property Deed is a true, correct and complete copy of the original document, or (y) if the related Acquired Property Deed has been delivered for recordation but not yet returned, a copy thereof (which might be electronic) together with a certificate of the servicer or the foreclosure attorney certifying that such Acquired Property Deed is a true, correct and complete copy of the original document, and that the original Acquired Property Deed has been delivered to the proper recording office for recordation; (B) as applicable, either (x) a copy of each Acquired Property Deed (which may be electronic) that is intervening between the lender that obtained title to such property assets as a result of foreclosure or deed in lieu of foreclosure of a mortgage or deed of trust and the appropriate Grantor with the same certification documentation required in clause (A) above, or (y) the original or a copy of the assignment of foreclosure bid between the foreclosing lender and the appropriate Grantor with respect to the related Acquired Property, and in the case of a copy, together with a certificate of the appropriate Grantor or the foreclosure attorney certifying that such assignment of foreclosure bid is a true, correct and complete copy of the original document, with the same certification documentation required in clause (A) above; (C) the original or copy policy of title insurance prior to foreclosure of the related mortgage loan accompanied by a title report procured upon foreclosure of the related mortgage loan, with respect to the Acquired Property; and (D) for any Acquired Property that is subject to any lease, (x) a copy of each such lease together with a certificate of the appropriate Grantor certifying that such lease is a true, correct and complete copy of the original document, and (y) if required by the Collateral Agent, the original assignment of such lease from the lessor thereunder to the appropriate Grantor, or a copy thereof together with a certificate of the appropriate Grantor certifying that such assignment is a true, correct and complete copy of the original document.

Schedule 1-1

“Advance Facility Agreement” means the Advance Facility Agreement, dated as of the Closing Date, by and among the Company and the Receiver, as the Lender and as Collateral Agent.

“Affiliate” means, with respect to any specified Person, (i) any other Person directly or indirectly Controlling or Controlled by or under common Control with such specified Person, (ii) any Person owning or Controlling ten percent (10%) or more of the outstanding voting securities, voting equity interests, or beneficial interests of the Person specified, (iii) any officer, director, general partner, managing member, trustee, employee or promoter of the Person specified or any Immediate Family Member of such officer, director, general partner, managing member, trustee, employee or promoter, (iv) any corporation, partnership, limited liability company or trust for which any Person referred to in clause (ii) or (iii) acts in that capacity, or (v) any Person who is an officer, director, general partner, managing member, trustee or holder of ten percent (10%) or more of the outstanding voting securities, voting equity interests or beneficial interests of any Person described in clauses (i) through (iv).

“Agent Members” shall mean members of, or participants in, DTC and the Clearing Agencies.

“Agents” means, collectively, the Collateral Agent and the Notes Designee, and each co-agent or sub-agent appointed by any of them from time to time pursuant to the Advance Facility Agreement or the Security Agreement.

“Amended and Restated Initial Purchase Money Note” means that certain Purchase Money Note issued by the Company to the Receiver on the Document Effective Date and dated as of the Closing Date in the face amount of $36,071,816,117.12 (as the same may hereafter be amended, supplemented, restated, replaced, increased, extended, consolidated or severed from time to time), which Amended and Restated Initial Purchase Money Note was exchanged for and replaced the Initial Purchase Money Note.

“Approved Trustee” means the following entities and their related or controlled entities: (i) Citibank, N.A., (ii) Citicorp Trust Delaware, National Association, (iii) Computershare Trust Company, N.A., (iv) Computershare Delaware Trust Company, (v) The Bank of New York Mellon, (vi) The Bank of New York Mellon Trust Company, N.A., (vii) U.S. Bank National Association, (viii) U.S. Bank Trust Company, National Association, (ix) Wilmington Savings Fund Society, FSB and (x) Wilmington Trust, National Association.

“Attorney Costs” means reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

Schedule 1-2

“Authorized Representative” means, with respect to any Person, each individual designated, in writing as required by Section 17.1 of the Custodial and Paying Agency Agreement, by such Person to the Custodian to act as an authorized representative of such Person for purposes of the Custodial and Paying Agency Agreement.

“Availability Period” has the meaning given to it in the Advance Facility Agreement.

“Bank Closing Date” has the meaning given to it in the Purchase and Assumption Agreement.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. §§101, et seq.).

“BIC Requirements” means the requirements described on Exhibit S to the Custodial and Paying Agency Agreement.

“Borrower” means any borrower with respect to any Loan.

“Borrowing Base” has the meaning given to it in the Advance Facility Agreement.

“Borrowing Base Shortfall” means, as of any date of determination, (i) if the Borrowing Base is less than zero, the absolute value of the Borrowing Base, and (ii) otherwise, zero.

“Business Day” means any day except (i) a Saturday, Sunday or other day on which commercial banks in the State of New York, the State of North Carolina or United States federal government offices are required or authorized by Law to close, or (ii) with respect to any day on which any party to the Custodial and Paying Agency Agreement owes an obligation to the Custodian or the Paying Agent or on which the Custodian or the Paying Agent owes an obligation to any other party to the Custodial and Paying Agency Agreement, any day on which the offices of the Custodian or the Paying Agent (as applicable) are closed.

A “Change of Control” shall be considered to have occurred if (i) the Company assigns or otherwise transfers, or purports to assign or otherwise transfer, the Shared-Loss Agreement (in whole or in part) without the prior written consent of the Receiver, except as expressly permitted under Section 6.2 of the Shared-Loss Agreement, or (ii) without limitation of the generality of clause (i), any other transaction that is specified in Section 6.2 of the Shared-Loss Agreement to constitute the assignment or transfer of the Shared-Loss Agreement occurs without the prior written consent of the Receiver.

“Clearing Agency” shall mean an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Closing Date” means March 27, 2023.

“Code” means the United States Internal Revenue Code of 1986, together with the regulations promulgated thereunder, as may be amended from time to time.

“Collateral” has the meaning given in Section 3.1 of the Security Agreement.

Schedule 1-3

“Collateral Agent” means the Person serving as the “Collateral Agent” from time to time pursuant to Article X of the Security Agreement. Until the effectiveness of its resignation or replacement in accordance with Article X of the Security Agreement, the Receiver is the Collateral Agent.

“Collateral Books and Records” has the meaning given in Section 3.1 of the Security Agreement.

“Collateral Certificate” has the meaning given in Section 6.1(b) of the Custodial and Paying Agency Agreement.

“Collection Account” means a segregated trust or custodial account established and maintained with the Paying Agent or with the Account Bank (pursuant to the Custodial and Paying Agency Agreement) for the purpose of holding and distributing Loan Proceeds and funding the Distribution Account, and bearing, as of the Document Effective Date, the account number indicated on Schedule 2 attached hereto.

“Commitments” has the meaning given in the Advance Facility Agreement.

“Company” has the meaning given in the introductory paragraph to the Custodial and Paying Agency Agreement.

“Company Custodian Termination Trigger Event” means: (i) the occurrence and continuance of an Event of Default, (ii) the Collateral Agent, in its reasonable discretion related to its dissatisfaction with a Section 7.13(f) Review (as defined in the Security Agreement), is not comfortable with the Company’s overall financial condition, loan administration controls, documentation practices, asset quality or ability to meet all of the BIC Requirements, including any determination by the Collateral Agent that the Company is not in sound financial condition, (iii) if the long-term obligations of the Company that are rated by Moody’s or S&P no longer are rated at or above investment grade by either Moody’s or S&P, or (iv) if the Company is the Custodian, the Company as Custodian fails, at any time after twenty (20) days after the Document Effective Date and receipt of a written notice of non-compliance from the FDIC, to comply with the BIC Requirements within twenty (20) days of such receipt.

“Contract for Deed” means an executory contract with a third party to convey real property to such third party upon payment of the amounts set forth therein and/or the performance of any other obligations described therein, including any installment land contract.

“Control” (including the phrases “Controlled by” and “under common Control with”) when used with respect to any specified Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or interests, by contract or otherwise.

“CPAA Losses” has the meaning given in Section 13.1(a) of the Custodial and Paying Agency Agreement.

“Custodial Delivery Failure” has the meaning given in Section 13.1(b) of the Custodial and Paying Agency Agreement.

Schedule 1-4

“Custodial and Paying Agency Agreement” means the Custodial and Paying Agency Agreement, dated as of the Closing Date, by and among the Debtor(s), the Company, the Notes Designee, the Collateral Agent, the Custodian and the Paying Agent.

“Custodial Documents” has the meaning given in Section 6.1(c) of the Custodial and Paying Agency Agreement.

“Custodial Document Release Report” means a report prepared by the Custodian, which shall be in a form reasonably acceptable to the Company and the Collateral Agent, detailing, with respect to any Loan with respect to which any Custodial Document has been released by the Custodian, the following: (i) the Borrower name and any identification number assigned to the Loan to which the Custodial Document relates, (ii) the location to which the Custodial Document with respect to such Loan was delivered by the Custodian, and (iii) the date on which such Custodial Document was released by the Custodian.

“Custodian” means the Company or any successor custodian that is a Qualified Custodian and is acceptable and approved by the Collateral Agent, such approval not to be unreasonably withheld, delayed or conditioned. At any time that the Company is acting as Custodian under this Agreement references to the “Custodian” shall mean the Company only as it is acting in such capacity, and shall not alter the obligations that the Company has in other capacities under this Agreement or any other PA Financing Transaction Document.

“Customary Servicing Procedures” means collectively, the procedures (including collection procedures) that the Company (or, to the extent that a Servicer is appointed, such Servicer) customarily employs and exercises in servicing and administering loans for its own account and, if applicable, the servicing procedures established by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation (as in effect from time to time), in each case, if and to the extent that such procedures are in accordance with accepted servicing practices of prudent lending institutions and all applicable Law.

“Debt” means, as applied to any Person, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of property or services (excluding trade payables arising in the ordinary course of business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (v) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capitalized leases, or (vi) all indebtedness or obligations of others of the kinds referred to in clauses (i) through (v) above in respect of which such Person has entered into or issued any Guaranty.

“Debtor Accounts” means, collectively, the Collection Account and the Distribution Account.

Schedule 1-5

“Debtor Relief Laws” means FIRREA, the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, states, commonwealths, territories, laws of other nations or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Debt Agreements” has the meaning given in Section 2.2 of the Custodial and Paying Agency Agreement.

“Debtor” has the meaning given in the introductory paragraph to the Custodial and Paying Agency Agreement.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would constitute an Event of Default.

“Default Interest” means, to the fullest extent permitted by applicable Law, to the extent accrued interest under a Purchase Money Note is not paid in full on any Distribution Date, or the principal of a Purchase Money Note, or any other amount payable by the Company under a Purchase Money Note, is not paid when due, such overdue amount will (without limitation of the rights or remedies of the Note Holder, the Notes Designee or the Collateral Agent with respect to such default) accrue interest until paid at the Note Interest Rate (as defined in the applicable Purchase Money Note) plus 2% per annum (calculated on the same basis as non-default interest for the related period).

“Deficiency Balance” means the remaining unpaid principal balance of any Loan Note or Loan after crediting to it the proceeds of any foreclosure sale, deed in lieu of foreclosure or any other exercise of remedies with respect to Underlying Collateral.

“Depository” or “DTC” shall mean the Depository Trust Company, its nominees, and their respective successors.

“Determination Date” has the meaning given in Section 11.3 of the Custodial and Paying Agency Agreement.

“Disposition” or “Dispose” means the sale, transfer, license, lease, or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Distribution Account” means a segregated trust or custodial account established and maintained with the Paying Agent or with the Account Bank (pursuant to the Custodial and Paying Agency Agreement) for the sole purpose of holding and distributing funds deposited into such account in accordance with the Custodial and Paying Agency Agreement, and bearing, as of the Document Effective Date, the account number indicated on Schedule 2 attached hereto, and which shall include for administrative purposes the Purchase Money Notes Distribution Debt Service Account and the Facility Notes Distribution Debt Service Account.

Schedule 1-6

“Distribution Date” means (i) each Initial Distribution Date and (ii) the twentieth (20th) day of each calendar month or, if such day is not a Business Day, the next succeeding day that is a Business Day, commencing in December 2023.

“Distribution Date Report” has the meaning given in Section 11.3 of the Custodial and Paying Agency Agreement.

“Document Effective Date” means November 20, 2023.

“Document Effective Date REO Property” means any REO Property as of the Document Effective Date.

“Dollar”, “Dollars” and “$” mean lawful money of the United States.

“DTC Eligible” or “DTC Eligibility” means eligible for deposit at DTC and for trading through DTC’s book-entry system, or the status of being eligible for deposit at DTC and for trading through DTC’s book-entry system, respectively.

“Due Period” means (i) for the first of the Initial Distribution Dates the period from the Closing Date through and including April 30, 2023, and for the Initial Distribution Dates (other than the first of the Initial Distribution Dates) the period from the first day of the calendar month immediately preceding each such Initial Distribution Date through and including the last day of such calendar month, through October 31, 2023, and (ii) with respect to any Distribution Date, Interest Payment Date or Maturity Date thereafter, the calendar month prior to the month in which the Distribution Date, Interest Payment Date or Maturity Date occurs.

“Embargoed Person” shall mean any person subject to trade restrictions under United States law, including, without limitation, the International Emergency Economic Powers Act, 50 U.S.C. §§1701, et seq., The Trading with the Enemy Act, 50 U.S.C. §§ App. 1, et seq., any foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended), or any enabling legislation or regulations promulgated thereunder or any executive order relating thereto (including Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)) or 31 C.F.R. §594.101, et seq.) with the result that a purchase of assets or any other transaction entered into with respect to any assets (including, without limitation, any investment in any structured transaction), whether directly or indirectly, is prohibited by or in violation of law.

“Environmental Hazard” means the presence at, in or under any Collateral or Underlying Collateral (whether held in fee simple or subject to a ground lease or otherwise, and including any improvements whether by buildings or facilities, and any personal property, fixtures, leases and other property or rights pertaining thereto), of any “hazardous substance,” as such term is defined in Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601(14), or of any other Hazardous Materials.

Schedule 1-7

“Environmental Laws” means any and all Federal, state, local, and foreign Laws, regulations, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources or human health or to the release of any materials into the environment, including those related to air emissions and discharges to waste or public systems.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute of similar import, in each case, as in effect from time to time. References to sections of ERISA also refer to any successor sections.

“Event of Default” has the meaning given to that term in Section 4.1 of the Security Agreement.

“Exception” means, with respect to any Loan, any variance from the requirements of Section 6.1 of the Custodial and Paying Agency Agreement, including any missing Custodial Document required and any document that does not meet the applicable requirements set forth in Sections 6.1(b)(i)-(v) or Section 6.1(c) of the Custodial and Paying Agency Agreement.

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

“Facility Loan” has the meaning given in Section 2.01 of the Advance Facility Agreement.

“Facility Note” has the meaning given in the Advance Facility Agreement.

“Facility Notes Distribution Debt Service Account” means a subaccount of the Distribution Account established and maintained with the Paying Agent or with the Account Bank (pursuant to the Custodial and Paying Agency Agreement) for the sole purpose of holding and distributing funds deposited into such account for distribution on the Facility Notes in accordance with the Custodial and Paying Agency Agreement, and bearing, as of the Document Effective Date, the account number indicated on Schedule 2 attached hereto.

“Failed Bank” has the meaning given in the recitals to the Custodial and Paying Agency Agreement.

“FDIC” has the meaning given to that term in the introductory paragraph of the Custodial and Paying Agency Agreement.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, Pub. L. 101-73, 103 Stat. 183.

“First Lien Claimholders” means the holders of the Purchase Money Notes.

“First Lien Collateral Agent” means the Collateral Agent, together with its successors and assigns in such capacity under an Intercreditor Agreement.

“First Lien Obligations” means the obligations of the Company and any other Grantors and Debtors under the Purchase Money Note and the related obligations under the PA Financing Transaction Documents.

“First Lien Representative” means the Note Holder, together with its successors and assigns in such capacity under an Intercreditor Agreement.

Schedule 1-8

“Fiscal Year” means the fiscal year of the Company.

“Fitch” means Fitch, Inc. and any successor thereto.

“Floor Plan Loan” means a Loan to a Borrower to finance such Borrower’s purchase of inventory secured by such inventory.

“Foreign Jurisdiction” means any jurisdiction other than the United States or any political subdivision of or in the United States, and any subdivision of or in such other jurisdiction.

“Foreign Loan” means a Loan whose principal document is stated to be governed by the laws of any Foreign Jurisdiction.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Global Note” has the meaning given to that term in Section 2.5(a) of the Custodial and Paying Agency Agreement.

“Governmental Authority” means (i) any United States or non-United States national, federal, state, local, municipal, provincial or international government or any political subdivision of any thereof or (ii) any governmental, regulatory or administrative authority, agency or commission, or judicial or arbitral body of any of the foregoing described in clause (i).

“Grantor” and “Grantors” have the meanings set forth in the introductory paragraph to the Security Agreement.

“Grantor Allonge” shall mean an allonge in the form of Exhibit H to the Security Agreement but with such deviations from such form, approved by the Collateral Agent, as may be required for such form to be sufficient under the applicable Law of the jurisdiction governing the applicable Loan to reflect the assignment and pledge of such Loan.

“Grantor Assignment and Lost Instrument Affidavit” means an instrument in the form of Exhibit J to the Security Agreement but with such deviations from such form, approved by the Collateral Agent, as may be required for such form to be sufficient under the applicable Law of the jurisdiction governing the applicable Loan to reflect the assignment and pledge of such Loan.

“Grantor Mortgage Assignment” means, with respect to any Mortgage, an instrument in the form of Exhibit I to the Security Agreement but with such deviations from such form, approved by the Collateral Agent, as may be required for such form to be in recordable form under the applicable Law of the jurisdiction wherein the related Mortgaged Property is located and otherwise sufficient under such applicable Law to reflect the assignment and pledge of the Mortgage.

“Grantor PA Financing Transaction Documents” means, with respect to any particular Grantor, each PA Financing Transaction Document to which such Grantor is (or is required or contemplated to be) a party, or by which such Grantor is (or is required or contemplated to be) bound (including by execution of a Joinder Agreement or an REO Mortgage), including (in the case of the Company) the Purchase Money Notes and the Advance Facility Agreement.

Schedule 1-9

“Guaranty” means, with respect to any particular indebtedness or other obligation, (i) any direct or indirect guaranty thereof by a Person other than the obligor with respect to such indebtedness or other obligation or any transaction or arrangement intended to have the effect of directly or indirectly guarantying such indebtedness or other obligation, including without limitation any agreement by a Person other than the obligor with respect to such indebtedness or other obligation (A) to pay or purchase such indebtedness or other obligation or to advance or supply funds for the payment or purchase of such indebtedness or other obligation, (B) to purchase, sell or lease (as lessee or lessor) property of, to purchase or sell services from or to, to supply funds to or in any other manner invest in, the obligor with respect to such indebtedness or other obligation (including any agreement to pay for property or services of the obligor irrespective of whether such property is received or such services are rendered), primarily for the purpose of enabling the obligor to make payment of such indebtedness or other obligation or to assure the holder or other obligee of such indebtedness or other obligation against loss, or (C) otherwise to assure the obligee of such indebtedness or other obligation against loss with respect thereto, or (ii) any grant (or agreement in favor of the obligee of such indebtedness or other obligation to grant such obligee, under any circumstances) by a Person other than the obligor with respect to such indebtedness or other obligation of a security interest in, or other Lien on, any property or other interest of such Person, whether or not such other Person has not assumed or become liable for the payment of such indebtedness or other obligation.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, radiation, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Immediate Family Member” means, with respect to any individual, his or her spouse, parents, parents-in-law, grandparents, descendants, nephews, nieces, brothers, sisters, brothers-in-law, sisters-in-law, children (whether natural or adopted), children-in-law, stepchildren, grandchildren and grandchildren-in-law.

“Indemnified Parties” has the meaning given in Section 11.4 of the Security Agreement.

“Initial Distribution Date” means each of June 1, 2023, June 25, 2023, July 25, 2023, August 25, 2023, September 25, 2023, October 25, 2023 and November 20, 2023.

“Initial Purchase Money Note” means that certain Purchase Money Note issued by the Company to the Receiver on March 27, 2023 in the face amount of Thirty-Five Billion Dollars ($35,000,000,000).

“Insolvency Event” means, with respect to any specified Person, the occurrence of any of the following events:

(i) the specified Person makes a general assignment for the benefit of creditors;

Schedule 1-10

(ii) the specified Person files a voluntary petition for relief in any Insolvency Proceeding;

(iii) the specified Person is adjudged bankrupt or insolvent or there is entered against the specified Person an order for relief in any Insolvency Proceeding;

(iv) the specified Person files a petition or answer seeking for the specified Person any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any Law;

(v) a trustee, receiver or liquidator is appointed in respect of such Person or all or any substantial part of such Person’s properties, or such Person seeks or consents to such appointment;

(vi) the specified Person files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the specified Person in any proceeding described in clauses (i) through (v) above;

(vii) such Person is “critically undercapitalized”, as such term is defined in Section 1831(o)(b)(1)(E) of Title 12 of the United States Code.

(viii) the specified Person becomes unable to pay its obligations as they become due or the sum of such specified Person’s debts is greater than all of such Person’s property, at a fair valuation;

(ix) at least sixty (60) days have passed following the commencement of any proceeding against the specified Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Law, and such proceeding has not been dismissed; or

(x) the specified Person is the subject of a proceeding under FIRREA.

“Insolvency Proceeding” means any proceeding under any Debtor Relief Law.

“Intercreditor Agreement” means any agreement entered into by two or more of a Note Holder, a Lender, the Notes Designee and the Collateral Agent to further provide for the relative rights of the Lenders and the Note Holders in respect of the Collateral and related matters in connection with a disposition of Purchase Money Notes or Facility Notes.

“Interest Payment Date” has the meaning given to it in the Advance Facility Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.

“Joinder Agreement” means an agreement substantially in the form of Exhibit A to the Security Agreement.

Schedule 1-11

“Law” means any applicable statute, law, ordinance, regulation, rule, code, injunction, judgment, decree or order (including any executive order) of any Governmental Authority.

“Legacy Assumed Servicing Contract” means a servicing agreement to which the Failed Bank was a party as of the Closing Date and which was included in the “Liabilities Assumed” within the meaning of the Purchase and Assumption Agreement, as in effect on the Closing Date.

“Lender” has the meaning given in the introductory paragraph of the Advance Facility Agreement.

“Lender’s Account” means, as to any Lender, the account of such Lender specified in writing by such Lender to the Collateral Agent and the Paying Agent from time to time.

“Lien” means any mortgage, deed of trust, pledge, security interest, charge, restriction on or condition to transfer, voting or exercise or enjoyment of any right or beneficial interest, option, right of first refusal, easement, covenant, restriction and any other lien, claim or encumbrance of any nature whatsoever.

“Loan” means (x) (A) each Shared-Loss Asset and each Shared-Loss Loan, and (B) without limitation of sub-clause (A), any loan, Loan Participation or other property (whether real or personal, or tangible or intangible) listed or described on the Loan Schedule, including for clarity all Unfunded Failed Bank Commitments (as defined in the Advance Facility Agreement) or otherwise purchased by the Company pursuant to the Purchase and Assumption Agreement (and, in the case of any such real property, any related personal property), and (y) any loan into which any loan or Loan Participation described in clause (x) is refinanced or modified, and includes with respect to each such loan, Loan Participation or Acquired Property (or other property or asset) listed or described in clause (x) or (y) or other related asset or Related Agreement: (i) any obligation evidenced by any Loan Note; (ii) all rights, powers or Liens of any Grantor in or under the Underlying Collateral and Underlying Collateral Documents and in and to Acquired Property; (iii) all rights of any Grantor pursuant to any Contract for Deed and in or to the real property that is subject to any such Contract for Deed; (iv) all rights of any Grantor pursuant to any lease and in or to the related leased property; (v) all rights of any Grantor under the Related Agreements; (vi) all rights of any Grantor to any Deficiency Balances; (vii) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by or for the benefit of any Grantor with respect to any of the ownership, use, function, value of or other rights pertaining to any of the foregoing, whether arising by way of counterclaim or otherwise; and (viii) all guaranties, warranties, indemnities and similar rights in favor of any Grantor with respect to any of the foregoing.

“Loan Documents” means all documents, agreements, certificates, instruments and other writings (including all Underlying Collateral Documents) now or hereafter executed by or delivered or caused to be delivered by any Borrower, any Obligor or any other obligor evidencing, creating, guaranteeing or securing, or otherwise executed or delivered in respect of, all or any part of a Loan or any Acquired Property or evidencing any transaction contemplated thereby (including, for this purpose, title insurance policies and endorsements thereto), and all Modifications thereto.

Schedule 1-12

“Loan Note” means, as the context requires, each note or promissory note, lost instrument affidavit, loan agreement, shared credit or Loan Participation Agreement, intercreditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing the indebtedness of a borrower under a Loan, and all Modifications to the foregoing.

“Loan Participation” means any loan identified on the Loan Schedule that is subject to a shared credit, participation, co-lending or similar inter-creditor agreement under which the Failed Bank was, or any Debtor is, the lead or agent financial depository institution or otherwise managed or held the credit or sold participations, or under which the Failed Bank was, or any Debtor is, a participating financial depository institution or purchased participations in a credit managed by another Person.

“Loan Participation Agreement” means an agreement under which the Failed Bank was and, after the Closing Date, any Debtor is the lead or agent financial depository institution or otherwise managed or held a shared credit or sold participations, or pursuant to which the Failed Bank was and, after the Closing Date, any Debtor is a participating financial depository institution or purchased participations in a credit managed by another Person.

“Loan Proceeds” means all of the following: (i) any and all proceeds with respect to any or all of the Loans, any or all of the Underlying Collateral and/or any or all of the Acquired Property (including any REO Property as to which no REO Mortgage exists), including principal, interest, Default Interest, prepayment fees, premiums and charges, extension and exit fees, late fees, assumption fees, other fees and charges, insurance proceeds and condemnation payments (or any portion thereof) that are not used and disbursed to repair, replace or restore the related Underlying Collateral in accordance with the terms of the Loan Documents, and, with respect to any Acquired Property (including any REO Property as to which no REO Mortgage exists), operating cash flow realized from such Acquired Property; (ii) any and all proceeds from sales or other dispositions or refinancings of any or all of the Loans (including Acquired Property (including any REO Property as to which no REO Mortgage exists)); (iii) any proceeds from making a draw under any letter of credit or certificate of deposit held with respect to any Loan, provided that such draw is permitted by the terms of the Loan Documents; (iv) any recoveries from Borrowers or Obligors of any kind or nature with respect to the Loans; (v) any deposits or down payments forfeited by prospective purchasers or lessees of apartments or other units for space at any Underlying Collateral; (vi) any payments to the Company pursuant to either the Shared-Loss Agreement or pursuant to Article VIII of the Purchase and Assumption Agreement (excluding any such payment to the extent directly set off (by the Receiver) against, or otherwise directly applied (by the Receiver) to, amounts owed by the Company under the Purchase Money Note and/or the Facility Loans), regardless (for the avoidance of doubt) of whether or not such payments are with respect to Collateral; (vii) any and all other proceeds with respect to any of the Collateral; and (viii) any interest or other earnings accrued and paid on any of the amounts described in the foregoing clauses (i) through (vii) while held in the Collection Account or any other account; provided, however, that, with respect to proceeds of any Loan Participation (including as a result of any sale or other disposition of such Loan Participation or of Underlying Collateral relating thereto), the Loan Proceeds shall exclude any amounts payable to other Persons under the applicable Loan Participation Agreement.

Schedule 1-13

“Loan Schedule” means the Loan Schedule available in a “Venue” data room provided by Donnelly Financial Solutions and identified as: First Citizens Bank – 11063, JPMorgan Chase Bank, National Association – 628, within the folder entitled “SVB Collateral”.

“Loan Schedule and Exception List” means a list of the Loans and Acquired Property, identifying, with respect to each Loan, each Exception.

“Losses” has the meaning given in Section 11.4(a) of the Security Agreement.

“Lost Instrument Affidavit” means an instrument in the form of Exhibit L to the Custodial and Paying Agency Agreement.

“Majority Note Holders” means, at any date of determination, the Note Holders (according to the Notes Register) holding more than fifty percent (50%) of the aggregate unpaid principal amount of the Purchase Money Notes outstanding at such date.

“Material Adverse Change” shall be considered to have occurred if, at any date following the Availability Period, the consolidated financial condition or consolidated operations of the Company and its consolidated subsidiaries as of such date has materially adversely changed as compared to the consolidated financial condition or consolidated operations of the Company and its consolidated subsidiaries immediately prior to the end of the Availability Period.

“Maturity Date” means the fifth anniversary of the Closing Date (or, if such day is not a Business Day, the immediately following Business Day).

“Minimum Deposit Amount” has the meaning given to that term in the Minimum Deposit Provisions.

“Minimum Deposit Certification” has the meaning given to that term in the Minimum Deposit Provisions.

“Minimum Deposit Provisions” means the provisions regarding deposits into the Collection Account described on Exhibit T to the Custodial and Paying Agency Agreement.

“Minimum Deposit Report” has the meaning given to that term in the Minimum Deposit Provisions.

“Modification” means any extension, renewal, substitution, replacement, supplement, amendment or modification of any agreement, certificate, document, instrument or other writing, whether or not contemplated in the original agreement, document or instrument.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means the mortgage, deed of trust or other instrument, including any Modifications thereto, creating a first or junior lien on or ownership interest in a Mortgaged Property.

Schedule 1-14

“Mortgaged Property” means (i) the underlying real property or interest in real property, whether or not improved by buildings or facilities, and any personal property, fixtures, leases and other property or rights pertaining thereto, securing a mortgage loan, or (ii) with respect to any other type of loan, the collateral securing such loan. The Underlying Collateral for a Loan may include one or more of the collateral types described in clauses (i) or (ii). REO Property does not constitute Mortgaged Property.

“Non-Global Certificated Note” has the meaning given to that term in Section 2.5(a) of the Custodial and Paying Agency Agreement.

“Note Holder” means, with respect to any Purchase Money Note, the Person whose name appears on the Notes Register as the registered holder of such Purchase Money Note.

“Note Holder’s Account” means, as to any Note Holder, the account of such Note Holder specified in writing by such Note Holder to the Collateral Agent and the Paying Agent from time to time.

“Notes Designee” means the Receiver or any successor or permitted assignee of all rights and obligations assigned to the ‘Notes Designee’ under the PA Financing Transaction Documents.

“Notes Register” has the meaning given to that term in Section 2.8(a) of the Custodial and Paying Agency Agreement.

“Notes Registrar” has the meaning given to that term in Section 2.8(a) of the Custodial and Paying Agency Agreement.

“NY UCC” means the Uniform Commercial Code as in effect on the date of the Security Agreement in the State of New York, as amended from time to time, and any successor statute.

“Obligor” means (i) any guarantor of all or any portion of any Loan or all or any of any Borrower’s obligations set forth and described in the Loan Documents or (ii) any other Person (other than the Borrower, the lender(s) and any administrative or other agent) that is obligated pursuant to the Loan Documents with respect to a Loan, and shall include the guarantor under any completion guaranty or similar document.

“OFAC” has the meaning given in Section 6.1(h) of the Security Agreement.

“Office” has the meaning given in Section 6.1(a) of the Custodial and Paying Agency Agreement.

“Organizational Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

Schedule 1-15

“Original Amount” means, with respect to a Purchase Money Note, the stated original principal amount of such Purchase Money Note.

“PA Financing Transaction Documents” means (i) the Custodial and Paying Agency Agreement, the Advance Facility Agreement, the Security Agreement, the Purchase and Assumption Agreement, the Shared-Loss Agreement, the Account Control Agreement, the Purchase Money Notes, the Facility Notes, and any Joinder Agreement or REO Mortgage that may be executed and delivered pursuant to the Security Agreement, and (ii) any and all other agreements, instruments or certificates executed and delivered by any Grantor in connection with the execution and delivery of, or otherwise pursuant to, any of the agreements specified in clause (i).

“Paying Agent” means U.S. Bank Trust Company, National Association, or any successor paying agent that is a Qualified Paying Agent and is acceptable and approved by the Collateral Agent, such approval not to be unreasonably withheld, delayed or conditioned.

“Paying Agent Report” has the meaning given in Section 11.1(a) of the Custodial and Paying Agency Agreement.

“Perfection Requirements” has the meaning given in Section 6.1(e) of the Security Agreement.

“Permitted/Excluded Liens” means the Liens granted to the Collateral Agent pursuant to the PA Financing Transaction Documents and the following Liens (excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Code or by ERISA, any such Lien relating to or imposed in connection with liability under any Environmental Laws, and any such Lien expressly prohibited by any applicable terms of the Security Agreement): (i) any Lien on the Collateral in favor of any Person claiming by, through or under the Failed Bank, to the extent that such Lien secured obligations other than obligations assumed by the Company pursuant to the Purchase and Assumption Agreement, (ii) with respect to any REO Property, (v) leases or subleases granted to third parties, and contracts for the sale of condominiums and cooperative units entered into with third parties, in each case to the extent (if any) permitted under the Security Agreement, (w) Liens or other encumbrances that are excepted on existing policies of title insurance as of the Closing Date, (x) Liens for taxes, assessments or governmental charges not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, so long as (A) such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, and (B) such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Lien, (y) carriers’, warehousemen’s, mechanics’, landlord’s, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, so long as (A) such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, and (B) such contest proceedings conclusively operate to stay the sale of any portion of the Collateral on account of such Lien, or (z) easements, rights-of-way, restrictions, encroachments, and minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the use or proposed used of any Collateral or REO Property or result in a material diminution in the value of any Collateral or REO Property or which are otherwise determined to be acceptable by the Collateral Agent, and (iii) to the extent constituting a Lien, the rights of the Receiver under the Purchase and Assumption Agreement and the Shared-Loss Agreement.

Schedule 1-16

“Permitted Investments” means any one or more of the following obligations or securities having at the time of purchase, or at such other time as might be specified, the required ratings, if any, provided for in this definition:

(i) direct obligations of, or guaranteed as to timely payment of principal and interest by, the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America;

(ii) demand and time deposits in or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, provided that, in the case of obligations that are not fully FDIC-insured deposits, the commercial paper and/or long-term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company) have an Acceptable Investment Rating;

(iii) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving ratings of not less than the highest rating of each Rating Agency rating such obligations;

(iv) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 30 days from the date of acquisition thereof;

(v) mutual funds or money market funds in which investments are limited to the obligations referred to in clauses (i) through (iv) of this definition; and

(vi) with the prior written consent of the Collateral Agent, any other demand, money market or time deposit or other obligation, security or investment.

“Person” means any individual, corporation, partnership (general or limited), limited liability company, limited liability partnership, firm, joint venture, association, joint-stock company, trust, estate, unincorporated organization, governmental or regulatory body or other entity.

“Priority of Payments” has the meaning given in Section 5.1(a) of the Custodial and Paying Agency Agreement.

Schedule 1-17

“Pro Rata Share” means, as of any date of determination, (i) for any Note Holder, a fraction the numerator of which equals the then-outstanding aggregate unpaid principal amount of the Purchase Money Notes registered in the name of such Note Holder according to the Notes Register and the denominator of which equals the then-outstanding aggregate unpaid principal amount of all of the Purchase Money Notes and (ii) for any Lender, a fraction the numerator of which equals the then-outstanding aggregate unpaid principal amount of the Facility Loans held by such Lender according to the Register and the denominator of which equals the then-outstanding aggregate unpaid principal amount of all of the Facility Loans.

“Proceedings” means any suit in equity, action at law or other judicial or administrative proceeding.

“Purchase and Assumption Agreement” means the Purchase and Assumption Agreement, dated as of March 27, 2023, between the Receiver, the FDIC in its corporate capacity and the Company.

“Purchase Money Note” means (i) the Amended and Restated Initial Purchase Money Note (which replaced the Initial Purchase Money Note) or (ii) any note or notes executed upon registration of transfer of, in exchange for, or in lieu of, the Amended and Restated Initial Purchase Money Note or another Purchase Money Note in accordance with the terms of the Custodial and Paying Agency Agreement (as each of the same may be amended, supplemented, restated, or replaced from time to time in accordance with the Custodial and Paying Agency Agreement).

“Purchase Money Notes Distribution Debt Service Account” means a subaccount of the Distribution Account established and maintained with the Paying Agent or with the Account Bank (pursuant to the Custodial and Paying Agency Agreement) for the sole purpose of holding and distributing funds deposited into such account for distribution on the Purchase Money Notes in accordance with the Custodial and Paying Agency Agreement, and bearing, as of the Document Effective Date, the account number indicated on Schedule 2 attached hereto.

“Qualified Custodian” means any Person that (i) is a bank, trust company or title insurance company subject to supervision and examination by any federal or state regulatory authority, (ii) is experienced in providing services of the type required to be performed by the Custodian under the Custodial and Paying Agency Agreement, (iii) is qualified and licensed to do business in each jurisdiction in which the Custodial Documents will be held to the extent required unless and to the extent the failure to be so qualified or licensed will not have a material adverse effect on the Custodian or the ability of the Custodian to perform its obligations under the Custodial and Paying Agency Agreement, (iv) is not prohibited from exercising custodial powers in any jurisdiction in which the Custodial Documents are or will be held, (v) has the facilities to safeguard the Loan Documents and other Custodial Documents, (vi) unless otherwise consented to by Collateral Agent, is not a Grantor or an Affiliate of any Grantor (or of any Servicer with respect to any Grantor) and (vii) has all of its long-term obligations rated at or above investment grade by Moody’s or S&P.

Schedule 1-18

“Qualified Paying Agent” means any Person that (i) is a bank, trust company or title insurance company subject to supervision and examination by any federal or state regulatory authority, (ii) is experienced in providing services of the type required to be performed by the Paying Agent under the Custodial and Paying Agency Agreement, (iii) has the facilities to safeguard the funds deposited in the Debtor Accounts, (iv) unless otherwise consented to by Collateral Agent, is not a Grantor or an Affiliate of any Grantor (or of any Servicer with respect to any Grantor) and (v) has all of its long-term obligations rated at or above investment grade by Moody’s or S&P.

“Rating Agency” means each of Moody’s, S&P, Fitch and such other rating agencies as are nationally recognized.

“Received” has the meaning given in Section 3.1(b) of the Custodial and Paying Agency Agreement.

“Receiver” has the meaning given in the recitals to the Custodial and Paying Agency Agreement.

“Receiver Allonge” means an allonge in the form of Exhibit C to the Security Agreement but with such deviations from such form, approved by the Collateral Agent, as may be required for such form to be sufficient under the applicable Law of the jurisdiction governing the applicable Loan to reflect the assignment and pledge of such Loan.

“Receiver Assignment and Lost Instrument Affidavit” means an instrument in the form of Exhibit D to the Security Agreement but with such deviations from such form, approved by the Collateral Agent, as may be required for such form to be sufficient under the applicable Law of the jurisdiction governing the applicable Loan to reflect the assignment and pledge of such Loan.

“Receiver Facility Disposition” has the meaning given in Section 10.07(e) of the Advance Facility Agreement.

“Receiver Lease Assignments” means, with respect to any lease, an instrument in the form of Exhibit G to the Security Agreement but with such deviations from such form, approved by the Collateral Agent, as may be required for such form to be in recordable form under the applicable Law of the jurisdiction wherein the relevant related Mortgaged Property is located and otherwise sufficient under such applicable Law to reflect the assignment and pledge of such lease.

“Receiver Mortgage Assignment” means, with respect to any Mortgage, an instrument in the form of Exhibit E to the Security Agreement but with such deviations from such form, approved by the Collateral Agent, as may be required for such form to be in recordable form under the applicable Law of the jurisdiction wherein the related Mortgaged Property is located and otherwise sufficient under such applicable Law to reflect the assignment and pledge of the Mortgage.

“Receiver Note Disposition” has the meaning given in Section 2.11(e) of the Custodial and Paying Agency Agreement.

Schedule 1-19

“Receiver Trust Assignment” means, with respect to any deed of trust, an instrument in the form of Exhibit F to the Security Agreement but with such deviations from such form, approved by the Collateral Agent, as may be required for such form to be in recordable form under the applicable Law of the jurisdiction wherein the related Mortgaged Property is located and otherwise sufficient under such applicable Law to reflect the assignment and pledge of such deed of trust.

“Record Date” means, with respect to any Distribution Date or Maturity Date, the Business Day immediately preceding such Distribution Date or Maturity Date, as applicable, for the purpose of determining the Note Holders entitled to receive a payment in respect of principal or other amounts on such Distribution Date or Maturity Date, as applicable.

“Recording Office” means the appropriate recording office of the jurisdiction in which the Mortgaged Property is located with respect to any given Loan (if such Loan is not Acquired Property) or in which the Acquired Property is located.

“Register” has the meaning given in Section 2.07(a) of the Advance Facility Agreement.

“Reimbursable Expenses” means costs and expenses incurred by an Agent, a Note Holder or a Lender which are payable or reimbursable by the Company pursuant to Section 11.2 of the Security Agreement.

“Related Agreement” means (i) any agreement, document or instrument (other than the Loan Note and Underlying Collateral Documents) relating to or evidencing any obligation to pay or securing any Loan (including any equipment lease, letter of credit, bankers’ acceptance, draft, system confirmation of transaction, loan history, affidavit, general collection information, and correspondence and comments relating to any obligation), (ii) any agreement relating to real property or rights in or to any real property (including leases, property or asset management agreements, brokerage agreements, or other agreements granting tenancies, concessions, licenses or other rights of occupancy or use and security deposits related thereto) related specifically only to the Loans, the Underlying Collateral or Acquired Property or any of the foregoing, (iii) any collection or contingency fee, and tax and other service agreements that are specific only to the Loans (or any of them) and that are assignable, (iv) any letter of assurance, letter of credit or similar instrument evidencing an obligation of any Grantor or the Failed Bank that was issued for the benefit of any Person and relates in any way to a Loan or the acquisition, development or construction of any project with respect to which the proceeds of such Loan were used or were intended to be used, and (v) any interest rate swap arrangement between the Borrower and any of the Failed Bank or a Debtor (in each case as the applicable lender, agent or other creditor under the Loan) that relates to any Loan.

“Related Entities” has the meaning given in Section 11.4(a) of the Security Agreement.

“REO Mortgage” means, with respect to each REO Property, a mortgage, deed of trust, trust deed or deed to secure debt securing the Secured Obligations in form suitable for recording in the appropriate public records and otherwise in form and substance satisfactory to the Collateral Agent (which REO Mortgage may, if the Mortgage on the applicable REO Property has not been discharged and if the Collateral Agent agrees, consist of such Mortgage, as assigned to the Collateral Agent and including such modifications thereto as the Collateral Agent may require).

“REO Property” means any real property (and related personal property) included in the Acquired Property.

Schedule 1-20

“Request for Release and Receipt of Custodial Documents” means a notice or instructions in the form of Exhibit H of the Custodial and Paying Agency Agreement.

“Resigning Agent” has the meaning given in Section 9.1 of the Custodial and Paying Agency Agreement.

“Responsible Officer” means the chief executive officer, chief operating officer, chief financial officer, chief accounting officer, treasurer, controller, or any deputy or assistant treasurer of the Company. Any document delivered in accordance with a PA Financing Transaction Document that is signed by a Responsible Officer shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company and/or other action on the part of the Company and a Responsible Officer of the Company shall be conclusively presumed to have acted on behalf of the Company.

“Retention Date” means the date that is the later of (i) six (6) years after the Closing Date and (ii) three (3) years after the later of the satisfaction and discharge of all Secured Obligations in full, the satisfaction and discharge of all Facility Obligations and the termination or expiration of the Commitments.

“Review Procedures” means the review procedures set forth on Exhibit F of the Custodial and Paying Agency Agreement.

“S&P” means S&P Global Ratings and any successor thereto.

“Sale” has the meaning given in Section 5.3(a) of the Security Agreement.

“Second Lien Claimholders” means the holders of the Facility Notes.

“Second Lien Collateral Agent” means the Collateral Agent, together with its successors and assigns in such capacity under an Intercreditor Agreement.

“Second Lien Obligations” means the obligations of the Company under the Facility Note.

“Second Lien Representative” means the Lender, together with its successors and assigns in such capacity under an Intercreditor Agreement.

“Secured Obligations” means (i) (x) all debts, liabilities and obligations of any Grantor under or otherwise in respect of the Facility Loans, the Facility Notes and/or Purchase Money Notes, including on account of principal, interest and any Withholding Tax Gross-Up Payments, (y) without limitation of sub-clause (x), the principal of, and interest, and all other amounts (including any Withholding Tax Gross-Up Payment), payable at any time (or from time to time) by any Grantor under or otherwise in respect of, the Facility Loans, the Facility Notes and/or the Purchase Money Notes, and (z) all other debts, liabilities, obligations, covenants and duties of any Grantor under, or arising under, the Advance Facility Agreement, the Purchase Money Notes and/or the Security Agreement, and (ii) all debts, liabilities, obligations, covenants and duties of any Grantor to any Secured Party (not covered under clause (i)) under, or arising under, any PA Financing Transaction Document, in the case of each of (i) and (ii) whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Grantor of any proceeding under any Debtor Relief Laws naming such Person as a debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

Schedule 1-21

Without limiting the generality of the foregoing, the Secured Obligations of the Grantor under the PA Financing Transaction Documents include (x) the obligation (including guarantee obligations) to pay principal, interest, charges, expenses, fees, costs and other charges of attorneys, indemnities and other amounts payable by any Grantor (A) under the Purchase Money Notes, the Advance Facility Agreement or the Security Agreement or (B) to any Secured Party under any PA Financing Transaction Document and (y) the obligation of any Grantor to reimburse any amount in respect of any of the foregoing that any of the Note Holder, the Lender or the Collateral Agent, in its sole discretion, may elect to pay or advance on behalf of such Grantor. The foregoing notwithstanding, the liabilities and obligations of the Company under the Purchase and Assumption Agreement do not constitute “Secured Obligations”.

“Secured Parties” means, collectively, the Note Holders, the Lender, the Indemnified Parties, FDIC in its corporate capacity, the Paying Agent and the Account Bank. For clarity, the term “Secured Parties” shall not include Participating Holders (as such term is defined in the Purchase Money Note) or Participants (as such term is defined in the Advance Facility Agreement).

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means the Security Agreement, dated as of the Closing Date, among the Company, the Notes Designee, the Collateral Agent and each Grantor.

“Servicer” means, with respect to any specified Person, (i) any other Person retained by such specified Person, or by any Affiliate of such specified Person, to service, manage or administer any of the Loans or any of the Underlying Collateral or Acquired Property, and (ii) any Person retained by any retained Person described in clause (i) to service, manage or administer any of the Loans or any of the Underlying Collateral or Acquired Collateral.

“Servicing Agreement” means each servicing agreement entered into by any Grantor, or any Affiliate of any Grantor, with any Servicer (or by any such Servicer with any other Servicer), in each case with respect to the servicing, management or administration of any of the Loans or any of the Underlying Collateral or Acquired Property.

“Servicing Obligations” means the obligations of the Company set forth in Article III of the Shared-Loss Agreement and, in any event, the obligations of the Company to service the Loans at all times in accordance with usual and prudent business and banking practices, and Customary Servicing Procedures.

“Servicing Records” means all servicing records (including any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records and any other records) relating to or evidencing the servicing of the Loans.

“Shared-Loss Agreement” means the Commercial Shared-Loss Agreement dated as of March 27, 2023 between the Company and the Receiver.

Schedule 1-22

“Shared-Loss Assets” has the meaning given in the Shared-Loss Agreement.

“Shared-Loss Loans” has the meaning given in the Shared-Loss Agreement.

“Site Assessment” has the meaning given in Section 3.2(b) of the Security Agreement.

“Subsidiary” means, with respect to any specified Person, each of (i) any other Person not less than a majority of the overall economic equity in which is owned, directly or indirectly through one of more intermediaries, by such specified Person, and (ii) without limitation of clause (i), any other Person who or which, directly or indirectly through one or more intermediaries, is Controlled by such specified Person (it being understood with respect to clause (i) that a pledge for collateral security purposes of an equity interest in a Person shall not be deemed to affect the ownership of such equity interest by the pledgor so long as such pledgor continues to be entitled, in all material respects, to all the income with respect to such equity interest).

“Supplemental Delivery Certificate” has the meaning given in Section 6.1(d) of the Custodial and Paying Agency Agreement.

“Total Deposits” has the meaning given in the Advance Facility Agreement.

“Transfer Documents” means the endorsements and Receiver Allonges, Receiver Assignment and Lost Instrument and Assignment Affidavits (if applicable), Receiver Mortgage Assignments, Receiver Trust Assignments, Receiver Lease Assignments, deeds, assignment of leases and other documents of assignment, conveyance or transfer required under any applicable Law to evidence the transfer to the Company of the Loans, the Underlying Collateral, the Underlying Collateral Documents and the Acquired Property.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder.

“Underlying Collateral” means any and all real or personal property, whether tangible or intangible or mixed, securing or pledged to secure a Loan, including (i) any account, equipment, guaranty or contract right, equity, partnership or other interest that is the subject of any Underlying Collateral Document and (ii) as the context requires, Acquired Property, whether or not expressly specified.

“Underlying Collateral Document” means any pledge agreement, security agreement, personal, corporate or other guaranty, deed of trust, deed, trust deed, deed to secure debt, mortgage, contract for the sale of real property, assignment, collateral agreement, stock power or other agreement or document of any kind, whether an original or a copy, whether similar to or different from those enumerated, (i) securing in any manner the performance or payment by any Borrower or any Obligor of its obligations or the obligations of any other Borrower or any Obligor under any of the Loans or the Loan Notes evidencing the Loans or (ii) evidencing ownership of any Acquired Property.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction, as amended from time to time.

Schedule 1-23

“United States” and “U.S.” mean the United States of America.

“Warehouse Loans” means Loans to finance a Borrower’s extension of mortgage loans.

“Withholding Tax Gross-Up Payment” means any “Withholding Tax Gross-Up Payment” as defined in the Advance Facility Agreement or any “Withholding Tax Gross-Up Payment” as defined in any Purchase Money Note.

Schedule 1-24

SCHEDULE 2

ACCOUNT NUMBERS

[Omitted.]

Schedule 2-1

EXHIBIT A

[RESERVED]

A-1

EXHIBIT B-1

FORM OF NON-GLOBAL CERTIFICATED NOTE

PURCHASE MONEY NOTE

[Omitted.]

EXHIBIT B-2

FORM OF GLOBAL NOTE

[Omitted.]

EXHIBIT C

[RESERVED]

C-1

EXHIBIT D

[RESERVED]

D-1

EXHIBIT E

FORM OF COLLATERAL CERTIFICATE

[Omitted.]

E-1

EXHIBIT F

REVIEW PROCEDURES

[Omitted.]

F-1

EXHIBIT G

FORM OF SUPPLEMENTAL DELIVERY CERTIFICATE

[Omitted.]

G-1

EXHIBIT H

REQUEST FOR RELEASE AND RECEIPT OF CUSTODIAL DOCUMENTS

[Omitted.]

H-1

EXHIBIT I

REQUEST FOR RELEASE AND RECEIPT OF DEBT AGREEMENTS

[Omitted.]

I-1

EXHIBIT J

FEES OF THE CUSTODIAN

[Omitted.]

J-1

EXHIBIT K

PAYING AGENT REPORT

[Omitted.]

K-1

EXHIBIT L

FORM OF LOST INSTRUMENT AFFIDAVIT

[Omitted.]

L-1

EXHIBIT M

AUTHORIZED REPRESENTATIVES

[Omitted.]

M-1

EXHIBIT N

FORM OF ACCOUNT CONTROL AGREEMENT

[Omitted.]

N-2

EXHIBIT O

[Reserved]

O-1

EXHIBIT P

[Reserved]

P-1

EXHIBIT Q

Form of Distribution Date Report

Distribution Date Report

[Omitted.]

Q-1

EXHIBIT R

FORM OF TRIAL BALANCE REPORT

[Omitted.]

R-1

EXHIBIT S

BIC REQUIREMENTS

[Omitted.]

T-1

EXHIBIT T

MINIMUM DEPOSIT PROVISIONS

Beginning on the first day of each Due Period, all Loan Proceeds Received during that Due Period must be deposited into the Collection Account in accordance with Section 3.1(b) of the Custodial and Paying Agency Agreement until the balance of the Collection Account equals or exceeds (a) one hundred fifty percent (150%) of all amounts reasonably estimated by the Company to be disbursed pursuant to Sections 5.1(a)(i), (ii), (iii) and (vi) of the Custodial and Paying Agency Agreement on the related Distribution Date (i.e., the Distribution Date occurring during the next succeeding Due Period), plus (b) one hundred percent (100%) of all amounts reasonably estimated by the Company to be disbursed pursuant to Sections 5.1(a)(iv), (v) and (vii) of the Custodial and Paying Agency Agreement on the related Distribution Date, Interest Payment Date or Maturity Date, as applicable (i.e., the Distribution Date, Interest Payment Date or Maturity Date occurring during the next succeeding Due Period) (the sum of the estimated disbursements described in clauses (a) and (b) above, the “Minimum Deposit Covered Disbursements”, and the required Collection Account balance, the “Minimum Deposit Amount”).

At any time after the Minimum Deposit Amount for a Due Period is reached, the Company may submit to the Receiver a report, in substantially the form attached hereto as Appendix A (the “Minimum Deposit Report”) showing (i) the amount of deposits into the Collection Account during that Due Period, (ii) the amount of deposits into the Collection Account during prior Due Periods and remaining in the Collection Account, and (iii) the Minimum Deposit Covered Disbursements for the related Distribution Dates. The Receiver will have five (5) Business Days in which to verify the information provided in the Minimum Deposit Report.

If no Event of Default has occurred and is continuing when the Company submits the Minimum Deposit Report to the Receiver, the Debtors may stop depositing Loan Proceeds for the related Due Period into the Collection Account (a “Due Period Deposit Pause”). In addition, if the Company has not received notice from the Receiver that it disagrees, on the basis of an inaccurate estimate or computation, with the Minimum Deposit Report by 9:00 a.m. on the fifth Business Day after receipt by the Receiver of such Minimum Deposit Report, then the Company may instruct the Paying Agent to transfer to an account designated by the Company any excess above the Minimum Deposit Amount reflected in the related Minimum Deposit Report. Notwithstanding the foregoing, if the Company is notified or has knowledge that, at any time, the “Minimum Deposit Amount” included in the related Minimum Deposit Report is less than the actual Minimum Deposit Amount for either related Distribution Date (if determined as of such time) (such shortfall amount, a “Minimum Deposit Shortfall”) for any reason (including, without limitation, withdrawal of funds from the Collection Account by the Company pursuant to the Custodial and Paying Agency Agreement (including Section 3.1(e) thereto) or an increase in the Minimum Deposit Covered Disbursements for such related Distribution Date (including any additional interest payable on Facility Loans issued after the related Minimum Deposit Report)), the Debtors shall promptly deposit (or resume the deposit of all Loan Proceeds Received until they have deposited) an amount equal to the Minimum Deposit Shortfall into the Collection Account.

For the avoidance of doubt, (a) upon the occurrence and continuation of an Event of Default, these Minimum Deposit Provisions do not apply, any Due Period Deposit Pause then in effect is immediately (and without further action) terminated and no Due Period Deposit Pause may be commenced, and (b) Loan Proceeds not required to be remitted to the Collection Account may be retained and used by the Debtors without restriction.

T-2

APPENDIX A

Form of Minimum Deposit Report

[Omitted.]

T-3

Exhibit 10.1

EXECUTION VERSION

ADVANCE FACILITY AGREEMENT

Dated as of March 27, 2023

among

FIRST-CITIZENS BANK & TRUST COMPANY, as Company,

and

FEDERAL DEPOSIT INSURANCE CORPORATION,

AS RECEIVER FOR SILICON VALLEY BRIDGE BANK, NATIONAL ASSOCIATION,

as Lender

TABLE OF CONTENTS

i

ii

SCHEDULES

EXHIBITS

iii

ADVANCE FACILITY AGREEMENT

This ADVANCE FACILITY AGREEMENT (this “Agreement”) is entered into as of March 27, 2023, among FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina state-chartered bank (the “Company”) and FEDERAL DEPOSIT INSURANCE CORPORATION (the “FDIC”), AS RECEIVER OF SILICON VALLEY BRIDGE BANK, NATIONAL ASSOCIATION (in such capacity, “Receiver”), as Lender (together with its successors and permitted assigns in such capacity, the “Lender”) and as initial Collateral Agent (together with any successor Collateral Agent appointed pursuant to the Security Agreement, the “Collateral Agent”).

PRELIMINARY STATEMENTS

WHEREAS, the FDIC has been appointed Receiver for Silicon Valley Bridge Bank, National Association (the “Failed Bank”);

WHEREAS, (i) pursuant to that certain Purchase and Assumption Agreement, the Company purchased certain assets and assumed certain deposit and other liabilities of the Failed Bank, (ii) in connection therewith, the Company requested the Receiver to provide certain purchase money, and other continuing secured, financing, (iii) such purchase money financing was effected by the Receiver’s acceptance of the Initial Purchase Money Note, and (iv) the Receiver is willing to provide the continuing secured financing referenced above, but only on the terms and conditions set forth herein and in the other Facility Loan Documents;

WHEREAS, in connection with the execution and delivery hereof, (i) the Company, the Notes Designee, the Lender and the Collateral Agent are entering into the Security Agreement and (ii) the Company, the Notes Designee, the Collateral Agent, the Custodian and the Paying Agent are entering into the Custodial and Paying Agency Agreement;

WHEREAS, the purpose of the Initial Purchase Money Note was to facilitate the ability of the Company to close the transactions under the Purchase and Assumption Agreement while allowing the Company to preserve its available funds for liquidity purposes;

WHEREAS, in connection with settlement under the Purchase and Assumption Agreement, on the Document Effective Date the Initial Purchase Money Note will be exchanged for and replaced by the Amended and Restated Initial Purchase Money Note to be issued as of the Closing Date;

WHEREAS, the purpose of the Facility Loans is to provide a back-up source of liquidity to ensure the Company’s ability to cover (i) certain deposit withdrawals and (ii) the Company’s obligation to make advances to fund commitments to borrowers under the Commercial Loans, unless and to the extent the Lender, in its sole discretion, agrees to allow borrowings for other purposes or in excess of these amounts; and

WHEREAS, the Facility Loans are and shall be subordinate in right of payment to the Purchase Money Note.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Defined Terms.

Capitalized terms used and not defined herein shall have the meanings given to them in the Custodial and Paying Agency Agreement. As used in this Agreement, the following terms shall have the meanings set forth below:

“Act” has the meaning specified in Section 10.19.

“Additional Collateral” has the meaning given in Section 3.1 of Security Agreement.

“Affiliate” means, with respect to any specified Person, (i) any other Person directly or indirectly Controlling or Controlled by or under common Control with such specified Person, (ii) any Person owning or Controlling ten percent (10%) or more of the outstanding voting securities, voting equity interests, or beneficial interests of the Person specified, (iii) any officer, director, general partner, managing member, trustee, employee or promoter of the Person specified or any Immediate Family Member of such officer, director, general partner, managing member, trustee, employee or promoter, (iv) any corporation, partnership, limited liability company or trust for which any Person referred to in clause (ii) or (iii) acts in that capacity, or (v) any Person who is an officer, director, general partner, managing member, trustee or holder of ten percent (10%) or more of the outstanding voting securities, voting equity interests or beneficial interests of any Person described in clauses (i) through (iv).

“Agreement” means this Advance Facility Agreement.

“Aggregate Value” means, with respect to any Additional Collateral pledged to the Collateral Agent pursuant to the Security Agreement (including Exhibit L thereto), the value ascribed to such Additional Collateral pursuant to such Exhibit L.

“Applicable Interest Rate” means, for any Interest Payment Date, the weighted (by outstanding principal balance on each day) arithmetical average of the Benchmark (i) in the case of the scheduled quarterly interest payments, during the preceding three (3) month period that begins on the tenth (10th) Business Day before the preceding Interest Payment Date (or, with respect to the initial Interest Payment Date, that begins on the Facility Initial Loan Date) and ends on the tenth (10th) Business Day before such Interest Payment Date, and (ii) for the Maturity Date and any unscheduled payment or application of interest, during the 90-day period ending on the tenth (10th) Business Day before the Maturity Date or the date of such payment or application, as applicable, in each case plus twenty-five basis points (0.25)%, but in no event less than the Floor.

“Assignment and Assumption” means an assignment and assumption agreement substantially in the form of Exhibit D or such other form as shall be reasonably acceptable to the Receiver and the Company.

“Assumed Deposit” shall have the meaning given to it in the Purchase and Assumption Agreement.

“Availability Period” means the period commencing on the Closing Date and ending on the earliest to occur of (i) the second anniversary of the Closing Date and (ii) the date on which the Commitment is terminated pursuant to Section 8.02.

2

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. §§101, et seq.).

“Base Rate” means, for any day, a fluctuating rate per annum equal to the Federal Funds Rate in effect on such day plus one quarter of 1% (0.25%), but in no event less than the Floor. Any change in the Base Rate due to a change in the Federal Funds Rate shall take effect at the opening of business on the day specified in the public announcement of such change in the Federal Funds Rate.

“Base Rate Loan” means a Facility Loan that bears interest based on the Base Rate.

“Benchmark” means initially, Daily Simple SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Daily Simple SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate.

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (i) the alternate benchmark rate that has been selected by the Lender giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Lender giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

3

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein solely to the extent such event applies to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark solely to the extent that a public statement or publication of information set forth above has occurred with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Borrower” means any borrower with respect to any Commercial Loan.

“Borrowing Base” means, as of any date of determination, an amount equal to:

4

(i) the aggregate unpaid principal balance of, and up to 60 days’ accrued but unpaid interest on, all of the Loans (including Unfunded Failed Bank Commitments Disbursed) that are then subject to the lien of the Security Agreement as “Collateral” under the Security Agreement (other than (x) Foreign Loans and (y) any Loans that have become REO Property as of such date), plus (ii) the aggregate unpaid principal balance of, and up to 60 days’ accrued but unpaid interest on, all of the Foreign Loans (including Unfunded Failed Bank Commitments Disbursed) that are then subject to the lien of the Security Agreement as “Collateral” under the Security Agreement and as to which the Company has (x) notified the Receiver and the Collateral Agent of the Company’s election to have such Foreign Loans included in the Borrowing Base, (y) included such Foreign Loans in the aggregate reporting on the Borrowing Base in all Facility Loan Certificates delivered following such notice and (z) satisfied the requirements of Section 3.7(d) of the Security Agreement, plus

(iii) the aggregate value (which shall be the fair market value determined by the Company in good faith and reviewed and accepted by the Collateral Agent) of REO Property that is then subject to the lien of the Security Agreement as “Collateral” under the Security Agreement (other than REO Property whose Site Assessment determines there are material Environmental Hazards, whether actual or reasonably threatened) and as to which the Company has (x) notified the Receiver and the Collateral Agent of the Company’s election to have such REO Property included in the Borrowing Base, (y) included such REO Property in the aggregate reporting on the Borrowing Base in all Facility Loan Certificates delivered following such notice and (z) satisfied the requirements of Section 7.11 of the Security Agreement, plus

(iv) the Aggregate Value of, and up to 60 days’ accrued but unpaid interest on (if applicable), all Additional Collateral that is then subject to the lien of the Security Agreement as “Collateral” under the Security Agreement (other than such Additional Collateral consisting of real property whose Site Assessment determines there are material Environmental Hazards, whether actual or reasonably threatened) and as to which the Company satisfied the requirements of Section 3.8 of the Security Agreement, minus

(v) the aggregate outstanding principal balance of the Purchase Money Notes, minus

(vi) the aggregate outstanding principal balance of the Facility Notes (immediately prior to the issuance of any Facility Loan on such date), minus

(vii) accrued and unpaid interest (including Default Interest) and any other amounts due and owing by the Company under the Purchase Money Notes and the Facility Notes.

“Closing” means the consummation of the purchase of certain assets of the Failed Bank contemplated by Section 3.1 of the Purchase and Assumption Agreement.

“Closing Date” means March 27, 2023.

“Closing Date Assumed Deposit Schedule” means the schedule mutually agreed upon by the Company and the Lender and available, to designated employees of the Paying Agent and the Company, in a “Venue” data room provided by Donnelly Financial Solutions and identified as: First Citizens Bank – 11063, JPMorgan Chase Bank, National Association – 628, within the folder entitled “SVB Collateral”.

“Closing Date Loan Schedule” means the Loan Schedule, as defined in the Custodial and Paying Agent Agreement.

“Code” means the United States Internal Revenue Code of 1986, together with the regulations promulgated thereunder, as may be amended from time to time.

“Collateral” has the meaning given in Section 3.1 of Security Agreement.

5

“Collateral Agent” means the Person serving as the “Collateral Agent” from time to time pursuant to Article X of the Security Agreement. Until the effectiveness of its resignation or replacement in accordance with Article X of the Security Agreement, the Receiver is the Collateral Agent.

“Commercial Loan” means the commercial loans on the Closing Date Loan Schedule, including for clarity all Unfunded Failed Bank Commitments prior and subsequent to their funding by the Company.

“Commercial Loan Documents” means all documents, agreements, certificates, instruments and other writings (including all Underlying Collateral Documents) now or hereafter executed by or delivered or caused to be delivered by any Borrower, any Obligor or any other obligor evidencing, creating, guaranteeing or securing, or otherwise executed or delivered in respect of, all or any part of a Commercial Loan or any Acquired Property or evidencing any transaction contemplated thereby (including, for this purpose, title insurance policies and endorsements thereto), and all Modifications thereto.

“Commercial Note” means each note or promissory note, lost instrument affidavit, loan agreement, shared credit or commercial loan participation agreement, intercreditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing the indebtedness of a borrower under a Commercial Loan, and all Modifications to the foregoing.

“Commitment” means the amount set forth on Schedule 1.01 under the caption “Commitment,” as such amount may be adjusted from time to time in accordance with this Agreement.

“Company” has the meaning specified in the introductory paragraph to this Agreement.

“Company Account” means the account of the Company in the United States specified as such in writing by the Company to the Lender from time to time.

“Conforming Changes” means, with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the addition of a concept of “interest period”, the timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Lender decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of this Agreement).

“Control” (including the phrases “Controlled by” and “under common Control with”) when used with respect to any specified Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or interests, by contract or otherwise.

6

“Custodial and Paying Agency Agreement” means the Custodial and Paying Agency Agreement, dated as of the Closing Date, by and among the Company, the Notes Designee, the Collateral Agent, the Custodian and the Paying Agent.

“Debtor Relief Laws” means FIRREA, the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, states, commonwealths, territories, laws of other nations or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate being established by the SOFR Administrator in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if any such convention is not administratively feasible for the Collateral Agent, then the Collateral Agent may establish another convention in its reasonable discretion.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would constitute an Event of Default.

“Default Rate” means, at any date of determination and to the fullest extent permitted by applicable Law, an interest rate equal to (i) the interest rate otherwise applicable to the Facility Loans on such date, plus (ii) 2.0% per annum.

“Document Effective Date” means November 20, 2023.

“Dollar”, “Dollars” and “$” mean lawful money of the United States.

“DTC Eligible” means eligible for deposit at DTC and for trading through DTC’s book-entry system.

“Electronic Version” means, with respect to any specified report or other document, an electronic version of such report or document in the Microsoft Excel file format (i.e., an .xls file) that is unencrypted, unprotected and freely modifiable and exportable by the recipient(s) of such report or other document.

“Event of Default” has the meaning given to that term in Section 4.1 of the Security Agreement.

“Facility Collateral Documents” means (i) the Custodial and Paying Agency Agreement, the Security Agreement, the Account Control Agreement, and any Joinder Agreement, securities account control agreement or REO Mortgage that may be executed and delivered pursuant to the Security Agreement, and (ii) any and all other agreements and instruments executed and delivered by any Grantor in connection with the execution and delivery of, or otherwise pursuant to, any of the agreements specified in clause (i) and that (x) creates or purports to create a Lien or guarantee in favor of the Collateral Agent or (y) specifies that it is a “Facility Collateral Document” for purposes of this Agreement.

“Facility Initial Loan Date” means the date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01 and the initial Facility Loan is made pursuant to Section 2.02(a).

7

“Facility Loan” has the meaning specified in Section 2.01.

“Facility Loan Certificate” has the meaning specified in Section 2.02(a).

“Facility Loan Date” means each date on which a Facility Loan is made to the Company pursuant to Sections 2.01 and 2.02, which shall be a Business Day.

“Facility Loan Documents” means (i) this Agreement, the Facility Notes (if any), the Custodial and Paying Agency Agreement, the Security Agreement, the Account Control Agreement, and any Joinder Agreement, securities account control agreement or REO Mortgage that may be executed and delivered pursuant to the Security Agreement, and (ii) any and all other agreements, certificates or instruments executed and delivered by any Grantor in connection with the execution and delivery of, or otherwise pursuant to, any of the agreements specified in clause (i), provided that neither the Purchase Money Notes nor the Purchase and Assumption Agreement constitutes a Facility Loan Document.

“Facility Loan Limitations” means, with respect to any particular requested Facility Loans, the following limitations:

“Facility Note” means a promissory note of the Company payable to the Lender or its permitted registered assigns in substantially the form of Exhibit B-1 or Exhibit B-2 hereto, as applicable, evidencing the Facility Loans.

“Facility Loan Notice” means a notice of a Facility Loan request substantially in the form of Exhibit A.

“Facility Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Grantor arising under any Facility Loan Document or otherwise with respect to any Facility Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Grantor or Subsidiary of the Company of any Insolvency Proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Facility Obligations of the Grantors under the Facility Loan Documents include (a) the obligation (including guarantee obligations) to pay principal, interest, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Grantor under any Facility Loan Document and (b) the obligation of any Grantor to reimburse any amount in respect of any of the foregoing that the Lender, in its sole discretion, may elect to pay or advance on behalf of such Grantor.

8

“Failed Bank” has the meaning specified in the recitals hereto.

“FDIC” has the meaning specified in the introductory paragraph hereto.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average (rounded upward, if necessary, to the nearest multiple of 1/100 of 1%) of the quotations for the day of such transaction received by the Lender from three federal funds brokers of recognized standing reasonably selected by it.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, Pub. L. 101-73, 103 Stat. 183.

“Floor” means a rate of interest equal to 0.00%.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Governmental Authority” means (i) any United States or non-United States national, federal, state, local, municipal, provincial or international government or any political subdivision of any thereof or (ii) any governmental, regulatory or administrative authority, agency or commission, or judicial or arbitral body of any of the foregoing described in clause (i).

“Grantor” and “Grantors” have the meanings set forth in the introductory paragraph to the Security Agreement.

“Immediate Family Member” means, with respect to any individual, his or her spouse, parents, parents-in-law, grandparents, descendants, nephews, nieces, brothers, sisters, brothers-in-law, sisters-in-law, children (whether natural or adopted), children-in-law, stepchildren, grandchildren and grandchildren-in-law.

“Indemnified Liabilities” has the meaning set forth in Section 9.07.

“Indemnified Parties” has the meaning given in Section 11.4 of the Security Agreement.

“Insolvency Event” means, with respect to any specified Person, the occurrence of any of the following events:

(i) the specified Person makes a general assignment for the benefit of creditors;

(ii) the specified Person files a voluntary petition for relief in any Insolvency Proceeding;

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(iii) the specified Person is adjudged bankrupt or insolvent or there is entered against the specified Person an order for relief in any Insolvency Proceeding;

(iv) the specified Person files a petition or answer seeking for the specified Person any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any Law;

(v) a trustee, receiver or liquidator is appointed in respect of such Person or all or any substantial part of such Person’s properties, or such Person seeks or consents to such appointment;

(vi) the specified Person files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the specified Person in any proceeding described in clauses (i) through (v) above;

(vii) such Person is “critically undercapitalized”, as such term is defined in Section 1831(o)(b)(1)(E) of Title 12 of the United States Code.

(viii) the specified Person becomes unable to pay its obligations as they become due or the sum of such specified Person’s debts is greater than all of such Person’s property, at a fair valuation;

(ix) at least sixty (60) days have passed following the commencement of any proceeding against the specified Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Law, and such proceeding has not been dismissed; or

(x) the specified Person is the subject of a proceeding under FIRREA.

“Insolvency Proceeding” means any proceeding under any Debtor Relief Law.

“Interest Payment Date” means (i) the Distribution Date in April, July, October and January, commencing no earlier than the month following the date on which the initial Facility Loan is made and (ii) the Maturity Date.

“Joinder Agreement” means an agreement substantially in the form of Exhibit A to the Security Agreement.

“Law” means any applicable statute, law, ordinance, regulation, rule, code, injunction, judgment, decree or order (including any executive order) of any Governmental Authority.

“Lender” has the meaning given to it in the preamble to this Agreement.

“Lender’s Account” means the account of the Lender specified in writing by the Lender to the Company and the Paying Agent from time to time.

“Lien” means any mortgage, deed of trust, pledge, security interest, charge, restriction on or condition to transfer, voting or exercise or enjoyment of any right or beneficial interest, option, right of first refusal, easement, covenant, restriction and any other lien, claim or encumbrance of any nature whatsoever.

“Material Adverse Effect” means any event, circumstance, development, change or effect (“effect”) that, individually or in the aggregate with all other effects, is or would be materially adverse to (i) the business, operations, assets or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, (ii) the ability of the Grantors to perform their obligations under the Facility Loan Documents or (iii) the rights and remedies of the Lender under the Facility Loan Documents.

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“Maturity Date” means March 27, 2028.

“Maximum Rate” has the meaning specified in Section 10.10.

“Modification” means any extension, renewal, substitution, replacement, supplement, amendment or modification of any agreement, certificate, document, instrument or other writing, whether or not contemplated in the original agreement, document or instrument.

“Net Decline” means, for the purpose of any Facility Loan requested by delivery of a Facility Loan Notice to the Lender pursuant to Section 2.02(a), and with respect to Assumed Deposits, an amount (not less than zero) equal to (i) Assumed Deposits determined as of the date of such Facility Loan Notice, minus (ii) Assumed Deposits determined as of the Closing Date.

“Non-U.S. Lender” has the meaning specified in Section 3.01(c).

“Notes Designee” means the Receiver, or such other Person (including the FDIC in its corporate capacity) as may be designated to constitute the “Notes Designee” in accordance with the Custodial and Paying Agency Agreement.

“Obligor” means (i) any guarantor of all or any portion of any Commercial Loan or all or any of any Borrower’s obligations set forth and described in the Commercial Loan Documents or (ii) any other Person (other than the Borrower, the lender(s) and any administrative or other agent) that is obligated pursuant to the Commercial Loan Documents with respect to a Commercial Loan, and shall include the guarantor under any completion guaranty or similar document.

“Organizational Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning specified in Section 3.01(a).

“Participant” has the meaning specified in Section 10.07(d).

“Person” means any individual, corporation, partnership (general or limited), limited liability company, limited liability partnership, firm, joint venture, association, joint-stock company, trust, estate, unincorporated organization, governmental or regulatory body or other entity.

“Purchase and Assumption Agreement” means the Purchase and Assumption Agreement, dated as of March 27, 2023, among the Receiver, the FDIC and the Company.

“Receiver” has the meaning specified in the recitals hereto.

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“Reference Time” means with respect to any setting of the then-current Benchmark, the time determined by the Lender in its reasonable discretion.

“Register” has the meaning specified in Section 2.07(a).

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Security Agreement” means the Security Agreement, dated as of the Closing Date, among the Company, the Notes Designee, the Collateral Agent and each Grantor.

“Servicer” means, with respect to any specified Person, (i) any other Person retained by such specified Person, or by any Affiliate of such specified Person, to service, manage or administer any of the Commercial Loans or any of the Underlying Collateral or Acquired Property, and (ii) any Person retained by any retained Person described in clause (i) to service, manage or administer any of the Commercial Loans or any of the Underlying Collateral or Acquired Collateral.

“Shared-Loss Agreement” means the Commercial Shared-Loss Agreement dated as of March 27, 2023 between the Company and the Receiver.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Specified Agent-Related Persons” means the Specified Agent, together with its respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Specified Agent” means, collectively, the Collateral Agent, and each co-agent or sub-agent appointed by it from time to time pursuant to the Security Agreement.

“Taxes” has the meaning specified in Section 3.01.

“Transactions” means, collectively, the transactions consummated pursuant to the terms of the PA Financing Transaction Documents.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Underlying Collateral” means any and all real or personal property, whether tangible or intangible or mixed, securing or pledged to secure a Commercial Loan, including (i) any account, equipment, guaranty or contract right, equity, partnership or other interest that is the subject of any Underlying Collateral Document and (ii) as the context requires, Acquired Property, whether or not expressly specified.

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“Underlying Collateral Document” means any pledge agreement, security agreement, personal, corporate or other guaranty, deed of trust, deed, trust deed, deed to secure debt, mortgage, contract for the sale of real property, assignment, collateral agreement, stock power or other agreement or document of any kind, whether an original or a copy, whether similar to or different from those enumerated, (i) securing in any manner the performance or payment by any Borrower or any Obligor of its obligations or the obligations of any other Borrower or any Obligor under any of the Commercial Loans or the Commercial Notes evidencing the Commercial Loans or (ii) evidencing ownership of any Acquired Property.

“Unfunded Failed Bank Commitment” means the obligation of the Company assumed from the Failed Bank to fund a Commercial Loan following the Closing Date pursuant to the terms of the Commercial Loan Documents, identified as such on the Closing Date Loan Schedule and expressed in Dollars.

“Unfunded Failed Bank Commitments Disbursed” means, as of any date of determination, the sum (without duplication) of (i) the aggregate principal amount of Unfunded Failed Bank Commitments funded by the Company prior to such date plus (ii) the aggregate principal amount of Unfunded Failed Bank Commitments required to be funded by the Company on or within 5 Business Days following such date.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction, as amended from time to time.

“United States” and “U.S.” mean the United States of America.

SECTION 1.02. Other Interpretive Provisions.

This Agreement and Schedule 1 to the Custodial and Paying Agency Agreement shall be construed and interpreted in accordance with the following.

(a) References to “Affiliates” include, with respect to any specified Person, only such other Persons which from time to time constitute “Affiliates” of such specified Person, and do not include, at any particular time, other Persons that may have been, but at such time have ceased to be, “Affiliates” of such specified Person, except to the extent that any such reference specifically provides otherwise.

(b) The term “or” is not exclusive.

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

(d) References to any document, instrument or agreement (including this Agreement) (a) shall be deemed to include all appendices, exhibits, schedules and other attachments thereto and all documents, instruments or agreements issued or executed in replacement thereof, and (b) shall mean such document, instrument or agreement, or replacement thereto, as amended, modified and supplemented from time to time in accordance with its terms and as the same is in effect at any given time.

(e) Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

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(f) The words “include” and “including” and words of similar import are not limiting, and shall be construed to be followed by the words “without limitation,” whether or not they are in fact followed by such words.

(g) The word “during” when used with respect to a period of time shall be construed to mean commencing at the beginning of such period and continuing until the end of such period.

(h) Unless the context otherwise requires, singular nouns and pronouns when used herein shall be deemed to include the plural and vice versa and impersonal pronouns shall be deemed to include the personal pronoun of the appropriate gender.

SECTION 1.03. Accounting Terms.

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein.

SECTION 1.04. Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.05. Timing of Payment of Performance.

When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be.

ARTICLE II

THE COMMITMENTS AND FACILITY LOANS

SECTION 2.01. The Facility Loans.

Subject to the terms and conditions set forth herein, the Lender agrees to make revolving loans to the Company on any Facility Loan Date during the Availability Period as requested by the Company pursuant to Section 2.02(a) from time to time (each such loan, a “Facility Loan”) in a principal amount for such Facility Loan requested not to exceed the unused Commitment. In addition to the limitation set forth in the preceding sentence, each Facility Loan shall comply with the Facility Loan Limitations.

For the avoidance of doubt, amounts borrowed under this Section 2.01 and repaid or prepaid may be reborrowed.

The Company may, at any time, irrevocably terminate all (or any portion) of the Commitment by notice to such effect to the Lender.

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SECTION 2.02. Borrowing of Facility Loans.

(a) Each Facility Loan must be requested pursuant to the Company’s delivery of a Facility Loan Notice, properly completed and signed by a Responsible Officer of the Company, to the Lender (with a copy to the Paying Agent). Each Facility Loan Notice must specify:

and must be accompanied by a certificate (a “Facility Loan Certificate”) duly executed by a Responsible Officer of the Company, specifying in detail and certifying, (A) that such Facility Loan complies with the Facility Loan Limitations and (B) the Company’s calculation of:

in each case determined as of the date of such Facility Loan Certificate, with Schedule A to the Facility Loan Certificate being supplied as an Electronic Version, and provided that aggregate figures shall be sufficient for purposes of the Facility Loan Certificate.

(b) Following receipt of a Facility Loan Notice (accompanied by a Facility Loan Certificate) in accordance with Section 2.02(a), and upon satisfaction of the applicable conditions set forth in this Section 2.02(b), in Section 4.02 and, in the case of the initial Facility Loan, in Section 4.01, the Lender shall make the amount of the Facility Loan specified in such Facility Loan Notice available to the Company in immediately available funds by wire transfer to the Company Account on the Facility Loan Date requested in such Facility Loan Notice:

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SECTION 2.03. Prepayments and Repayments.

(a) Optional. The Company may, upon prior written notice as specified below, from time to time (i) on any Distribution Date or (ii) on the 1st day of any month, voluntarily prepay the Facility Loans in whole or in part without premium or penalty; provided, however, in connection with and from the date of any Receiver Facility Disposition, the Receiver may determine (in its sole discretion) that voluntary prepayments shall only be permitted on the 15th day of each month. Any prepayment, in whole or in part, may only be made (i) in the case of prepayment on a Distribution Date, by written notice to the Paying Agent and Lender through the Distribution Date Report for the related Distribution Date, specifying the Distribution Date on which such prepayment shall occur and, in the case of a prepayment in part, the amount thereof, or (ii) otherwise, by written notice to the Paying Agent and Lender given at least five (5) Business Days prior to the date of such prepayment, specifying the date of such prepayment, and, in the case of a prepayment in part, the amount of prepayment thereof. Any notice of prepayment of the Facility Loans, whether in whole or in part, shall be irrevocable. The Company shall deposit with the Paying Agent the full amount of any voluntary prepayment of the Facility Loans in accordance with the Custodial and Paying Agency Agreement.

(b) Mandatory. The Facility Loans shall mandatorily be prepaid in accordance with Section 5.1 of the Custodial and Paying Agency Agreement.

(c) Maturity Date. The Company shall repay all outstanding Facility Loans in full on the Maturity Date.

SECTION 2.04. [Reserved].

SECTION 2.05. Interest.

(a) Subject to the provisions of Sections 2.05(c), 3.02 and 3.03, each Facility Loan shall bear interest, for any day, at a per annum rate equal to the Applicable Interest Rate.

(b) Interest on each Facility Loan shall be due and payable in arrears on each Interest Payment Date, including the Maturity Date. Interest due and payable on each Facility Loan on each Interest Payment Date shall include all interest accrued up to and including the day before such Interest Payment Date. Interest hereunder shall accrue, and be due and payable, in accordance with the terms hereof both before and after judgment, and before and after the commencement of any Insolvency Proceeding.

(c) Notwithstanding anything to the contrary herein or in any other Facility Loan Document, to the fullest extent permitted by applicable Law, to the extent accrued interest on the Facility Loans is not paid in full on any Interest Payment Date, or the principal of the Facility Loans, or any other amount payable by the Company hereunder, is not paid when due, such overdue amount will (without limitation of the rights or remedies of the Lender or the Collateral Agent with respect to such default) accrue interest (both before and after judgment, and before and after the commencement of any Insolvency Proceeding) at the Default Rate until all such overdue amounts (and interest thereon) are paid.

(d) Notwithstanding anything to the contrary herein or in any other Facility Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Facility Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Company without any amendment to this Agreement or any other Facility Loan Document, or further action or consent of the Company.

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(e) In connection with the use, administration, adoption or implementation of a Benchmark or Benchmark Replacement, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Facility Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of the Company or any other party to this Agreement or any other Facility Loan Document.

(f) The Lender will promptly notify the Company of (i) the implementation of a Benchmark or any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark or any Benchmark Replacement. Any determination, decision or election that may be made by the Lender pursuant to this Section 2.05 (or pursuant to any capitalized term used in this Section 2.05 or in any such capitalized term) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from the Company or any other party to this Agreement or any other Facility Loan Document.

SECTION 2.06. Computation of Interest and Fees.

All computations of fees and interest shall be calculated on the basis of a year of 365 or 366 days and the actual number of days elapsed. Interest shall accrue on each Facility Loan for the day on which the Facility Loan is made, and shall not accrue on a Facility Loan, or any portion thereof, for the day on which the Facility Loan or such portion is paid. Each determination by the Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error, and shall be notified by the Lender to the Company pursuant to Section 2.15 of the Custodial and Paying Agency Agreement.

SECTION 2.07. Evidence of Indebtedness.

(a) The Facility Loans shall be evidenced by one or more entries in the electronic register maintained by the Lender (the “Register”), acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as a non-fiduciary agent for the Company in the ordinary course of business in accordance with Section 10.07(c). The Register shall be conclusive, absent manifest error of the amount of the Facility Loans made to the Company and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company hereunder to pay any amount owing with respect to the Facility Obligations. Upon the request of the Lender, the Company shall execute and deliver to the Lender (or, if such Facility Note is to be registered, to the Notes Registrar) a properly completed Facility Note payable to the Lender, which shall evidence the Facility Loans in addition to the Register. The Lender (or the Notes Registrar, if such Facility Note is held by the Notes Registrar) may attach schedules to the Facility Notes and endorse thereon the date, amount and maturity of its Facility Loans and payments made with respect thereto.

(b) Entries made in good faith by the Lender in the Register shall be conclusive, absent manifest error of the amount of principal and interest due and payable or to become due and payable from the Company to the Lender, under this Agreement and the other Facility Loan Documents; provided that the failure of the Lender to make an entry, or any finding that an entry is incorrect, in the Register shall not limit or otherwise affect the obligations of the Company under this Agreement and the other Facility Loan Documents.

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SECTION 2.08. Payments Generally.

All payments to be made by the Company shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except to the extent that any such payments are made through distributions in accordance with Section 5.1 of the Custodial and Paying Agency Agreement, all payments by or on behalf of the Company hereunder shall be made to the Lender at its Lender’s Account, in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. All payments received by the Lender after 2:00 p.m. shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

SECTION 2.09. [Reserved].

SECTION 2.10. Subordination of Facility Notes.

Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC or any other applicable Law or the Second Lien Loan Documents or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the First Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency Event has been commenced by or against the Company or any other Grantor, each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, hereby agrees that:

(a) any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of any First Lien Representative, any First Lien Collateral Agent or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and

(b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Representative, any Second Lien Collateral Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

SECTION 3.01. Taxes.

(a) The Company agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Facility Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Facility Loan Document (hereinafter referred to as “Other Taxes”).

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(b) The Company agrees to indemnify each Specified Agent and the Lender for (i) the full amount of Other Taxes (including any Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid by such Specified Agent and the Lender and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that such Specified Agent or the Lender, as the case may be, provides the Company with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(b) shall be made within thirty (30) days after the date the Lender or such Specified Agent makes a demand therefor.

(c) If the Lender (or any transferee of the Lender) is not a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States (or any jurisdiction thereof), or any estate or trust that is subject to federal income taxation regardless of the source of its income (a “Non-U.S. Lender”), the Non-U.S. Lender shall deliver to the Company and the Lender two copies of either U.S. Internal Revenue Service Form W-8BEN-E, Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code, with respect to payments of “portfolio interest” a U.S. Tax Compliance Certificate substantially in the form of Exhibit C and a Form W-8BENE or Form W-8BEN or, in either case, any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender. Such forms shall be delivered by such Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, a Non-U.S. Lender shall deliver such forms promptly upon the obsolescence, expiration, or invalidity of any form previously delivered by such Non-U.S. Lender. A Non-U.S. Lender shall promptly notify the Company at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Company (or any other form of certification adopted by the United States taxing authorities for such purpose). Notwithstanding any other provision of this Section 3.01(c), (i) a Non-U.S. Lender shall not be required to deliver any form pursuant to this Section 3.01(c) that such Non-U.S. Lender is not legally able to deliver, and (ii) the completion, execution and submission of such documentation shall not be required if in the Non-U.S. Lender’s reasonable judgment such completion, execution or submission would subject such Non-U.S. Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Non-U.S. Lender.

SECTION 3.02. Illegality.

If, for any day, the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable lending office to make, maintain or fund Facility Loans bearing interest based on the Applicable Interest Rate, or to determine or charge interest rates based upon the Applicable Interest Rate, then, on notice thereof by the Lender to the Company, any obligation of the Lender to make Facility Loans bearing interest based on the Applicable Interest Rate shall be suspended until the Lender notifies the Company that the circumstances giving rise to such determination no longer exist (such notice not to be conditioned or unreasonably withheld or delayed). Upon receipt of such former notice, all Facility Loans of such shall automatically be converted to Base Rate Loans.

SECTION 3.03. Inability to Determine Applicable Interest Rates.

If, for any day, the Lender determines that for any reason adequate and reasonable means do not exist for determining the Applicable Interest Rate, or that the Applicable Interest Rate does not adequately and fairly reflect the cost to the Lender of funding or maintaining Facility Loans, the Lender will promptly so notify the Company. Thereafter, the obligation of the Lender to make or maintain Facility Loans bearing interest based on the Applicable Interest Rate shall be suspended until the Lender revokes such notice (such revocation not to be conditioned or unreasonably withheld or delayed). Upon receipt of such former notice, all Facility Loans shall automatically be converted to Base Rate Loans.

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SECTION 3.04. [Reserved.]

SECTION 3.05. Matters Applicable to All Requests for Compensation.

(a) Any Specified Agent or the Lender claiming compensation under this Article III shall deliver a certificate to the Company setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Specified Agent or the Lender may use any reasonable averaging and attribution methods.

(b) With respect to the Lender’s claim for compensation under this Article III, the Company shall not be required to compensate the Lender for any amount incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Company of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 3.06. Survival.

All of the Company’s obligations under this Article III shall survive termination of the Commitment and repayment of all other Facility Obligations hereunder.

ARTICLE IV

CONDITIONS TO FACILITY LOANS

SECTION 4.01. Conditions to Initial Facility Loan.

The obligation of the Lender to make the initial Facility Loan hereunder is subject to satisfaction of the following conditions precedent:

(a) The Lender’s receipt of the following, each of which shall be originals or facsimile or PDF copies (followed promptly by originals) unless otherwise specified, each in form and substance reasonably satisfactory to the Lender and its legal counsel:

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(b) All fees and expenses required to be paid hereunder and invoiced before the Document Effective Date shall have been paid in full in cash.

(c) There shall not exist any judgment, order, injunction or other restraint prohibiting or, in the Receiver’s reasonable discretion, reasonably threatening the consummation of the Transactions.

SECTION 4.02. Conditions to All Facility Loans.

In addition to and not in limitation of the conditions precedent set forth in Section 4.01, the obligation of the Lender to honor any Facility Loan Notice is subject to the satisfaction of the following additional conditions precedent:

(a) The Lender shall have received a related Facility Loan Notice (accompanied by a related Facility Loan Certificate) in accordance with Section 2.02(a);

(b) no Default or Event of Default shall exist, or would result from such proposed Facility Loan or from the application of the proceeds therefrom;

(c) the representations and warranties of the Company contained in Article V or any other Facility Loan Document shall be true and correct in all material respects on and as of such Facility Loan Date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Change” or similar language shall be true and correct in all respects on and as of such date subject to any such qualification; and

(d) the Facility Loan complies with the requirements of Section 2.02.

Each Facility Loan Notice submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in this Section 4.02 (and, with respect to the initial Facility Loan, in Section 4.01) have been satisfied on and as of the date of the applicable Facility Loan.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Lender that:

SECTION 5.01. Financial Reporting.

(a) The audited financial statements delivered pursuant to Section 7.13(c)(i) of the Security Agreement fairly present the consolidated financial condition of the Company’s sole shareholder and its Subsidiaries and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout such period, except as otherwise noted therein.

(b) The unaudited financial statements delivered pursuant to Section 7.13 (c)(ii) of the Security Agreement present the consolidated financial condition of the Company’s sole shareholder and its Subsidiaries and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout such period, except as otherwise noted therein (subject to normal year-end audit adjustments and the absence of footnotes).

SECTION 5.02. Litigation.

To the knowledge of the Company, there are no actions, suits, proceedings, claims or disputes pending or threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or (except as previously notified by the Company to the Lender) against the Company or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any Facility Loan Document or any other PA Financing Transaction Document, (b) are reasonably likely to enjoin or result in a material judgement in respect of any of the Transactions or (c) either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

SECTION 5.03. Taxes.

The Company and its Subsidiaries have filed all Federal and state and other material tax returns and reports required to be filed (and, with respect to Federal and state and other tax returns and reports required to be filed on or before the Document Effective Date, such returns and reports shall be filed within thirty (30) days of the Document Effective Date), and have paid all Federal and state and other material taxes, assessments, fees and other governmental charges levied or imposed after the Document Effective Date upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

ARTICLE VI

AFFIRMATIVE COVENANTS

SECTION 6.01. Certificates; Other Information.

The Company shall, within thirty (30) Business Days of the Document Effective Date, deliver to the Lender (i) evidence that (x) all insurance required to be maintained by Company pursuant to the Facility Loan Documents has been obtained and is in effect and (y) without limiting the generality of sub-clause (x), to the extent required under the Facility Loan Documents, the Collateral Agent, the Lender and the Note Holders have been named as loss payee and/or additional insured under each insurance policy with respect to such insurance and (ii) copies of Uniform Commercial Code, tax and judgment lien searches, bankruptcy, and pending lawsuit searches or equivalent reports or searches, each of a recent date in each jurisdiction relevant to the Company, all as reasonably requested by the Lender.

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SECTION 6.02. Use of Proceeds.

The proceeds of the Facility Loans shall be used by the Company to provide liquidity required by the Company to the extent of its funding of Unfunded Failed Bank Commitments or Net Declines in Assumed Deposits in accordance with Sections 2.02(a) and (b).

SECTION 6.03. Books and Records; Compliance Reviews.

(a) The Company shall keep and maintain, or cause to be kept and maintained, at all times, a complete and accurate set of books and records regarding the Borrowing Base and any calculation set forth in any Facility Loan Certificate, provided that the Company shall not be responsible for any omission or inaccuracy of such books or records with respect to information prior to the Closing Date that would not have been discovered and corrected as of the applicable date by a prudent financial institution. The Company shall cause all of the books and records described in the preceding sentence to be maintained and retained until the Retention Date. The Company shall make all such books and records available (including to make copies of and extracts from the same) for inspection by the Lender or its representatives (including any Governmental Authority) and agents (including any independent contractors) at the offices of the Company at reasonable times during normal business hours on any Business Day, in each instance upon not less than two (2) Business Days’ prior notice to the Company (unless an Event of Default shall have occurred and be continuing, in which case no prior notice is required). Upon request by the Lender, the Company, at the sole cost and expense of the Lender (unless an Event of Default shall have occurred and be continuing, in which case at the Company’s sole cost and expense), promptly shall send copies (the number of copies of which shall be reasonable) of such books and records to the Lender. The Company shall use commercially reasonable efforts to provide the Lender with reasonable advance notice of any Grantor’s intention to destroy or dispose of any documents or files relating to the Borrowing Base or any calculation set forth in any Facility Loan Certificate and, upon the request of the Lender, shall allow the Lender, at its own expense (unless an Event of Default shall have occurred and be continuing, in which case at the Company’s sole cost and expense), to recover the same from the Company. No books or records required to be kept and maintained pursuant to this Section may be destroyed or disposed of at any time on or prior to the Retention Date without the prior written consent of the Lender.

(b) Until the Retention Date, the Company shall (i) allow the Lender to cause such books to be reviewed or audited by accountants or other professionals selected by the Lender and (ii) allow the Lender and any of its representatives (including independent contractors) to discuss the affairs, finances and accounts (of the Grantors or any Servicer with respect to any Grantor), as they relate to the Borrowing Base or any calculation set forth in any Facility Loan Certificate with the Company’s officers, directors, employees, accountants (and by this provision the Company hereby authorizes such professionals to discuss such affairs, finances and accounts with such representatives), any Servicer with respect to the Company and attorneys ((i) through (ii), collectively, a “Borrowing Base Review”).

Any out-of-pocket expense incurred by the Lender in connection with the exercise by the Lender of its rights in this Section 6.03 shall be borne by the Lender; provided, however, that any expense incident to the exercise by the Lender of its rights pursuant to this Section 6.03 shall be borne by the Company (x) with respect to one Borrowing Base Review per year occurring other than during the continuance of an Event of Default and (y) with respect to any and all Borrowing Base Reviews occurring (or commenced) during the continuance of an Event of Default.

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(c) For the avoidance of doubt, the foregoing Section 6.03 shall in no way limit the Company’s obligations with respect to the Failed Bank Records (as defined in the Purchase and Assumption Agreement) under the Purchase and Assumption Agreement (including, without limitation, Article VI of the Purchase and Assumption Agreement).

ARTICLE VII

[RESERVED]

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01. [Reserved].

SECTION 8.02. Remedies Upon Event of Default.

If any Event of Default occurs and is continuing, the Lender may take one or more (including all) of the following actions:

(a) declare the Commitment to be terminated, whereupon the Commitment shall be terminated;

(b) declare the unpaid principal amount of all outstanding Facility Loans, all interest accrued and unpaid thereon, and all other Facility Obligations owing or payable (to the Lender or any Specified Agent) hereunder or under any other Facility Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company; and/or

(c) exercise, or cause the Collateral Agent to exercise, all rights and remedies available to the Lender or the Collateral Agent under the Facility Loan Documents or applicable Law;

provided that; with respect to an Event of Default resulting from the occurrence of an Insolvency Event enumerated in any of clauses (i) through (vi), or clause (ix), of the definition thereof, the Commitment shall automatically terminate, and the unpaid principal amount of all outstanding Facility Loans and all interest and other amounts as aforesaid shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company, in each case without further act of the Lender or any other Person.

ARTICLE IX

SPECIFIED AGENTS

SECTION 9.01. Appointment and Authorization of Specified Agents.

(a) [Reserved].

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(b) [Reserved].

(c) Nothing in any Facility Loan Document shall be construed to limit the right of the Lender and the Collateral Agent, to enter into such further agreements as they, in their sole discretion, deem necessary or appropriate with respect to the purposes of the Collateral Agent’s appointment, including the manner in which the Lender may instruct the Collateral Agent to act under the Facility Loan Documents and indemnification by the Lender of the Collateral Agent. Anything in Section 11.11 hereof to the contrary notwithstanding, the Lender and the Collateral Agent may amend this Article IX in any manner without the approval of (but with notice to) the Company so long as such amendment does not adversely affect the Company in any material respect.

SECTION 9.02. [Reserved.]

SECTION 9.03. Liability of Specified Agents.

No Specified Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Facility Loan Document or the transactions contemplated hereby (except that this clause (a) shall not apply to any such Specified Agent-Related Person’s own bad faith or willful misconduct, as determined by the final judgment of a court of competent jurisdiction), or (b) be responsible in any manner to the Lender or participant of the Lender for any recital, statement, representation or warranty made by any Grantor or any officer thereof, contained herein or in any other Facility Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any other Facility Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Facility Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Facility Collateral Documents, or for any failure of any Grantor or any other party to any Facility Loan Document to perform its obligations hereunder or thereunder. No Specified Agent-Related Person shall be under any obligation to the Lender or participant of the Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Facility Loan Document, or to inspect the properties, books or records of any Grantor, Borrower or Obligor or any of their respective Affiliates.

SECTION 9.04. Reliance by Specified Agents.

Each Specified Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Grantor), independent accountants and other experts selected by such Specified Agent. Each Specified Agent shall be fully justified in failing or refusing to take any action under any Facility Loan Document unless it shall first receive such advice or concurrence of the Lender as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lender against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Specified Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Facility Loan Document in accordance with a request or consent of the Lender.

SECTION 9.05. [Reserved].

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SECTION 9.06. Credit Decision; Disclosure of Information by Specified Agents.

The Lender acknowledges that no Specified Agent-Related Person has made any representation or warranty to it, and that no act by any Specified Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Grantor or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Specified Agent-Related Person to the Lender as to any matter, including whether Specified Agent-Related Persons have disclosed material information in their possession. The Lender represents to each Specified Agent that it has, independently and without reliance upon any Specified Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Grantors and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company and the other Grantors. The Lender also represents that it will, independently and without reliance upon any Specified Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Facility Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and the other Grantors. Except for notices, reports and other documents expressly required to be furnished to the Lender by any Specified Agent herein, such Specified Agent shall not have any duty or responsibility to provide the Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Grantors or any of their respective Affiliates which may come into the possession of any Specified Agent-Related Person.

SECTION 9.07. Indemnification of Specified Agents.

Whether or not the transactions contemplated hereby are consummated, the Lender shall indemnify and hold harmless upon demand each Specified Agent-Related Person (to the extent not reimbursed by or on behalf of any Grantor and without limiting the obligation of any Grantor to do so) from and against any and all losses, damages, liabilities, costs and expenses (including Attorney Costs and reasonable litigation and similar costs, and other out-of-pocket expenses incurred in investigating, defending, asserting or preparing the defense or assertion of any of the foregoing), deficiencies, claims, interest, awards, judgments, penalties and fines (collectively, “Indemnified Liabilities”) incurred by it; provided that the Lender shall not be liable for the payment to any Specified Agent-Related Person of any portion of such Indemnified Liabilities resulting from (i) such Specified Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction (provided further that no action taken in accordance with the directions of the Lender shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07) or (ii) in the case of the Collateral Agent (and any co-agent or sub-agent appointed by the Collateral Agent, and any Specified Agent-Related Person in respect of the Collateral Agent or any such co-agent of sub-agent) , from the acts or omissions of the Collateral Agent (or such other Persons) occurring after the termination or expiration of the Commitment and payment in full of the Facility Loans (and any other Facility Obligations then outstanding), except to the extent that such action was taken in accordance with the direction of the Lender. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by the Lender or any other Person. Without limitation of the foregoing, the Lender shall reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Facility Loan Document, or any document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the Company.

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The undertaking in this Section 9.07 shall survive termination of the Commitment, the payment of all other Facility Obligations and the resignation of the Collateral Agent, as the case may be.

SECTION 9.08. Specified Agents in their Individual Capacities.

With respect to its Facility Loans, the Specified Agents shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not a Specified Agent, and the term “Lender” includes the Receiver in its individual capacity.

SECTION 9.09. [Reserved].

SECTION 9.10. [Reserved].

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Amendments, Post-Availability Period Facility Note, Etc.

Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Facility Loan Document, and no consent to any departure by the Company or any other Grantor therefrom, shall be effective (as between the parties hereto) unless in writing signed by the Lender and the Company, and each such waiver or consent shall be effective (as between the parties hereto) only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall unless in writing and signed by the Collateral Agent in addition to the Lender, affect the rights or duties of, or any fees or other amounts payable to, the Collateral Agent under this Agreement or any other Facility Loan Document.

At the request of the Lender, at the expiration of the Availability Period and upon return of the original Facility Note for cancellation, the Company shall re-issue the Facility Note in the form of Exhibit B-2 attached hereto.

SECTION 10.02. Notices and Other Communications.

(a) General. 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 delivered electronically to the electronic mail address of such party specified on Schedule 10.02 for such Person or such other electronic mail address or addresses as shall be designated by such Person in a notice to the other parties. All such notices and other communications shall be deemed to be given or made when delivered, provided that Facility Loan Notices shall be effective only upon actual receipt (or refusal thereof) by the Lender. From time to time, any Person may designate a replacement or additional electronic mail address for purposes of notice hereunder by notice to such effect to the other Persons identified on Schedule 10.02.

(b) Reliance by Specified Agents and the Lender. The Specified Agents and the Lender shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Company even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.

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The Company shall indemnify each Specified Agent-Related Person and the Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Company in the absence of gross negligence or willful misconduct.

SECTION 10.03. No Waiver; Cumulative Remedies. No failure by the Lender or any Specified Agent to exercise, and no delay by such Person in exercising, any right, remedy, power or privilege hereunder or under any other Facility Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Facility Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

SECTION 10.04. Attorney Costs, Expenses and Taxes.

Each party shall bear its own costs and expenses incurred in connection with the preparation and negotiation of this Agreement and the other Facility Loan Documents (as originally executed). The Company agrees (a) to pay or reimburse the Specified Agents and the Lender for all reasonable costs and expenses (including Attorney Costs) incurred in connection with (i) the preparation, negotiation and execution of any amendment, waiver, consent or other modification of the provisions hereof and the other Facility Loan Documents requested by any Grantor (whether or not the transactions contemplated thereby are consummated) or (ii) any proposed transfer pursuant to Section 7.12(b) of the Security Agreement, and such obligation of the Company shall become part of the Facility Obligations, and (b) to pay or reimburse each Specified Agent and the Lender for all costs and expenses incurred in connection with any workout proceeding relating to the Facility Obligations or the enforcement of any rights or exercise of any remedies under this Agreement or the other Facility Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any Insolvency Proceeding, and including all Attorney Costs of counsel to the Specified Agents and the Lender). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other expenses incurred by the applicable party. The agreements in this Section 10.04 shall survive the termination of the Commitment and payment of all other Facility Obligations. All amounts due under this Section 10.04 shall be payable within 15 days after demand.

SECTION 10.05. [Reserved].

SECTION 10.06. Payments Set Aside.

To the extent that any payment by or on behalf of the Company is made to the Lender, or the Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

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SECTION 10.07. Successors and Assigns; Third Party Beneficiaries; Receiver Facility Dispositions.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. The Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender. The Lender may not assign or otherwise transfer any of its rights or obligations hereunder except as provided in clause (b) or (e) below. Any purported assignment in contravention of the foregoing shall be void.

Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, and their respective successors and assigns permitted hereby to the extent provided in this Section 10.07(a) and in Section 10.07(d)) any legal or equitable right, remedy or claim under or by reason of this Agreement, provided that the Collateral Agent is hereby constituted an express third party beneficiary of Sections 9.01(b), 9.03, 9.04, 9.06, 9.07, 9.08 and 10.01 and this proviso (none of which provisions, to the extent they pertain to the Collateral Agent, may be amended or modified in any manner without the Collateral Agent’s written consent). Anything in this Agreement to the contrary notwithstanding, this Section 10.07 and Section 10.15 hereof inure to the benefit of, and are enforceable by (without limitation), the FDIC in its corporate capacity, which is and shall be a third party beneficiary of this Agreement, and said Section10.07 and Section 10.15 may not be modified or waived in relation to the FDIC (in any capacity) without the prior written consent of the FDIC in its corporate capacity.

(b) In connection with any assignment by the Lender, the parties to such assignment shall execute and deliver to the Lender, the Company and the Paying Agent an Assignment and Assumption. Subject to the acceptance and recording thereof by the Paying Agent, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.05 and 10.04, and Sections 11.2 and 11.4 of the Security Agreement, with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Facility Note, the Company (at its expense) shall execute and deliver a Facility Note to the assignee Lender.

In addition to the foregoing, in connection with any assignment by the Lender of less than all of the Lender’s rights and obligations under this Agreement, prior to or concurrently with such assignment the Lender shall have caused this Agreement to be amended or modified as described in clause (e)(ii)(II)(x) below.

(c) [Reserved].

(d) Following the expiration of the Availability Period, the Lender may at any time, without the consent of, or notice to, the Company or any other Person, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Facility Loans (owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Company and the Specified Agents shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and the other Facility Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Facility Loan Documents; provided, that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant.

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The Company agrees that each Participant shall be entitled to the benefits of Sections 3.01 and 3.05, to the same extent as if it were the Lender and had acquired its interest by assignment; provided that any such Participant shall have complied with the requirements of Section 3.01, including Section 3.01(c); and provided, further, that no Participant shall be entitled to recover greater amounts under such Sections than the Lender would be entitled to recover.

(e) Subject to compliance with applicable Law, and notwithstanding anything to the contrary in any other Section of this Agreement or in any other Facility Loan Document:

The Receiver may directly or indirectly assign, sell, transfer, participate, pledge, syndicate, securitize or otherwise hypothecate any Facility Note (each such action by the Receiver, a “Receiver Facility Disposition” and such disposed Facility Notes, the “Disposed Facility Notes”), together with all or a corresponding portion of its rights and obligations under this Agreement and any other PA Financing Transaction Document, including all or a portion of the Commitment and/or the Facility Loans and including any replacement notes described in clause (ii) below (such disposed rights and obligations, the “Disposed Obligations”):

(a) the FDIC in its corporate capacity,

(b) a successor to the Receiver or FDIC in its corporate capacity or

(c) another U.S. federal agency, instrumentality or corporation,

(a) the FDIC in its corporate capacity,

(b) a successor to the Receiver or FDIC in its corporate capacity,

(c) another U.S. federal agency, instrumentality or corporation,

(d) an issuing entity or a trustee for an issuing entity in connection with a securitization of the Facility Notes, provided that any such trustee shall either (A)(i) have or have a direct or indirect parent that has a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000) and (ii) satisfy the eligibility criteria for a trustee under Sections 310(a)(1) and (2) of the Trust Indenture Act (it being understood and agreed that nothing in this Agreement shall require any such securitization to be subject to or qualified under the Trust Indenture Act) or (B) be an Approved Trustee, or

(e) a bank, a broker-dealer or an insurance company, or an affiliate of such bank, broker-dealer or insurance company, in each case that is a regulated financial institution, or The Receiver may not propose or effect more than two (2) Receiver Facility Dispositions, unless

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Upon the consummation of a Receiver Facility Disposition, and solely to the extent of such Receiver Facility Disposition, the Receiver shall be deemed released from any further liability or obligations under this Agreement with respect to the Disposed Facility Notes and the Disposed Obligations.

For a period not to exceed 90 consecutive days in respect of any permitted Receiver Facility Disposition, the Company shall, and shall cause each other Grantor to, use commercially reasonable efforts to engage such counsel and other third parties and otherwise cooperate with and assist the Receiver, on a time-of-the-essence basis, in any actual or proposed Receiver Facility Disposition, as may be requested by the Receiver from time to time, including, without limitation, by:

(i) providing information and documentation required by securities disclosure and registration laws and as would otherwise customarily be provided in connection with the issuance or sale of debt by the Company, or in connection with a securitization of debt of the Company, including providing to the Lender for inclusion in any securitization offering document such publicly available information regarding the Company, its financial condition and any additional information reasonably requested by the Lender, and to deliver to the Lender any similar nonpublic, unaudited financial information, or as is otherwise reasonably requested by the Lender and which the Company is capable of providing without unreasonable effort or expense, and to indemnify the Lender and its affiliates for material misstatements or omissions contained in such information; provided, that the Company will not be required to make any disclosure that would violate Law or the Company’s obligations;

(ii) consenting to such assignments of, or amendments or modifications to the Facility Loan Documents as the Receiver may specify (subject to securing any required consent thereto of the Notes Designee) in order to effect or facilitate, or otherwise in connection with, such Receiver Facility Disposition, including, without limitation,

31

provided that, without the consent of the Company, no such amendment or modification will:

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(iii) without limiting the generality of (and subject to) clause (ii) above, entering into an indenture or a fiscal and paying agent agreement, and other agreements as appropriate, with respect to the Facility Notes (or the multiple promissory notes replacing the Facility Notes as described in clause (ii) above); and

(iv) providing opinions of counsel (which counsel shall be independent, outside counsel of the Company), certificates and other closing documents of the nature provided in connection with the execution and delivery of the relevant Facility Loan Documents, or as are customarily delivered and reasonably determined by the Lender to be necessary in connection with any securitization of assets such as the Facility Notes, in form and substance satisfactory to the Receiver.

Without limitation of the foregoing, at the option of the Receiver as the initial Lender (and whether or not in the context of a Receiver Facility Disposition), the Facility Loan Documents shall be amended to provide for (i) the Facility Notes to be issued in registered form, (ii) the Company to keep a register in which the Company shall provide for the registration, and the registration of transfers, of the Facility Notes, and for the appointment by the Company of an agent (which may be the Paying Agent) for the purpose of registering the Facility Notes and transfers thereof, all at the Company’s expense, (iii) the Facility Notes to be made DTC Eligible, and (iv) matters related to the foregoing. In connection with any amendment of the Facility Notes to reflect the foregoing, the Company will execute and deliver (and, if relevant, cause to be duly authenticated) new Facility Notes reflecting such modifications thereto (in exchange for the then-outstanding Facility Notes).

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Without limiting the generality of clause (ii)(II)(G) above with respect to the Company’s financial obligations, the Receiver shall (or shall cause the remaining parties to the Facility Loan Documents to) reimburse the Company for all reasonable out-of-pocket costs, fees and expenses incurred by the Company in cooperating and assisting at the Receiver’s request with any Receiver Facility Disposition, including without limitation any restructuring, amendment, upfront, arranger, syndication, commitment and similar fees payable either in connection with the negotiation or consummation of a Receiver Facility Disposition or pursuant to the Facility Loan Documents as amended or modified. Notwithstanding the foregoing, the Company shall not be entitled to reimbursement of (i) the fees and expenses of counsel or (ii) customary administrative agency, paying agency, custodial, trustee and similar fees if the aggregate amount thereof, when compared on a quarterly or other equitable basis, is equal to or less than the aggregate amount of such fees payable pursuant to the Facility Loan Documents as in effect immediately prior to such Receiver Facility Disposition.

(f) At the request of the Lender at any time (whether or not in connection with any proposed sale or transfer of the Facility Notes), the Company shall, at its own expense, use commercially reasonable efforts to, as promptly as practicable after such request of the Lender, make the Facility Notes DTC Eligible (which efforts shall include making any amendments to, or exchanges of, the Facility Loan Documents requested by the Lender and necessary in connection with effecting or facilitating such DTC Eligibility, executing any Letter of Representations and other documentation required by the DTC in connection with effecting such DTC Eligibility and securing CUSIP and ISIN numbers for the Facility Notes). From and after the date on which the Facility Notes have been made DTC Eligible, the Company will use commercially reasonable best efforts to maintain the Facility Notes as DTC Eligible unless otherwise agreed by the Lender.

SECTION 10.08. [Reserved].

SECTION 10.09. Setoff.

In addition to any rights and remedies of the Lender provided by Law, upon the occurrence and during the continuance of any Event of Default, the Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Company or any other Grantor, any such notice being waived by the Company (on its own behalf and on behalf of each other Grantor and its, and each other Grantor’s, Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and any other Debt at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Grantors and their Subsidiaries against any and all Facility Obligations owing to such Lender and its Affiliates hereunder or under any other Facility Loan Document, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement or any other Facility Loan Document and although such Facility Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Debt. Without limitation of the foregoing, so long as the Receiver is a Lender hereunder, the Receiver is authorized at any time and from time to time, without prior notice to the Company, any such notice being waived by the Company to the fullest extent permitted by applicable Law, to set off and apply any amount at any time owing under either or both of the Purchase and Assumption Agreement and the Shared-Loss Agreement by the Receiver to or for the credit or the account of the Company against the principal amount of any Facility Loans then outstanding hereunder held by the Receiver, irrespective of whether or not the Receiver shall have made a demand hereunder and although such Facility Loans may be unmatured. The Receiver, as Lender, shall promptly give notice to the Company and the Paying Agent of any setoff pursuant to the immediately preceding sentence, including the date and amount thereof, provided that the Receiver shall have no liability for any failure to do so. The rights of the Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have.

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SECTION 10.10. Interest Rate Limitation.

Notwithstanding anything to the contrary contained herein, the interest paid or agreed to be paid hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Specified Agent or the Lender shall receive interest hereunder in an amount that exceeds the Maximum Rate, the excess interest (if paid to the Lender) shall be applied to the principal of the Facility Loans (of the Lender) or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the interest contracted for, charged, or received by an Specified Agent or the Lender exceeds the Maximum Rate, such Specified Agent or the Lender may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Facility Obligations hereunder.

SECTION 10.11. Counterparts.

This Agreement may be executed in two (2) 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 or thereto, to the extent signed and delivered by facsimile or other electronic or digital 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 or digital 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 or digital means as a defense to the formation or enforceability of a contract and each such Person forever waives any such defense

SECTION 10.12. Integration.

This Agreement, together with the other Facility Loan Documents, comprises the complete and integrated agreement of the parties hereto on the subject matter hereof and thereof and supersedes all prior agreements among the parties hereto, written or oral, on such subject matter; provided that, the Confidentiality Agreement, entered into by the Company and affirmed on March 25, 2023 as part of the Company’s bid to acquire the Failed Bank shall remain in full force and effect to the extent provided therein. In the event of any conflict between the provisions of this Agreement and those of any other Facility Loan Document, as between the parties hereto the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Lender or Specified Agent in any other Facility Loan Document shall not be deemed a conflict with this Agreement. Each Facility Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

SECTION 10.13. Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Facility Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Specified Agent and the Lender, regardless of any investigation made by any Specified Agent or the Lender or on its behalf and notwithstanding that such Specified Agent or the Lender may have had notice or knowledge of any Default at the time of any Facility Loan, and shall continue in full force and effect as long as any Facility Loan or any other Facility Obligation hereunder shall remain unpaid or unsatisfied.

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SECTION 10.14. Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a particular Person or Persons and/or under any particular circumstance or circumstances, such provision shall be ineffective, but only in such jurisdiction and only with respect to such particular Person or Persons and/or under such particular circumstance or circumstances, as the case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) or (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 10.14 is intended to, or shall, limit (1) the ability of any party to this Agreement to appeal any court ruling or the effect of any favorable ruling on appeal or (2) the intended effect of Section 10.15.

SECTION 10.15. GOVERNING LAW; JURISDICTION AND VENUE.

(a) 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 EITHER(1) THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS AGREEMENT OR (2) THE PROVISIONS OF THIS SECTION 10.15 DO NOT APPLY TO ANY OTHER PA FINANCING TRANSACTION DOCUMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY HERETO.

(b) Each of the Company and (with respect only to Sections 10.15(b)(iii) and (iv) below) any Lender that is not the FDIC (in any capacity) 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 commenced by the FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other PA Financing Transaction Document, and waives any right to:

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(A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the FDIC (in the capacity in which it is a party in such suit, action or proceeding) files the suit, action or proceeding without the consent of the FDIC (in the capacity in which it is a party in such suit, action or proceeding);

(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 commenced by the FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other PA Financing Transaction Document, and waives any right to:

(A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum, other than the courts identified in Section 10.15(b)(i), without the consent of the FDIC (in the capacity in which it is a party in such suit, action or proceeding);

(B) assert that venue is improper in the Supreme Court of the State of New York; or

(C) assert that the Supreme Court of the State of New York is an inconvenient forum.

(iii) agrees to bring any suit, action or proceeding by it against the FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other PA Financing Transaction Document exclusively 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, 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding), 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding); 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 10.15(b)(iii), to bring that suit, action or proceeding exclusively in 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding).

(c) Each of the Company and any Lender that is not the FDIC (in any capacity) hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 10.15(b) may be enforced in any court of competent jurisdiction.

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(d) Subject to the provisions of Section 10.15(e), each of the Company and any Lender that is not the FDIC (in any capacity) hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 10.15(b) or Section 10.15(c) 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 10.02 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 10.15(d) shall affect the right of any party to serve process in any other manner permitted by Law.

(e) Nothing in this Section 10.15 shall constitute consent to jurisdiction in any court by the FDIC (in any capacity), or in any way limit the right of the FDIC (in any capacity) to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

SECTION 10.16. Waiver of Right to Trial by Jury.

EACH OF THE COMPANY AND THE LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

SECTION 10.17. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Company and the Lender and thereafter shall be binding upon and inure to the benefit of the Company, each Specified Agent and Lender and their respective successors and permitted assigns.

SECTION 10.18. [Reserved].

SECTION 10.19. USA PATRIOT ACT.

The Lender hereby notifies the Company that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow such Lender to identify the Company in accordance with the Act.

SECTION 10.20. Replacement of the Lender under Certain Circumstances.

The Company shall be permitted to replace the Lender if it is affected in the manner described in Section 3.02 and as a result thereof any of the actions described in such Section is required to be taken; provided that (i) such replacement does not conflict with any applicable Law, (ii) no Event of Default under Section 4.1(a) or 4.1(b) of the Security Agreement shall have occurred and be continuing at the time of such replacement, (iii) the Company shall repay (or the replacement bank shall purchase) at par all Facility Loans and other amounts (other than any disputed amounts) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or financial institution, if not already the Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Collateral Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.07 and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Company, the Specified Agent or any Lender shall have against the replaced Lender.

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SECTION 10.21. Lender Liability with Respect to SOFR.

The Lender does not warrant to, or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of or submission of Daily Simple SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Daily Simple SOFR or any other Benchmark prior to its discontinuance or unavailability or (b) the effect, implementation or composition of any Conforming Changes. The Lender and its affiliates or other related entities may engage in transactions that affect the calculation of Daily Simple SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Company. The Lender may select information sources or services in its reasonable discretion to ascertain Daily Simple SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Company or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Advance Facility Agreement to be duly executed manually or by facsimile or other electronic or digital means as of the date first above written.

Schedule 1.01

COMMITMENTS

Schedule 1.01 - 1

Schedule 10.02

ADDRESSES FOR NOTICES

[Omitted.]

Schedule 10.02 - 1

Exhibit A

FORM OF

FACILITY LOAN NOTICE

[Omitted.]

Schedule 10.02 - 2

EXHIBIT B-1

FORM OF FACILITY NOTE

[Omitted.]

Exhibit B-1-3

EXHIBIT B-2

FORM OF FACILITY NOTE

(IF ISSUED AFTER AVAILABILITY PERIOD)

[Omitted.]

Exhibit B-2-4

Exhibit C

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

[Omitted.]

Exhibit C-1

Exhibit D

FORM OF

ASSIGNMENT AND ASSUMPTION

[Omitted.]

Exhibit D-1

Exhibit 10.2

EXECUTION VERSION

SECURITY AGREEMENT

By and among

FIRST-CITIZENS BANK & TRUST COMPANY,

as Company and a Debtor,

EACH OTHER DEBTOR OR GRANTOR FROM TIME TO TIME PARTY HERETO,

FEDERAL DEPOSIT INSURANCE CORPORATION,

AS RECEIVER FOR SILICON VALLEY BRIDGE BANK, NATIONAL ASSOCIATION,

as Notes Designee

AND

FEDERAL DEPOSIT INSURANCE CORPORATION,

AS RECEIVER FOR SILICON VALLEY BRIDGE BANK, NATIONAL ASSOCIATION,

as Collateral Agent

Dated as of March 27, 2023

TABLE OF CONTENTS

i

ii

Schedules and Exhibits

iii

iv

SECURITY AGREEMENT

THIS SECURITY AGREEMENT, effective as of the 27th day of March, 2023 (this “Agreement”), is entered into by and among: (i) FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina state-chartered bank (the “Company” ); (ii) each of the other entities (if any) listed on the signature pages hereof under the caption “Debtor”, or that becomes a party hereto as a “Debtor” pursuant to Section 7.12 (together with the Company, collectively, the “Debtors”); (iii) each of the other entities that becomes a party hereto as a “Grantor” pursuant to Section 7.12 (together with the Debtors, the “Grantors”); (iv) the FEDERAL DEPOSIT INSURANCE CORPORATION (the “FDIC”), as receiver for SILICON VALLEY BRIDGE BANK, NATIONAL ASSOCIATION (the “Failed Bank”) (the FDIC, in such capacity, the “Receiver”); (v) the Receiver, as Notes Designee (in such capacity, the “Notes Designee”) and (vi) the Receiver, as Collateral Agent (in such capacity, the “Collateral Agent”).

WHEREAS, the FDIC, as receiver for Silicon Valley Bank, National Association (the “SVB Receiver”) transferred certain assets and liabilities of the SVB Receiver to the Failed Bank; and

WHEREAS, (i) pursuant to that certain Purchase and Assumption Agreement (as such term is defined below), the Company purchased certain assets and assumed certain deposits and other liabilities of the Failed Bank, (ii) in connection therewith, the Company has requested the Receiver to provide certain purchase money, and other continuing secured, financing, and (iii) the Receiver is willing to provide such purchase money, and other continued secured, financing, but only on the terms and conditions set forth herein and in the other PA Financing Transaction Documents (as such term is defined below);

WHEREAS, contemporaneously with, and in connection with, the execution and delivery hereof, the Company and the Receiver are entering into the Advance Facility Agreement (as such term is defined below);

WHEREAS, the Facility Loans made pursuant to the Advance Facility Agreement are and shall be subordinate in right of payment to the Purchase Money Note; and

WHEREAS, contemporaneously with, and in connection with, the execution and delivery hereof, the Company, the Notes Designee, the Collateral Agent, the Custodian and the Paying Agent, are entering into the Custodial and Paying Agency Agreement (as such term is defined below).

NOW, THEREFORE, in consideration of the promises contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

Section 1.1. Definitions.

(a) Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings provided in, or by reference in, Schedule 1 to the Custodial and Paying Agency Agreement. “Section 7.13(f) Review” has the meaning given to it in Section 7.13(f).

(b) UCC Terms. The following terms have the meanings given to them in the NY UCC and terms used herein (including in Schedule 1 to the Custodial and Paying Agency Agreement) without definition that are defined in the NY UCC have the meanings given to them in the NY UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “account”, “chattel paper”, “commercial tort claim”, “deposit account”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “security” and “supporting obligation”.

Section 1.2. Other Interpretive Provisions. This Agreement (including Schedule 1 to the Custodial and Paying Agency Agreement) shall be construed and interpreted in accordance with the following:(a) References to “Affiliates” include, with respect to any specified Person, only such other Persons which from time to time constitute “Affiliates” of such specified Person, and do not include, at any particular time, other Persons that may have been, but at such time have ceased to be, “Affiliates” of such specified Person, except to the extent that any such reference specifically provides otherwise.

(b) References to “the Debtors” are to the Debtors, jointly and severally; references to “the Grantors” are to the Grantors, jointly and severally.

(c) The term “or” is not exclusive.

(d) A reference to a Law includes any amendment, modification or replacement to such Law.

(e) References to any document, instrument or agreement (including this Agreement) (i) shall be deemed to include all appendices, exhibits, schedules and other attachments thereto and all documents, instruments or agreements issued or executed in replacement thereof, and (ii) shall mean such document, instrument or agreement, or replacement thereto, as amended, modified and supplemented from time to time in accordance with its terms (and, to the extent applicable, in accordance with the terms hereof).

(f) Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

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(g) The words “include” and “including” and words of similar import are not limiting, and shall be construed to be followed by the words “without limitation,” whether or not they are in fact followed by such words.

(h) The word “during” when used with respect to a period of time shall be construed to mean commencing at the beginning of such period and continuing until the end of such period.

(i) Unless the context otherwise requires, singular nouns and pronouns when used herein shall be deemed to include the plural and vice versa and impersonal pronouns shall be deemed to include the personal pronoun of the appropriate gender.

ARTICLE II

Grantors Guaranty; Obligations of All Grantors Absolute

Section 2.1. Guaranty.

(a) Each Grantor hereby, jointly and severally, unconditionally and irrevocably, guaranties to the Secured Parties and their respective successors, indorsees, transferees and assigns, and to the Collateral Agent, for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Debtor when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations to be paid or performed by such Debtor.

(b) Anything herein or in any other PA Financing Transaction Document to the contrary notwithstanding, the maximum liability of each Grantor hereunder and under the other PA Financing Transaction Documents shall in no event exceed the amount which can be validly guaranteed by such Grantor, if any, under applicable Debtor federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). Nothing in this Section 2.1(b) limits or qualifies Section 3.1 hereof.

(c) Each Grantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Grantor hereunder without impairing the guaranty contained in this Section 2.1 or affecting the rights and remedies of the Secured Parties pursuant to this Agreement.

(d) The guaranty contained in this Section 2.1 shall remain in full force and effect until the Secured Obligations have been paid in full, the Commitments have been terminated or have expired and this Agreement has been terminated, notwithstanding that from time to time prior thereto any Debtor may be free from any Secured Obligations.

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(e) No payment made by any Debtor, any Grantor, any other guarantor or any other Person or received or collected by the Secured Parties from any Debtor, any Grantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Grantor pursuant to this Agreement, which shall remain, notwithstanding any such payment, liable for the remaining Secured Obligations up to the maximum liability of such Grantor pursuant to this Agreement until the Secured Obligations have been paid in full, the Commitments have been terminated or have expired and this Agreement has terminated.

Section 2.2. Right of Contribution. Each Grantor hereby agrees that to the extent that a Grantor shall have paid more than its proportionate share of any payment made hereunder, such Grantor shall be entitled to seek and receive contribution from and against any other Grantor hereunder which has not paid its proportionate share of such payment. Each Grantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Grantor to the Secured Parties, and each Grantor shall remain liable to the Secured Parties for the full amount guaranteed by such Grantor pursuant to this Agreement. Furthermore, nothing in this Section 2.2 limits or qualifies Section 3.1.

Section 2.3. No Subrogation. Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Grantor by the Secured Parties, no Grantor shall be entitled to be subrogated to any of the rights of the Secured Parties against any other Grantor or any collateral security or guaranty or right of offset held by any Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled to seek any contribution or reimbursement from any other Grantor in respect of payments made by such Grantor hereunder, until the termination of this Agreement. If any amount shall be paid to any Grantor on account of such subrogation, contribution or reimbursement rights at any time when all of the Secured Obligations shall not have been paid in full, such amount shall constitute Loan Proceeds and shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor, and shall, immediately upon receipt by such Grantor, be deposited into the Collection Account, to be applied in accordance with the Priority of Payments.

Section 2.4. Amendments, etc. with Respect to the Secured Obligations. Each Grantor shall remain obligated pursuant to this Agreement notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor: (i) any demand for payment of any of the Secured Obligations made by any of the Secured Parties may be rescinded by such Person and any of the Secured Obligations continued; (ii) the Secured Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent, the Notes Designee, any Note Holder or any Lender (as applicable); (iii) the Purchase Money Note, the Advance Facility Agreement, the other PA Financing Transaction Documents and/or any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent, the Notes Designee, any Note Holder or any Lender (as applicable) may deem advisable from time to time; and (iv) any collateral security, guaranty or right of offset at any time held by the Collateral Agent for the payment of the Secured Obligations may be sold (in the case of any such collateral security), exchanged, waived, surrendered or released.

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The Collateral Agent shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for the guaranty contained in this Article II or any property subject thereto.

Section 2.5. Guaranty Absolute and Unconditional. Each Grantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Collateral Agent, the Notes Designee, any Note Holder or any Lender upon the guaranty contained in this Article II or acceptance of the guaranty contained in this Article II; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, modified or waived, in reliance upon the guaranty contained in this Article II and the grant of the security interests pursuant to Section 3.1; and all dealings between the Debtors and any of the Grantors, on the one hand, and the Collateral Agent, the Notes Designee, any Note Holder or any Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Article II and the grant of the security interests pursuant to Section 3.1. Each Grantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Grantor with respect to the Secured Obligations. Each Grantor understands and agrees that the guaranty contained in this Article II and the grant of the security interests pursuant to Section 3.1 shall be, and shall be construed to be, a continuing, absolute and unconditional guaranty of payment and performance without regard to (a) the validity or enforceability of the Purchase Money Note, the Advance Facility Agreement or any other PA Financing Transaction Document, any of the Secured Obligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, for the benefit of the Secured Parties, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Debtor or any other Person against the Collateral Agent, the Notes Designee, any Note Holder or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Debtor or such Grantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Debtor for the Secured Obligations, or of such Grantor under the guaranty contained in this Article II and the grant of the security interests pursuant to Section 3.1, in bankruptcy or in any other instance.

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When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, the Collateral Agent, the Notes Designee, any Note Holder or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any other Grantor or any other Person or against any collateral security or guaranty for the Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent, Notes Designee, any Note Holder or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any other Grantor or any other Person or to realize upon any such collateral security or guaranty or to exercise any such right of offset, or any release of any other Grantor or any other Person or any such collateral security, guaranty or right of offset, shall not relieve any Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent against any Grantor. For the purposes of this Agreement, “demand” shall include the commencement and continuance of any legal proceedings.

Section 2.6. Reinstatement. The guaranty contained in this Article II shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent, the Notes Designee, any Note Holder or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Grantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

Section 2.7. Information. Each Grantor assumes all responsibility for being and keeping itself reasonably informed of the Debtors’ and each other Grantor’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks that such Grantor assumes and incurs hereunder, and agrees that neither the Collateral Agent nor any other Secured Party will have any duty to advise such Grantor of information known to it or any of them regarding such circumstances or risks.

Section 2.8. Obligations of All Grantors Absolute. Without limitation of Section 2.5 (but subject, in the case of any Grantor, to Section 2.1(b) hereof), the obligations of each Grantor pursuant to this Agreement shall be absolute, unconditional and irrevocable, and shall be discharged strictly in accordance with the terms set forth herein, under all circumstances whatsoever, including, without limitation, the following circumstances:

(a) any lack of validity or enforceability of this Agreement, the Purchase Money Note, the Advance Facility Agreement, the Custodial and Paying Agency Agreement or any other PA Financing Transaction Document;

(b) any amendment or waiver of or any consent to departure from all or any of the provisions of this Agreement, the Purchase Money Note, the Advance Facility Agreement, the Custodial and Paying Agency Agreement or any other PA Financing Transaction Document; (c) the existence of any claim, setoff, defense or other right that any Grantor may have at any time against any Note Holder, the Notes Designee, any Lender, the Collateral Agent, the Receiver or any other Person, whether in connection with any PA Financing Transaction Document or any unrelated transaction; and

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(d) any other act or omission to act or delay of any kind by any Note Holder, any Lender, the Collateral Agent, the Notes Designee or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to any Grantor’s obligations hereunder.

ARTICLE III

Security Interest

Section 3.1. Granting of Security Interest; Subordination of Facility Loans to Purchase Money Note.

(a) To secure the payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Grantor hereby transfers, assigns, sets over, pledges, conveys, mortgages, hypothecates and grants to the Collateral Agent for its benefit and the benefit of the Secured Parties, and hereby grants to the Collateral Agent for its benefit and the benefit of the Secured Parties a continuing security interest in, lien on, and right of setoff against, all of the right, title and interest of such Grantor in, to or under all of the following, in each case, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:(i) the Loans, including all future advances made with respect thereto;

(ii) the Loan Documents (including the Custodial Documents);

(iii) all amounts payable to such Grantor pursuant to the Loan Documents and all obligations owed to such Grantor in connection with the Loans and the Loan Documents;

(iv) all of such Grantor’s right, title and interest in, to or under the Underlying Collateral;

(v) all Acquired Property;

(vi) all claims, suits, causes of action and any other right of such Grantor, whether known or unknown, against a Borrower, any Obligor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Loans or the Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Loan Documents or the transactions related thereto or contemplated thereby; (vii) all cash, securities and other property received by or for the account of such Grantor under the Loans, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of a Borrower, Obligor or other obligor under or with respect to the Loans, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing;

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(viii) the Debtor Accounts and any other accounts established by any Debtor pursuant to the Custodial and Paying Agency Agreement, and all amounts and financial assets on deposit therein;

(ix) any other property, real or personal, tangible or intangible, pledged by the Company or any Grantor pursuant to the Additional Collateral Procedures set forth in Exhibit L (collectively, “Additional Collateral”), including without limitation any commercial or other loan originated by the Company or by Silicon Valley Bank, National Association and not previously included in the Loan Schedule;

(x) all amounts payable to such Grantor under (A) the Shared-Loss Agreement and (B) Article VIII of the Purchase and Assumption Agreement;

(xi) to the extent applicable to any Loan, Underlying Collateral or Acquired Property, any Servicing Agreement, all servicing fees payable to such Grantor with respect to the Loans, any servicing rights accruing to such Grantor with respect to the Loans, and any Servicing Records;

(xii) any other property, real or personal, tangible or intangible, conveyed to such Grantor pursuant to the Purchase and Assumption Agreement;

(xiii) all Loan Proceeds, and any and all other distributions on, or cash or non-cash “proceeds” (as such term is defined in the UCC or under other relevant law) or products of or with respect to, any of the foregoing (including any proceeds of insurance, indemnity, warranty, or guaranty thereon), and the rights to receive such “proceeds” and products, payments (in any form whatsoever) made or due and payable to such Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all of any part of any of the foregoing by any Governmental Authority (or any Person acting on behalf of a Governmental Authority); and (xiv) to the extent related to any of the foregoing, all of such Grantor’s right, title and interest in, to or under any and all books, correspondence, credit files, records, invoices, documents and other papers, including all tapes, cards, computer runs and other papers and documents, in the possession or under the control of such Grantor or any computer bureau or service company from time to time acting for such Grantor (including all files, books and records maintained from time to time pursuant to Section 7.13(a) hereof) (collectively, the “Collateral Books and Records”) (all of the property described in the foregoing clauses (i) through (xiv), collectively, the “Collateral”);

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provided, that the following property shall not constitute Collateral, and the security interests granted herein shall not extend to: (i) any equity interests (and all other membership interests) of any Subsidiary of any Grantor, and (ii) any rights under any lease, contract or agreement (including, without limitation, any license of Intellectual Property) to the extent that (and only for so long as) the granting of a security interest therein is specifically prohibited in writing by, or would constitute an event of default under or would grant a party a termination right under, any agreement governing such right unless such prohibition is not enforceable or is otherwise ineffective under any applicable Requirement of Law (including, without limitation, Sections 9-406, 9-407, 9-408 or 9-409 of the UCC).

This grant of a security interest in the Collateral is expressly intended to remain in full force and effect from the date hereof until the satisfaction and discharge of all Secured Obligations in full and the termination or expiration of the Commitments.

With respect to provisions of this Agreement related to the election by the Company to include Collateral in or exclude Collateral from the Borrowing Base, the Company shall be deemed to have elected to exclude particular items of Collateral in the Borrowing Base unless it shall have both (i) given written notice to the Collateral Agent that such Collateral is included and (ii) included such items in the aggregate reporting on the Borrowing Base in all Facility Loan Certificates (as defined in the Advance Facility Agreement) delivered following such notice.

The Collateral shall be reflected on the Loan Schedule (the “Collateral Schedule”), which schedule, to reflect additions and subtractions of Collateral, shall be updated in respect of the fields shown on Schedule 1 hereto, from time to time by the delivery of an updated Collateral Schedule by the Company to the Collateral Agent.

All of the Loan Notes and other Custodial Documents shall be held by the Custodian as set forth in Section 7.3 (except and to the extent the same are permitted to be removed from the Custodian’s possession as provided in the Custodial and Paying Agency Agreement).

Within the timeframes set forth in Section 6.1(a) of the Custodial and Paying Agency Agreement, each Grantor shall, at its expense, deliver to the Custodian for each applicable Loan and Acquired Property, to the extent applicable and available, the Custodial Documents. Such Custodial Documents shall be held by the Custodian in accordance with the Custodial and Paying Agency Agreement. The Collateral Agent may use a Grantor Allonge to effect the endorsement of a Loan Note or a Grantor Mortgage Assignment to effect the assignment of a Mortgage at any time if an Event of Default occurs and is continuing.

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(b) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC or any other applicable Law or the Second Lien Loan Documents or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the First Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency Event has been commenced by or against the Company or any other Grantor, each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, hereby agrees that:

(i) any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of any First Lien Representative, any First Lien Collateral Agent or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and

(ii) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Representative, any Second Lien Collateral Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Section 3.2. Loan Defaults; Acquisition of Collateral.

(a) Discretion of Debtor in Responding to Borrower Defaults. Upon the occurrence of an event of default under any of the Loan Documents, but subject to the other terms and conditions of this Agreement and the Shared-Loss Agreement, the related Debtor shall, in its commercially reasonable discretion, determine the response to such default and course of action with respect to such default, including (i) the selection of attorneys to be used in connection with any action, whether judicial or otherwise, to protect the respective interests of such Debtor and the Collateral Agent in the applicable Loan and the Underlying Collateral, (ii) the declaration and recording of a notice of such default and the acceleration of the maturity of the Loan, (iii) the institution of proceedings to foreclose the Loan Documents securing the Loan pursuant to the power of sale contained therein or through a judicial action, (iv) the institution of proceedings against any related Borrower or any related Obligor, (v) the acceptance of a deed in lieu of foreclosure, (vi) the purchase of the real property Underlying Collateral at a foreclosure sale or trustee’s sale or the purchase of the personal property Underlying Collateral at a Uniform Commercial Code sale, and (vii) the institution or continuation of proceedings to obtain a deficiency judgment against any related Borrower or any related Obligor.

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(b) Acquisition of Collateral. Nothing in this Section 3.2 or anything else in this Agreement shall be deemed to affirmatively require any Grantor to cause to be acquired all or any portion of any Underlying Collateral with respect to which there exists any Environmental Hazard. Prior to acquisition of title to any Underlying Collateral consisting of real property (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise), or promptly in the case of any Document Effective Date REO Property (other than any REO Property in respect of which the Failed Bank, after its acquisition of such REO Property, performed a Site Assessment), the related Debtor shall cause to be commissioned with respect to such Underlying Collateral (or Document Effective Date REO Property) either (i) a Transaction Screen Process consistent with ASTM Standard E 1528-06, by an environmental professional or (ii) such other site inspections and assessments by a Person who regularly conducts environmental audits using customary industry standards as would customarily be undertaken or obtained by a prudent lender in order to ascertain whether there are any actual or threatened Environmental Hazards (a “Site Assessment”). This Section 3.2(b) (other than the first sentence of this Section 3.2(b)) does not apply to one-to-four family residential properties, and shall apply to other Underlying Collateral consisting of real property only if the Company has elected to include such Underlying Collateral in the Borrowing Base (as defined in the Advance Facility Agreement).

(c) REO Property. Subject to Section 3.2(b), title to any REO Property shall be taken and held in (and only in) the name of a Debtor. Such Debtor shall hold the REO Property pending sale, to complete construction of such REO Property and to operate the REO Property as efficiently as reasonably possible in order to minimize financial loss to the Debtors and the Secured Parties and to sell the REO Property as promptly as reasonably practicable in a way designed to minimize financial loss to the Debtors and the Secured Parties.

Section 3.3. Continuing Security Interest. This Agreement shall create a continuing security interest in any and all of the Collateral and shall remain in full force and effect until the satisfaction and discharge of all Secured Obligations in full, provided, however, that such security interest shall be deemed automatically released with respect to a Loan that is sold or otherwise disposed of by the Company in such manner (including, without limitation, deposit of the sale or disposition proceeds in the Collection Account) as is not in breach of this Agreement. It is the intent of each Grantor and the Collateral Agent to create a continuing, perfected first priority security interest in the Collateral for the benefit of the Secured Parties (subject only to the Permitted/Excluded Liens).

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The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by the Collateral Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the Secured Obligations secured hereby or the security interest and Lien granted hereby (other than in respect of the released Collateral).

Section 3.4. Destruction of Collateral. No injury to, or loss or destruction of, the Collateral or any part thereof shall relieve any Grantor of any of its obligations hereunder or any of the Secured Obligations.

Section 3.5. Releases of Underlying Collateral. Each Grantor is authorized to cause the release or assignment of any Lien granted to or held by such Grantor on any Underlying Collateral, solely to the extent necessary, (a) as permitted, and to the extent required by, the Loan Documents relating to such Lien and/or Underlying Collateral; (b) upon a final, non-appealable order of a court of competent jurisdiction permitting or directing disposition thereof, (c) upon payment of any Loan in full and satisfaction in full of all of the secured obligations with respect to a Loan or upon receipt of a discounted payoff as payment in full of a Loan, (d) in connection with the foreclosure on a Mortgaged Property, acceptance of a deed in lieu thereof or modification or restructuring of the terms thereof, or (e) in connection with such Grantor’s sale of a Loan or any Underlying Collateral in accordance with Section 7.12(c); provided, however, that the proceeds of such sale or disposition are immediately deposited into the Collection Account.

Section 3.6. Financing Statements. Each Grantor hereby irrevocably authorizes, and ratifies and retroactively authorizes any filing made on or prior to the date hereof, the filing, at any time and from time to time, of any financing statements or continuation statements, and amendments to such financing statements or any similar document in such jurisdictions and with such filing offices as the Collateral Agent may determine are necessary or advisable to perfect the security interest granted to it hereunder. Such financing statements may indicate the Collateral in any manner as the Collateral Agent may determine is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Collateral Agent herein pursuant to the terms hereof.

Section 3.7. Transfer Documents.

(a) The Company will prepare, execute on behalf of the Receiver, and submit for filing or recordation as appropriate, as soon as is practicable following the Document Effective Date but in any event within six (6) months of the Document Effective Date, all of the Transfer Documents. Such six (6) month period shall be extended with respect to any particular Transfer Document if the delay is due to a matter noted as an “Exception” on the “Collateral Certificate” (as such terms are defined in the Custodial and Paying Agency Agreement) that the Company is working diligently to locate the missing information or otherwise takes such steps as might be necessary or appropriate to complete and submit the Transfer Documents.

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All Transfer Documents shall be in appropriate form suitable for filing or recording (if applicable) in the relevant jurisdiction as further specified in Section 3.7(b), and the Company shall be solely responsible for the preparation, contents and form of such documents.

(b) The Company shall use the forms set forth in Exhibit C to Exhibit G, inclusive, in preparing the Transfer Documents, in each case with such changes, as shall have been approved by the Collateral Agent, as may be necessary in order to render such document to be in a form so that it will be accepted for recordation or filing in the relevant jurisdiction and/or otherwise sufficient under applicable Law to reflect the transfer intended to be effected thereby. All documents of assignment, conveyance or transfer shall be made without recourse.

(c) The Company shall provide a report to the Collateral Agent and the Notes Designee on the progress and status of the preparation, execution, recording and/or filing and delivery of (i) the original documents to the Custodian and (ii) the Transfer Documents generally, in each case as required by this Agreement following a request therefor from either party and in any event upon the first day of the seventh month following the Document Effective Date and again on the first anniversary of the Document Effective Date.

(d) As to Foreign Loans, if any, that the Company shall have elected to include in the Borrowing Base, the Company, at its own expense, shall retain counsel licensed in the Foreign Jurisdictions involved with such Foreign Loans. Such retained foreign counsel shall draft the documents necessary to assign the Foreign Loans to the Company, and, to the extent that any such document is other than in the English language, such document, when delivered to the Custodian pursuant to the Custodial and Paying Agency Agreement, shall be accompanied by a translation thereof in the English language, certified as to its accuracy by an executive officer or general counsel of the Company and, if such executive officer or general counsel shall not be fluently bilingual, the translator thereof. Notwithstanding this Section 3.7(d) or anything else to the contrary contained herein, the requirements set forth in this Section 3.7(d) shall not apply to Foreign Loans that the Company has not elected to include in the Borrowing Base. For the avoidance of doubt, any Foreign Loans that do not comply with this Section 3.7(d) are deemed removed from the Borrowing Base.

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(e) The Company shall promptly submit all recordable Transfer Documents for recordation or filing in the appropriate land, chattel, Uniform Commercial Code, and other records of the appropriate county, state or other jurisdictions (including any applicable Foreign Jurisdiction), to effect the transfer of the Loans to the Company. All Transfer Documents shall provide that all recorded documents be returned to the Custodian at its notice address set forth in the Custodial and Paying Agency Agreement, as such address might be modified in the manner provided in the Custodial and Paying Agency Agreement. The Company shall be responsible for diligently and promptly following up with respect to any non-conforming Transfer Documents that are returned and not recorded, gaps in the chain of title and the like to ensure that each and all of the Transfer Documents are properly filed or recorded as appropriate. The Company shall include in the reports described in and required pursuant to Section 3.7(c) all required information concerning the recording and/or filing and return of all recordable Transfer Documents.

(f) The Collateral Agent shall have the right (but not the obligation) to, and the Company hereby irrevocably appoints the Collateral Agent its lawful attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company or otherwise, to, from time to time in the Collateral Agent’s reasonable discretion, following any failure by the Company to comply with its obligations pursuant to this Section 3.7 or Section 3.1, to prepare, execute and/or record all relevant Transfer Documents and other documents as might be reasonably necessary to satisfy the obligations of the Company pursuant to this Section 3.7 and/or pursuant to Section 3.1. All out-of-pocket expenses (including all Attorney Costs) incurred by the Collateral Agent in connection with its actions pursuant to this Section 3.7(f) shall be for the account of the Company, shall be paid, or reimbursed to the Collateral Agent, as the case may be, by the Company forthwith on demand, and such obligation of the Company shall constitute a Secured Obligation.

(g) Delivery of Non-Original Signatures. A facsimile, machine-generated or stamp signature may be used on the endorsements of any Loan Note (including the endorsements by allonge) if and to the extent that a facsimile, machine-generated or stamp signature on an endorsement or an allonge (as applicable) is legally enforceable under applicable Law. If the Company endorses any Loan Notes using a facsimile or machine-generated signature or stamp signature, it shall so inform the Collateral Agent, with a copy to the Custodian prior to the time that the Company undertakes to endorse the applicable Loans or delivers any further Custodial Documents to the Custodian. The Collateral Agent reserves the right to request that the Company provide the Collateral Agent with a written legal opinion from the Company’s counsel to the effect that the facsimile or machine-generated or stamp signatures are legally enforceable, to the same extent as original signatures, under applicable Law. If the Company provides notice to the Collateral Agent, with a copy to the Custodian, that it will use facsimile or machine-generated or stamp signatures on its endorsements, the Custodian shall be authorized to accept such endorsements unless and until the Collateral Agent directs otherwise in writing to the Custodian, with a copy to the Company (which the Collateral Agent will do only if it requests and does not receive a legal opinion regarding the same from the Company).

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(h) Notwithstanding that the Transfer Documents indicate a direct transfer of the Loan Notes and other instruments and property from the SVB Receiver to the Company, for all purposes it is understood and agreed that such Loan Notes, instruments and property were transferred by the SVB Receiver to the Failed Bank, and then by the Receiver to the Company.

Section 3.8. Additional Collateral.

In addition to the Additional Collateral Procedures set forth on Exhibit L, the following shall be conditions precedent for the inclusion of any Additional Collateral in the Borrowing Base:

(1) Securities account control agreement reasonably acceptable to Collateral Agent, if applicable;

(2) Security interest opinion of counsel; and

(3) delivery of all applicable Custodial Documents related to such Additional Collateral to the Custodian.

ARTICLE IV

Events of Default

Section 4.1. Events of Default. Any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute an “Event of Default” hereunder:(a) Any Grantor fails to pay (including to prepay) (i) when and as required to be paid (or prepaid) herein or in the Purchase Money Note or the Advance Facility Agreement (whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise), any amount of principal of any Purchase Money Note or any Facility Loan, or (ii) within three (3) Business Days after the same becomes due, any interest on any Purchase Money Note or any Facility Loan, or (iii) within three (3) Business Days after the same becomes due, any other amount payable by such Grantor under any Purchase Money Note, the Advance Facility Agreement, this Agreement, the Custodial and Paying Agency Agreement or any other PA Financing Transaction Document; or (b) the occurrence of an Insolvency Event (without any cure period other than as may be provided for in the definition thereof) with respect to any Debtor, or the reasonable determination by the Collateral Agent in good faith that an Insolvency Event has occurred; or

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(c) Any final, non-appealable judgment or order (or combination of final, non-appealable judgments and orders) entered by a court or courts of competent jurisdiction for the payment of money equal to or in excess of $25,000,000 individually or in the aggregate (to the extent not fully covered by insurance (less any deductible) and as to which the insurer has acknowledged responsibility to pay such judgment or order) shall be rendered against the Company and

(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;

(ii) such judgment has not been stayed, vacated or discharged within sixty (60) days of entry; or

(iii) there shall be any period (after any applicable statutory grace period) of 30 consecutive days during which a stay of enforcement of such judgment or order shall not be in effect; or

(d) the occurrence of a Change of Control; or

(e) the failure of any Grantor to remit or cause to be remitted all Loan Proceeds to the Lenders, the Note Holders or the Paying Agent as and when required pursuant to this Agreement and/or the Custodial and Paying Agency Agreement; or

(f) any representation, warranty, certification or other written statement of fact made by or on behalf of any Grantor in any Purchase Money Note, the Advance Facility Agreement, this Agreement, the Custodial and Paying Agency Agreement or any other PA Financing Transaction Document, or in any certified written statement or certificate at any time delivered pursuant to or in connection with any PA Financing Transaction Document (including any Distribution Date Report or any Facility Loan Certificate), shall be (i) false or incorrect when made, to the extent such representation, warranty, certification or written statement of fact is qualified by materiality, or (ii) false or misleading in any material respect when made, to the extent such representation, certification or written statement of fact is not qualified by materiality; or

(g) [Reserved]; or

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(h) a Material Adverse Change shall occur; or (i) any Grantor fails to perform or observe in any material respect any covenant or agreement contained in (i) Section 7.7, 7.8, 7.11, 7.12(a), 7.12(f) or 7.12(g), or the first sentence of Section 7.2, of this Agreement, or (ii) Section 3.1(b), 11.3 or 11.4 of the Custodial and Paying Agency Agreement; or

(j) any Grantor fails to perform or observe in any material respect any material covenant or agreement (not specified in subsections (a) through (i) above) contained in any Purchase Money Note, the Advance Facility Agreement, this Agreement, the Custodial and Paying Agency Agreement or any other PA Financing Transaction Document on its part to be performed or observed and such failure continues unremedied for thirty (30) days after the earlier to occur of (i) such Grantor obtaining actual knowledge of such failure or (ii) receipt by such Grantor of written notice thereof from the Collateral Agent, the Notes Designee, the Custodian or the Paying Agent; or

(k) (A) shared loss coverage with respect to any material portion of the Shared-Loss Loans or Shared-Loss Assets shall be lost, or a material portion of the Shared-Loss Loans shall cease to be treated as Shared-Loss Loans or shall cease to be treated as Shared-Loss Assets and (B)(x) the Company shall have failed, within forty-five (45) days following the event described in sub-clause (A), to prepay (disregarding any prepayments effected through the application of distributions under the Custodial and Paying Agency Agreement (other than pursuant to Sections 3.3 and 11.3(d) of the Custodial and Paying Agency Agreement), any set off by the Receiver with respect to amounts owed by the Receiver pursuant to the Purchase and Assumption Agreement or any prepayment pursuant to Section 3.5 of the Custodial and Paying Agency Agreement) the Purchase Money Note and/or the Facility Loans, as set forth below, in an aggregate amount equal to a multiple (equal to the quotient of 1, divided by the Applicable Percentage (expressed as a decimal)) of the maximum aggregate shared loss payments that the Receiver, but for the occurrence of such event, might at any time or from time to time have been required to make with respect to such Shared-Loss Loan or Shared Loss Asset pursuant to the Shared-Loss Agreement (for purposes of this clause, “Applicable Percentage,” “Shared-Loss Loan” and “Shared-Loss Asset” each has the meaning given to such term in the Shared-Loss Agreement) or (y) the Company shall have failed, within forty-five (45) days following the event described in sub-clause (A), to prepay (disregarding any prepayments effected through the application of distributions under the Custodial and Paying Agency Agreement (other than pursuant to Sections 3.3 and 11.3(d) of the Custodial and Paying Agency Agreement), any set off by the Receiver with respect to amounts owed by the Receiver pursuant to the Purchase and Assumption Agreement or any prepayment pursuant to Section 3.5 of the Custodial and Paying Agency Agreement) the Purchase Money Note, and/or the Facility Loans, as set forth below, in an amount equal to 100% of such Loss (it being understood and agreed, with respect to both clause (x) and (y), that if there is a bona fide dispute between the Company and the Receiver under the Shared-Loss Agreement as to any particular asserted loss of shared loss coverage, cessation of treatment as a Shared-Loss Loan or Shared-Loss Asset, as the case may be, then this Section 4.1(k) shall not apply to such particular matter unless and until such dispute is resolved (in accordance with the dispute resolution procedures set forth in the Shared-Loss Agreement or otherwise)).

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Any prepayment made pursuant to clause (x) or (y) of the preceding sentence shall be effected in accordance with Sections 3.3, 11.3(d) and 11.4 of the Custodial and Paying Agency Agreement; or

(l) any material provision of any Purchase Money Note, the Advance Facility Agreement, this Agreement, the Custodial and Paying Agency Agreement or any other PA Financing Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Secured Obligations (and termination or expiration of the Commitments), ceases to be in full force and effect; or any Grantor contests in any manner the validity or enforceability of any provision of any Purchase Money Note, the Advance Facility Agreement, this Agreement, the Custodial and Paying Agency Agreement or any other PA Financing Transaction Document; or any Grantor denies that it has any or further liability or obligation under any Purchase Money Note, the Advance Facility Agreement, this Agreement, the Custodial and Paying Agency Agreement or any other PA Financing Transaction Document other than as expressly provided herein or therein, or purports to revoke, terminate or rescind any provision of any Purchase Money Note, the Advance Facility Agreement, this Agreement, the Custodial and Paying Agency Agreement or any other PA Financing Transaction Document; or

(m) (i) this Security Agreement, considered together with any REO Mortgages that have been delivered hereunder, shall for any reason (other than pursuant to the express terms hereof or thereof) fail or cease to create a valid and perfected first priority Lien on all or any material portion of the Collateral (disregarding any Permitted/Excluded Lien, and other than, if applicable, with respect to any REO Property as to which, without any violation of this Agreement, no REO Mortgage exists), or (ii) any Grantor shall so assert, and (with respect only to clause (i)) such failure continues unremedied for thirty (30) days after the earlier to occur of (x) such Grantor obtaining actual knowledge of such failure or cessation or (y) receipt by such Grantor of written notice thereof from the Collateral Agent, the Custodian or the Paying Agent.

ARTICLE V

Remedies

Section 5.1. Remedies.

(a) General. If an Event of Default shall have occurred and be continuing:

(i) The Purchase Money Note is subject to acceleration as set forth in the Purchase Money Note;

(ii) The Lender may take any one or more of the actions specified in Section 8.02 of the Advance Facility Agreement; (iii) The Collateral Agent may institute Proceedings for the collection of all other amounts then payable by any Debtor pursuant to this Agreement, whether by declaration or otherwise, enforce any judgment obtained, and collect from such Debtor moneys adjudged due;

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(iv) The Collateral Agent may institute Proceedings from time to time for the complete or partial foreclosure of the Collateral or collateral pursuant to any other PA Financing Transaction Document;

(v) The Collateral Agent may exercise any rights or remedies pursuant to this Agreement and/or one or more of the other PA Financing Transaction Documents and/or any rights or remedies of a secured party under the UCC, and take any other appropriate action to protect and enforce the rights and remedies of the Collateral Agent;

(vi) The Collateral Agent may sell the Collateral or any portion thereof or rights or interest therein;

(vii) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to any Collateral and, in addition, the Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. To the maximum extent permitted by applicable Law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Collateral Agent, which may be withheld in its discretion) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all of or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt by the Collateral Agent or the officer making the sale of the purchase price for such Collateral shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

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Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obliged to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. The Collateral Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such sale or other disposition; and/or

(viii) The Collateral Agent may exercise any and all rights and remedies of any Grantor under or in connection with the Shared Loss Agreements, Article VIII of the Purchase and Assumption Agreement, any Servicing Agreement or otherwise in respect of the Collateral, including, without limitation, any and all rights of any Grantor to take or refrain from taking any action thereunder, or to receive, demand or otherwise require payment of any amount thereunder, or to require the performance of any provision thereof. In furtherance and not in limitation of the foregoing, the Collateral Agent, on behalf of the Secured Parties, may: (A) notify any and all obligors under the aforementioned contracts that the same have been assigned to the Collateral Agent, for the benefit of the Secured Parties, that the Collateral Agent, on behalf of the Secured Parties, is entitled to exercise all rights pertaining thereto, and that all payments thereon and other performance thereunder are to be made and rendered directly and exclusively to the Collateral Agent, for the benefit of the Secured Parties; (B) renew, extend, modify, amend, accelerate, accept partial payments or performance on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate or deal with, on terms acceptable to the Collateral Agent, on behalf of the Secured Parties, in whole or in part, the rights to the Collateral and any amounts owing thereon or any performance due thereunder or any of the Grantors’ rights or interests therein; (C) enter into any other agreement relating to or affecting the rights to the Collateral; and (D) give all consents, waivers and ratifications in respect of the rights of each Grantor and exercise all other rights, powers and remedies and otherwise act with respect thereto as if it were the owner thereof. Each Grantor hereby releases the Collateral Agent and the Secured Parties from, and agrees to hold each of them harmless from and against, any claims arising out of any action taken or omitted to be taken with respect to any such contracts.

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If the Collateral Agent sells any of the Collateral upon credit, the Grantors will be credited only with payment actually made by the purchaser, received by the Collateral Agent and applied in accordance with Section 5.2 hereof. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the same rights and duties set forth herein. Pursuant to Sections 11.22 and 11.23 hereof, the Company specifically acknowledges, consents and agrees that, in exercising any of its rights or remedies pursuant to this Article V, including in effecting any Sale pursuant to Section 5.3, the Collateral Agent shall not be required to effect any Disposition of any rights of the Company under Article VIII of the Purchase and Assumption Agreement and/or under the Shared-Loss Agreement.

(b) Cooperation to Facilitate Transfer.

(i) In furtherance of, and not in limitation of the respective rights of the Notes Designee and the Collateral Agent, and the obligations of the Debtors, under the Custodial and Paying Agency Agreement, while an Event of Default shall have occurred and be continuing, and, in any event, from and after any exercise of any of the remedies specified in Section 5.1(a), each Grantor forthwith shall (x) execute (and have acknowledged) and deliver to the Collateral Agent (in such form as the Collateral Agent may specify) such endorsements and allonges to Loan Notes, Receiver Assignment and Lost Instrument Affidavits, Receiver Mortgage Assignments, deeds, assignment of leases and other documents of assignment, conveyance or transfer as the Collateral Agent may specify to evidence the transfer to the Collateral Agent (including of record) the Loans, the Underlying Collateral, the Underlying Collateral Documents and the Acquired Property, and (y) deliver to the Collateral Agent such originals or copies of the Collateral Books and Records and Servicing Records, and in such format (including electronic format), as the Collateral Agent may specify, and (in each case) shall cause any Servicer for such Grantor to assist in effecting the foregoing.

(ii) While an Event of Default shall have occurred and be continuing, and, in any event, from and after any exercise of any of the remedies specified in Section 5.1(a), each Grantor shall, and shall cause any Servicer for such Grantor to, provide the Collateral Agent and any Servicer engaged by it in a timely manner with all documents, records and data (including electronic documents, records and data) requested by any of them to enable it (and any Servicer) to service, manage or otherwise administer the Loans, the Underlying Collateral and Acquired Property, and to cooperate with the Collateral Agent and any Servicer engaged by it in effecting the transfer of such responsibilities from the Company (or any Servicer of the Company), including (A) the transfer within one (1) Business Day of all cash amounts that, at the time, shall be or should have been credited to the Collection Account or are thereafter received with respect to any Loans, Underlying Collateral or Acquired Property, (B) the transfer of all lockbox accounts with respect to which payments or other amounts with respect to the Loans are directed or the redirection of all such payments and other amounts to such account as the Collateral Agent might specify, and (C) the assignment to the Collateral Agent (or any Person designated by it) of the right to access all such lockbox accounts, the Debtor Accounts and any other account into which Loan Proceeds or Borrower escrow or other payments are deposited or held; provided, however, that the documents, records and data delivered by any Grantor pursuant to this Section 5.1(b)(ii) shall be limited to those documents in the possession of any Grantor (or any Servicer of any Grantor) at the time of such transfer or which any Grantor (or any Servicer of any Grantor) acquires thereafter and shall not include or be deemed to include any documents, records or data in the possession of the Custodian (other than the Company acting as Custodian).

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The Debtors shall be liable for all costs and expenses incurred by the Collateral Agent (I) associated with the complete transfer of the servicing data, (II) associated with the completion, correction or manipulation of servicing data as may be required to correct errors or insufficiencies in the servicing data to enable the Collateral Agent and/or any successor Servicer to service the Loans and Acquired Property properly and effectively, and (III) to retain and maintain the services of a successor Servicer (and any subservicers). Within a reasonable time after receipt of a written request of the applicable Debtor for the same, the Collateral Agent shall provide reasonable documentation evidencing such costs and expenses.

(iii) In furtherance of the foregoing, the Debtors shall at all times (before or after the occurrence of an Event of Default) procure the agreement of each Servicer with respect to any Grantor (which agreement shall be for the express benefit of the Collateral Agent, on behalf of the Secured Parties, and shall be delivered to the Collateral Agent) that, (x) the Collateral Agent may, upon notifying such Servicer that an Event of Default shall have occurred and be continuing, terminate the relevant Servicing Agreement, or assume or assign the relevant Grantor’s rights thereunder (in each case insofar as such Servicing Agreement relates to the Collateral), without any further consent, or additional or incremental cost or restriction payable by the Collateral Agent, of any kind, and (y) regardless of whether or not the Collateral Agent exercises rights under clause (x), upon delivery of such notice and to the extent so requested from time to time by the Collateral Agent, as the case may be, such Servicer shall perform the actions specified in Sections 5.1(b)(i) and/or (ii) at its ordinary and customary rates (including expense reimbursement), or, if lower, at the rates (including expense reimbursement) applicable under the relevant Servicing Agreement, for such services.

(c) General Power of Attorney. Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, as its true and lawful attorney-in-fact for the purposes of this Agreement and allowing the Collateral Agent to perfect, preserve the validity, perfection and priority of, and enforce any Lien granted by this Agreement and, after the occurrence and during the continuance of any Event of Default, to exercise its rights, remedies and powers and privileges under this Agreement.

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Without limiting the generality of the foregoing, the Collateral Agent shall be entitled under this Section 5.1(c) to do or effect (and to employ the power of attorney set forth above in this Section 5.1(c) to do or effect) any of the following if an Event of Default has occurred and is continuing: (i) ask, demand, collect, sue for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of any or all of the Loans; (ii) file any claims or take any action or proceeding in any court of law or equity that the Collateral Agent may reasonably deem necessary or advisable for the collection or other enforcement of all or any part of the Loans, defend any suit, action or proceeding brought against any Grantor with respect to any Loan, and settle, compromise or adjust any such suit, action or proceeding; (iii) execute, in connection with any sale or disposition of the Loans, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Loans; (iv) enforce the rights of any Grantor under any provision of any Servicing Agreement to the extent permitted thereunder; (v) pay or discharge taxes and Liens levied or placed on the Loans; (vi) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Loans as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes; (vii) make, execute, sign, acknowledge, deliver or file any certificate, document or other instrument that such Grantor is required to execute and deliver pursuant to Section 5.1(b)(i) or (ii) hereof; and (viii) generally, at the Collateral Agent’s option and the Debtors’ expense, at any time and from time to time, all acts and things that the Collateral Agent reasonably deems necessary to enforce all rights, interests and remedies of such Grantor with respect to the Collateral, to protect, preserve, or realize upon the Collateral and the Collateral Agent’s (for its benefit and the benefit of the Secured Parties) security interests in any Collateral and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Section 5.2. Application of Proceeds. After the exercise of remedies provided for in Section 5.1(a) (or after the Purchase Money Note or the Facility Loans have automatically become immediately due and payable as set forth in the Purchase Money Note or Section 8.02 of the Advance Facility Agreement), any amounts received by the Collateral Agent in respect of the Collateral or otherwise on account of the Secured Obligations shall be applied by the Collateral Agent in the following order of priority (in each case until the specified amount is paid in full):

First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents, the Custodian and the Paying Agent in their respective capacities as such (i.e., for the Agents’, Custodians’ and Paying Agents’respective own accounts and not for the account of other Persons), ratably among such Persons in proportion to the respective amounts described in this clause First payable to them;

Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest and Withholding Tax Gross-up Payments) payable to each Note Holder or the FDIC (in any capacity), ratably among such Persons in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest (including Default Interest) on the Purchase Money Note ratably to each Note Holder in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Purchase Money Note ratably to each Note Holder in proportion to the respective amounts described in this clause Fourth payable to them;

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Fifth, to payment of that portion of the Secured Obligations constituting Withholding Tax Gross-up Payments payable to any Person, ratably among such Persons in proportion to the respective amounts described in this clause Fifth payable to them;

Sixth, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest (including Default Interest) on the Facility Loans ratably to each Lender in proportion to the respective amounts described in this clause Sixth payable to them;

Seventh, to payment of that portion of the Secured Obligations constituting unpaid principal of the Facility Loans ratably to each Lender in proportion to the respective amounts described in this clause Seventh payable to them;

Eighth, to payment of that portion of any other Secured Obligations owed to any Lender, any Note Holder or any Agent under the Purchase Money Note, the Advance Facility Agreement, this Agreement, the Custodial and Paying Agency Agreement or any of the other PA Financing Transaction Documents, ratably among each Lender, each Note Holder, and the Agents in proportion to the respective amounts described in this clause Eighth payable to them;

Ninth, to payment of that portion of any other non-contingent Secured Obligations owed to any Person pursuant to the indemnification obligations of the Debtors under this Agreement, ratably among such Persons in proportion to the respective amounts described in this clause Ninth payable to them;

Tenth, to payment of that portion of any other non-contingent Secured Obligations owed to any Person, ratably among such Persons in proportion to the respective amounts described in this clause Tenth payable to them; and

Eleventh, to the Collateral Agent, such amount as the Collateral Agent shall determine in good faith is necessary or advisable to cash collateralize the contingent indemnification obligations of the Debtors under this Agreement, to be held by the Collateral Agent (or its designee) as such cash collateral; and

Last, the balance, if any, after all of the Secured Obligations (other than contingent indemnification obligations which have not been asserted) have been paid in full, to the Company (for the account of itself and the other Grantors) or as otherwise required by Law.

Amounts used to cash collateralize contingent indemnification obligations pursuant to clause Eleventh above shall be applied to satisfy such indemnification obligations if and when, and to the extent, they become non-contingent.

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Section 5.3. Sale of Collateral.

(a) The power to effect any sale or other disposition during the existence of an Event of Default (a “Sale”) of any portion of the Collateral shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all Secured Obligations shall have been paid. The Collateral Agent from time to time may postpone any public Sale by public announcement made at the time and place of such Sale. The Collateral Agent hereby expressly waives its right to any amount fixed by law as compensation for any Sale.

(b) In connection with a Sale of all or any portion of the Collateral:

(i) The Collateral Agent may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability;

(ii) The Collateral Agent may bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the extent permitted by, applicable Law in connection therewith, may purchase all or any portion of the Collateral in a private sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable by the Collateral Agent as a result of such Sale in accordance with Section 5.2 on the Distribution Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it;

(iii) The Collateral Agent may execute and deliver an appropriate instrument of conveyance transferring the respective interests of the Grantors in any portion of the Collateral in connection with a Sale thereof;

(iv) The Collateral Agent is, pursuant to Section 11.1 of this Agreement, appointed the agent and attorney-in-fact of each Grantor to transfer and convey its interest in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale; and

(v) No purchaser or transferee at such a Sale shall be bound to ascertain the Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

Section 5.4. No Impairment of Action. The Collateral Agent’s right to seek and recover judgment pursuant to this Agreement shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Agreement. Neither the Liens created hereby nor any rights or remedies of the Collateral Agent shall be impaired by the recovery of any judgment by Collateral Agent against any Grantor or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of such Grantor. Any money or property collected by Collateral Agent shall be applied in accordance with Section 5.2.

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Section 5.5. Remedies Cumulative; Waiver. The rights and remedies of each of the Collateral Agent, the Notes Designee, each Note Holder and each Lender pursuant to this Agreement shall be in addition to, and not in limitation or exclusion of, any other rights and remedies that they may have (whether by operation of law, in equity, under contract (including any other PA Financing Transaction Document) or otherwise) and without prejudice and in addition to any right of setoff, recoupment, combination of accounts, Lien or other right to which it is at any time entitled. Each of the Collateral Agent, each Note Holder, the Notes Designee and each Lender may enforce any of its remedies in its sole discretion. No delay or failure on the part of the Collateral Agent, the Notes Designee, any Note Holder or any Lender to exercise any right or remedy to which it may become entitled hereunder upon an Event of Default shall constitute abandonment or waiver of any such right and the Collateral Agent, the Notes Designee, any Note Holder or any Lender shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

Section 5.6. Waiver of Certain Rights and Remedies. To the extent permitted under applicable Law, each Grantor hereby waives all rights and remedies of a debtor or grantor under the NY UCC or other applicable Law, and all formalities prescribed by law relative to the sale or disposition of the Collateral (other than notice of sale and any other formalities expressly provided in this Agreement), after the occurrence and during the continuation of an Event of Default and, except as otherwise set forth herein, all other rights and remedies of such Grantor with respect thereto.

ARTICLE VI

Representations and Warranties

Section 6.1. Representations and Warranties. Each Grantor hereby represents, warrants and covenants, to each of the Notes Designee and the Collateral Agent, as of the date hereof (or, in the case of any Person first becoming a “Grantor” hereunder after the date hereof, as of the date such Person becomes a “Grantor” hereunder) and at all times until the satisfaction and discharge of all Secured Obligations in full and termination or expiration of the Commitments, that:

(a) Such Grantor (i) is a corporation, limited liability company or other legal entity that is validly existing and in good standing under the Laws of the state of its organization, and (ii) has qualified to do business as a foreign corporation, limited liability company or other legal entity and will remain so qualified, and is and will remain in good standing, in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary and in which failure to so qualify would have a material adverse effect upon such Grantor or its ability to perform its obligations under the Grantor PA Financing Transaction Documents, and (iii) has full power to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under the Grantor PA Financing Transaction Documents.

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The execution, delivery and performance by such Grantor of each PA Financing Transaction Document to which such Grantor is a party have been duly authorized by all requisite corporate or analogous action on the part of such Grantor and/or its stockholders or analogous Persons. Each Grantor PA Financing Transaction Document has been duly executed by such Grantor and constitutes a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

(b) There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of such Grantor, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority affecting such Grantor or any of its properties or revenues reasonably likely to adversely affect the grant by such Grantor, or the perfection, of the security interest purported to be created hereby or by the other Grantor PA Financing Transaction Documents in any material portion of the Collateral, or reasonably likely to adversely affect the exercise by the Collateral Agent, the Notes Designee, the Note Holder or the Lender of any of their respective rights or remedies hereunder or under any other Grantor PA Financing Transaction Document with respect to any material portion of the Collateral.

(c) The Grantors are and will be at all times (except as a result of a sale permitted under Section 7.12(c) hereof) the sole and exclusive owners of the Collateral free and clear of any Lien other than Liens in favor of the Collateral Agent (and disregarding any Permitted/Excluded Lien). No effective financing statement or other instrument similar in effect covering all or any part of the Collateral (except in favor of the Collateral Agent) is on file, to any Grantor’s knowledge, in any recording or filing office (disregarding any financing statement with respect to any Lien on the Collateral in favor of any Person claiming by, through or under the Failed Bank).

(d) The execution, delivery and performance by such Grantor of, and the consummation of the transactions contemplated by, the Grantor PA Financing Transaction Documents do not and will not (A) violate (1) any applicable provision of any Law or of the Organizational Documents of such Grantor, (2) any order of any Governmental Authority or arbitrator or (3) any material provision of any indenture or any agreement or other instrument to which such Grantor is a party or by which it or the Collateral is or may be bound, (B) constitute (alone or with notice or lapse of time or both) a default pursuant to any such indenture or agreement or other instrument, (C) result in the creation or imposition of any security interest in or Lien upon the Collateral (other than the security interest and Lien created thereon pursuant to this Agreement) or (D) require the consent of any party for the granting of the security interest created hereby.

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(e) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body (other than the FDIC), or any other Person, is required on the date hereof for (i) the due execution, delivery and performance by such Grantor of the Grantor PA Financing Transaction Documents, (ii) the grant by such Grantor of the Lien purported to be created hereby, or by any REO Mortgage, in the Collateral or (iii) the exercise by the Collateral Agent, the Notes Designee, the Note Holder or the Lender of any of their respective rights and remedies under the Grantor PA Financing Transaction Documents. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body (other than the FDIC), or any other Person, is required for the perfection of the Lien purported to be created hereby, or by any REO Mortgage, in the Collateral, except for (A) the filing of a UCC-1 financing statement properly describing the Collateral and identifying such Grantor and Collateral Agent in the applicable jurisdiction required pursuant to the Uniform Commercial Code, (B) execution and delivery of the Account Control Agreement pursuant to the Uniform Commercial Code, (C) execution and delivery by the Custodian of the Custodial and Paying Agency Agreement containing an acknowledgment by the Custodian that it holds possession of the Custodial Documents for the Collateral Agent’s benefit, (D) with respect to any REO Property, the execution and delivery of an REO Mortgage with respect to such REO Property and the due recording of such REO Mortgage in the appropriate recording office(s) and (E) the taking of any action required to maintain continuing perfection with respect to proceeds which cannot be perfected by the filing of financing statements under the Uniform Commercial Code (subclauses (A), (B), (C), (D) and (E), each a “Perfection Requirement” and collectively, the “Perfection Requirements”).

(f) This Agreement, considered together with any REO Mortgages that have been delivered hereunder, creates a legal, valid and enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral (other than, if applicable, any REO Property as to which, without any violation of this Agreement, no REO Mortgage exists), as security for the Secured Obligations. The compliance with the Perfection Requirements will result in the perfection of such security interests. After compliance with the Perfection Requirements, such security interests, including in the case of Collateral in which such Grantor obtains rights after the date hereof (other than, if applicable, any REO Property as to which, without any violation of this Agreement, no REO Mortgage exists), will be perfected, first priority security interests, subject only to the Permitted/Excluded Liens. Such Perfection Requirements and all other action necessary or desirable to perfect and protect such security interest have been duly made or taken with respect to any Collateral included by the Company in the Borrowing Base, except for the other filings and recordations and actions described in Section 6.1(e) above.

(g) (i) Such Grantor is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of the Purchase Money Note or any Facility Loan will be used for any purpose that violates Regulation U.

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(ii) None of such Grantor, or any Person Controlling such Grantor, is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

(h) None of such Grantor or, any of its Affiliates is in violation of any applicable Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, and any related compliance programs. None of such Grantor or, any of its Affiliates or any broker or other agent of such Grantor acting in any capacity in connection with, or receiving funds as a result of, the financing pursuant to any PA Financing Transaction Document is any of the following:

(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a Person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a Person with which any Lender or any Note Holder is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(v) a Person that is an Embargoed Person;

(vi) a Person that engages in any dealings or transactions, or is otherwise “associated with” (as defined in 31 C.F.R. 594.101, et seq.), any Embargoed Person; or

(vii) a Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

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None of such Grantor or, to the knowledge of such Grantor, any broker or other agent of such Grantor acting in any capacity in connection with the financing pursuant to any PA Financing Transaction Document (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in the immediately preceding paragraph, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

To the extent that any representations or warranties in this Section 6.1(h) are qualified by the knowledge of the Person making them, such knowledge shall be deemed to be based upon such person’s due inquiry and investigation.

(i) No part of the funds used by the Company to acquire “Assets” (as such term is defined in the Purchase and Assumption Agreement) (including the Collateral) constitute the assets of (i) any employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to part 4 of Title I of ERISA or Section 4975 of the Code or (ii) any entity, the assets of which would be treated as assets of any such plan pursuant to Department of Labor Regulation 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA.

(j) No consideration that such Grantor or any of its Affiliates pledges or pays hereunder or under any PA Financing Transaction Document in connection with any transaction regarding any assets will have been derived from or related to any activity that is deemed criminal under United States law.

(k) No report, financial statement, certificate or other written information furnished (prior to, at or after the Closing Date) by or on behalf of such Grantor or any of its Affiliates to any Agent, any Lender or any Note Holder, in each case, in connection with the negotiation of, or the transactions contemplated by, any PA Financing Transaction Document (excluding for this purpose the Purchase and Assumption Agreement) or pursuant to the terms hereof or of any other PA Financing Transaction Document, when considered in its entirety, contained any material misstatement of fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, such Grantor represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results.

(l) As of the Document Effective Date, to the Company’s knowledge, there is no Document Effective Date REO Property.

ARTICLE VII

Covenants

Section 7.1. Debtor Accounts. The Debtors shall establish and maintain with the Paying Agent (or its Affiliate) the Debtor Accounts pursuant to the terms and conditions of the Custodial and Paying Agency Agreement.

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Section 7.2. Grantor Status; Licensing. Each Debtor shall, at all times, constitute a corporation, limited liability company or other legal entity organized under the laws of the state of its formation. Each Debtor shall at all times maintain all such licenses as are required to conduct its business, including qualifications to conduct business in jurisdictions other than its state of formation and licenses to purchase, own or service the Loans and, if applicable, operate, manage, lease and dispose of Acquired Property, if the failure to so obtain such licenses would reasonably be expected to result in the imposition of material fines, penalties or other liabilities on such Debtor, claims and defenses being asserted against such Debtor (including counterclaims and defense asserted by Borrowers), or materially adversely affect such Debtor or such Debtor’s ability to foreclose on the Underlying Collateral securing or otherwise realize the full value of any Loan or Acquired Property.

Section 7.3. Custodian and Paying Agent. The Company shall establish the Collection Account and the Distribution Account at the Paying Agent (or its Affiliate), and shall at all times be party to an Account Control Agreement. The Custodian at all times shall have custody and possession of the Loan Notes and other Custodial Documents to the extent required pursuant to the Custodial and Paying Agency Agreement. At no time shall there be more than one Custodian or more than one Paying Agent. The fees and expenses paid to the Custodian and to the Paying Agent shall be no more than market rates. In the event that the Debtors remove any Loan Notes or other Custodial Documents from the possession of the Custodian (which shall be done only in accordance with the Custodial and Paying Agency Agreement), (a) any loss or destruction of or damage to such Loan Notes or Custodial Documents shall be the liability of the Debtors (who shall be responsible for safeguarding such Loan Notes and Custodial Documents), and (b) such Loan Notes shall be returned to the Custodian within the time provided under the Uniform Commercial Code to maintain the Collateral Agent’s perfection thereof by possession. If any Loan Notes or other Custodial Documents are removed in connection with the modification or restructuring of a Loan, the modified or restructured Loan Notes and other Custodial Documents removed in connection therewith shall be returned to the Custodian as soon as possible following the completion of the restructuring or modification (and, in any event, in accordance with clause (b) of the immediately preceding sentence). The Debtors shall ensure that the Collateral Agent and the Notes Designee receive a copy of each material demand, notice or other communication given pursuant to the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder. If the Person then serving as the Custodian shall, at any time and for any reason, cease to be a Qualified Custodian, such Person shall be replaced in accordance with the Custodial and Paying Agency Agreement. If the Person then serving as the Paying Agent shall, at any time and for any reason, cease to be a Qualified Paying Agent, such Person shall be replaced in accordance with the Custodial and Paying Agency Agreement

Section 7.4. Compliance with Law. Each Grantor shall, at all times, comply with applicable Law in connection with the performance of its obligations pursuant to this Agreement and the other PA Financing Transaction Documents.

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Section 7.5. No Conflicting Obligations. Each Grantor shall comply with the Purchase Money Note, the Advance Facility Agreement, this Agreement, the Custodial and Paying Agency Agreement and the other PA Financing Transaction Documents in accordance with their terms, and shall not, at any time, enter into or become a party to any agreement that would conflict with any of the terms thereof.

Section 7.6. Servicing. The Debtors shall service, administer and otherwise manage the Loans, Underlying Collateral and Acquired Property, or cause the Loans, Underlying Collateral and Acquired Property, to be serviced, administered and managed in accordance with the Servicing Obligations. Without limitation of the preceding sentence, whenever the consent of the Receiver is required under the Servicing Obligations, the Debtors also shall be required to secure the consent of the Collateral Agent. Without limiting the generality of the foregoing, the Company shall work diligently to locate the missing information or otherwise take such steps as might be necessary or appropriate to correct any matter noted as an “Exception” on any “Collateral Certificate” (as such terms are defined in the Custodial and Paying Agency Agreement).

Section 7.7. Certain Restrictions. No Debtor shall:

(a) subject to Section 7.12(g), dissolve or liquidate at any time prior to the satisfaction and discharge of all Secured Obligations in full, the termination or expiration of the Commitments and the termination of this Agreement;

(b) place or permit (voluntarily or involuntarily) to exist any Lien on any of the Collateral other than a Permitted/Excluded Lien or take any action to interfere with Collateral Agent’s rights as a secured party with respect to the Collateral.

Section 7.8. Change in Jurisdiction, Name, Location or Identity. Each Grantor agrees to provide the Collateral Agent with not less than thirty (30) days’ prior written notice of any change (a) in the jurisdiction in which it is organized, (b) in its company name, identity or corporate structure (or the equivalent), (c) in the location of its principal place of business or executive office, or (d) in its federal taxpayer identification number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue following such change to have a valid, legal and perfected first priority security interest in the Collateral to the extent a security interest therein may be perfected by filing pursuant to the Uniform Commercial Code.

Section 7.9. Certain Payments and Distributions. The Company will duly and punctually pay, or cause the Paying Agent to pay, the principal of, and accrued interest on, the Purchase Money Note and the Facility Loans in accordance with the terms thereof, and each Grantor shall duly and punctually pay, or cause the Paying Agent to pay, all other amounts payable by such Grantor under this Agreement and/or the Custodial and Paying Agency Agreement.

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Subject to Section 5.2 of the Custodial and Paying Agency Agreement, on each Distribution Date, the Debtors will direct the Paying Agent to distribute amounts on deposit in the Distribution Account in accordance with Section 5.1 of the Custodial and Paying Agency Agreement and the other terms thereof.

Section 7.10. Protection of Collateral; Further Assurances. Promptly upon reasonable request by any Agent, the Company shall (a) correct any defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any PA Financing Transaction Document or other document or instrument relating to any Collateral, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as any Agent may reasonably request from time to time in order to: (i) perfect, ensure the continued perfection of, or protect the assignment and security interest granted or intended to be granted hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral; or (iii) carry out more effectively the purposes of any PA Financing Transaction Document.

Section 7.11. REO Mortgages. If any Debtor acquires any REO Property (including any Document Date Effective REO Property), the relevant Debtor shall inform the Collateral Agent of such event in the case of any REO Property, (I) to the extent practicable under the circumstances, at least ten (10) Business Days prior to such acquisition, and (II) in any event, not later than five (5) Business Days after such acquisition. In addition, in the event that the Company elects to include such REO Property as Collateral for the purposes of the Borrowing Base then, as soon as practicable after, but in any event by not later than ninety (90) days after the acquisition of such REO Property (including any Document Date Effective REO Property), the Debtor that owns such REO Property shall execute and deliver to the Collateral Agent an REO Mortgage with respect to such REO Property in favor of the Collateral Agent for the benefit of the Secured Parties in form and substance reasonably satisfactory to the Collateral Agent (which mortgage shall (i) secure all of the Secured Obligations (or, in jurisdictions with a mortgage recording tax that would be payable on the full amount of the Secured Obligations, such portion or components of the Secured Obligations as the Collateral Agent shall reasonably require), (ii) provide for a release price (or, in the case of REO Property consisting of condominiums or cooperative units or separate land parcels, release prices for individual units or parcels) satisfactory to the Collateral Agent and (iii) contain such other provisions (in addition to those included in the Loan Documents) as the Collateral Agent shall reasonably require in light of the particular nature or characteristics of such REO Property). Such REO Mortgage shall be accompanied by such related documentation and deliveries as the Collateral Agent reasonably may request, each in form and substance satisfactory to the Collateral Agent, including, without limitation, opinions of counsel, lender’s policies of title insurance (together with all endorsements thereto reasonably required by the Collateral Agent, including endorsements with respect to future advances), amendments to any PA Financing Transaction Document deemed necessary or advisable by the Collateral Agent to reflect the particular nature and characteristics of the REO Property in question and the requirements of local law and such additional items as an institutional lender would customarily require in a construction or permanent, as applicable, loan transaction involving a property similar to such REO Property (all of the foregoing to be in form and substance satisfactory to the Collateral Agent).

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Such REO Mortgage shall be duly recorded or filed in such manner and in such places as are required by applicable Law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent granted pursuant to such REO Mortgage, and all taxes, fees and other charges payable in connection therewith shall be paid in full. The costs of preparing, negotiating, and recording such REO Mortgage (including mortgage recording taxes) and the costs associated with such additional documentation and deliverables shall be paid by, and in any event shall be for the account of, the Debtors. From and after such date, if any, that the Company elects to include any REO Property in the Borrowing Base, the Company shall prepare and deliver to the Collateral Agent a form of REO Mortgage that (with such modifications as the Collateral Agent shall specify in its reasonable discretion) shall serve as a model for subsequent REO Mortgages (subject to changes necessary or advisable to reflect local law and the particular nature and characteristics of the REO Property in question). Anything in this Section 7.11 above to the contrary notwithstanding, the Grantors shall in any event have until the 90th day after the Document Effective Date to execute and deliver to the Collateral Agent an REO Mortgage with respect to any Document Effective Date REO Property. Notwithstanding this Section 7.11 or anything else to the contrary contained herein, no REO Mortgage shall be delivered on any REO Property for which a Site Assessment determines there is any material actual or reasonably threatened Environmental Hazard and all such REO Properties shall be deemed removed from the Borrowing Base. For the avoidance of doubt, an REO Property which is not subject to an REO Mortgage is deemed removed from the Borrowing Base and the Company will promptly report such reduction to the Collateral Agent and reflect such reduction in all future reporting regarding the Borrowing Base. Any references in this Section 7.11 to any discretion of the Collateral Agent (including references to any REO Mortgage documention being (i) satisfactory, necessary or advisable to the Collateral Agent or (ii) at the request or requirement of the Collateral Agent) does not impose any responsibility on the Collateral Agent to determine that any REO Mortgage documentation is legal, proper, prudent or customary in the jurisdiction where the related property is located, and all such responsibility rests soley with the Company. Notwithstanding this Section 7.11 or anything else to the contrary contained herein, the requirements set forth in this Section 7.11 shall not apply to REO Property except for REO Property that the Company has elected to include in the Borrowing Base.

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Section 7.12. Transfers and Holding of Collateral.

(a) Except as permitted pursuant to Section 7.12(b), (c), (d) or (e) below (and except for the Liens and other rights granted to the Collateral Agent under any PA Financing Transaction Document), no Grantor may Dispose of any Collateral (and, without limitation of the foregoing, each Grantor covenants that, except as permitted pursuant to this Section 7.12(b), (c), (d) or (e) below (and except for the Liens and other rights granted to the Collateral Agent under any PA Financing Transaction Document), it shall not Dispose of any Collateral).

(b) A Debtor may transfer (subject to the Lien of this Security Agreement, any applicable REO Mortgage and the Custodial and Paying Agency Agreement) outright (i) any Loan, and any Collateral related to such Loan (excluding, for the avoidance of doubt, either Debtor Account), and (ii) any Acquired Property, in each case to a Person that is a wholly-owned Subsidiary of such Debtor (and the Company), subject to the satisfaction of the following conditions precedent:

(i) no Event of Default shall have occurred and be continuing and each representation and warranty in Article VI hereof shall be true and correct in relation to such transferee and in relation to the Collateral to be transferred to such transferee, in each case as of the date of such transfer, both immediately before and immediately after giving effect to such transfer;

(ii) without limiting the generality of clause (i), (x) the proposed transferee shall have executed and delivered to the Collateral Agent a Joinder Agreement, and, pursuant to the terms of such Joinder Agreement, shall have become a “Debtor” and a “Grantor” for all purposes of this Agreement and the Custodial and Paying Agency Agreement, (y) all Perfection Requirements shall have been complied with in relation to such proposed transferee and the Collateral proposed to be transferred to such transferee, such that the Collateral Agent shall retain uninterrupted a perfected, first priority Lien with respect to such Collateral after giving effect to such transfer, and (z) without limiting the generality of clause (y), (A) the proposed transferee shall have fully complied with the requirements of Section 3.1 hereof with respect to the Collateral proposed to be transferred to the proposed transferee and (B) the proposed transferee shall have executed and delivered to the Custodian, and the Custodian shall have executed and delivered to the Collateral Agent, such instruments and other documentation (including further Custodial Documents and REO Mortgages) as the Collateral Agent may specify to reflect, or otherwise in respect of, the proposed transfer (including to maintain for the Note Holder, the Notes Designee, the Lender and the Collateral Agent, in relation to the proposed transferee becoming the owner of the Collateral proposed to be transferred to it, the benefits intended to be afforded to the Note Holder, the Notes Designee, the Lender and the Collateral Agent under this Agreement and/or the Custodial and Paying Agency Agreement), all of the foregoing described in this clause (ii) to the satisfaction of the Collateral Agent; and (iii) the Collateral Agent shall have (x) received satisfactory legal opinions addressing such matters as it may deem appropriate in connection with such proposed transfer, (y) completed any due diligence that it may desire to conduct with respect to the proposed transferee, including the conduct of lien searches, and the results thereof shall be reasonably satisfactory to the Collateral Agent, and (z) received satisfactory information concerning anti-money laundering and know your customer requirements, in each case in relation to the proposed transferee.

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(c) Any Debtor may sell outright (i) any Loan, and any Collateral related to such Loan (excluding, for the avoidance of doubt, the Debtor Accounts), or (ii) any Acquired Property, in each case to a Person that is not an Affiliate of such Debtor (or of any Servicer with respect to any Grantor), provided that (x) such sale will not result in the loss or diminution of any rights of, or benefits afforded to, the Company under the Shared-Loss Agreement (including any result of the nature described in Section 4.1(k) hereof), including in relation to the Collateral proposed to be transferred (it being understood and agreed that this clause (x) may in effect require that the Receiver has consented to such sale), (y) such disposition is for fair value payable in full, and solely in cash, upon the consummation of such sale and (z) subject to the Minimum Deposit Provisions, all of such cash proceeds are deposited into the Collection Account immediately upon receipt. Any Debtor also may sell outright any Collateral to the Receiver as and when required to do so in accordance with, or in accordance with any right to do so set forth in, the terms of the Purchase and Assumption Agreement.

(d) Grantors may acquire and hold REO Property, in compliance with this Agreement.

(e) The Grantors may Dispose of Collateral as expressly permitted under Sections 3.2(a) or 3.5 of this Agreement. The Debtors, in the ordinary course of business and in the good faith exercise of their business judgment, and in any event to the extent permitted under the Servicing Obligations and subject to all of the terms and conditions of the Shared-Loss Agreement, may modify (including release) their rights against Borrowers or Obligors.

(f) Each Debtor other than the Company, if any, covenants to the Notes Designee and the Collateral Agent that, prior to the consummation of any transaction, or the occurrence of any other event, as a result of which such Debtor would cease to be a wholly-owned Subsidiary of the Company, it shall transfer, in accordance with Section 7.12(b) hereof, all Collateral then held by it to the Company or another wholly-owned Subsidiary of the Company. The Company shall cause each other Debtor to comply with the preceding sentence. From and after full compliance with this Section 7.12(f), with respect to a Debtor (other than the Company) that has ceased to constitute a wholly-owned Subsidiary of the Company, such Debtor shall cease to constitute a “Debtor” or a “Grantor” for any purpose of this Agreement and the Custodial and Paying Agency Agreement.

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(g) No Debtor will (i) merge or consolidate with or into any other Person or (ii) sell or lease all or substantially all its assets to another Person, unless (A) (x) in the case of (i), either such Debtor shall be the continuing entity or (y) in the case of (i) (not within the ambit of (x)) or (ii), the successor, transferee or lessee entity (if other than the Company) shall expressly assume, by an agreement supplemental hereto for the express benefit of each of the Note Holder, the Lender, the Notes Designee and the Collateral Agent, executed and delivered (to the Collateral Agent and the Notes Designee) by such entity prior to or simultaneously with such consolidation, merger, sale or lease, the due and punctual payment of all obligations, and the due and punctual performance and observance of all of the provisions, under this Agreement and the other PA Financing Transaction Documents, to be paid, performed or observed by such Debtor, and (B) the consummation of such transaction will not result in any Default or Event of Default hereunder. For the avoidance of doubt, (I) no instrument delivered by a successor, transferee or lessee entity pursuant to the preceding sentence shall release any Debtor (including the Debtor party to the transaction described in the preceding sentence) from any of its obligations under any PA Financing Transaction Document and (II) the provisions of this Section 7.12(g) are in addition to, and do not modify in any respect, the other covenants and restrictions set forth in this Agreement (including Sections 7.12(a) and (f)).

(h) Upon execution of a Joinder Agreement by the Collateral Agent and a prospective “Debtor” and/or “Grantor”, such prospective “Debtor” and/or “Grantor”, as the case may be, shall thereafter for all purposes hereof (including for purposes of Section 3.1 hereof) be a party hereto as a “Debtor” and/or as a “Grantor” as applicable, with the same effect as if it had executed this Agreement. Each Grantor and Debtor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor or Debtor hereunder, nor by any election of the Collateral Agent not to cause any particular Person to become a Debtor and/or a Grantor hereunder. This Agreement shall be fully effective as to any Person that is or becomes a party hereto as a “Grantor” and/or a “Debtor” regardless of whether any other Person becomes or fails to become or ceases to be a “Grantor” and/or a “Debtor” hereunder.

Section 7.13. Books and Records; Reports; Certifications; Compliance Reviews.

(a) Maintenance of Books and Records. Each Debtor shall keep and maintain, or cause to be kept and maintained (including by any Servicer with respect to such Debtor, and including records transferred by the Receiver in connection with its conveyance of the Loans and any Acquired Property pursuant to the Purchase and Assumption Agreement), at all times, at such Debtor’s office (or such other location or locations as may be approved by the Collateral Agent, such approval not to be unreasonably withheld), a complete and accurate set of files, books and records regarding the Collateral, the Loans, the Underlying Collateral and the Acquired Property owned or held by it and such Debtor’s and the Collateral Agent’s interests in the Collateral, the Loans, the Underlying Collateral and the Acquired Property, including records relating to the Debtor Accounts, Servicing Obligations, the disbursement of all Loan Proceeds, and any and all other matters known by such Debtor relating to, or to the rights or obligations of the Agents or the Grantors under, this Agreement or any other PA Financing Transaction Document.

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This obligation to maintain a complete and accurate set of records shall encompass all files in the custody, possession or control of such Debtor pertaining to the Collateral, the Loans, the Underlying Collateral and the Acquired Property, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Collateral, the Loans, the Underlying Collateral and the Acquired Property, all documentation relating to items of income and expense pertaining to the Collateral, the Loans, the Underlying Collateral and the Acquired Property, and all internal memoranda of such Debtor with respect to such Debtor or any Servicer with respect to such Debtor pertaining thereto. Each Debtor shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which would become a Lien on any Underlying Collateral held by it. The foregoing notwithstanding, no Debtor shall be deemed to be in breach of this Section 7.13(a) with respect to maintaining complete and accurate files, books and records to the extent that such failure existed at the Failed Bank immediately prior to the Closing Date, provided that the exception provided by this sentence shall only apply to the extent, and for so long as, such Debtor shall be using all commercially reasonable efforts to remedy such failure within a commercially reasonable time frame.

(b) Retention of Books and Records. Each Debtor shall cause all of the books and records described in Section 7.13(a) to be maintained and retained until the Retention Date. Each Debtor shall make all such books and records available (including to make copies of and extracts from the same) for inspection by any Agent or its representatives (including any Governmental Authority) and agents (including any independent contractors) at the offices of such Debtor (or such other location or locations at which such books and records may be maintained pursuant to Section 7.13(a)) at reasonable times during normal business hours on any Business Day, in each instance upon not less than five (5) Business Days’ prior notice to such Debtor (unless an Event of Default shall have occurred and be continuing, in which case no prior notice is required). Upon request by any Agent, such Debtor, at the sole cost and expense of the requesting Agent (unless an Event of Default shall have occurred and be continuing, in which case at such Debtor’s sole cost and expense), promptly shall send copies (the number of copies of which shall be reasonable) of such books and records to the requesting Agent. The Debtors shall use commercially reasonable efforts to provide the Agents with reasonable advance notice of any Grantor’s intention to destroy or dispose of any documents or files relating to the Collateral and, upon the request of an Agent, shall allow such Person, at its own expense (unless an Event of Default shall have occurred and be continuing, in which case at such Debtor’s sole cost and expense), to recover the same from such Grantor. No books or records required to be kept and maintained pursuant to Section 7.13(a) may be destroyed or disposed of at any time on or prior to the Retention Date without the prior written consent of the Collateral Agent.

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(c) Reporting.

(i) As soon as practicable following, but no later than one hundred twenty (120) days immediately after, the end of each Fiscal Year, the Company shall cause its sole shareholder to deliver to the Collateral Agent and the Notes Designee, an audited consolidated balance sheet of the Company’s sole shareholder and its Subsidiaries as at the end of such Fiscal Year, and audited consolidated statements of operations and cash flow of the Company’s sole shareholder and its Subsidiaries for such Fiscal Year, each prepared in accordance with GAAP and accompanied by the Accountants’ report thereon, which shall be certified in the customary manner by the Accountants.

(ii) As soon as practicable following, but no later than forty-five (45) days immediately after, the end of each quarter of each Fiscal Year (other than the last quarter of such Fiscal Year), the Company shall cause its sole shareholder to deliver to the Collateral Agent and the Notes Designee an unaudited consolidated balance sheet of the sole shareholder of the Company and its Subsidiaries as at the end of such calendar quarter and an unaudited consolidated statements of operations and cash flow of the Company’s sole shareholder and its Subsidiaries for such calendar quarter, each prepared in accordance with GAAP.

(iii) The Debtors shall cause to be delivered to the Collateral Agent and the Notes Designee, such information as is specified in Exhibit Q (Form of Distribution Date Report) to the Custodial and Paying Agency Agreement and such other information relating to the Loans, the Underlying Collateral, the Acquired Property, the Collection Account, the Distribution Account, any Minimum Deposit Report, or any Borrower or Obligor as the Collateral Agent or the Notes Designee might reasonably request from time to time and, in any case, shall ensure that the Collateral Agent and the Notes Designee are promptly advised, in writing, of any matter of which any Grantor becomes aware relating to the Loans, the Underlying Collateral, the Acquired Property, the Collection Account, the Distribution Account, any Minimum Deposit Report, or any Borrower or Obligor that materially and adversely affects the interests of any of the Secured Parties.

(iv) Promptly after any Debtor shall obtain knowledge thereof, such Debtor shall notify the Collateral Agent and the Notes Designee:

(x) of the occurrence of any Default or Event of Default; or

(y) of any matter that has resulted or would reasonably be expected to result in a Material Adverse Change.

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Each notice pursuant to this Section 7.13(c)(iv) shall be accompanied by a certificate of a Responsible Officer of the Company (A) that such notice is being delivered pursuant to Section 7.13(c)(iv)(x) or (y) (as applicable) and (B) setting further details of the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto.

(d) Distribution Date Report. Each calendar month, commencing December 2023, the Company shall cause to be furnished to the Collateral Agent and the Notes Designee, on or prior to the seventh Business Day preceding the Distribution Date occurring during such calendar month, the Distribution Date Report, which report shall specify the amounts and recipients of all funds to be distributed by the Paying Agent on such Distribution Date. The Distribution Date Report shall be certified by a Responsible Officer (or an equivalent officer) of the Company. The Company shall also cause the Paying Agent Report to be made available to the Collateral Agent and the Notes Designee in accordance with the terms of the Custodial and Paying Agency Agreement.

(e) Quarterly Compliance Certificates. The Company shall deliver to the Collateral Agent and the Notes Designee, on or before the 45th day after the end of each calendar quarter, an officer’s certificate stating, as to the signer thereof, that (i) a review of the Grantors’ respective activities during such preceding calendar quarter (or portion thereof) and of its performance pursuant to this Agreement, the Custodial and Paying Agency Agreement and the other PA Financing Transaction Documents has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge and belief, based on such review, each of the Grantors has fulfilled all of its obligations pursuant to this Agreement, the Custodial and Paying Agency Agreement and the other PA Financing Transaction Documents in all material respects throughout such calendar quarter or portion thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. The first such officer’s certificate shall cover the period commencing on the Document Effective Date and continuing through the end of December 2023.

(f) Compliance Reviews. Until the Retention Date, each Grantor shall, and shall cause any Servicer for such Grantor to (i) provide each Agent and any of its representatives (including independent contractors), during normal business hours and on reasonable notice (but no less than five (5) Business Days’ notice), with access to all of the books and records described in Section 7.13(a), (ii) permit each Agent and any of its representatives (including independent contractors) to make copies of and extracts from the same, (iii) allow each Agent to cause such books to be reviewed or audited by accountants or other professionals selected by such Agent and (iv) allow each Agent and any of its representatives (including independent contractors and any Governmental Authority) to discuss the affairs, finances and accounts (of the Grantors or any Servicer with respect to any Grantor), as they relate to the Collateral, the Loans, the Underlying Collateral, the Acquired Property, the Servicing Obligations, the Debtor Accounts or any other matters relating to, or to the Agents, or the Grantors’ respective rights or obligations under, this Agreement or any other PA Transaction Financing Document, with such Grantor’s officers, directors, employees, accountants (and by this provision such Grantor hereby authorizes such professionals to discuss such affairs, finances and accounts with such representatives), any Servicer with respect to such Grantor and attorneys ((i) through (iv), collectively, a “Section 7.13(f) Review”).

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Any out-of-pocket expense incurred by any Agent in connection with the exercise by such Agent of its rights in this Section 7.13(f) shall be borne by such Agent; provided, however, that any expense incident to the exercise by any Agent of its rights pursuant to this Section 7.13(f) shall be borne by the Debtors (x) with respect to one (for all of the Agents combined) full Section 7.13(f) Review per year occurring other than during the continuance of an Event of Default and (y) with respect to any and all Section 7.13(f) Reviews occurring (or commenced) during the continuance of an Event of Default. For the avoidance of doubt, to the extent the Company is then-acting as the Custodian, any Section 7.13(f) Review of the Company may include a review of the Company’s compliance with the BIC Requirements.

(g) Trial Balance Reports. Promptly following any request from time to time of the Collateral Agent, the Company shall provide a trial balance report for the Loans having the fields described on Exhibit K (or, with respect to Additional Collateral following consultation with, on a time-of-the-essence basis, the Company regarding such request, such other fields as may be reasonably requested by the Collateral Agent from time to time), in electronic form.

(h) Failed Bank Records. For the avoidance of doubt, the foregoing Section 7.13 shall in no way limit the Company’s obligations with respect to the Failed Bank Records (as defined in the Purchase and Assumption Agreement) under the Purchase and Assumption Agreement (including, without limitation, Article VI of the Purchase and Assumption Agreement).

Section 7.14. Insurance.

(a) The Debtors shall, from and after the Document Effective Date or such earliest date thereafter as may be reasonably practicable, cause to be maintained, for the Underlying Collateral (with respect to which the Borrower has failed to maintain required fire, hurricane, flood and hazard insurance with extended coverage) and the Acquired Property, such insurance coverage as is customary in the area in which the Underlying Collateral or Acquired Property is located and in such amounts and with such deductibles as, from time to time, are customarily carried under similar circumstances by other similarly-situated Persons. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Collateral Agent of written notice thereof, and (ii) with respect to any policy insuring a Grantor or Underlying Collateral, name the Secured Parties as additional insureds (in the case of liability insurance) and name the Collateral Agent as loss payee (in the case of property insurance).

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(b) The Debtors shall, and shall cause any Servicer with respect to any Grantor to, at all times maintain in effect a blanket fidelity bond and an errors and omissions insurance policy affording, in each case, coverage with respect to all officers, directors, employees, Affiliates and agents acting on behalf of any Grantor, or any such Servicer, as applicable, and covering errors and omissions in the performance of the Servicing Obligations. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount that would meet the requirements of Fannie Mae if Fannie Mae were the purchaser of the Loans (with respect to any Loan of a type that Fannie Mae does not purchase, as if such Loan was a multi-family loan of a type that Fannie Mae does purchase). The Company shall notify the Collateral Agent immediately of the cancellation or the receipt of a notice of cancellation of any policy and the efforts made to obtain replacement coverage. All such insurance, and all other liability insurance policies of the Grantors, or any of them, applicable to the ownership, operation or servicing of any of the Collateral, shall name the Secured Parties as additional insureds.

(c) All insurance policies required pursuant to this Section 7.14 and/or Section 7.16 (other than the other liability insurance policies mentioned in the parenthetical in the last sentence of Section 7.14(b)) shall be written with carriers having a minimum insurer rating of A- VIII from A.M. Best and A from S&P and licensed in the applicable jurisdiction to write the policy in question.

(d) The Debtors shall provide the Collateral Agent with (i) certificates evidencing the fidelity bonds or insurance coverage required pursuant to this Section 7.14 and/or Section 7.16 within thirty (30) Business Days following the Document Effective Date and each anniversary of the Document Effective Date thereafter for as long as this Agreement is in effect and otherwise upon request of the Collateral Agent and (ii) copies of fidelity bonds and insurance policies required to be maintained pursuant to this Section 7.14 and/or Section 7.16 upon request of the Collateral Agent, for as long as this Agreement is in effect.

Section 7.15. Debtors’ Duty to Advise Collateral Agent and Notes Designee; Delivery of Certain Notices Upon becoming aware thereof, each Debtor shall cause to be delivered to the Collateral Agent and the Notes Designee information indicating any Environmental Hazards with respect to any Collateral or Underlying Collateral. To the extent the Collateral Agent or the Notes Designee requests information that is dependent upon obtaining such information from a Borrower, Obligor or other third party, the Debtors shall cause to be made commercially reasonable efforts to obtain such information but it shall not be a breach by any Debtor of this Agreement if the Debtors fail to cause such information to be provided to the Collateral Agent or the Notes Designee because a Borrower, Obligor or other Person (other than a Servicer with respect to any Grantor) has failed to provide such information after such efforts have been made.

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Section 7.16. Administration of REO Properties The following terms and conditions shall be binding on each Grantor with respect to any REO Properties that remain part of the Collateral and the Borrowing Base, in addition to any other terms and conditions concerning the same subject matter set forth in this Agreement and any of the other PA Financing Transaction Documents:

(a) Insurance. With respect to each REO Property, the Debtors shall maintain, with financially sound and reputable insurers, insurance (including, as applicable, public liability insurance, property insurance, flood insurance, boiler and machinery insurance, business interruption or rent insurance and other insurance), in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions, in each case as are customarily maintained by property owners for other real property and buildings similar to such REO Property in the area in which such REO Property is located, all as determined by the Debtors in accordance with the Servicing Obligations and the provisions of this Agreement and the PA Financing Transaction Documents. All insurance policies shall name the Collateral Agent and the applicable Grantor as an additional insured, loss payee or mortgagee thereunder, as applicable, as its interest may appear. Each policy shall provide that such policy may not be cancelled or materially changed except upon thirty (30) days’ prior written notice to the applicable Grantor and to the Collateral Agent, and shall further provide that no act or thing done by the applicable Grantor shall invalidate any policy as against the Collateral Agent.

(b) Leasing Covenants. With respect to each REO Property, the Debtors shall (i) perform its obligations under the leases to which it is a party in all material respects and (ii) enforce, in accordance with commercially reasonable practices for properties similar to the applicable REO Property, the material obligations to be performed by the tenants under such leases.

(c) Zoning. No Debtor shall initiate or consent to any zoning reclassification of any portion of the REO Property owned by such Debtor, or use or permit the use of any portion of an REO Property in any manner that would result in such use (taking into account any applicable variance obtained in accordance with the Servicing Obligations) becoming a non-conforming use under any zoning ordinance or any other applicable land use Law, without the prior consent of the Collateral Agent.

(d) No Joint Assessment. No Debtor shall suffer, permit or initiate the joint assessment of REO Property (i) with any other real property constituting a tax lot separate from such REO Property, and (ii) with any portion of an REO Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such REO Property.

(e) Maintenance, Repairs and Alterations. From and after the completion of any buildings or other improvements at an REO Property, each applicable Debtor shall maintain such REO Property in a good and safe condition and repair (subject to such alterations as such Debtor may from time to time determine to be appropriate in accordance with the Servicing Obligations and applicable requirements herein and in any PA Financing Transaction Document) and in accordance with applicable Law.

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(f) Property Management. All property managers with respect to any REO Property shall, in their respective property management agreements or by separate agreement, subordinate their rights under such agreements (including their right to receive management fees) to the rights and interest of the Collateral Agent under the applicable REO Mortgage, provided that the Grantors shall, with respect to any property management agreement in effect on the date hereof (as so in effect), only be required to use all commercially reasonable efforts to fulfill this Section 7.16(f).

(g) Ground Leases. With respect to any REO Property that is leased by a Grantor under a ground or other lease (in each case, a “ground lease”), each applicable Debtor shall (i) pay all rents and other sums required to be paid by the tenant under and pursuant to the provisions of the applicable ground lease as and when such rent or other charge is payable, and (ii) diligently and timely perform and observe all of the terms, covenants and conditions binding on the tenant under the ground lease. No Debtor shall subordinate or consent to the subordination of any ground lease to any mortgage, lease or other interest on or in the ground lessor’s interest in the applicable REO Property without the prior consent of the Collateral Agent unless such subordination is required under the provisions of such ground lease.

(h) Additional Construction Covenants. In the event any Debtor elects to fund the construction of the REO Property, then such Debtor shall pursue with diligence the construction of the REO Property owned by such Debtor (i) in accordance with the construction, construction management (if any) and all other material contracts relating to such construction, and all requirements of Law, all restrictions, covenants and easements affecting such REO Property, and all applicable governmental approvals, (ii) in substantial compliance with the plans and specifications therefor as in existence on the Closing Date and as thereafter modified by such Debtor in its reasonable business judgment exercised in accordance with the Servicing Obligations and applicable provisions in this Agreement and any PA Financing Transaction Document, (iii) in a good and workmanlike manner and free of defects, and (iv) in a manner such that such REO Property remains free from any Liens, claims or assessments (actual or contingent) for any material, labor or other item furnished in connection therewith.

(i) REO Property Generally. In addition to, and not in limitation of, its other covenants hereunder, in operating, managing, leasing or disposing of any REO Property, each Debtor shall act in the best interests of such Debtor and in accordance with the Servicing Obligations.

(j) Reports. Each Debtor shall furnish to each Agent such reports regarding the construction, leasing and sales efforts of or relating to the REO Property as such Agent shall reasonably request from time to time.

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ARTICLE VIII

Required Consent; Limits Liability

Section 8.1. Required Consents; Limits Liability. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not enter into, or consent or otherwise agree to, any amendment or modification to, or waiver of, any terms of the Purchase and Assumption Agreement (including any amendment or modification to, or waiver of, any terms of the Shared-Loss Agreement) without the prior written consent of the Notes Designee, which consent may be withheld or conditioned in the sole and absolute discretion of the Notes Designee.

Section 8.2. Limitation of Liability.

(a) Liability Generally. Neither the Secured Parties nor any of their respective Affiliates, nor any of their respective officers, directors, employees, partners, principals or agents, shall be liable for any action taken or omitted to be taken by them or any one of them under this Agreement or in connection with any Collateral or any portion thereof, except that this sentence shall not apply to any act or omission constituting bad faith or willful misconduct. In the event the Collateral Agent, the Notes Designee, the Note Holder or the Lender exercises its or their rights pursuant to Article V of this Agreement, none of the Secured Parties, nor any of their respective Affiliates, nor any of their respective officers, directors, employees, partners, principals or agents, shall be liable for any action taken or omitted to be taken by them or any one of them pursuant to this Agreement or in connection with any Collateral or any portion thereof, except this sentence shall not apply to any act or omission constituting bad faith or willful misconduct.

(b) Reliance on Notices, etc. No Secured Party shall incur any liability to any Grantor or any other Secured Party by acting in good faith upon any notice, consent, certificate or other instrument or writing (including telegram, cable, telex or telecopy) that is reasonably believed by such Secured Party to be genuine and to have been signed or sent by the proper party and that on its face is properly executed.

(c) No Consequential Damages. In addition to and without limitation of the exculpatory effects of Sections 8.2(a) and (b), regardless of the legal theory upon which any claim against any Secured Party is based, including any claim based on contract, tort, strict liability, or fraud, no Secured Party shall be liable for, and no Grantor may recover from any Secured Party, any amounts other than actual losses, costs and expenses incurred by the party asserting the claim. Without limiting the foregoing, no Secured Party shall be liable for, and no Grantor shall be entitled to recover from any Secured Party, any consequential, special, indirect, punitive, treble, nominal or exemplary damages, business interruption costs or expenses, or damages for lost profits, operating losses or lost investment opportunity (regardless of whether any such damages are characterized as direct or indirect), each of which is and all of which are hereby excluded, regardless of whether the party against whom such damages may be claimed has been advised of the possibility of any such damages, unless (in each case) such losses are incurred by the party asserting the claim as a direct result of a claim asserted against such party by a third party.

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For purposes of this Section 8.2, any claims asserted against any Grantor by (i) any Affiliate of such, or any other, Grantor, or (ii) any officer, director, employee, partner, principal, Servicer or agent of or for such, or any other, Grantor, or of any Affiliate of such, or any other Grantor, shall not constitute claims asserted by a third party.

ARTICLE IX

Release of Collateral

Section 9.1. Release of Collateral by Collateral Agent. The Collateral Agent shall release its Lien on any Collateral, solely to the extent necessary, (a) upon a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof, (b) upon payment of any Loan in full and satisfaction in full of all of the secured obligations with respect to a Loan or upon receipt of a discounted payoff as payment in full of a Loan, (c) in connection with the foreclosure on a Mortgaged Property, acceptance of a deed in lieu thereof, or (d) in connection with any Debtor’s sale, transfer or other Disposition of a Loan or any Collateral to the extent permitted under Section 7.12(c) or I, provided, that the proceeds of such sale, transfer or other Disposition are deposited into the Collection Account if so required under the Custodial and Paying Agency Agreement, including the Minimum Deposit Provisions. Upon any such release, the Collateral Agent (a) upon the written request of the Company shall promptly execute and deliver all such documentation, Uniform Commercial Code termination statements and instruments as are necessary to release the Liens on such Collateral created pursuant to this Agreement, and (b) agrees, at the reasonable request of the Company, to furnish, execute and deliver such documents, instruments, certificates, notices or further assurances as the Company may reasonably request as necessary or desirable to effect such termination and release; provided, however, that all documents, statements, instruments, certificates, notices or further assurances to be furnished, executed or delivered by the Collateral Agent pursuant to this sentence shall be (i) prepared by the Company and (ii) at the Company’s sole cost and expense.

ARTICLE X

Collateral Agent

Section 10.1. Appointment and Authorization of Collateral Agent. The Collateral Agent is hereby irrevocably appointed, designated and authorized to act as the agent of (and to hold any security interest created by any PA Financing Transaction Document for and on behalf of or on trust for) the Note Holder and the Lender and each other Secured Party for purposes of (i) acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto, and (ii) making such determinations, and exercising or fulfilling such powers, rights, remedies, obligations, discretion and/or authority, as are expressly set forth in, and otherwise acting as the “Collateral Agent” as expressly set forth in, any PA Financing Transaction Document.

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In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for the purposes set forth in the preceding sentence), shall be entitled to the benefits of all provisions of this Article X as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other PA Financing Transaction Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein or in the other PA Financing Transaction Documents, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other PA Financing Transaction Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other PA Financing Transaction Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Nothing in any PA Financing Transaction Document shall be construed to limit the right of the Notes Designee and the Collateral Agent to enter into such further agreements as they, in their sole discretion, deem necessary or appropriate with respect to the purposes of the Collateral Agent’s appointment as described in the first sentence of this Section 10.1(a), including the manner in which the Note Holder, the Notes Designee and/or the Lender may instruct the Collateral Agent to act under any PA Financing Transaction Document, voting among the Note Holder and/or the Lender, and indemnification by the Note Holder and/or the Lender of the Collateral Agent. Anything in Section 11.11 hereof to the contrary notwithstanding, the Notes Designee and the Collateral Agent may amend this Article X in any manner (with respect to the subject matter of this Article X) without the approval of (but with notice to) the Company so long as such amendment does not adversely affect the Company in any material respect.

Section 10.2. Delegation of Duties. The Collateral Agent may execute any of its duties under this Agreement or any other PA Financing Transaction Document (including for purposes of holding or enforcing any Lien on the collateral (or any portion thereof) granted under any PA Financing Transaction Document or of exercising any rights and remedies thereunder) by or through agents, sub-agents, employees or attorneys-in-fact as shall be deemed necessary by the Collateral Agent and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties, and to rely on any such advice. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of bad faith or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

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Section 10.3. Liability of Collateral Agent. Neither the Collateral Agent, nor any of its Affiliates or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any of them, shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other PA Financing Transaction Document or the transactions contemplated hereby (except that this clause (a) shall not apply to the Collateral Agent’s own bad faith or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Secured Party for any recital, statement, representation or warranty made by any Grantor or any officer thereof, contained herein or in any other PA Financing Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any other PA Financing Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other PA Financing Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under any PA Financing Transaction Document, or for any failure of any Grantor or any other party to any PA Financing Transaction Document to perform its obligations hereunder or thereunder. Neither the Collateral Agent, nor any of its Affiliates or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any of them, shall be under any obligation to any Secured Party or participant to (i) ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or any other PA Financing Transaction Document or (ii) inspect the properties, books or records of any Grantor, Borrower or Obligor or any of their respective Affiliates.

Section 10.4. Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Grantor), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under any PA Financing Transaction Document unless it shall first receive such advice or concurrence of the Notes Designee as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Note Holder and/or the Notes Designee against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other PA Financing Transaction Document in accordance with a request or consent of the Notes Designee and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. Anything in this Section 10.4(a) above (or the rest of this Agreement) to the contrary notwithstanding, the Collateral Agent may not agree to any amendment of, or grant any waiver in respect of any of the provisions of, any PA Financing Transaction Document except at, and shall execute any amendment of, or waiver in respect of any of the provisions of, any PA Financing Transaction Document at, the direction of the Notes Designee (provided that the Collateral Agent shall not be required to execute any such amendment or waiver that affects the rights or duties of, or any fees or other amounts payable to, the Collateral Agent under this Agreement or any other PA Financing Transaction Document).

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Section 10.5. Knowledge of Collateral Agent. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from a Grantor or any Secured Party referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent will notify the Notes Designee of its receipt of any such notice. The Collateral Agent shall take such action with respect to any Event of Default as may be directed by the Notes Designee in accordance with Article V; provided, however, that (i) the Collateral Agent may not release any substantial portion of the Collateral (except as required pursuant to the express terms of this Agreement) without the prior written consent of the Notes Designee and (ii) unless and until the Collateral Agent has received any such direction, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Secured Parties.

Section 10.6. Successor Collateral Agent. The Collateral Agent may resign as the Collateral Agent upon thirty (30) days’ notice to the Notes Designee and the Company. If the Collateral Agent resigns under this Agreement, the Notes Designee shall, in consultation with, on a time-of-the-essence basis, and subject to the prior written consent (not to be unreasonably withheld or delayed) of the Company, appoint a successor collateral agent for the Secured Parties. If no successor collateral agent is appointed prior to the effective date of the resignation of the Collateral Agent, the retiring Collateral Agent may appoint, after consulting with the Notes Designee and the Company, a successor collateral agent. Upon the acceptance of its appointment as successor collateral agent hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the REO Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Notes Designee may request, in order to continue the perfection of the Liens granted or purported to be granted to the Collateral Agent by the PA Financing Transaction Documents, the Person acting as such successor agent shall succeed to all the rights, powers, discretions, privileges and duties of the retiring Collateral Agent and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers, discretions, privileges and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Article X, and Sections 11.2 and 11.4, shall continue in effect for the benefit of such retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent.

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Section 10.7. Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Grantor, the Collateral Agent (irrespective of whether the principal of the Purchase Money Note or the Facility Loans shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on any Grantor) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Purchase Money Note, the Facility Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Secured Parties and their respective agents and counsel and all other amounts due the Secured parties under Section 11.2 and/or Section 11.4) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.

Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the Note Holder and/or the Lender, to pay to the Collateral Agent any amount due the Collateral Agent under Section 11.2 and/or Section 11.4.

Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of the Note Holders or the Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of the Note Holder or the Lender or to authorize the Collateral Agent to vote in respect of the claim of the Note Holder or the Lender in any such proceeding.

ARTICLE XI

Miscellaneous

Section 11.1. Attorney-in-Fact. Each power of attorney granted hereby by any Grantor (i) is granted to each of the Person or Persons specified with full power of substitution in the premises, (ii) is coupled with an interest and is irrevocable, (iii) shall survive and not be affected by the subsequent death, incapacity, disability, dissolution, termination or bankruptcy of such (or any other) Grantor or the transfer of all or any portion of such (or any other) Grantor’s properties or assets and (iv) shall extend to such Grantor’s successors, assigns and legal representatives.

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Section 11.2. Attorney Costs, Expenses and Taxes. Each party shall bear its own costs and expenses (including Attorney Fees) incurred in connection with the preparation and negotiation of this Agreement, the Custodial and Paying Agency Agreement and the Account Control Agreement (as originally executed). The Company agrees to pay or reimburse the Agents, the Note Holder and the Lender for all reasonable costs and expenses (including Attorney Fees) incurred in connection with (a) the preparation, negotiation and execution of any amendment, waiver, consent or other modification of the provisions hereof and any other PA Financing Transaction Document requested by any Grantor (whether or not the transactions contemplated thereby are consummated), (b) any workout proceeding relating to the Secured Obligations, (c) the enforcement of any rights or remedies under this Agreement or any other PA Financing Transaction Document (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Fees of counsel to the Agents, the Note Holder and the Lender) or (d) any proposed transfer pursuant to Section 7.12(b) hereof. Any such obligation of the Debtors under this Section 11.2 shall become part of the Secured Obligations secured by this Agreement. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other expenses incurred by the applicable Person. The agreements in this Section shall survive the termination of this Agreement and repayment of all other Secured Obligations. All amounts due under this Section shall be payable on demand.

Section 11.3. Termination of Security Interest. Upon the satisfaction and discharge in full of the Secured Obligations and the termination or expiration of the Commitments, the security interest and all other rights granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such satisfaction and discharge, the Collateral Agent (a) upon the written request of the Company shall promptly execute and deliver all such documentation, Uniform Commercial Code termination statements and instruments as are necessary to release the Liens created pursuant to this Agreement and to terminate this Agreement, and (b) agrees, at the reasonable request of the Company, to furnish, execute and deliver such documents, instruments, certificates, notices or further assurances as the Company may reasonably request as necessary or desirable to effect such termination and release, all at the Company’s sole cost and expense.

Section 11.4. Indemnification.

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(a) The Debtors shall indemnify and hold harmless (A) each Agent, each Note Holder, each Lender and the FDIC (in any capacity), (B) each of the respective Affiliates of the Persons listed or described in clause (A), and (C) the respective officers, directors, employees, partners, principals, agents and contractors of each of the Persons listed or described in clauses (A) or (B) ((A), (B) and (C), collectively, the “Indemnified Parties”), from and against any losses, damages, liabilities, costs and expenses (including Attorney Fees and litigation and similar costs, and other reasonable and documented out-of-pocket expenses incurred in investigating, defending, asserting or preparing the defense or assertion of any of the foregoing), deficiencies, claims, interest, awards, judgments, penalties and fines (collectively, “Losses”) incurred by or asserted against any Indemnified Party directly or indirectly arising out of, in connection with, or resulting from, in whole or in part, (i) the execution or delivery of, or the existence of, this Agreement or any other PA Financing Transaction Document, or any other document contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (ii) any breach of a representation or warranty made by any Grantor in this Agreement or any other PA Financing Transaction Document, (iii) any breach by (x) any Grantor, (y) any Affiliate of any Grantor or (z) any of the respective officers, directors, employees, partners, principals, agents or contractors of any Grantor or any Affiliate of any Grantor ((x), (y) and (z) collectively, “Related Entities”) of any of their respective obligations under or covenants or agreements contained in this Agreement, or any other PA Financing Transaction Document (including any claim asserted by any Secured Party against any Grantor to enforce its rights pursuant to Article V hereof), or any third-party allegation or claim based upon facts alleged that, if true, would constitute such a breach, (iv) except as otherwise provided in this Agreement or any other PA Financing Transaction Document, the negotiation, enforcement, amendment or other modification of any PA Financing Transaction Document, (v) any actual or asserted Environmental Hazard related to any Mortgaged Property or any REO Property, (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any of their respective Related Entities, shareholders or creditors, and regardless of whether any Indemnified Party is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of any Indemnified Party, or (vii) any gross negligence, bad faith or willful misconduct of any of the Related Entities (including any act or omission constituting theft, embezzlement, breach of trust or violation of any Law) thereto; provided that such indemnity shall not, as to any particular Indemnified Party, be available to the extent that such Losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party. (Each of the foregoing clauses (i) through (vii) is in addition to, and not in limitation of, any of the other such clauses.) Such indemnity shall survive the termination of this Agreement. Insofar as this Section 11.4(a) applies to the FDIC (in any capacity), or applies to the Receiver as such (as opposed to the Receiver as the initial Note Holder or the initial Lender and/or as an Agent), references in this Section 11.4(a) to any PA Financing Transaction Document shall exclude the Purchase and Assumption Agreement. This Section 11.4(a) shall continue to apply to any Person that was, but has ceased to be, an Indemnified Party, but only with respect to the period during which such Person was an Indemnified Party.

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(b) If for any reason the indemnification provided for herein is unavailable or insufficient to hold harmless the Indemnified Parties, the Debtors shall, jointly and severally, contribute to the amount paid or payable by the Indemnified Parties as a result of the Losses of the Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties, on the one hand, and the Grantors, on the other hand, in connection with the incurrence of such Losses.

SECTION 11.5. Governing Law THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, PERFORMANCE AND THE CREATION, VALIDITY, ENFORCEMENT OR PRIORITY OF THE LIEN OF, AND SECURITY INTERESTS CREATED BY, THIS AGREEMENT IN OR UPON THE COLLATERAL, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICTS OF LAW RULES OR PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE LIEN AND SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND EACH PARTY TO THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT EITHER (1) THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS AGREEMENT OR (2) THE PROVISIONS OF THIS SECTION 11.5 DO NOT APPLY TO ANY OTHER PA FINANCING TRANSACTION DOCUMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT.

Section 11.6. Jurisdiction, Venue and Service.

(a) Each Grantor 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 commenced by the FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other PA Financing 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding) files the suit, action or proceeding without the consent of the FDIC (in the capacity in which it is a party in such suit, action or proceeding);

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(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 commenced by the FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other PA Financing Transaction Document, and waives any right to:

(A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum, other than the courts identified in Section 11.6(a)(i), without the consent of the FDIC (in the capacity in which it is a party in such suit, action or proceeding);

(B) assert that venue is improper in the Supreme Court of the State of New York; or

(C) assert that the Supreme Court of the State of New York is an inconvenient forum.

(iii) agrees to bring any suit, action or proceeding by it against the FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other PA Financing Transaction Document exclusively 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, 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding), 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding); 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 11.6(a)(iii), to bring that suit, action or proceeding exclusively in 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 FDIC (in the capacity in which it is a party in such suit, action or proceeding).

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(b) Each Grantor hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 11.6(a) may be enforced in any court of competent jurisdiction.

(c) Subject to the provisions of Section 11.6(d), each Grantor hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 11.6(a) or Section 11.6(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 11.8 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 11.6(c) shall affect the right of any party to serve process in any other manner permitted by Law.

(d) Nothing in this Section 11.6 shall constitute consent to jurisdiction in any court by the FDIC (in any capacity) or in any way limit the right of the FDIC (in any capacity) to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Section 11.7. Waiver of Jury. EACH GRANTOR, AND EACH OTHER PARTY HERETO, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

Section 11.8. 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 delivered electronically to the electronic mail address of such party specified below for such Person or such other electronic mail address 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 when delivered.

FDIC (including the FDIC in its capacity as Receiver, Lender, as the Collateral Agent or as the Notes Designee)

Mark L Patterson

Federal Deposit Insurance Corporation

Chief, Structured Transactions and Oversight Section

3501 North Fairfax Dr.

VA SQ 3701-10038

Arlington, VA 22203

Email Address: STCreditMailbox@fdic.gov

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with a copy to:

FDIC Legal Division

Email Address: krusso@fdic.gov

Company

First-Citizens Bank & Trust Company

4300 Six Forks Road

Raleigh, North Carolina 27609

Attention: Chief Financial Officer

Email Address: craig.nix@firstcitizens.com

with a copy to:

First-Citizens Bank & Trust Company

4300 Six Forks Road

Raleigh, North Carolina 27609

Attention: Treasurer

Email Address: tom.eklund@firstcitizens.com

Section 11.9. Assignment. This Agreement shall inure to the benefit of and be binding on and enforceable against the parties hereto and their respective successors and assigns (including, for the avoidance of doubt, the Persons from time to time serving as the Collateral Agent and/or the Notes Designee (in their respective capacities as such)); provided, however, that no Grantor shall assign its rights hereunder in whole or in part without the prior written consent of the Collateral Agent, and any such assignment without such consent shall be null and void ab initio.

Section 11.10. Entire Agreement. This Agreement, together with the other PA Financing Transaction Documents, contains the entire agreement among, and supersedes any and all other prior agreements whether oral or written among the parties with respect to the subject matter hereof and thereof, provided that any confidentiality agreement between the FDIC (in any capacity) and the Company with respect to the transactions that are the subject of this Agreement and/or any other PA Financing Transaction Document shall remain in full force and effect to the extent provided therein.

Section 11.11. Amendments and Waivers. No provision of this Agreement may be amended or waived except in writing executed by, and any provision of this Agreement may be amended or waived in a writing executed by, all of the parties to this Agreement (in the case of the Collateral Agent, acting at the direction, or with the consent, of the Notes Designee). Nothing in this Section 11.11 limits or qualifies the last sentence of Section 10.1 hereof or the third-to-last, or penultimate, sentence of Section 12.1 hereof. Anything in the first sentence of this Section 11.11 to the contrary notwithstanding, neither Section 11.4 or 11.6 hereof may be modified or waived in relation to the FDIC (in any capacity) without the prior written consent of the FDIC in its corporate capacity.

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Section 11.12. [Reserved]

Section 11.13. Reinstatement. This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment pursuant to this Agreement is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, liquidation of any Grantor or upon the dissolution of, or appointment of any intervenor or conservator or, or trustee or similar official for, any Grantor or any substantial part of any Grantor’s assets, or otherwise, all as though such payments had not been made, and the Debtors shall pay each Secured Party on demand all reasonable costs and expenses (including Attorney Fees) incurred by such Secured Party in connection with such rescission or restoration.

Section 11.14. Interpretation; No Presumption. Headings are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement. This Agreement shall be construed fairly as to each party hereto and if at any time any such term or condition is desired or required to be interpreted or construed, no consideration shall be given to the issue of who actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

Section 11.15. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as follows: (a) if such provision is prohibited or unenforceable in such jurisdiction only as to a particular Person or Persons and/or under any particular circumstance or circumstances, such provision shall be ineffective, but only in such jurisdiction and only with respect to such particular Person or Persons and/or under such particular circumstance or circumstances, as the case may be; (b) without limitation of clause (a), 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 (c) without limitation of clauses (a) or (b), 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, (p) modify such provision (including without limitation, 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 (q) enforce such provision, as so modified pursuant to clause (p), in such proceeding. Nothing in this Section 11.5 is intended to, or shall, limit (x) the ability of any party to this Agreement to appeal any court ruling or the effect of any favorable ruling on appeal or (y) the intended effect of Section 11.5.

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Section 11.16. Survival. All representations and warranties made hereunder and in any other PA Financing Transaction Document shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Secured Parties, regardless of any investigation made by or on behalf of the Secured Parties (or any of them) and notwithstanding that the Secured Parties may have had notice or knowledge of any Default at the Closing Date, and shall continue in full force and effect as long as any Purchase Money Note, any Facility Loans or any other Obligation shall remain unpaid or unsatisfied or any Commitment shall remain outstanding. All obligations made herein shall survive the execution and delivery of this Agreement. Except as otherwise provided in this Agreement or implied by applicable Law, the obligations of each Grantor set forth in this Agreement shall terminate only upon the satisfaction and discharge in full of the Secured Obligations and the expiration or termination of the Commitments.

Section 11.17. No Third Party Beneficiaries. This Agreement is made for the sole benefit of the Secured Parties and the Grantors and their respective successors and permitted assigns, and no other Person or Persons (including Borrowers, Obligors, or any co-lender or other Person with any interest in or liability under any of the Loans) shall have any rights or remedies under or by reason of this Agreement. The preceding sentence notwithstanding, (i) to the extent that this Agreement confers directly any rights, remedies or other benefits upon any Note Holder, any Lender or any other Person (not a party to this Agreement), this Agreement (subject to Sections 11.5 and 11.7 hereof as if such other Person was a party hereto, and in any event to Section 11.11 hereof) also shall inure to the benefit of, and may be enforced by, such Note Holder, such Lender or such other Person, as the case may be, and (ii) each party hereto, and each Note Holder or Lender, may enforce Section 11.4 hereof on behalf of or otherwise with respect to any other Indemnified Party in relation to itself.

Section 11.18. Counterparts; Facsimile Signatures. This Agreement may be executed in two (2) 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.

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Section 11.19. USA PATRIOT Act. The Note Holder and the Lender hereby notify each Grantor, that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), they may be required to obtain, verify and record information that identifies each Grantor, which information includes the name and address of each Grantor and other information that will allow the Note Holder and the Lender to identify each Grantor in accordance with the Act.

Section 11.20. Cooperation With Future Receiver Note Dispositions and Receiver Facility Dispositions.

Each Grantor acknowledges, consents and agrees that the Receiver may effect Receiver Note Dispositions and Receiver Facility Dispositions. Each Grantor covenants and agrees that, except as otherwise provided in this Agreement or any other PA Financing Transaction Document, such Grantor shall at its own expense, engage such counsel and other third parties and otherwise cooperate with and assist the Receiver, on a time-of-the-essence basis, in any actual or proposed Receiver Note Disposition or Receiver Facility Disposition, as may be requested by the Receiver from time to time, including, without limitation, the cooperation and assistance set forth in Section 2.11(e)(i)-(iv) of the Custodial and Paying Agency Agreement (in the case of a Receiver Note Disposition) and the provisions set forth in Section 10.07(e)(i)-(iv) of the Advance Facility Agreement (in the case of a Receiver Facility Disposition). Such Sections are hereby incorporated by reference herein as if they were expressly set forth herein mutatis mutandis (including, for the avoidance of doubt, by replacing “Company” with “Grantor”).

Section 11.21. [Reserved].

Section 11.22. Certain Provisions Regarding Shared-Loss Agreement.

(a) The Company irrevocably and unconditionally consents to the Receiver, in its discretion, until the Secured Obligations have been paid in full, the Commitments have been terminated or have expired and this Agreement has been terminated, making any payment becoming due to the Company under the Shared-Loss Agreement from time to time directly into the Collection Account subject to the Minimum Deposit Provisions.

(b) For the avoidance of doubt, with respect to the Purchase and Assumption Agreement, this Agreement shall have the same effect (and only the same effect) as if a Person other than the Receiver was the Notes Designee and the Collateral Agent. To that effect, nothing herein (including Section 11.22(a)) constitutes or shall be construed as (i) an agreement by the Receiver, in its capacity as a party to the Purchase and Assumption Agreement, to amend or modify the Purchase and Assumption Agreement in any respect, or (ii) any consent or waiver (including any consent or waiver with respect to any Disposition, or attempted or purported Disposition, by the Collateral Agent of any rights of the Company under the Shared-Loss Agreement pursuant to any exercise of remedies by the Collateral Agent (or otherwise)) by the Receiver, in its capacity as a party to the Purchase and Assumption Agreement, in respect of any provision of the Purchase and Assumption Agreement. The foregoing notwithstanding, the Company irrevocably and unconditionally confirms and agrees that the Receiver may rely on Section 11.22(a).

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(c) Nothing in this Section 11.22 limits or qualifies Section 11.23 hereof.

Section 11.23. Receiver Consent. The Receiver, in (solely for purposes of this Section 11.23) its capacity as such (and not in its capacity as the Collateral Agent or the Notes Designee), consents to the grant by the Company as set forth in Section 3.1(a)(x) of this Agreement of a security interest in the Company’s rights under the Shared-Loss Agreement and Article VIII of the Purchase and Assumption Agreement, subject to the following sentence. All of the parties hereto (including the Collateral Agent) hereby agree that the security interest described in the preceding sentence (A) is not enforceable against the Receiver and (B) without limiting the generality of clause (A), does not and shall not:

(a) impose any duty or obligation on the Receiver;

(b) require the Receiver to recognize the security interest to any extent (including to confirm, seek or secure the consent of the Collateral Agent with respect to any act or omission of the Company, or otherwise to confirm or seek to confirm the authority of the Company to exercise any of the rights or powers under the Purchase and Assumption Agreement (including to amend the Purchase and Assumption Agreement or grant a waiver with respect to the Purchase and Assumption Agreement)), to pay or render performance to the Collateral Agent, or to accept payment or performance from the Collateral Agent;

(c) entitle the Collateral Agent to exercise any of the rights or powers of the Company under the Purchase and Assumption Agreement; or

(d) entitle the Collateral Agent to Dispose of the Company’s rights under the Shared-Loss Agreement and Article VIII of the Purchase and Assumption Agreement, in whole or in part, or otherwise enforce such security interest to any extent.

ARTICLE XII

Notes Designee

Section 12.1. Appointment and Authorization of Notes Designee. The Notes Designee is hereby irrevocably appointed, designated and authorized to make such determinations, and to exercise or fulfill such powers, rights, remedies, obligations, discretion and/or authority, as are expressly set forth in, and otherwise to act as the “Notes Designee” as expressly set forth in, any PA Financing Transaction Document. In this capacity, the Notes Designee (and any co-agents, sub-agents and attorneys-in-fact appointed by the Notes Designee for the purposes set forth in the preceding sentence) shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Notes Designee hereunder.

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Notwithstanding any provision to the contrary contained elsewhere herein or in any other PA Financing Transaction Document, the Notes Designee shall have no duties or responsibilities, except those expressly set forth herein or in the other PA Financing Transaction Documents, nor shall the Notes Designee have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other PA Financing Transaction Document or otherwise exist against the Notes Designee. Without limiting the generality of the foregoing sentence, the use of the term “designee” herein and in the other PA Financing Transaction Documents with reference to the Notes Designee is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is intended to create or reflect only a contractual relationship between independent contracting parties. Nothing in any PA Financing Transaction Document shall be construed to limit the right of the Note Holders and the Notes Designee to enter into such further agreements as they, in their sole discretion, deem necessary or appropriate with respect to the purposes of the Notes Designee’s appointment as described in the first sentence of this Section 12.1(a), including the manner (if at all) in which the Note Holders may instruct the Notes Designee to act under any PA Financing Transaction Document, voting among the Note Holders (to the extent applicable in relation to the Notes Designee), and indemnification by the Note Holders and/or the Notes Designee. Anything in Section 11.11 hereof to the contrary notwithstanding, the Majority Note Holders and the Notes Designee may amend this Article XII in any manner (with respect to the subject matter of this Article XII) without the approval of (but with notice to) the Company so long as such amendment does not adversely affect the Company in any material respect. Furthermore, to the extent that there is a conflict between the terms of this Article XII and the terms of any agreement between the Notes Designee and the Majority Note Holders, such agreement shall prevail. This Article XII is solely for the protection of the Notes Designee; nothing in this Article XII imposes any duty, obligation or liability on the Notes Designee.

Section 12.2. Delegation of Duties. The Notes Designee may execute any of its duties under this Agreement or any other PA Financing Transaction Document (including for purposes of exercising any rights and remedies thereunder) by or through agents, sub-agents, employees or attorneys-in-fact as shall be deemed necessary by the Notes Designee and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties, and to rely on any such advice. The Notes Designee shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of bad faith or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

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Section 12.3. Liability of Notes Designee. Neither the Notes Designee, nor any of its Affiliates or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any of them shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other PA Financing Transaction Document or the transactions contemplated hereby (except that this clause (a) shall not apply to the Notes Designee’s own bad faith or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Secured Party for any recital, statement, representation or warranty made by any Grantor or any officer thereof, contained herein or in any other PA Financing Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Notes Designee under or in connection with, this Agreement or any other PA Financing Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other PA Financing Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under any PA Financing Transaction Document, or for any failure of any Grantor or any other party to any PA Financing Transaction Document to perform its obligations hereunder or thereunder. Neither the Notes Designee, nor any of its Affiliates or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any of them, shall be under any obligation to any Secured Party or participant to (i) ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or any other PA Financing Transaction Document or (ii) inspect the properties, books or records of any Grantor, Borrower or Obligor or any of their respective Affiliates. After any Notes Designee is replaced as the Notes Designee, the provisions of this Article XII, and Sections 11.2 and 11.4, shall continue in effect for the benefit of such former Notes Designee in respect of any actions taken or omitted to be taken by it while it was acting as the Notes Designee.

Section 12.4. Reliance by Notes Designee. The Notes Designee shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Grantor), independent accountants and other experts selected by the Notes Designee. The Notes Designee shall be fully justified in failing or refusing to take any action under any PA Financing Transaction Document unless it shall first receive such advice or concurrence of the Note Holders as it deems appropriate (provided that nothing in this Article XII requires the Notes Designee to seek any such advice or concurrence) and, if it so requests, it shall first be indemnified to its satisfaction by the Note Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Notes Designee shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other PA Financing Transaction Document in accordance with a request or consent of the Majority Note Holders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Note Holders (provided that nothing in this Article XII requires the Notes Designee to act, or refrain from acting, in accordance with any request or direction of the Note Holder(s)).

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Section 12.5. Knowledge of Notes Designee. The Notes Designee shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Notes Designee shall have received written notice from a Grantor or any Secured Party referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Notes Designee may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable.

Section 12.6. Notes Designee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Grantor, the Notes Designee (irrespective of whether the principal of the Purchase Money Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Notes Designee shall have made any demand on any Grantor) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Purchase Money Note and all other Secured Obligations that are owing and unpaid to the Note Holders and to file such other documents as may be necessary or advisable in order to have the claims of the Note Holders (including any claim for the reasonable compensation, expenses, disbursements and advances of the Note Holders and their respective agents and counsel and all other amounts due the Note Holders under Section 11.2 and/or Section 11.4) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized to make such payments to the Notes Designee and, in the event that the Notes Designee shall consent to the making of such payments directly to the Note Holders, to pay to the Notes Designee any amount due the Notes Designee under Section 11.2 and/or Section 11.4.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending to legally bound, have caused this Agreement to be duly executed.

EXHIBIT A

FORM OF JOINDER AGREEMENT

[Omitted.]

A-1

EXHIBIT B

[RESERVED]

B-1

EXHIBIT C

FORM OF RECEIVER ALLONGE

[Omitted.]

C-1

EXHIBIT D

FORM OF RECEIVER ASSIGNMENT AND LOST INSTRUMENT AFFIDAVIT

[Omitted.]

D-1

EXHIBIT E

FORM OF RECEIVER ASSIGNMENT OF REAL ESTATE MORTGAGE

[Omitted.]

E-1

EXHIBIT F

FORM OF RECEIVER ASSIGNMENT OR REAL ESTATE DEED OF TRUST

[Omitted.]

F-1

EXHIBIT G

FORM OF RECEIVER ASSIGNMENT OF ASSIGNMENT OF LEASES AND RENTS

AND OTHER LOAN DOCUMENTS

[Omitted.]

G-1

EXHIBIT H

FORM OF GRANTOR ALLONGE

[Omitted.]

H-1

EXHIBIT I

FORM OF GRANTOR MORTGAGE ASSIGNMENT

[Omitted.]

I-1

EXHIBIT J

FORM OF GRANTOR ASSIGNMENT AND LOST INSTRUMENT AFFIDAVIT

[Omitted.]

J-1

EXHIBIT K

Sample Fields for Trial Balance Report

[Omitted.]

K-1

EXHIBIT L

ADDITIONAL COLLATERAL PROCEDURES

[Omitted.]

L-1

EXHIBIT M

FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT

[Omitted.]

M-1

SCHEDULE 1

COLLATERAL SCHEDULE FIELDS

[Omitted.]

Schedule 1-1