FINANCIAL AGENCY AGREEMENT
CUSTODIAN, ACCOUNTING, AUCTION MANAGEMENT
AND OTHER INFRASTRUCTURE SERVICES
FOR A PORTFOLIO OF
TROUBLED MORTGAGE-RELATED ASSETS
This Financial Agency Agreement (FAA) is entered into as of October 14, 2008 (Effective
Date), by and between the U.S. Department of the Treasury (Treasury), and The Bank of New
York Mellon (Financial Agent).
To implement the Emergency Economic Stabilization Act of 2008 (Act), the Treasury may
designate Financial Institutions as financial agents of the United States to provide all such
reasonable duties related to the Act as may be required.
Pursuant to the Act, the Treasury is establishing a program to purchase a variety of troubled
assets from Financial Institutions having significant operations in the United States, and has
determined that it is in the interests of the United States to designate a financial agent to provide
custodian, accounting, auction management and other infrastructure services for the portfolio.
The Financial Agent desires to serve as a financial agent of the United States under the terms and
conditions contained herein.
Accordingly, in consideration of the representations, warranties, and mutual agreements set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Treasury and the Financial Agent agree as follows.
1. Designation and authorization
Pursuant to the authority of the Secretary of the Treasury under the Act, the Treasury hereby
designates and authorizes the Financial Agent to act as a financial agent of the United States
under the terms and conditions of this FAA to perform certain services as more fully described in
A. The initial term of this FAA is for 3 years from the Effective Date and shall expire on
October 14, 2011, unless terminated earlier by the Treasury pursuant to the provisions hereof.
B. The Treasury shall have the right and option