Exhibit
10.2


 


EXECUTION
COPY


 


SECURITY
AGREEMENT


 


Dated May 29, 2009


 


from


 


CAPMARK
FINANCIAL GROUP INC.


 


-and-


 


The Grantors referred to
herein


 


as Grantors


 


to


 


CITIBANK,
N.A.


 


as Collateral Agent


 

















 


Table
of Contents


 


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
  Grant of Security

  	
   

  	
  2

  
	
  Section 2.

  	
   

  	
  Security for Obligations

  	
   

  	
  4

  
	
  Section 3.

  	
   

  	
  Grantors Remain Liable

  	
   

  	
  4

  
	
  Section 4.

  	
   

  	
  Delivery and Control of Security Collateral

  	
   

  	
  4

  
	
  Section 5.

  	
   

  	
  Maintaining the Account Collateral

  	
   

  	
  5

  
	
  Section 6.

  	
   

  	
  Investing of Amounts in the Cash Collateral Accounts

  	
   

  	
  5

  
	
  Section 7.

  	
   

  	
  Release of Amounts

  	
   

  	
  6

  
	
  Section 8.

  	
   

  	
  Representations and Warranties

  	
   

  	
  6

  
	
  Section 9.

  	
   

  	
  Further Assurances

  	
   

  	
  7

  
	
  Section 10.

  	
   

  	
  Post-Closing Changes; Collections on Assigned Agreements, Receivables
  and Related Contracts

  	
   

  	
  7

  
	
  Section 11.

  	
   

  	
  Voting Rights; Dividends; Etc.

  	
   

  	
  8

  
	
  Section 12.

  	
   

  	
  As to the Assigned Agreements

  	
   

  	
  9

  
	
  Section 13.

  	
   

  	
  Transfers and Other Liens; Additional Shares

  	
   

  	
  10

  
	
  Section 14.

  	
   

  	
  Collateral Agent Appointed Attorney in Fact

  	
   

  	
  10

  
	
  Section 15.

  	
   

  	
  Collateral Agent May Perform

  	
   

  	
  11

  
	
  Section 16.

  	
   

  	
  The Collateral Agent’s Duties

  	
   

  	
  11

  
	
  Section 17.

  	
   

  	
  Remedies

  	
   

  	
  11

  
	
  Section 18.

  	
   

  	
  [Intentionally Omitted]

  	
   

  	
  13

  
	
  Section 19.

  	
   

  	
  Amendments; Waivers; Additional Grantors; Etc.

  	
   

  	
  13

  
	
  Section 20.

  	
   

  	
  [Intentionally Omitted]

  	
   

  	
  13

  
	
  Section 21.

  	
   

  	
  Continuing Security Interest; Assignments under the Credit Agreement

  	
   

  	
  13

  
	
  Section 22.

  	
   

  	
  Release; Termination

  	
   

  	
  13

  
	
  Section 23.

  	
   

  	
  Execution in Counterparts

  	
   

  	
  14

  
	
  Section 24.

  	
   

  	
  Governing Law

  	
   

  	
  14

  



 


	
  Schedules

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule I

  	
   

  	
  -

  	
   

  	
  Investment
  Property

  
	
  Schedule II

  	
   

  	
  -

  	
   

  	
  Assigned
  Agreements

  
	
  Schedule III

  	
   

  	
  -

  	
   

  	
  Location,
  Chief Executive Office, Type of Organization, Jurisdiction of Organization
  and Organizational Identification Number

  
	
  Schedule IV

  	
   

  	
  -

  	
   

  	
  Changes
  in Name, Location, Etc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  -

  	
   

  	
  Form of
  Security Agreement Supplement

  



 


i

















 


SECURITY
AGREEMENT


 


SECURITY
AGREEMENT, dated May 29, 2009 made by CAPMARK FINANCIAL GROUP INC., a
Nevada corporation (the “Borrower”), and the other Persons listed on the signature pages hereof
(the Borrower and the Persons so listed being, collectively, the “Grantors”),
to CITIBANK, N.A., as collateral agent (together with any successor collateral
agent appointed pursuant to Article VII of the Credit Agreement (as defined
below), the “Collateral Agent”) for the Secured Parties (as defined in
the Credit Agreement).


 


PRELIMINARY
STATEMENTS.


 


(1)   The Grantors have entered into that certain Term Facility Credit
and Guaranty Agreement dated as of May 29, 2009 (as it may hereafter be
amended, amended and restated, supplemented or otherwise modified from time to
time, being the “Credit Agreement”) with the Lenders and the Agents (each as
defined therein).


 


(2)   Each Grantor is the owner of the shares of stock or other Equity
Interests set forth opposite such Grantor’s name on and as otherwise described
in Part I of Schedule I hereto and issued by the Persons named therein
(the “Initial Pledged Equity”).


 


(3)   Each Grantor is the creditor with respect to the indebtedness set
forth opposite such Grantor’s name on and as otherwise described in Part II
of Schedule I hereto and issued by the obligors named therein (the “Initial Pledged
Debt”).


 


(4)   The Borrower has opened (a) a joint deposit/securities account with Account No. 796676
(the “Cash
Collateral Account”), with Citibank, N.A. at its office at 388
Greenwich Street, 14th Floor, New York, New York  10013 in the name of the Collateral Agent and
under the sole control and dominion of the Collateral Agent, (b) a joint
deposit/securities account with Account No. 796677 (the “Interest Cash
Collateral Sub-Account”) with Citibank, N.A. at its office at 388 Greenwich
Street, 14th Floor, New York, New York  10013 in the name of the Collateral Agent and
under the sole control and dominion of the Collateral Agent, (c) a joint
deposit/securities account with Account No. 796678 (the “Reserve Cash
Collateral Sub-Account”) with Citibank, N.A. at its office at 388 Greenwich
Street, 14th Floor, New York, New York  10013 in the name of the Collateral Agent and
under the sole control and dominion of the Collateral Agent and (d) a
joint deposit/securities account with Account No. 796679 (the “Non-Reserve
Cash Collateral Sub-Account”; together with the Cash Collateral Account,
the Interest Cash Collateral Sub-Account and the Reserve Cash Collateral
Sub-Account, the “Cash Collateral Accounts”) with Citibank, N.A. at its
office at 388 Greenwich Street, 14th Floor, New
York, New York  10013 in the name of the
Collateral Agent and under the sole control and dominion of the Collateral
Agent and subject to the terms of the Credit Agreement.


 


(5)   It is a condition precedent to the making of Advances by the
Lenders under the Credit Agreement that the Grantors shall have granted the
security interest contemplated by this Agreement.  Each Grantor will derive substantial direct
and indirect benefit from the transactions contemplated by the Loan Documents.


 


(6)   Terms defined in the Credit Agreement and not otherwise defined in
this Agreement are used in this Agreement as defined in the Credit
Agreement.  Further, unless otherwise
defined in this Agreement or in the Credit Agreement, terms defined in Article 8
or 9 of the UCC (as defined below) are used in this Agreement as such terms are
defined in such Article 8 or 9.  “UCC”
means the Uniform Commercial Code as in effect from time to time in the State
of New York; provided
that, if perfection or the effect of perfection or non perfection or the
priority of the security interest in any Collateral is 


 

















 


governed by the Uniform Commercial Code as in effect in a jurisdiction
other than the State of New York, “UCC” means the Uniform Commercial
Code as in effect from time to time in such other jurisdiction for purposes of
the provisions hereof relating to such perfection, effect of perfection or non
perfection or priority.


 


NOW,
THEREFORE, in consideration of the premises and in order to induce the Lenders
to make Advances under the Credit Agreement, each Grantor hereby agrees with
the Collateral Agent for the ratable benefit of the Secured Parties as follows:


 


Section 1.               Grant of Security.  Each Grantor hereby grants to the Collateral
Agent, for the ratable benefit of the Secured Parties, a security interest in
such Grantor’s right, title and interest in and to the following, in each case,
as to each type of property described below, whether now owned or hereafter
acquired by such Grantor, wherever located, and whether now or hereafter
existing or arising (collectively, the “Collateral”):


 


(a)           all accounts, chattel paper (including, without
limitation, tangible chattel paper and electronic chattel paper), instruments
(including, without limitation, promissory notes), general intangibles
(including, without limitation, payment intangibles) and other obligations of
any kind arising out of or in connection with or evidencing the Mortgage Loan
Assets of such Grantor, including, without limitation, as set forth in Schedule
I hereto, in each case whether or not arising out of or in connection with the
rendering of services and whether or not earned by performance, and all rights
now or hereafter existing in and to all supporting obligations, securing or
otherwise relating to the foregoing property (any and all of such accounts,
chattel paper, instruments, general intangibles and other obligations, to the
extent not referred to in clause (b), (c) or (d) below, being
the “Receivables,” and
any and all such supporting obligations, being the “Related Contracts”);


 


(b)           the following (the “Security Collateral”):


 


(i)            the Initial Pledged Equity and the certificates, if any,
representing the Initial Pledged Equity, and all dividends, distributions,
return of capital, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the Initial Pledged Equity and all warrants, rights or options
issued thereon or with respect thereto;


 


(ii)           all additional shares of stock and other Equity Interests
in any issuer of the Initial Pledged Equity from time to time acquired by such
Grantor in any manner (such shares and other Equity Interests, together with
the Initial Pledged Equity, the “Pledged Equity”) and the certificates,
if any, representing such additional shares or other Equity Interests, and all
dividends, distributions, return of capital, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares or other Equity
Interests and all warrants, rights or options issued thereon or with respect
thereto;


 


(iii)          the Initial Pledged Debt and the instruments, if any,
evidencing the Initial Pledged Debt, and all interest, cash, instruments and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of the Initial Pledged Debt; and


 


(iv)          all additional indebtedness constituting Mortgage Loan
Assets from time to time owed to such Grantor (such indebtedness, together with
the Initial Pledged Debt, 


 


2

















 


being the “Pledged Debt”) and the
instruments, if any, evidencing such indebtedness, and all interest, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
indebtedness;


 


(c)           each of the agreements listed on Schedule II hereto
to which such Grantor is now or may hereafter become a party, in each case as
such agreements may be amended, amended and restated, supplemented or otherwise
modified from time to time (collectively, the “Assigned Agreements”),
including, without limitation, (i) all rights of such Grantor to receive
moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all
rights of such Grantor to receive proceeds of any insurance, indemnity,
warranty or guaranty with respect to the Assigned Agreements, (iii) claims
of such Grantor for damages arising out of or for breach of or default under
the Assigned Agreements and (iv) the right of such Grantor to terminate
the Assigned Agreements, to perform thereunder and to compel performance and
otherwise exercise all remedies thereunder (all such Collateral, being the “Agreement
Collateral”);


 


(d)           the following (collectively, the “Account Collateral”):


 


(i)            the Cash Collateral Accounts and all funds and financial
assets from time to time credited thereto (including, without limitation, all
Cash Equivalents), and all certificates and instruments, if any, from time to
time representing or evidencing the Cash Collateral Accounts;


 


(ii)           all promissory notes, certificates of deposit, checks and
other instruments from time to time delivered to or otherwise possessed by the
Collateral Agent for or on behalf of such Grantor in substitution for or in
addition to any or all of the then existing Account Collateral; and


 


(iii)          all interest, dividends, distributions, cash, instruments
and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the then existing
Account Collateral; and


 


(e)           all books and records (including, without limitation,
customer lists, credit files, printouts and other computer output materials and
records) of such Grantor pertaining to any of the Collateral; and


 


(f)            all proceeds of, collateral for, income, royalties and
other payments now or hereafter due and payable with respect to, and supporting
obligations relating to, any and all of the Collateral (including, without
limitation, proceeds, collateral and supporting obligations that constitute
property of the types described in clauses (a) through (e) of
this Section 1) and, to the extent not otherwise included, all payments
under insurance (whether or not the Collateral Agent is the loss payee
thereof), or any indemnity, warranty or guaranty, payable by reason of loss or
damage to or otherwise with respect to any of the foregoing Collateral;


 


provided
that, notwithstanding anything to the contrary in this Agreement, this
Agreement shall not constitute an assignment or pledge to or grant of a
security interest in any of the following Collateral (each, an “Excluded Asset”):  (i)  any Collateral to the extent (but
only so long as) the granting of a security interest therein is prohibited by
applicable law or regulation or by governmental authority or requires a consent
not obtained of any governmental authority pursuant to such applicable law or
regulation, or is prohibited by, or constitutes a breach of or default under or
results in the termination of or requires any consent not obtained under, any
contract, license, agreement, instrument or other document evidencing or giving
rise to such property or 


 


3

















 


any applicable shareholder or similar
requirement, except to the extent that such applicable law or regulation or the
term in such contract, license, agreement, instrument or other document or
shareholder or similar agreement providing for such prohibition, breach,
default or termination or requiring such consent is ineffective under
applicable law; and (ii) any Excluded Mortgage Loan Assets.


 


Section 2.               Security for Obligations.  This Agreement secures, in the case of each
Grantor, the payment of all Obligations of such Grantor now or hereafter
existing under the Loan Documents, whether direct or indirect, absolute or
contingent, and whether for principal, reimbursement obligations, interest,
fees, premiums, penalties, indemnifications, contract causes of action, costs,
expenses or otherwise (all such Obligations being the “Secured Obligations”).  Without limiting the generality of the
foregoing, this Agreement secures, as to each Grantor, the payment of all
amounts that constitute part of the Secured Obligations and would be owed by
such Grantor to any Secured Party under the Loan Documents but for the fact
that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving a Loan Party.


 


Section 3.               Grantors Remain Liable.  Anything herein to the contrary
notwithstanding, (a) each Grantor shall remain liable under the contracts
and agreements included in such Grantor’s Collateral to the extent set forth
therein to perform all of its duties and obligations thereunder to the same
extent as if this Agreement had not been executed, (b) the exercise by the
Collateral Agent of any of the rights hereunder shall not release any Grantor
from any of its duties or obligations under the contracts and agreements
included in the Collateral and (c) no Secured Party shall have any
obligation or liability under the contracts and agreements included in the
Collateral by reason of this Agreement or any other Loan Document, nor shall
any Secured Party be obligated to perform any of the obligations or duties of
any Grantor thereunder or to take any action to collect or enforce any claim
for payment assigned hereunder.


 


Section 4.               Delivery and Control of
Security Collateral.  (a)  All
certificates or instruments representing or evidencing Security Collateral
shall be delivered to and held by or on behalf of the Collateral Agent pursuant
hereto.  On the Closing Date, each
applicable Grantor shall deliver (i) with respect to each item of Initial
Pledged Debt, the original mortgage note or other promissory note bearing all
intervening endorsements, endorsed “Pay to the order of             
without recourse” and signed in the name of the last endorsee by an authorized
person, and (ii) with respect to other Security Collateral, the related
applicable certificates or instruments in suitable form for transfer by
delivery.  Each applicable Grantor shall
use its commercially reasonable efforts to, within 90 days following the
Closing Date (or such later date as may be agreed by the Collateral Agent in
its sole discretion), deliver to the Collateral Agent (x) consents of
obligors or other counterparties to the Security Collateral to the grant of a
security interest therein to the Collateral Agent hereunder and (y) such
other consents, duly executed instruments of transfer, assignments in blank, or
assignment and assumption agreements as may be required pursuant to the related
underlying agreements or as otherwise reasonably requested by the Collateral
Agent, and all in form and substance reasonably satisfactory to the Collateral
Agent.   For the avoidance of doubt,
after the date hereof, each applicable Grantor shall deliver, in connection
with any Receivable or Related Contract that is not included in Initial Pledged
Debt and that is represented by an instrument or a certificate, an original
mortgage note or other promissory note bearing all intervening endorsements,
endorsed “Pay to the order of             
without recourse” and signed in the name of the last endorsee by an authorized
person.


 


(b)           With respect to any Security
Collateral that constitutes an uncertificated security, the relevant Grantor
will cause the issuer thereof to either register the Collateral Agent as the
registered owner of such security or agree with such Grantor and the Collateral
Agent that such issuer will comply with instructions with respect to such
security originated by the Collateral Agent without further consent 


 


4

















 


of such Grantor, such agreement to be in form and substance
satisfactory to the Collateral Agent (such agreement being an “Uncertificated
Security Control Agreement”) (i) if the issuer thereof is wholly-owned
by the Borrower and its Subsidiaries, within 10 days following the Closing Date
and (ii) if the issuer thereof is not wholly-owned by the Borrower and its
Subsidiaries, the Loan Parties shall use commercially reasonable efforts to
comply with the foregoing as promptly as possible.


 


(c)           Upon the request of the Collateral
Agent and following the occurrence and during the continuance of an Event of
Default, each Grantor will notify each issuer of Security Collateral granted by
it hereunder that such Security Collateral is subject to the security interest
granted hereunder.


 


(d)           The
Collateral Agent shall maintain continuous custody of all items of physical
Security Collateral delivered to it by the Grantors hereunder in a secure
facility in accordance with its customary standards for such custody.


 


Section 5.               Maintaining the Account
Collateral.  So long as any Advance
or any other Obligation of any Loan Party under any Loan Document (other than
contingent indemnity obligations not then due) shall remain unpaid or any
Lender shall have any Commitment:


 


(a)           Each Grantor will maintain all Account Collateral only
with the Collateral Agent or with banks (the “Pledged Account Banks”)
that have agreed, in a record authenticated by the Grantor, the Collateral
Agent and the Pledged Account Banks, to (i) comply with instructions
originated by the Collateral Agent directing dispositions of funds in the Cash
Collateral Accounts without the further consent of the Grantor and pursuant to Section 2.05(c)(iii),
(iv), (v), (vi), (vii) and (viii) of the Credit Agreement and (ii) waive
or subordinate in favor of the Collateral Agent all claims of the Pledged
Account Banks (including, without limitation, claims by way of a security
interest, lien or right of setoff or right of recoupment) to the Cash
Collateral Accounts, which authenticated record shall be in form and substance
reasonably satisfactory to the Collateral Agent.


 


(b)           The Collateral Agent shall have sole right to direct the
disposition and distribution of funds with respect to the Cash Collateral
Accounts (subject to Section 2.05(c) of the Credit Agreement), and it
shall be a term and condition of each of the Cash Collateral Accounts,
notwithstanding any term or condition to the contrary in any other agreement
relating to the Cash Collateral Accounts, that upon an Event of Default, no
amount (including, without limitation, interest on Cash Equivalents credited
thereto) will be paid or released to or for the account of, or withdrawn by or
for the account of, the Borrower or any other Person from the Cash Collateral
Accounts (subject to Section 2.05(c) of the Credit Agreement).


 


(c)           The Collateral Agent may, at any time and without notice
to, or consent from, the Grantor, transfer, or direct the transfer of, funds
from the Cash Collateral Accounts to satisfy the Grantor’s obligations under
the Loan Documents if an Event of Default shall have occurred and be continuing
(subject to Section 2.05(c) of the Credit Agreement).


 


Section 6.               Investing of Amounts in the
Cash Collateral Accounts.  The
Collateral Agent will, subject to the provisions of Sections 5, 7 and 17
from time to time (a) invest, or direct the applicable Pledged Account
Bank to invest, amounts received with respect to the Cash Collateral Accounts
in such Cash Equivalents credited to the Cash Collateral Accounts as the
Borrower may select and the Collateral Agent may approve and (b) invest
interest paid on the Cash Equivalents referred to in clause (a) above,
and reinvest other proceeds of any such Cash Equivalents that may mature or be
sold, in each case in such Cash Equivalents credited in the same manner.  Interest and proceeds that are not


 


5

















 


invested or reinvested in
Cash Equivalents as provided above shall be deposited and held in the relevant
Cash Collateral Account.


 


Section 7.               Release of Amounts.  So long as no Event of Default shall have
occurred and be continuing, the Collateral Agent will pay and release, or
direct the applicable Pledged Account Bank to pay and release, in accordance
with the terms of Section 2.05(c) of the Credit Agreement, to the
Borrower or at its order or, at the request of the Borrower, to the Administrative
Agent to be applied as provided by the Credit Agreement such amount, if any, as
is then on deposit in the Cash Collateral Accounts, in each case to the extent
permitted to be released under the terms of the Credit Agreement.


 


Section 8.               Representations and Warranties.  Each Grantor represents and warrants as
follows:


 


(a)           Such Grantor’s exact legal name, location, chief executive
office, type of organization, jurisdiction of organization and organizational
identification number is set forth in Schedule III hereto.  Within the five years preceding the date
hereof, such Grantor has not changed its name, location, chief executive
office, type of organization, jurisdiction of organization or organizational
identification number from those set forth in Schedule III hereto except
as set forth in Schedule IV hereto.


 


(b)           Such Grantor is the legal and beneficial owner of the
Collateral granted or purported to be granted by it free and clear of any Lien,
claim, option or right of others, except for the security interest created
under this Agreement or Liens permitted under the Credit Agreement.  No effective financing statement or other
instrument similar in effect covering all or any part of such Collateral or
listing such Grantor or any trade name of such Grantor as debtor is on file in
any recording office, except such as may have been filed in favor of the
Collateral Agent relating to the Loan Documents or as otherwise permitted under
the Credit Agreement.


 


(c)           None of the Receivables or Agreement Collateral is
evidenced by a promissory note or other instrument that has not been delivered
to the Collateral Agent.


 


(d)           If such Grantor is an issuer of Security Collateral, such
Grantor confirms that it has received notice of the security interest granted
hereunder.


 


(e)           The Pledged Equity pledged by such Grantor constitutes the
percentage of the issued and outstanding Equity Interests of the issuer thereof
indicated on Schedule I hereto.  The
Pledged Debt pledged by such Grantor hereunder has been duly authorized,
authenticated or issued and delivered, is the legal, valid and binding
obligation of the issuers thereof, and is evidenced by one or more promissory
notes (which promissory notes have been delivered to the Collateral Agent).


 


(f)            The Initial Pledged Debt constitutes all of the
outstanding indebtedness constituting Mortgage Loan Assets owed to such Grantor
by the issuers thereof and is outstanding in the principal amount indicated on
Schedule I hereto.


 


(g)           The Assigned Agreements to which such Grantor is a party,
true and complete copies of which have been made available to the Collateral
Agent, have been duly authorized, executed and delivered by all parties
thereto, have not been amended, amended and restated, supplemented or otherwise
modified from the versions made available to the Collateral Agent, are in full
force and effect and are binding upon and enforceable against all parties
thereto in accordance with their terms, subject to the effects of bankruptcy,
insolvency, fraudulent


 


6

















 


conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.


 


(h)           This Agreement creates in favor of the Collateral Agent
for the benefit of the Secured Parties a valid security interest in the
Collateral granted by such Grantor, securing the payment of the Secured
Obligations; all filings and other actions (including, without limitation, (A) actions
necessary to obtain control of Collateral as provided in Sections 9-104,
9-105, 9-106 and 9-107 of the UCC and (B) actions necessary to perfect the
Collateral Agent’s security interest with respect to Collateral evidenced by a
certificate of title) necessary to perfect the security interest in the
Collateral granted by such Grantor have been duly made or taken and are in full
force and effect; and such security interest is first priority.


 


(i)            No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body or any
other third party is required for (i) the grant by such Grantor of the
security interest granted hereunder or for the execution, delivery or
performance of this Agreement by such Grantor, except for such approvals that
have been obtained or notices given, (ii) the perfection or maintenance of
the security interest created hereunder (including the first priority nature of
such security interest), except for the filing of financing and continuation
statements under the UCC, except for such approval obtained or notices given,
and the actions described in Section 4 with respect to the Security
Collateral, which actions have been taken and are in full force and effect, or (iii) the
exercise by the Collateral Agent of its voting or other rights provided for in
this Agreement or the remedies in respect of the Collateral pursuant to this
Agreement, except as may be required in connection with the disposition of any
portion of the Security Collateral by laws affecting the offering and sale of
securities generally and except for any instruments of transfer, assignments in
blank, or assignment and assumption agreements, as may be required to be
executed and delivered by the Collateral Agent to the applicable counterparties
pursuant to the related underlying agreements in connection with any
foreclosure or actual transfer of title (which such instruments and assignments
each Grantor will use its best efforts to execute in blank and deliver by the
applicable Grantor within 90 days following the Closing Date in accordance with
Section 4(a)).


 


Section 9.               Further Assurances.  Each Grantor hereby authorizes the Collateral
Agent to file one or more financing or continuation statements, and amendments
thereto, including, without limitation, one or more financing statements
indicating that such financing statements cover the Collateral of such Grantor,
regardless of whether any particular asset described in such financing
statements falls within the scope of the UCC or the granting clause of this
Agreement.  A photocopy or other
reproduction of this Agreement shall be sufficient as a financing statement where
permitted by law.  Each Grantor ratifies
its authorization for the Collateral Agent to have filed such financing
statements, continuation statements or amendments filed prior to the date
hereof.


 


Section 10.             Post-Closing Changes;
Collections on Assigned Agreements, Receivables and Related Contracts.  (a)  No Grantor will change its name,
type of organization, jurisdiction of organization, organizational
identification number or location from those set forth in Section 8(a) of
this Agreement without first giving at least 15 days’ prior written notice to
the Collateral Agent and taking all action required by the Collateral Agent for
the purpose of perfecting or protecting the security interest granted by this
Agreement.  Each Grantor will hold and
preserve its records relating to the Collateral, including, without limitation,
the Assigned Agreements, Receivables and Related Contracts.  If any Grantor does not have an
organizational identification number and later obtains one, it will forthwith
notify the Collateral Agent of such organizational identification number.


 


7

















 


(b)           Except as otherwise provided in this
subsection (b), each Grantor will continue to collect, at its own expense,
all amounts due or to become due such Grantor under the Assigned Agreements and
Receivables.  In connection with such
collections, such Grantor may take (and, at the Collateral Agent’s direction
following its receipt of notice from the Collateral Agent that it is exercising
remedies against the Collateral following the occurrence and during the
continuance of an Event of Default, will take) such action as such Grantor or
(if such notice has been delivered and remains effective) the Collateral Agent
may deem necessary to enforce collection of the Assigned Agreements, Receivables
and Related Contracts; provided, however, that the Collateral
Agent shall have the right at any time, upon the occurrence and during the
continuance of an Event of Default and upon written notice to such Grantor of
its exercise of remedies against the Collateral, to notify the Obligors under
any Assigned Agreements, Receivables and Related Contracts, of the assignment
of such Assigned Agreements, Receivables and Related Contracts to the
Collateral Agent and to direct such Obligors to make payment of all amounts due
or to become due to such Grantor thereunder directly to the Collateral Agent
and, upon such notification and at the expense of such Grantor, to enforce
collection of any such Assigned Agreements, Receivables, and Related Contracts
to adjust, settle or compromise the amount or payment thereof, in the same
manner and to the same extent as such Grantor might have done, and to otherwise
exercise all rights with respect to such Assigned Agreements, Receivables and
Related Contracts, including, without limitation, those set forth set forth in Section 9-607
of the UCC.  After receipt by any Grantor
of the notice from the Collateral Agent referred to in the proviso to the
preceding sentence, (i) all amounts and proceeds (including, without
limitation, instruments) received by such Grantor in respect of the Assigned
Agreements, Receivables and Related Contracts of such Grantor shall be received
in trust for the benefit of the Collateral Agent hereunder, shall be segregated
from other funds of such Grantor and shall be forthwith paid over to the
Collateral Agent in the same form as so received (with any necessary
indorsement) to be deposited in the Cash Collateral Accounts and either (A) released
to such Grantor on the terms set forth in Section 7 so long as no Event of
Default shall have occurred and be continuing or (B) if any Event of
Default shall have occurred and be continuing, applied as provided in Section 17(b) and
(ii) such Grantor will not adjust, settle or compromise the amount or
payment of any Receivable or amount due on any Assigned Agreement or Related
Contract, release wholly or partly any Obligor thereof or allow any credit or
discount thereon or release any Liens securing or otherwise relating to any
Assigned Agreements, Receivables or Related Contracts.  No Grantor will permit or consent to the
subordination of its right to payment under any of the Assigned Agreements,
Receivables and Related Contracts to any other indebtedness or obligations of
the Obligor thereof.


 


Section 11.             Voting Rights; Dividends; Etc.  (a)  So long as no Event of Default
shall have occurred and be continuing:


 


(i)            Each Grantor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Security Collateral of
such Grantor or any part thereof for any purpose; provided  however,
that such Grantor will not exercise or refrain from exercising any such right
if such action would have a material adverse effect on the value of the
Security Collateral, taken as a whole.


 


(ii)           Each Grantor shall be entitled to receive and retain any
and all dividends, interest and other distributions paid in respect of the
Security Collateral of such Grantor if and to the extent that the payment
thereof is not otherwise prohibited by the terms of the Loan Documents; provided, however, that any and all


 


(A)          dividends, interest and other
distributions paid or payable other than in cash in respect of, and instruments
and other property received, receivable or otherwise distributed in respect of,
or in exchange for, any Security Collateral,


 


8
















 


(B)           dividends and other distributions paid or payable in cash
in respect of any Security Collateral in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid in surplus, and


 


(C)           cash paid, payable or otherwise distributed in respect of
principal of, or in redemption of, or in exchange for, any Security Collateral


 


shall be, and shall be forthwith delivered to
the Collateral Agent to hold as, Security Collateral and shall, if received by
such Grantor, be received in trust for the benefit of the Collateral Agent, be
segregated from the other property or funds of such Grantor and be forthwith
delivered to the Collateral Agent as Security Collateral in the same form as so
received (with any necessary indorsement).


 


(iii)          The
Collateral Agent will execute and deliver (or cause to be executed and
delivered) to each Grantor all such proxies and other instruments as such
Grantor may reasonably request for the purpose of enabling such Grantor to
exercise the voting and other rights that it is entitled to exercise pursuant
to paragraph (i) above and to receive the dividends or interest
payments that it is authorized to receive and retain pursuant to
paragraph (ii) above.


 


(b)           Upon the occurrence and during the continuance of an Event
of Default:


 


(i)            All
rights of each Grantor (x) to exercise or refrain from exercising the
voting and other consensual rights that it would otherwise be entitled to
exercise pursuant to Section 11(a)(i) shall, upon notice to such
Grantor by the Collateral Agent, cease and (y) to receive the dividends,
interest and other distributions that it would otherwise be authorized to
receive and retain pursuant to Section 11(a)(ii) shall automatically
cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise or refrain from
exercising such voting and other consensual rights and to receive and hold as
Security Collateral such dividends, interest and other distributions.


 


(ii)           All
dividends, interest and other distributions that are received by any Grantor
contrary to the provisions of paragraph (i) of this Section 11(b) shall
be received in trust for the benefit of the Collateral Agent, shall be segregated
from other funds of such Grantor and shall be forthwith paid over to the
Collateral Agent as Security Collateral in the same form as so received (with
any necessary indorsement).


 


Section 12.             As to the Assigned Agreements.  (a) Each Grantor will at its expense:


 


(i)            other
than as set forth in Section 12(b), perform and observe all terms and
provisions of the Assigned Agreements to be performed or observed by it,
maintain the Assigned Agreements to which it is a party in full force and
effect, enforce the Assigned Agreements to which it is a party in accordance
with the terms thereof and, at the Collateral Agent’s direction following its
receipt of notice from the Collateral Agent that it is exercising remedies
against the Collateral following the occurrence and during the continuance of
an Event of Default, take all such action to such end as may be requested from
time to time by the Collateral Agent; and


 


(ii)           furnish
to the Collateral Agent promptly upon receipt thereof copies of all notices,
requests and other documents received by such Grantor under or pursuant to the
Assigned Agreements to which it is a party, and from time to time (A) furnish
to the Collateral Agent such information and reports regarding the Assigned
Agreements and such other Collateral


 


9

















 


of such Grantor as the Collateral Agent may reasonably request and (B) upon
request of the Collateral Agent, make to each other party to any Assigned
Agreement to which it is a party such demands and requests for information and
reports or for action as such Grantor is entitled to make thereunder.


 


(b)           So long as no Event of Default has occurred and is
continuing, each Grantor may take any of the following acts; provided
that, following receipt by each Grantor of notice from the Collateral Agent
that it is exercising remedies against the Collateral following the occurrence
and during the continuance of an Event of Default, each Grantor agrees that it
will not without the Collateral Agent’s prior written consent, except to the
extent otherwise permitted under the Credit Agreement:


 


(i)            cancel
or terminate any Assigned Agreement to which it is a party or consent to or
accept any cancellation or termination thereof;


 


(ii)           amend,
amend and restate, supplement or otherwise modify any such Assigned Agreement
or give any consent, waiver or approval thereunder;


 


(iii)          waive
any default under or breach of any such Assigned Agreement; or


 


(iv)          take
any other action in connection with any such Assigned Agreement that would
impair the value of the interests or rights of such Grantor thereunder or that
would impair the interests or rights of any Secured Party.


 


(c)           Each Grantor hereby consents on its behalf and on behalf
of its Subsidiaries to the assignment and pledge to the Collateral Agent for
benefit of the Secured Parties of each Assigned Agreement to which it is a
party by any other Grantor hereunder.


 


(d)           All moneys received or collected in respect of the
Assigned Agreements shall (i) so long as no Event of Default shall have
occurred and be continuing, be transferred to the Cash Collateral Account and
applied in accordance with the terms of the Credit Agreement, and (ii) except
as otherwise provided in the Credit Agreement, if any Event of Default
shall have occurred and be continuing, be applied as provided in Section 17(b).


 


Section 13.             Transfers and Other Liens;
Additional Shares.  (a)  Each
Grantor agrees that it will not (i) sell, assign or otherwise dispose of,
or grant any option with respect to, any of the Collateral, other than sales,
assignments and other dispositions of Collateral, and options relating to
Collateral, that are not prohibited under the terms of the Credit Agreement, or
(ii) create or suffer to exist any Lien upon or with respect to any of the
Collateral of such Grantor except for the pledge, assignment and security
interest created under this Agreement and Liens permitted under the Credit
Agreement.


 


Section 14.             Collateral Agent Appointed
Attorney in Fact.  Each Grantor
hereby irrevocably appoints the Collateral Agent such Grantor’s attorney in
fact, with full authority in the place and stead of such Grantor and in the
name of such Grantor or otherwise, for so long as an Event of Default has
occurred and is continuing, in the Collateral Agent’s discretion, to take any
action and to execute any instrument that the Collateral Agent may deem
necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation:


 


(a)           to
obtain and adjust insurance with respect to the Collateral,


 


10

















 


(b)           to
ask for, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect
of any of the Collateral,


 


(c)           to
receive, indorse and collect any drafts or other instruments, documents and
chattel paper, in connection with clause (a) or (b) above, and


 


(d)           to
file any claims or take any action or institute any proceedings that the
Collateral Agent may deem necessary or desirable for the collection of any of
the Collateral or otherwise to enforce compliance with the terms and conditions
of any Assigned Agreement or the rights of the Collateral Agent with respect to
any of the Collateral.


 


Section 15.             Collateral Agent May Perform.  If any Grantor fails to perform any agreement
contained herein, the Collateral Agent may, but without any obligation to do so
and without notice, itself perform, or cause performance of, such agreement,
and the reasonable expenses of the Collateral Agent incurred in connection
therewith shall be payable by such Grantor under Section 18.


 


Section 16.             The Collateral Agent’s Duties.  (a)  The powers conferred on the
Collateral Agent hereunder are solely to protect the Secured Parties’ interest
in the Collateral and shall not impose any duty upon it to exercise any such
powers.  Except for the safe custody of
any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Collateral Agent shall have no duty as to any
Collateral, as to ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not any Secured Party has or is deemed to have knowledge
of such matters, or as to the taking of any necessary steps to preserve rights
against any parties or any other rights pertaining to any Collateral.  The Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in
its possession if such Collateral is accorded treatment substantially equal to
that which it accords its own property.


 


(b)           Anything contained herein to the contrary notwithstanding,
the Collateral Agent may from time to time, when the Collateral Agent deems it
to be necessary, appoint one or more subagents (each a “Subagent”) for
the Collateral Agent hereunder with respect to all or any part of the
Collateral.  In the event that the
Collateral Agent so appoints any Subagent with respect to any Collateral, (i) the
assignment and pledge of such Collateral and the security interest granted in
such Collateral by each Grantor hereunder shall be deemed for purposes of this
Security Agreement to have been made to such Subagent, in addition to the
Collateral Agent, for the ratable benefit of the Secured Parties, as security
for the Secured Obligations of such Grantor, (ii) such Subagent shall
automatically be vested, in addition to the Collateral Agent, with all rights,
powers, privileges, interests and remedies of the Collateral Agent hereunder
with respect to such Collateral, and (iii) the term “Collateral Agent,”
when used herein in relation to any rights, powers, privileges, interests and
remedies of the Collateral Agent with respect to such Collateral, shall include
such Subagent; provided, however, that no such Subagent shall be
authorized to take any action with respect to any such Collateral unless and
except to the extent expressly authorized in writing by the Collateral Agent.


 


Section 17.             Remedies.  If any Event of Default shall have occurred
and be continuing, then, subject to Section 2.05(c) of the Credit
Agreement with respect to the application of amounts credited to the Cash
Collateral Accounts:


 


(a)           The
Collateral Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
the rights and 


 


11

















 


remedies of a secured party upon default under the UCC (whether or not
the UCC applies to the affected Collateral) and also may:  (i) require each Grantor to, and each
Grantor hereby agrees that it will at its expense and upon request of the
Collateral Agent forthwith, assemble all or part of the Collateral as directed
by the Collateral Agent and make it available to the Collateral Agent at a
place and time to be designated by the Collateral Agent that is reasonably
convenient to both parties; (ii) without notice except as specified below,
sell the Collateral or any part thereof in one or more parcels at public or
private sale, at any of the Collateral Agent’s offices or elsewhere, for cash,
on credit or for future delivery, and upon such other terms as the Collateral
Agent may deem commercially reasonable; (iii) occupy any premises owned or
leased by any of the Grantors where the Collateral or any part thereof is
assembled or located for a reasonable period in order to effectuate its rights
and remedies hereunder or under law, without obligation to such Grantor in
respect of such occupation; and (iv) exercise any and all rights and
remedies of any of the Grantors under or in connection with the Collateral, or
otherwise in respect of the Collateral, including, without limitation, (A) any
and all rights of such Grantor to demand or otherwise require payment of any
amount under, or performance of any provision of, the Assigned Agreements, the
Receivables, the Related Contracts and the other Collateral, (B) withdraw,
or cause or direct the withdrawal, of all funds with respect to the Account
Collateral and (C) exercise all other rights and remedies with respect to
the Assigned Agreements, the Receivables, the Related Contracts and the other
Collateral, including, without limitation, those set forth in Section 9-607
of the UCC.  Each Grantor agrees that, to
the extent notice of sale shall be required by law, at least ten days’ notice
to such Grantor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable
notification.  The Collateral Agent shall
not be obligated 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.


 


(b)           Any cash held
by or on behalf of the Collateral Agent and all cash proceeds received by or on
behalf of the Collateral Agent in respect of any sale of, collection from, or
other realization upon all or any part of the Collateral may, in the discretion
of the Collateral Agent, be held by the Collateral Agent as collateral for,
and/or then or at any time thereafter applied (after payment of any amounts
payable to the Collateral Agent pursuant to Section 19) in whole or in
part by the Collateral Agent for the ratable benefit of the Secured Parties
against, all or any part of the Secured Obligations, in the following manner:


 


(i)            first, paid to the Agents for any amounts
then owing to the Agents pursuant to Section 9.04 of the Credit Agreement
or otherwise under the Loan Documents, ratably in accordance with the amounts
then owing to the Agents; and


 


(ii)           second, paid to the Lenders for any
amounts then owing to them, in their capacities as such, under the Loan
Documents ratably in accordance with the amounts then owing to the Lenders.


 


Any
surplus of such cash or cash proceeds held by or on the behalf of the
Collateral Agent and remaining after payment in full of all the Secured
Obligations shall be paid over to the applicable Grantor or to whomsoever may
be lawfully entitled to receive such surplus.


 


(c)           All payments
received by any Grantor under or in connection with any Assigned Agreement or
otherwise in respect of the Collateral shall be received in trust for the
ratable benefit of the Secured Parties, shall be segregated from other funds of
such Grantor and shall be 


 


12

















 


forthwith paid over to the Collateral Agent for the ratable benefit of
the Secured Parties in the same form as so received (with any necessary
indorsement).


 


(d)           The
Collateral Agent may, without notice to any Grantor except as required by law
and at any time or from time to time, charge, set off and otherwise apply all
or any part of the Secured Obligations against any funds held with respect to
the Account Collateral or in any other deposit account.


 


(e)           The
Collateral Agent may send to each bank, securities intermediary or issuer party
to any Uncertificated Security Control Agreement, a “Notice of Exclusive
Control” as defined in and under such Agreement.


 


Section 18.             [Intentionally Omitted].


 


Section 19.             Amendments; Waivers; Additional
Grantors; Etc.  (a)  No
amendment or waiver of any provision of this Agreement, and no consent to any
departure by any Grantor herefrom, shall in any event be effective unless the
same shall be in writing and signed by the Collateral Agent, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.  No
failure on the part of the Collateral Agent or any other Secured Party to
exercise, and no delay in exercising any right hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right.


 


(b)           Upon the execution and delivery by any Person of a
security agreement supplement in substantially the form of Exhibit A
hereto (each a “Security Agreement Supplement”), such Person shall be
referred to as an “Additional Grantor” and shall be and become a Grantor
hereunder, and each reference in this Agreement and the other Loan Documents to
“Grantor” shall also mean and be a reference to such Additional Grantor, each
reference in this Agreement and the other Loan Documents to the “Collateral”
shall also mean and be a reference to the Collateral granted by such Additional
Grantor and each reference in this Agreement to a Schedule shall also mean
and be a reference to the schedules attached to such Security Agreement
Supplement.


 


Section 20.             [Intentionally Omitted].


 


Section 21.             Continuing Security Interest;
Assignments under the Credit Agreement. 
This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until the payment
in full in cash of the Secured Obligations, (b) be binding upon each
Grantor, its successors and assigns and (c) inure, together with the
rights and remedies of the Collateral Agent hereunder, to the benefit of the
Secured Parties and their respective successors, transferees and assigns.  Without limiting the generality of the
foregoing clause (c), any Lender may assign or otherwise transfer all or
any portion of its rights and obligations under the Credit Agreement
(including, without limitation, all or any portion of its Commitments, the
Advances owing to it and the Note or Notes, if any, held by it) to any other
Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Lender herein or otherwise, in each
case as provided in Section 9.07 of the Credit Agreement.


 


Section 22.             Release; Termination.  (a)  Upon any sale, lease, transfer or
other disposition of any item of Collateral of any Grantor that is not
prohibited under the terms of the Loan Documents, the security interest granted
hereby shall be automatically terminated and released in full and the
Collateral Agent will, at such Grantor’s expense, (i) if such Collateral
being disposed of constitutes physical Security Collateral delivered to the
Collateral Agent hereunder, at the written request of such Grantor at least
seven Business Days prior to such anticipated disposition, return such item of
Security 


 


13

















 


Collateral
to the Grantor, it being understood that in such notice such Grantor may
request such item of physical Security Collateral to be delivered directly to a
third-party purchaser or escrow agent no later than two Business Days prior to
the anticipated date of such disposition, and (ii) execute and deliver to
such Grantor such documents as such Grantor shall reasonably request to
evidence the release of such item of Collateral from the assignment and security
interest granted hereby; provided, however, that, in the event
that such sale, lease, transfer or other disposition of such item of Collateral
does not occur within fifteen (15) days (or such later date as may be agreed by
the Collateral Agent in its sole discretion) 
from the delivery of such item of Collateral to the applicable Grantor
or to a third-party purchaser or escrow agent, the applicable Grantor or
third-party purchaser or escrow agent shall deliver such item of Collateral to
the Collateral Agent no later than twenty (20) days (or such later date as may
be agreed by the Collateral Agent in its sole discretion), after the delivery
of such item of Collateral to the applicable Grantor or third-party purchaser
or escrow agent; provided,
further, however, that (x) the
proceeds of any such sale, lease, transfer or other disposition required to be
applied, or any payment to be made in connection therewith, in accordance with Section 2.05
of the Credit Agreement shall, to the extent so required, be paid or made to,
or in accordance with the instructions of, the Collateral Agent when and as
required under Section 2.05 of the Credit Agreement, and (y) if such
Grantor has received notice from the Collateral Agent that it is exercising
remedies against the Collateral following the occurrence and during the
continuance of an Event of Default, no Collateral shall be released from the
Collateral Agent’s security interest hereunder without the Collateral Agent’s
prior written consent.  Upon any
modification or amendment of any item of physical Security Collateral delivered
to the Collateral Agent hereunder, the Collateral Agent shall upon the written
request of the applicable Grantor, unless the Collateral Agent shall have
notified such Grantor that it is exercising remedies against the Collateral
following an Event of Default, return such item of Security Collateral to the
Grantor for its replacement or modification, following which such Grantor shall
promptly deliver the new or modified item of the Collateral to the Collateral
Agent in accordance with this Agreement.


 


(b)           Upon the latest of (i) the payment in full in cash of
the Secured Obligations (other than contingent indemnity obligations not then
due) and (ii) the Termination Date, the pledge and security interest
granted hereby shall terminate and all rights to the Collateral shall revert to
the applicable Grantor.  Upon any such
termination, the Collateral Agent will, at the applicable Grantor’s expense,
execute and deliver to such Grantor such documents as such Grantor shall
reasonably request to evidence such termination.


 


Section 23.             Execution in Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be
effective as delivery of an original executed counterpart of this Agreement.


 


Section 24.             Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


14

















 


IN WITNESS WHEREOF, each
Grantor has caused this Agreement to be duly executed and delivered by its
officer thereunto duly authorized as of the date first above written.


 


	
   

  	
  CAPMARK FINANCIAL GROUP
  INC., as the Company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
    Name: 

  	
  Gregory J. McManus

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CAPMARK FINANCE INC., as a
  Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
    Name: 

  	
  Gregory J. McManus

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CAPMARK CAPITAL INC., as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
    Name: 

  	
  Gregory J. McManus

  
	
   

  	
   

  	
    Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NET LEASE ACQUISITION LLC,
  as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
    Name: 

  	
  Gregory J. McManus

  
	
   

  	
   

  	
    Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CAPMARK INVESTMENTS LP, as
  a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith Kooper

  
	
   

  	
   

  	
    Name: 

  	
  Keith Kooper

  
	
   

  	
   

  	
    Title:

  	
  President

  



 


15

















 


	
   

  	
  MORTGAGE INVESTMENTS, LLC,
  as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jay N. Levine

  
	
   

  	
   

  	
    Name: 

  	
  Jay N. Levine

  
	
   

  	
   

  	
    Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SJM CAP, LLC, as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
    Name: 

  	
  Gregory J. McManus

  
	
   

  	
   

  	
    Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CRYSTAL BALL HOLDING OF
  BERMUDA LIMITED, as a Guarantor 

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter A. Widmann

  
	
   

  	
   

  	
    Name: 

  	
  Peter A. Widmann

  
	
   

  	
   

  	
    Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COMMERCIAL EQUITY
  INVESTMENTS, INC., as a Guarantor 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anne E. Kelly

  
	
   

  	
   

  	
    Name: 

  	
  Anne E. Kelly

  
	
   

  	
   

  	
    Title:

  	
  Treasurer

  



 

















 


	
   

  	
  CAPMARK AFFORDABLE EQUITY

  
	
   

  	
  HOLDINGS INC., as a
  Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
    Name: 

  	
  Gregory J. McManus

  
	
   

  	
   

  	
    Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUMMIT CREST VENTURES LLC,
  as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter A. Widmann

  
	
   

  	
   

  	
    Name:

  	
  Peter A. Widmann

  
	
   

  	
   

  	
    Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CAPMARK REO HOLDING
  COMPANY LLC, as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul W. Kopsky Jr.

  
	
   

  	
   

  	
    Name: 

  	
  Paul W. Kopsky Jr.

  
	
   

  	
   

  	
    Title:

  	
  President

  



 


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