RADC/CADC Venture 2010-2 Structured Transaction 

RADC/CADC VENTURE 2010-2, LLC 

PURCHASE MONEY NOTE (GLOBAL 144A) 

(Maturity Date: January 26, 20 18) 

Certificate No.: RADC/CADC -1 

Issuance Date: January 26, 2011 

$100,275,473.00 

ISIN No.: 

CUSIP No. 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE 

"SECURITIES ACT"), ANY STATE SECURITIES LAWS IN THE UNITED STATES OR 

THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND THE ISSUER HAS NOT 

BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS 

AMENDED (THE "INVESTMENT COMPANY ACT"). 

THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE MONEY 

NOTE, REPRESENTS THAT IT HAS OBTAINED THIS PURCHASE MONEY NOTE IN A 

TRANSACTION IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT 

COMPANY ACT, AND ALL OTHER APPLICABLE LAWS OF THE UNITED STATES OR 

ANY OTHER JURISDICTION AND THE RESTRICTIONS ON SALE AND TRANSFER SET 

FORTH IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT. THE HOLDER 

HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE MONEY NOTE, FURTHER 

REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, 

RESELL, PLEDGE OR OTHERWISE TRANSFER THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, 

THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE LAWS OF ANY 

JURISDICTION AND IN ACCORDANCE WITH THE CERTIFICATIONS AND OTHER 

REQUIREMENTS SPECIFIED IN THE CUSTODIAL AND PAYING AGENCY 

AGREEMENT REFERRED TO HEREIN (A) TO A TRANSFEREE THAT IS A PERSON 

WHOM THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL 

BUYER" AS SUCH TERM IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT 

PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A "QUALIFIED 

INSTITUTIONAL BUYER" IN COMPLIANCE WITH RULE 144A UNDER THE 

SECURITIES ACT OR (B) TO A TRANSFEREE (1) THAT IS NOT A U.S. PERSON (AS 

SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT) AND IS 

ACQUIRING THIS PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION (AS 

SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN 

COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 

SECURITIES ACT AND (2) THAT IS NOT A "U.S. RESIDENT" WITHIN THE MEANING 

OF INVESTMENT COMPANY ACT, AND, IN THE CASE OF BOTH CLAUSES (A) AND 

(B), AND, IN EACH CASE, TO A TRANSFEREE (1) THAT IS A "QUALIFIED 

PURCHASER" WITHIN THE MEANING OF SECTION 3(c)(7) OF THE INVESTMENT 

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13312145.3 
COMPANY ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF 

A QUALIFIED PURCHASER, AND (2) THAT (i) WAS NOT FORMED FOR THE PURPOSE 

OF INVESTING IN THE ISSUER (EXCEPT WHEN EACH BENEFICIAL OWNER OF THE 

PURCHASER IS A QUALIFIED PURCHASER), (ii) HAS RECEIVED THE NECESSARY 

CONSENT FROM ITS BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE 

INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (iii) IS NOT A BROKERDEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN 

U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (iv) IS NOT A PENSION, 

PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN IN WHICH THE 

PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE 

THE PARTICULAR INVESTMENTS TO BE MADE, AND IN A TRANSACTION THAT 

MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT COMPANY 

ACT EXEMPTION, (v) WILL PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE 

OF THE TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND, (vi) WILL HOLD 

AND TRANSFER PURCHASE MONEY NOTES IN AN AMOUNT OF NOT LESS THAN 

U.S. $250,000 FOR IT OR FOR EACH ACCOUNT FOR WHICH IT IS ACTING, (vii) WILL 

PROVIDE THE ISSUER AND PAYING AGENT FROM TIME TO TIME SUCH 

INFORMATION AS THEY MAY REASONABLY REQUEST IN ORDER TO ASCERTAIN 

COMPLIANCE WITH THIS LEGEND AND (viii) UNDERSTANDS THAT THE ISSUER 

MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS SECURITIES 

FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES. EACH PURCHASER OR 

TRANSFEREE OF THIS PURCHASE MONEY NOTE WILL BE DEEMED TO HAVE 

MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. 

THIS PURCHASE MONEY NOTE IS NOT TRANSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. ANY SALE OR TRANSFER IN 

VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE 

VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE 

TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO 

THE ISSUER, THE PAYING AGENT OR ANY INTERMEDIARY. EACH TRANSFEROR 

OF THIS PURCHASE MONEY NOTE AGREES TO PROVIDE NOTICE OF THE 

TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT TO THE TRANSFEREE. IN ADDITION TO THE 

FOREGOING, THE ISSUER HAS THE RIGHT, UNDER THE CUSTODIAL AND PAYING 

AGENCY AGREEMENT, TO COMPEL ANY OWNER OF A BENEFICIAL INTEREST IN 

THIS PURCHASE MONEY NOTE THAT IS A NON-PERMITTED HOLDER (AS SUCH 

TERM IS DEFINED IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT) TO 

SELL ITS INTEREST IN THIS PURCHASE MONEY NOTE, OR MAY SELL SUCH 

INTEREST ON BEHALF OF SUCH OWNER. 

PRIOR TO PURCHASING THIS PURCHASE MONEY NOTE, PURCHASER 

SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND 

CONDITIONS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR 

TRANSFER. THE ISSUER HAS NOT AGREED TO REGISTER THIS PURCHASE MONEY 

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NOTE UNDER THE SECURITIES ACT, TO QUALIFY THE PURCHASE MONEY NOTE 

UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGISTRATION 

RIGHTS TO ANY HOLDER. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAY ABLE AS SET FORTH 

HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS PURCHASE 

MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE 

FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE MONEY NOTE MAY 

ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE PAYING 

AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE OR 

ANY INTEREST THEREIN WHO IS A PLAN TRUSTEE OR IS ACTING ON BEHALF OF 

A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY 

ACT OF 1974, AS AMENDED ("ERISA"), OR TO SECTION 4975 OF THE INTERNAL 

REVENUE CODE OF 1986, AS AMENDED (THE "INTERNAL REVENUE CODE") OR A 

PLAN SUBJECT TO ANY NON-U. S., FEDERAL, STATE OR LOCAL LAW 

SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE 

INTERNAL REVENUE CODE ("SIMILAR LAW"), OR USING PLAN ASSETS TO EFFECT 

SUCH TRANSFER SHALL BE DEEMED TO HAVE REPRESENTED THAT THE 

ACQUISITION AND HOLDING OF THIS PURCHASE MONEY NOTE (OR ANY 

INTEREST HEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED 

TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL 

REVENUE CODE OR A VIOLATION OF SIMILAR LAW. 

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL 

REVENUE CODE, THIS PURCHASE MONEY NOTE IS BEING ISSUED WITH ORIGINAL 

ISSUE DISCOUNT. YOU MAY CONTACT THE FEDERAL DEPOSIT INSURANCE 

CORPORATION AT 550 17TH STREET, N.W., ROOM F-7014, WASHINGTON, D.C. 20429, 

ATTENTION: RALPH MALAMI, AND THE FDIC WILL PROVIDE YOU WITH THE 

ISSUE PRICE AND THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE. 

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS PURCHASE MONEY NOTE 

FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE 

REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, UNLESS 

THIS PURCHASE MONEY NOTE IS PRESENTED BY AN AUTHORIZED 

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY("DTC"), NEW YORK, 

NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, 

EXCHANGE OR PAYMENT AND ANY PURCHASE MONEY NOTE ISSUED IS 

REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS 

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT 

HEREON IS MADE TO CEDE & CO.). 

THE FAILURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE PAYING 

AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS 

(GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR 

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APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES 

PERSON" WITHIN THE MEANING' OF SECTION 770l(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 NOTA 

"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 GLOBAL NOTE MUST BE HELD IN 

MINIMUM DENOMINATIONS OF U.S.$250,000 AND INTEGRAL MULTIPLES OF 

U.S.$10,000 IN EXCESS THEREOF. . 

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Purchase Money Note (Global 144A) 

133121453 
RADC/CADC Venture 2010-2, LLC 

PURCHASE MONEY NOTE (GLOBAL 144A) 

(Maturity Date: January 26, 2018) 

$100,275,473.00 Certificate No.: RADC/CADC 

ISIN NO.: Issuance Date: January 26, 2011 

CUSIPNO.: 

FOR VALUE RECEIVED, RADC/CADC Venture 2010-2, LLC, a Delaware limited 

liability company (herein referred to as the "Issuer"), hereby unconditionally promises to pay to 

the order of Cede & Co., or its successors and registered assigns, the principal sum of One 

Hundred Million Two Hundred Seventy Five Thousand Four Hundred Seventy Three Dollars 

and 00/100 United States Dollars ($100,275,473.00) (or such other amount as shall be the 

outstanding principal amount of this Purchase Money Note shown on Schedule A hereto). No 

interest shall accrue on the outstanding principal amount of this Purchase Money Note. The 

entire outstanding principal amount of this Purchase Money Note shall be due and payable on 

January 26, 2018 (the "Maturity Date") or such earlier date as such amount shall become due 

and payable pursuant to the terms ofthis Purchase Money Note. 

The principal of this Purchase Money Note is 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. All payments made by the Issuer with respect to this Purchase Money Note shall 

be subject to the Priority of Payments set forth in Section 5.1 of the Custodial and Paying 

Agency Agreement (as hereinafter defined). This Purchase Money Note is subject to all terms of 

the Custodial and Paying Agency Agreement. Unless otherwise defined herein, capitalized terms 

used in this Purchase Money Note have the meanings provided in, or by reference in, that certain 

Custodial and Paying Agency Agreement, dated as of January 26, 2011 (as further amended, 

supplemented or restated from time to time, and including any substantially similar agreement 

entered into by Issuer and any new or successor custodian and paying agent, the "Custodial and 

Paying Agency Agreement"), among the Issuer, the Federal Deposit Insurance Corporation, in 

its corporate capacity, as the Purchase Money Note Guarantor, the Federal Deposit Insurance 

Corporation, in its capacity as Receiver for various failed financial institutions listed on Schedule 

I hereto as Collateral Agent pursuant to the Reimbursement, Security and Guaranty Agreement, 

dated as of January 26, 2011 (as amended, supplemented or restated from time to time, the 

"Reimbursement, Security and Guaranty Agreement") and Wells Fargo Bank, National 

Association. 

This Purchase Money Note may not be prepaid, in whole or in part, without the prior 

written consent of the Purchase Money Note Guarantor. Any amount repaid or prepaid pursuant 

• to this Purchase Money Note may not be reborrowed. 

The 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 

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Purchase Money Note (Global 144A) 


13312145.3 
the Custodial and Paying Agency Agreement or any Transaction Documents or under any 

certificate or other writing delivered in connection therewith, against the Paying Agent or the 

Servicer or any of their Affiliates. 

Payments on this Purchase Money Note will be made by the Paying Agent by wire 

transfer of immediate} y available funds to such account as may be specified from time to time by 

the Holder, as of the relevant Record Date, to the Paying Agent in writing or, at the option of the 

Holder hereof, by check to such address as the Holder shall have designated to the Paying Agent 

in writing, in each case without the presentation or surrender of this Purchase Money Note or the 

making of any notation hereon. Notwithstanding the foregoing, the final payment on this 

Purchase Money Note will be made only upon presentation and surrender of this Purchase 

Money Note at the office or agency maintained for that purpose by the Paying Agent in 

Minneapolis, Minnesota. If any payment of principal of, or any other amount owed by the Issuer 

pursuant to, this Purchase Money Note becomes due and payable on a day other than a Business 

Day, the maturity thereof shall be extended to the next succeeding Business Day. 

This Purchase Money Note is limited in right of payment to certain collections and 

recoveries respecting the Assets and payments, deposits and advances pursuant to the Custodial 

and Paying Agency Agreement, all as more specifically set forth in the Custodial and Paying 

Agency Agreement. As provided in the Custodial and Paying Agency Agreement, deposits and 

withdrawals from the Accounts may be made by the Paying Agent from time to time for 

purposes other than distributions to the Holder, such purposes including investment in Permitted 

Investments. 

This Purchase Money Note is a registered note and may be transferred only upon 

surrender to the Paying Agent (with concurrent written notice to the Issuer of the requested 

transfer) of this Purchase Money Note for registration and transfer, duly endorsed by, or 

accompanied by a written instrument of transfer duly executed by, the registered Holder hereof 

or its attorney duly authorized in writing. Upon surrender of this Purchase Money Note as above 

provided, together with the name, address and other information for notices of the transferee, the 

Paying Agent shall promptly register the transfer, record the transfer on this Purchase Money 

Note and deliver the same to the transferee. A transfer of this Purchase Money Note shall be 

effective upon registration of the transfer by the Paying Agent. Prior to registration of such a 

transfer, the Person in whose name this Purchase Money Note is registered shall be deemed the 

owner and Holder thereof for all purposes hereof, and the Issuer shall not be affected by any 

notice or knowledge to the contrary. 

Upon request by a transferee of this Purchase Money Note that a new Purchase Money 

Note be issued or upon receipt by the Issuer of evidence reasonably satisfactory to it of the 

ownership of and the loss, theft, destruction or mutilation ofthis Purchase Money Note and (a) in 

the case of loss, theft or destruction, of indemnity reasonably satisfactory to it, or (b) in the case 

of a request by a transferee that a new Purchase Money Note be issued or in the case of 

mutilation, upon surrender and cancellation of the Purchase Money Note, within two Business 

Days thereafter, the Issuer shall execute and deliver, in lieu thereof, a new Purchase Money 

Note. 

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Purchase Money Note (Global 144A) 

13312145.3 
The Paying Agent, the Servicer, the Issuer and any agent of any of the foregoing, may 

treat the Person in whose name this Purchase Money Note is registered as the owner and Holder 

hereof for all purposes, and none ofthe foregoing shall be affected by notice to the contrary. 

Upon the occurrence of an Event of Default specified in Section 4.1 (b )(i)(A) of the 

Reimbursement, Security and Guaranty Agreement, this Purchase Money Note shall forthwith 

automatically become immediately due and payable, both as to principal and as to any other 

amounts owed by the Issuer hereunder, without any action on the part of the Holders (as of the 

relevant Record Date) and without the consent of the Purchase Money Note Guarantor. Upon 

the occurrence of any other Event of Default defined in the Reimbursement, Security and 

Guaranty Agreement, the Holder may, with the consent of the Purchase Money Note Guarantor, 

in addition to any other available remedy, by notice in writing to the Issuer, the Purchase Money 

Note Guarantor and the Paying Agent, declare this Purchase Money Note to be immediately due 

and payable, together with any other amounts owed by the Issuer hereunder, and on delivery of 

such a notice, the unpaid principal amount of this Purchase Money Note and any other amounts 

owed by the Issuer hereunder, shall forthwith 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. 

If and to the extent the Purchase Money Note Guarantor makes any payment to 

the Holder pursuant to or in connection with the Guaranty Agreement, the Purchase Money Note 

Guarantor shall be subrogated to all ofthe rights of the Holder with respect to any claim to which 

such payment relates to the extent ofsuch payment, and the Holder, upon acceptance of any such 

payment, will be deemed to have assigned to the Purchase Money Note Guarantor any and all 

claims it may have against the Issuer or others and for which the Holder receives payment from 

the Purchase Money Note Guarantor under the Guaranty Agreement. Upon the request of the 

Purchase Money Note Guarantor, the Holder shall execute written assignments of such claims. 

No delay, omission or waiver on the part ofthe Holder in exercising any right pursuant to 

this Purchase Money Note shall operate as a waiver of such right or any other right of the 

Holder, 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 Holder are cumulative and not exclusive of any rights or 

remedies the Holder would otherwise have. 

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 the Paying Agent to make, all payments pursuant to this Purchase 

Money Note in full and when due, whether in respect to principal 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 Holder hereof or any other Person, but subject in 

all respects to the priority of payments set forth in Section 5.1 of the Custodial and Paying 

Agency Agreement, and the Issuer hereby waives and agrees not to assert any defense (other 

than payment in accordance with the terms hereof), right of counterclaim, setoff or recoupment, 

or other right which it may have against the Holder hereof or any other Person. 

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All notices, requests, demands, and other communications required or p'ermitted to be 

given or delivered under or by reason of the provisions of this Purchase Money Note shall be in 

writing and shall be mailed or deli'vered to the applicable address or electron,ic mail address of 

the parties specified below for such Person or to such other address or electronic mail address as 

shall be designated by such party in a notice to the other parties. All such notices and other 

communications shall be deemed to be given or made upon the earlier to. occur of (i) actual 

receipt (or refusal thereof) by the relevant party hereto and (ii) (A) if delivered by hand or by 

nationally recognized courier service, when signed for (or refused) by or on behalf of the 

relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, 

postage prepaid; and (C) if delivered by electronic mail (which form of delivery is subject to the 

provisions of this paragraph), when delivered. In no event shall a voice mail message be 

effective as a notice, communication or confirmation pursuant to this Purchase Mopey Note. 

Ifto the Issuer, tot 

RADC/CADC Venture 2010-2, LLC 


2450 Broadway, 61

h Floor 


Santa Monica, California 90404 


Attention: Paul A. Fuhrman 


E-mail Address: 


with a copy to: 

Colony Capital, LLC 


660 Madison A venue 


New York, New'York 10065 


Attention: Ronald M. Sanders 


E-majl Address: 


and if to the Holder hereof, to the Custodian and Paying Agent on its behalf: 

Wells F~go Bank, National Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Client Services Manager 


Reference: RADC/CADC Venture 201 


E-Mail Addresses: 


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Purchase Money Note (Global 144A) 

13312145.3 
with copies to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

E-mail Address: DGearin@fdic.gov 

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 Issuer and the Holder, subject in all instances to the terms of the 

Guaranty Agreement. 

This Purchase Money Note and the rights and the duties of the Issuer and the Holder 

hereunder shall be governed by and construed in accordance with the law of the State of New 

York, excluding any conflict of laws rule or principle that might refer the governance or the 

construction of this Purchase Money Note to the law of another jurisdiction. 

(a) Each of the Issuer and the Holder (if such Holder is not the FDIC; any 

Holder that is not the FDIC, a "Non-FDIC Holder"), on behalf of 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 or any of its Affiliates 

commenced by any Holder (if such Holder is the FDIC; the Holder that is the FDIC, the "FDIC 

Holder") arising out of, relating to, or in connection with this Purchase Money Note or any 

Transaction Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum other than the court in which the FDIC Holder files the suit, 

action or proceeding without the consent ofthe FDIC Holder; 

(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 o Columbia; or 

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(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum. 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York for any suit, action or proceeding against it or any of its Affiliates commenced by the 

FDIC Holder arising out of, relating to, or in connection with this Purchase Money Note or any 

Transaction Document (other than the LLC Operating Agreement), and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of the FDIC Holder; 

(B) assert that venue is improper in the Supreme Court of the 

State ofNew York; or 

(C) assert that the Supreme Court of the State ofNew York is 

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by the Issuer, any 

Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating to, or in 

connection with this Purchase Money Note or any Transaction Document in only either the 

United States District Court for the Southern District of New York or the United States District 

Court for the District of Columbia, and waives any right to remove or transfer such suit, action or 

proceeding to any other court or dispute-resolution forum without the consent of the FDIC 

Holder, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the 

United States District Court for the Southern District ofNew York or the United States District 

Court for the District ofColumbia at the option ofthe FDIC Holder; 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 in only the Supreme Court of the State of New York, and waives 

any right to remove or transfer such suit, action or proceeding to any other court or disputeresolution forum without the consent ofthe FDIC Holder. 

(b) Each of the Issuer and any Non-FDIC Holder, on behalf of itself and its 

Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against 

it in any suit, action or proceeding falling within paragraph (a) above may be enforced in any 

court of competent jurisdiction. 

(c) Subject to the provisions of paragraph (d) below, each of the Issuer and 

the Holder, on behalf of itself and its Affiliates, 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 its address for notices set forth in this 

Purchase Money Note (with copies to such other Persons as specified herein); provided, 

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13312145.3 
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, other than as expressly provided in 

paragraph (a)(iii) and paragraph (a)(iv) above, or in any way limit the FDIC's right to remove, 

transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any 

forum. 

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY W AlVES 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. 

Interests in this Global Note may be exchanged for a beneficial interest in the 

corresponding Certificated Note, subject to the restrictions as set forth in the Custodial and 

Paying Agency Agreement. 

This Global Note is subject to mandatory exchange for the corresponding Certificated 

Note under the limited circumstances set forth in the Custodial and Paying Agency Agreement. 

Upon redemption, repayment, exchange of or increase in any interest represented by this 

Global Note, this Global Note shall be endorsed on Schedule A hereto to reflect the reduction of 

or increase in the principal amount evidenced hereby. 

Title to Purchase Money Note shall pass by registration in the Purchase Money Note 

Register kept by the Purchase Money Note Registrar, which initially shall be the Paying Agent. 

No service charge shall be made for registration of transfer or exchange of this Purchase 

Money Note, but the Paying Agent may require payment of a sum sufficient to cover any tax or 

other governmental charge payable in connection therewith. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

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IN WITNESS WHEREOF, the Is~uer has caused this instrument to be signed, manually 

or in facsimile, by the Initial Member as ofthe date first shown above. 

RADC/CADC VENTURE 2010-2, LLC 

By: 	 Federal Deposit Insurance Corporation, 

as Receiver for those failed financial institutions 

listed on Schedule I hereto; as Initial Member 

By: 

Name: 

Title: 	 Attorney-in-Fact 

[Signature Page to Purchase Money Note] 

S-I-1 


RADC/CADC Venture 2010-2 

Purchase Money Note (Global 144A) 

13312145.3 
SCHEDULE I 

RADC/CADC Combined Venture 2010-2 


List of Various Failed Financial Institutions 


Bank Name CID: State Fund Closin2 Date 

Security Bank ofBibb County (SRES) Macon GA 10085 

10205 

10120 

7/24/2009 

3/26/2010 

9/18/2009 

Desert Hills Bank Phoenix AZ 

Irwin Union Bank & Trust Company Columbus IN 

Irwin Union Bank F.S.B. Columbus IN 10121 

10125 

10131 

10158 

10162 

10164 

9/18/2009 

10/02/2009 

10/23/2009 

12/11/2009 

12/18/2009 

12/18/2009 

Warren Bank Warren MI 

Hillcrest Bank of Florida Naples FL 

Republic Federal Bank, N.A. Miami FL 

Citizens State Bank New Baltimore MI 

Rockbridge Commercial Bank Atlanta GA 

Barnes Banking Company Kaysville UT 10171 1115/2010 

Florida Community Bank Immokalee FL 10181 1129/2010 

Centennial Bank Ogden UT 10193 3/05/2010 

Citizens Bank & Trust Company ofChic'!go Chicago IL 10220 4/23/2010 

The Bank of Bonifay Bonifay FL 10234 

10246 

10155 

5/07/2010 

6/04/2010 

12/4/2009 

Arcola Homestead Savings Bank Arcola IL 

AmTrust Bank Cleveland OH 

Independent Bankers' Bank Springfield IL 10166 

10174 

12/18/2009 

Bank of Leeton Leeton MO 1/22/2010

CF BanCOIJl (Citizens First) Port Huron MI 10226 4/30/2010 

S-I-1 

RADC/CADC Venture 2010-2 

Purchase Money Note (Global l44A) 

13312145.3 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

The following exchanges, redemptions, repayments of or increase in the whole or a part ofthe 

Purchase Money Note represented by this Global Note have been made: 

Remaining principal 

Part of principal amount of amount of this Global 

Date exchange/ Original principal this Global Note Note following such Notation made by 

redemption/repayment/ amount of this exchanged/redeemed/ exchange/redemption/ or on behalf of the 

increase made Global Note repaid/increased repayment/increase Issuer 

A-1 

RADC/CADC Venture 20 I 0-2 

Purchase Money Note (Global 144A) 

13312145.3