South CRE Venture 2010-2 

REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT 

BYANDAMONG 

SOUTH CRE VENTURE 2010-2, LLC, 

EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO, 

FEDERAL DEPOSIT INSURANCE CORPORATION, 


IN ITS CORPORATE CAPACITY AS PURCHASE MONEY NOTES GUARANTOR, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


AS RECEIVER FOR VARIOUS FAILED FINANCIAL INSTITUTIONS LISTED ON 


SCHEDULE I HERETO, 


AS COLLATERAL AGENT, 


AND 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


AS RECEIVER FOR VARIOUS FAILED FINANCIAL INSTITUTIONS LISTED ON 


SCHEDULE I HERETO, 


AS INITIAL MEMBER 


Dated as of December 2, 2010 


South CRE Venture 2010-2 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
TABLE OF CONTENTS 


ARTICLE I Definitions ............................................................................................................... 2 


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


Section 1.2 Other Interpretive Provisions ............................................................... 6 


ARTICLE II Reimbursement ..................................................................................................... 6 


Section 2.1 Reimbursement .................................................................................... 6 


Section 2.2 Obligations Absolute ........................................................................... 7 


ARTICLE III Security Interest .................................................................................................. 7 


Section 3.1 
 Granting of Security Interest ................................................................ 7 


........................................... 9 


.............................................................. 11 


.......................................... 11 


.. ............................................. 11 


......................................................................... 11 


.............................................................................. 12 


Section 3.2 
 Asset Defaults; Acquisition of Collateral. 

Section 3.3 
 Continuing Security Interest 

Section 3.4 
 Destruction of Secured Parties Collateral 

Section 3.5 
 Releases of Secured Parties Collateral

Section 3.6 
 Financing Statements 

Section 3.7 
 Power of Attorney 

ARTICLE IV Events of Default ............................................................................................... 12 


Section 4.1 Events of Default ............................................................................... 12 


ARTICLE V Remedies .............................................................................................................. 14 


Section 5.1 
 Remedies............................................................................................ 14 


..................................................................... 17 


..................................................... 17 


................................................................... 18 


.......................................................... 18 


............................................ 19 


Section 5.2 
 Application of Proceeds 

Section 5.3 
 Sale of Secured Parties Collateral. 

Section 5.4 
 No Impairment of Action 

Section 5.5 
 Remedies Cumulative; Waiver 

Section 5.6 
 Waiver of Certain Rights and Remedies 

ARTICLE VI Guaranty ............................................................................................................ 19 


Section 6.1 
 Guaranty............................................................................................. 19 


......................................................................... 20 


.................................................................................. 20 


............. 20 


.. ............................................. 21 


..................................................................................... 21 


............................................................................................ 22 


Section 6.2 
 Right of Contribution 

Section 6.3 
 No Subrogation 

Section 6.4 
 Amendments, etc. with Respect to the Secured Obligations 

Section 6.5 
 Guaranty Absolute and Unconditional

Section 6.6 
 Reinstatement 

Section 6.7 
 Payments 

South CRE Venture 2010-2 


Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
Section 6.8 Information ........................................................................................ 22 


ARTICLE VII Representations And Warranties ................................................................... 22 


Section 7.1 Representations and Warranties ......................................................... 22 


ARTICLE VIII Covenants ........................................................................................................ 23 


Section 8.1 
 Debtor Accounts ................................................................................ 23 


.................................................................. 24 


...................................................... : ......... 24 


.................................................................... 24 


........................................................................ 25 


.............................................................................................. 25 


............................................................................ 25 


.......................... 25 


Section 8.2 
 Grantor Status; Licensing 

Section 8.3 
 LLC Operating Agreement 

Section 8.4 
 Custodian/Paying Agent 

Section 8.5 
 Compliance with Law 

Section 8.6 
 Servicer 

Section 8.7 
 Certain Restrictions 

Section 8.8 
 Change in Jurisdiction, Name, Location or Identity 

Section 8.10 
 Protection of Secured Parties Collateral; Further Assurances ........... 26 


................................................................. 26 


........................................................................... 27 


................................................................ 27 


......................... 27 


............................................................................................ 31 


.......................................................... 32 


Section 8.11 
 Guaranties and Mortgages 

Section 8.12 
 Additional Grantors 

Section 8.13 
 Transaction with Affiliates 

Section 8.14 
 Books and Records; Reports; Certifications; Audits 

Section 8.15 
 Insurance 

Section 8.16 
 Recovery of Expenses; Interest 

Section 8.17 


Section 8.18 
 Administration of Acquired REO Properties ..................................... 32 


.............. 32 


............................................. 33 


Section 8.19 
 Payment of Purchase Money Notes Issuance/Guaranty Fee 

Section 8.20 
 Purchase Money Notes Reissuance Fee 

Payment of Principal on Purchase Money Notes; 


Reimbursement of Collateral Agent .................................................. 25 


Debtor's Duty To Advise Collateral Agent and Purchase 


Section 8.9 


Money Notes Guarantor; Delivery of Certain Notices ...................... 32 


ARTICLE IX Required Consent; Limits Liability ................................................................. 33 


Section 9.1 Required Consents; Limits Liability .................................................. 33 


Section 9.2 Limitation of Liability........................................................................ 34 


ARTICLE X Release of Secured Parties Collateral ............................................................... 35 


Section 10.1 Release of Secured Parties Collateral ................................................ 35 


ARTICLE XI Liquidation of Assets......................................................................................... 36 


Section 11.1 Rights to Liquidate Assets and Secured Parties Collateral ................ 36 


South CRE Venture 2010-2 
 11 


Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
Section 11.2 	 Exercise of Rights to Liquidate Assets and Secured Parties 


Collateral ............................................................................................ 36 


ARTICLE XII Collateral Agent ............................................................................................... 37 


Section 12.1 
 Appointment and Authorization of Collateral Agent.. ....................... 3 7 


.......................................................................... 3 7 


.. ............................................................ 37 


.. ........................................................... 38 


.. ............................................................ 38 


................................................................ 38 


Section 12.2 
 Delegation of Duties 

Section 12.3 
 Liability of Collateral Agent

Section 12.4 
 Reliance by Collateral Agent

Section 12.5 
 Liability of Collateral Agent

Section 12.6 
 Successor Collateral Agent 

ARTICLE XIII Miscellaneous .................................................................................................. 39 


Section 13.1 
 Attorney-in-Fact................................................................................. 39 


......................................................................................... 39 


.............................................................. 39 


........................................................ 40 


.................................................................................. 40 


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................................................................................... 46 


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.......................................................... 46 


Section 13.2 
 No Petition 

Section 13.3 
 Reimbursement of Expenses 

Section 13.4 
 Termination of Security Interest 

Section 13.5 
 Indemnification 

Section 13.6 
 Governing Law 

Section 13.7 
 Jurisdiction, Venue and Service 

Section 13.8 
 Waiver of Jury 

Section 13.9 
 Notices 

Section 13.10 
 Assignment 

Section 13.11 
 Entire Agreement 

Section 13.12 
 Amendments and Waivers 

Section 13.13 
 Confidentiality 

Section 13.14 
 Reinstatement. 

Section 13.15 
 Interpretation; No Presumption 

Section 13.16 
 Severability ........................................................................................ 46 


.............................................................................................. 4 7 


............................................................. 47 


................................................... 47 


Section 13.17 
 Survival 

Section 13.18 
 No Third Party Beneficiaries 

Section 13.19 
 Counterparts; Facsimile Signatures 

Schedule I List ofVarious Failed Financial Institutions 

Schedule 2 Asset Schedule 

Exhibit A Joinder Agreement 

Exhibit B Form of REO Checklist 

SouthCRE Venture2010-2 iii 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT 

THIS REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT, effective 

as ofthe 2nd day of December, 2010 (this "Agreement"), is entered into by and among SOUTH 

CRE VENTURE 2010-2, LLC, a Delaware limited liability company ("Debtor"), each of the 

other entities that becomes a party hereto pursuant to Section 8.12 (collectively, the "Subsidiary 

Grantors," and each individually, a "Subsidiary Grantor"; the Subsidiary Grantors together 

with Debtor, collectively, the "Grantors," and each individually, a "Grantor"), FEDERAL 

DEPOSIT INSURANCE CORPORATION (acting in any capacity, the "FDIC"), acting in its 

corporate capacity ("Purchase Money Notes Guarantor"), the FDIC, as Receiver for various 

failed financial institutions listed on Schedule I hereto (in such capacity, the "Receiver"), as 

Collateral Agent for the Secured Parties (in such capacity, together with any successor collateral 

agent, the "Collateral Agent"), and, solely for purposes of Sections 4.1(e), 4.10), 5.1(a)(vi)­

(ix), 5.1(b), 5.1(c), 5.5, 1 Ll, 11.2 and 13.6- 13.19, the FDIC, as Receiver, as Initial Member 

under the LLC Operating Agreement referred to below (in such capacity, the "Initial Member"). 

Capitalized terms used in this Agreement shall have the meanings assigned to them in, or by 

reference in, that certain South CRE 2010-2 Structured Transaction-Agreement of Common 

Definitions, dated as of the Closing Date, among the Initial Member, the Debtor and others. 

WHEREAS, pursuant to that certain Contribution Agreement, the Receiver has 

transferred all of its right, title and interest in and to the Assets (as such term is defined below), 

including equity interests in the Ownership Entities and certain Acquired REO Property, to 

Debtor partly as a sale and partly as a capital contribution, and in consideration for the transfer of 

the Assets to the Debtor to the extent such transfer constitutes a sale, Debtor has issued to 

Receiver two Classes of Purchase Money Notes in the aggregate principal face amount of 

$9,482,533, inclusive ofthe Purchase Money Notes Issuance/Guaqmty Fee; 

WHEREAS, to provide support for the payment and performance of Debtor's obligations 

under the Purchase Money Notes, the Purchase Money Notes Guarantor and the Receiver have 

entered into that certain Guaranty Agreement, pursuant to which, upon exercise by the Initial 

Member, as holder of the Purchase Money Notes, and delivery of the Guaranty Notice by the 

Initial Member to the Purchase Money Notes Guarantor, the obligations with respect to such 

Purchase Money Notes shall automatically, and without further action, become subject to the 

Guaranty Agreement; 

WHEREAS, in connection with the foregoing, each Grantor has agreed to (a) provide the 

Collateral Agent, for the benefit of the Secured Parties, with the collateral identified in this 

Agreement and (b) guaranty payment of the Secured Obligations in order to induce the Purchase 

Money Notes Guarantor to enter into the Guaranty Agreement and to secure Debtor's obligation 

to reimburse the Purchase Money Notes Guarantor for any payments made by Purchase Money 

Notes Guarantor thereunder; 

NOW, THEREFORE, in consideration of the promises contained in this Agreement and 

for other good and valuable consideration, the receipt and adequacy of which are hereby 

acknowledged, each Grantor, the Purchase Money Notes Guarantor, the Collateral Agent and the 

Initial Member agree as follows: · 

South CRE Venture 2010-2 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
ARTICLE I 

Definitions 

Section 1.1 Definitions. 

(a) For purposes of this Agreement, including the prefatory paragraphs, 

certain terms used in this Agreement shall have the meaning and definitions set forth in the 

Agreement of Common Definitions (as such term is defined below). In addition, for purposes of 

this 

resp

Agreement, 

ectively set forth: 

the following terms shall have the meanings and definitions hereinafter 

Agreement. 

"Agreement" means this Reimbursement, Security and Guaranty 

"Allonge" has the meaning given in Section 3.1 of this Agreement. 

"Controlling Party" means the Purchase Money Notes Guarantor. 

Agreement. 

"Debtor" has the meaning given in the introductory paragraph to this 

"Debtor Accounts" means, collectively the Collection Account, the 

Distribution Account, the Defeasance Account and the Working Capital Reserve Account. 

"Default" means any event or condition that constitutes an Event of 

Default or that, with the giving of any notice, the passage of time, or both, would constitute an 

Event of Default. 

"Event of Default" means each of the "Events of Default" described in 

Section 4.1 of this Agreement. 

"Grantor" and "Grantors" have the meanings set forth m the 

introductory paragraph of this Agreement. 

"Guaranty" means, with respect to any particular indebtedness or other 

obligation, (i) any direct or indirect guaranty thereof by a Person other than the obligor with 

respect to such indebtedness or other obligation or any transaction or arrangement intended to 

have the effect of directly or indirectly guarantying such indebtedness or other obligation, 

including without limitation any agreement by a Person other than the obligor with respect to 

such indebtedness or other obligation (A) to pay or purchase such indebtedness or other 

obligation or to advance or supply funds for the payment or purchase of such indebtedness or 

other obligation, (B) to purchase, sell or lease (as lessee or lessor) property of, to purchase or sell 

services from or to, to supply funds to or in any other manner invest in, the obligor with respect 

to such indebtedness or other obligation (including any agreement to pay for property or services 

of the obligor irrespective of whether such property is received or such services are rendered), 

primarily for the purpose of enabling the obligor to make payment of such indebtedness or other 

obligation or to assure the holder or other obligee of such indebtedness or other obligation 

against loss, or (C) otherwise to assure the obligee of such indebtedness or other obligation 

South CRE Venture 2010-2 2 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
against loss with respect thereto, or (ii) any grant (or agreement in favor of the obligee of such 

indebtedness or other obligation to grant such obligee, under any circumstances) by a Person 

other than the obligor with respect to such indebtedness or other obligation of a security interest 

in, or other Lien on, any property or other interest of such Person, whether or not such other 

Person has not assumed or become liable for the payment of such indebtedness or other 

obligation. 

"Indebtedness" means, as applied to any Person, without duplication, (i) 

all indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the 

deferred purchase price of property or services (excluding trade payables arising in the ordinary 

course of business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or 

other similar instruments, (iv) all indebtedness created or arising under any conditional sale or 

other title retention agreement with respect to property acquired by such Person (even though the 

rights and remedies of the seller or lender under such agreement in the event of default are 

limited to repossession or sale of such property), (v) all obligations of such Person as lessee 

under leases that have been or should be, in accordance with GAAP, recorded as capitalized 

leases, or (vi) all indebtedness or obligations of others of the kinds referred to in clauses (i) 

through (v) above in respect of which such Person has entered into or issued any Guaranty. 

"Indemnified Losses" has the meaning given in Section 13.5(a) of this 

Agreement. 

"Indemnified Parties" has the meaning given in Section 13.5(a) of this 

Agreement. 

"Intellectual Property" means all United States or foreign intellectual 

and similar property of every kind and nature, including, without limitation, inventions, designs, 

patents, copyrights, trademarks, trade secrets, confidential or proprietary and technical and 

business information, know-how, show-how or other data or information, software and databases 

and all embodiments or fixations thereof and related documentation, registrations and franchises, 

and any license of any of the foregoing, and all additions, improvements and accessions to, and 

books and records describing or used in connection with, any of the foregoing and all rights to 

sue at Law or in equity for any infringement or other violation thereof, including the right to 

receive all proceeds and damages therefrom. 

"NY UCC" means the Uniform Commercial Code as in effect on the date 

hereof in the State ofNew York, as amended from time to time, and any successor statute. 

"Perfection Requirement" has the meaning given in Section 7.l(e) of 

this Agreement. 

"Proceedings" means any suit in equity, action at Law or other judicial or 

administrative proceeding. 

"Purchase Money Notes Issuance/Guaranty Fee" has the meaning given 

in Section 8.19 of this Agreement. 

South CRE Venture 2010-2 3 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
"Purchase Money Notes Reissuance Fee" has the meaning given in 

Section 8.20 of this Agreement. 

"Purchase Money Notes Trigger Event" means an event that shall be 

deemed to have occurred if, as of any time during the periods set forth below, (a) the total 

amount then on deposit in the Defeasance Account (without giving effect to any net losses 

thereon arising from the investment of such amounts in accordance with the Custodial and 

Paying Agency Agreement), plus the sum of the aggregate amount from the Defeasance Account 

previously paid by the Debtor (excluding any payments made under the Guaranty Agreement) to 

all Noteholders to repay any Purchase Money Notes and the aggregate amount previously paid to 

the Purchase Money Notes Guarantor to reimburse the Purchase Money Notes Guarantor for 

payments it has made under the Guaranty Agreement, divided by (b) the original aggregate 

principal amount of the Purchase Money Notes, as of the Closing Date is less than: 

Fourth (4th) anniversary of the Closing Date (or any time 


thereafter before the fifth (5th) anniversary of the Closing Date): 50% 


Fifth (5th) anniversary of the Closing Date (or any time 


thereafter before the sixth (6th) anniversary of the Closing Date): 67% 


Sixth (6th) anniversary ofthe Closing Date (or any time 


thereafter before the seventh (ih) anniversary ofthe Closing Date): 83% 


Seventh (ih) anniversary of the Closing Date. 100% 

"Related Entities" has the meaning given in Section 13.5(a) of this 

Agreement. 

"REO Collateral Documents" means, with respect to each Acquired 

REO Property, to the extent applicable, the following, (i) the REO Mortgage and (ii) a deed in 

lieu of foreclosure, a subordination agreement to subordinate the Lien of the Asset in favor of the 

Debtor to the Lien in favor of the Collateral Agent for the benefit of the Secured Parties, 

opinions of counsel, lender's policies of title insurance (together with all endorsements thereto 

reasonably required by the Collateral Agent, including endorsements with respect to future 

advances), amendments to the Transaction Documents deemed necessary or advisable by the 

Collateral Agent to reflect the particular nature and characteristics of the Acquired REO Property 

in question and the requirements of local Law and such additional items as an institutional lender 

would customarily require in a construction or permanent, as applicable, loan transaction 

involving a property similar to such Acquired REO Property (all of the foregoing to be in form 

and substance satisfactory to the Collateral Agent). 

"REO Mortgage" means, with respect to each Acquired REO Property, a 

mortgage, deed of trust, trust deed or deed to secure debt securing the Secured Obligations in 

form suitable for recording in the appropriate public records and otherwise substantially in the 

form attached to the REO Checklist attached hereto as Exhibit B (which REO Mortgage may, if 

the Mortgage on the applicable Acquired REO Property has not been discharged and if the 

South CRE Venture 2010-2 4 

Reimbursement, Security and Guaranty Agreement 


EXECUTION VERSION 

Collateral Agent agrees, consist of such Mortgage, as assigned to the Collateral Agent and 

including such modifications thereto as the Collateral Agent may require). 

"Sale" has the meaning given in Section 5.3 of this Agreement. 

"Secured Obligations" means the Guaranteed Obligations and all 

obligations of the Grantors pursuant to this Agreement (including specifically the obligations 

pursuant to Sections 2.1 and 8.9). 

"Secured Parties" means, collectively, the Collateral Agent, each coagent or sub-agent appointed by the Collateral Agent from time to time pursuant to this 

Agreement and the Purchase Money Notes Guarantor. 

"Secured Parties Collateral" has the meaning given in Section 3.1 ofthis 

Agreement. 

"Secured Parties Collateral Documents" means, collectively, this 

Agreement, the Account Control Agreements, the REO Collateral Documents, the Custodial and 

Paying Agency Agreement and each of the other agreements, instruments or documents that 

creates or purports to create ~ Lien or guaranty in favor of the Collateral Agent for the benefit of 

the Secured Parties. 

"Site Assessment" has the meaning given m Section 3.2(b) of this 

Agreement. 

"Subsidiary. Grantor" and "Subsidiary Grantors" have the meanings 

given in the introductory paragraph to this Agreement . 

. "Successor Servicer" has the meaning given in Section 5.1 (a)( vi) of this 

Agreement. 

"Third Party Claims" has the meaning given in Section 13.5(a) of this 

Agreement. 

"Transfer" has the meaning given in Section 9.1 (a) ofthis Agreement. 

"Underlying Mortgage" has the meaning given in Section 9.l(a) of this 

Agreement. 

(b) UCC Terms. The following terms have the meanings given to them in the 

UCC and terms used herein without definition that are defined in the UCC have the meanings 

given to them in the UCC (such meanings to be equally applicable to both the singular and plural 

forms of the terms defined): "account", "chattel paper", "commercial tort claim", "deposit 

account", "equipment", "fixture", "general intangible", "goods", "instruments", "inventory", 

"investment property", "letter-of-credit right", "proceeds", "security" and "supporting 

obligation". 

South CRE Venture 2010-2 5 

Reimbursement, Security and Guaranty Agreement 


EXECUTION VERSION 

Section 1.2 Other Interpretive Provisions. With reference to this Agreement and each 

other Secured Parties Collateral Document, unless otherwise specified herein or in such other 

Secured Parties Collateral Document: 

(a) References to "Affiliates" include, with respect to any specified Person, 

only such other Persons which from time to time constitute "Affiliates" of such specified Person, 

and do not include, at any particular time, other Persons that may have been, but at such time 

have ceased to be, "Affiliates" of such specified Person, except to the extent that any such 

reference specifically provides otherwise. 

(b) The term "or" is not exclusive. 

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

replacement to such Law. 

(d) References to any document, instrument or agreement (including this 

Agreement) (a) shall be deemed to include all appendices, exhibits, schedules and other 

attachments thereto and all documents, instruments or agreements issued or executed in 

replacement thereof, and (b) shall mean such document, instrument or agreement, or replacement 

thereto, as amended, modified and supplemented from time to time in accordance with its terms 

and as the same is in effect at any given time. 

(e) Unless otherwise specified, the words "hereof," "herein" and "hereunder" 

and words of similar import shall refer to this Agreement as a whole and not to any particular 

provision of this Agreement. 

(f) The words "include" and "including" and words of similar import are not 

limiting, and shall be construed to be followed by the words "without limitation," whether or not 

they are in fact followed by such words. 

(g) The word "during" when used with respect to a period of time shall be 

construed to mean commencing at the beginning of such period and continuing until the end of 

such period. 

(h) Unless the context otherwise requires, singular nouns and pronouns when 

used herein shall be deemed to include the plural and vice versa and impersonal pronouns shall 

be deemed to include the personal pronoun ofthe appropriate gender. 

ARTICLE II 


Reimbursement 


Section 2.1 Reimbursement. In accordance with and subject to Section 8.9, Debtor 

agrees to pay to the Purchase Money Notes Guarantor (a) on the Distribution Date following any 

payment by the Purchase Money Notes Guarantor with respect to the Guaranteed Obligations, 

the amount of such payment (provided, however, that any such payment by the Purchase Money 

Notes Guarantor occurring after the Determination Date immediately preceding such 

South CRE Venture 2010-2 6 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
Distribution Date shall be payable on the second Distribution Date following such payment); and 

(b) for any day on which a Purchase Money Notes Trigger Event is continuing, interest on an 

amount equal to the lesser of (i) the amount, if any, necessary to be added to the Defeasance 

Account (without giving effect to any net losses thereon arising from the investment of such 

amounts in accordance with the Custodial and Paying Agency Agreement) to cure the Purchase 

Money Notes Trigger Event and (ii) any amount remaining unpaid by Debtor under clause (i) of 

this Section 2.1 for each day unpaid, from the occurrence of a Purchase Money Notes Trigger 

Event until the earlier of (I) the day such Purchase Money Notes Trigger Event is cured and (II) 

the day all amounts owing to the Purchase Money Notes Guarantor under clause (i) of this 

Section 2.1 are reimbursed in full (both before and after judgment), payable in accordance with 

Section 5.1 of the Custodial and Paying Agency Agreement at a rate per annum equal to the 

Reimbursement Interest Rate. All payments by the Debtor to the Purchase Money Notes 

Guarantor hereunder shall be made free and clear of set-off or counterclaim in lawful currency of 

the United States and in immediately available funds. 

Section 2.2 Obligations Absolute. The obligations of Debtor pursuant to this 

Agreement shall be absolute, unconditional and irrevocable, and shall be discharged strictly in 

accordance with the terms set forth herein, under all circumstances whatsoever, including, 

without limitation, the following circumstances: 

(a) any lack of validity or enforceability of this Agreement, any Purchase 

Money Note, the Guaranty Agreement, or any other agreement or instrument relating thereto; 

(b) any amendment or waiver of or any consent to departure from all or any of 

the provisions of this Agreement, any Purchase Money Notes or the Guaranty Agreement; 

(c) the existence of any claim, setoff, defense or other right that Debtor may 

have at any time against the Purchase Money Notes Guarantor, Receiver or any other Person, 

whether in connection with this Agreement, any Purchase Money Note, or any unrelated 

transaction; 

(d) payment by the Purchase Money Notes Guarantor pursuant to any 

Guaranty Agreement against demand of the Receiver that does not comply with the terms of the 

Guaranty Agreement; and 

(e) any other act or omission to act or delay of any kind by the Purchase 

Money Notes Guarantor or any other Person or any other event or circumstance whatsoever that 

might, but for the provisions of this Section, constitute a legal or equitable discharge of or 

defense to Debtor's obligations hereunder. 

ARTICLE III 


Security Interest 


Section 3.1 Granting of Security Interest. To secure Debtor's payment and 

performance of the Secured Obligations and each Subsidiary Grantor's guaranty of payment of 

the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages 

South CRE Venture 2010-2 7 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
and grants to the Secured Parties, subject to the terms of this Agreement and the Purchase Money 

Notes(and any substitute Purchase Money Notes that may be issued), a continuing security 

interest in, Lien on and right of setoff against all of its right, title and interest in and to all 

accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, 

fixtures, general intangibles, Intellectual Property, instruments, insurance, inventory, investment 

property, letter-of-credit rights, money (as defined in the UCC) and other personal property and 

any supporting obligations related thereto, in each case, whether now owned or hereafter 

acquired, regardless of whether such property is in the future subdivided into one or more groups 

to separately secure the Debtor's and each Subsidiary Grantor's obligations hereunder, including: 

(a) the Assets, including all future advances made with respect thereto; 

(b) the Asset Documents; 

(c) all amounts payable to such Grantor pursuant to the Asset Documents and 

all obligations owed to such Grantor in connection with the Assets and the Asset Documents; 

(d) all Collateral, including all Acquired Property; 

(e) all claims, suits, causes of action and any other right of such Grantor, 

whether known or unknown, against any Borrower, any Obligor or other obligor or any of their 

respective Affiliates, agents, representatives, contractors, advisors or any other Person arising 

under or in connection with the Assets or the Asset Documents or that is in any way based on or 

related to any of the foregoing, including contract claims, tort claims, malpractice claims, 

statutory claims and all other claims at Law or in equity arising under or in connection with the 

Asset Documents or the transactions related thereto or contemplated thereby; 

(f) all cash, securities and other property received or applied by or for the 

account of such Grantor under the Assets, including all distributions received through any 

redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of 

any Borrower, Obligor or other obligor under or with respect to the Assets, and any securities, 

interest, dividends or other property that may be distributed or collected with respect to any of 

the foregoing; 

(g) the Debtor Accounts and any other accounts established by Debtor 

pursuant to the Custodial and Paying Agency Agreement, and all amounts on deposit therein; 

provided, however, that the security interest in, Lien on and right of setoff against the 

Defeasance Account and all amounts on deposit therein shall only secure the payment and 

performance of the Guaranteed Obligations; 

(h) the equity interests in all Ownership Entities; 

(i) all of such Grantor's right, title and interest m and to all insurance 

policies; and 

South CRE Venture 2010-2 8 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
G) any and all distributions on, or proceeds or products of or with respect to, 

any of the foregoing, and the rights to receive such proceeds and products (all of the foregoing 

property described in this Section 3.1, the "Secured Parties Collateral"). 

This grant of a security interest in the Secured Parties Collateral is expressly intended to remain 

in full force and effect from the Closing Date until the Secured Obligations, as such may be 

modified in connection with the amendment of this Agreement, the Guaranty Agreement or any 

Transaction Document, and have been satisfied in full. 

All of the Notes and other Custodial Documents shall be held by the Custodian/Paying Agent as 

set forth in Section 8.4 (except and to the extent the same are permitted to be removed from the 

Custodian/Paying Agent's possession as provided in the Custodial and Paying Agency 

Agreement). The Collateral Agent shall retain possession of the Notes and other Custodial 

Documents with respect to the Assets until such time as the Debtor retains the Custodian/Paying 

Agent pursuant to the provisions of Section 8.4 and, at such time, shall cause the 

Custodian/Paying Agent to take possession of the Notes and other Custodial Documents with 

respect to the Assets on behalf of Collateral Agent. The Debtor shall deliver to the Collateral 

Agent within sixty (60) days after the Closing Date, (x) for each Asset, an allonge, endorsed in 

blank, and executed by Debtor (an "Allonge"), and (y) for each Asset, a Mortgage Assignment, 

in blank, and executed by Debtor. Such Allonges and Mortgage Assignments shall be held by 

the Custodian/Paying Agent with the Notes and other Custodial Documents. Reasonable and 

customary expenses paid to third parties actually incurred by the Debtor in preparing and 

delivering such Allonges and Mortgage Assignments shall constitute Pre-Approved Charges for 

purposes of the Custodial and Paying Agency Agreement. The Collateral Agent may use the 

Allonge to effect the endorsement of a Note or the Mortgage Assignment to effect the 

assignment of a mortgage to the Collateral Agent at any time if an Event of Default occurs and is 

continuing. Notwithstanding anything in this Agreement to the contrary, if the Debtor (acting by 

and through the Manager in accordance with the applicable provisions of the LLC Operating 

Agreement) elects to remove any MERS Registered Mortgage from the MERS System in 

accordance with the LLC Operating Agreement and the Contribution Agreement, then the 

Debtor must execute and deliver to the Collateral Agent or the Custodian/Paying Agent, as the 

case might be, the Allonge ard Mortgage Assignment described above in this Section 3.1 

promptly after the removal of such MERS Registered Mortgage from the MERS System and take 

such other action so as to cause such MERS Registered Mortgage and all Collateral relating to 

such MERS Registered Mortgage to be and remain subject to the first priority security granted 

pursuant to this Agreement. 

Section 3.2 Asset Defaults; Acquisition of Collateral. 

(a) Discretion of Debtor in Responding to Defaults of Borrower. Upon the 

occurrence of an event of default under any of the Asset Documents, but subject to the other 

terms and conditions of this Agreement, the Debtor shall cause to be determined the response to 

such default and course of action with respect to such default, including (i) the selection of 

attorneys to be used in connection with any action, whether judicial or otherwise, to protect the 

respective interests of the Debtor and the Collateral Agent in the applicable Asset and the 

Collateral, (ii) the declaration and recording of a notice of such default and the acceleration of 

the maturity of the Asset, (iii) the institution of proceedings to foreclose the Asset Documents 

SouthCREVenture2010-2 9 


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EXECUTION VERSION 

securing the Asset pursuant to the power of sale contained therein or through a judicial action, 

(iv) the institution of proceedings against any Obligor, (v) the acceptance of a deed in lieu of 

foreclosure, (vi) the purchase of the real property Collateral at a foreclosure sale or trustee's sale 

or the purchase of the personal property Collateral at a Uniform Commercial Code sale, and (vii) 

the institution or continuation of proceedings to obtain a deficiency judgment against such 

Borrower or any Obligor. 

(b) Acquisition of Collateral. Nothing in this Section 3.2 or anything else in 

this Agreement shall be deemed to affirmatively require any Grantor to cause to be acquired all 

or any portion of any Collateral with respect to which there exists any Environmental Hazard. 

Except as otherwise directed by the Debtor, the Debtor shall not permit the Servicer or any 

Subservicer to acquire or otherwise cause the Debtor or any Subsidiary or other entity in which 

the Debtor owns any interest to acquire all or any portion of any Collateral having any actual or 

threatened Environmental Hazard known to the Debtor by foreclosure, deed in lieu of 

foreclosure, power of sale or sale pursuant to the UCC or otherwise. Prior to acquisition of title 

to any Collateral (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale 

pursuant to the UCC, or otherwise), the Debtor shall cause to be commissioned with respect to 

such Collateral either (i) a transaction screen process consistent with ASTM Standard E 1528-06, 

by an environmental professional or (ii) such other site inspections and assessments by a Person 

who regularly conducts environmental audits using customary industry standards as would 

customarily be undertaken or obtained by a prudent lender in order to ascertain whether there are 

any actual or threatened Environmental Hazards (a "Site Assessment"), and the cost of such Site 

Assessment shall be reimbursable as if it were a Servicing Expense as long as the costs for such 

Site Assessment were not paid to any Affiliate of the Debtor, or any Affiliate of any Servicer or 

Subservicer. If title to any Collateral with respect to which there exists any Environmental 

Hazard is to be acquired by foreclosure, by deed in lieu of foreclosure, by power of sale or by 

sale pursuant to the UCC, or otherwise, title to such Collateral shall be taken and held in the 

name of an Ownership Entity, whether already in existence or formed by the Debtor for such 

purpose, provided that each Ownership Entity may only hold title to a single property 

constituting Collateral with respect to which there exists any Environmental Hazard. The 

purposes of the Ownership Entity shall be to hold the Acquired Property pending sale, to 

complete construction of such Acquired Property and to operate the Acquired Property as 

efficiently as possible in order to minimize financial loss to the Debtor and the Collateral Agent 

and to sell the Acquired Property as promptly as practicable in a way designed to minimize 

financial loss to the Debtor and the Collateral Agent, in each case, in conformity with any 

applicable Business Plan. 

(c) Acquired REO Property. If title to any Acquired REO Property is to be 

acquired by Debtor by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale 

pursuant to the UCC, or otherwise, title to such Acquired REO Property shall be taken and held 

in the name of one or more Ownership Entities, whether already in existence or formed by the 

Debtor for such purpose. The Debtor shall be the sole member of any Ownership Entity. The 

purposes of the Ownership Entity shall be to hold the Acquired REO Property pending sale, to 

complete construction of such Acquired REO Property, if applicable and solely in accordance 

with the provisions of the Transaction Documents and to operate the Acquired REO Property as 

efficiently as possible in order to minimize financial loss to the Debtor and the Collateral Agent 

South CRE Venture 2010-2 10 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
and to sell the Acquired REO Property as promptly as practicable in a way designed to minimize 

financial loss to the Debtor and the Collateral Agent, in each case, in conformity with any 

applicable Business Plan. 

Section 3.3 Continuing Security Interest. This Agreement shall create a continuing 

security interest in any and all of the Secured Parties Collateral and shall remain in full force and 

effect until the termination of the Guaranty Agreement in accordance with their respective terms 

and the satisfaction and discharge of all Secured Obligations in full. It is the intent of each 

Grantor and the Collateral Agent to create a continuing, perfected first priority security interest 

in the Secured Parties Collateral for the benefit of the Secured Parties. The release of the 

security interest in any or all of the Secured Parties Collateral, the taking or acceptance of 

additional security, or the resort by the Collateral Agent to any security it may have in any order 

it may deem appropriate, shall not affect the liability of any Person on the Secured Obligations 

secured hereby or the security interest and Lien granted hereby (other than in respect of the 

released Secured Parties Collateral). 

Section 3.4 Destruction of Secured Parties Collateral. No injury to, or loss or 

destruction of, the Secured Parties Collateral or any part thereof shall relieve any Grantor of any 

of its obligations hereunder or any of the Secured Obligations. 

Section 3.5 Releases of Secured Parties Collateral. Each Grantor is authorized to 

cause the release or assignment of any Lien granted to or held by such Grantor on any Secured 

Parties Collateral, solely to the extent necessary, (a) upon a final, nonappealable order of a court 

of competent jurisdiction permitting or directing disposition thereof, (b) upon payment of any 

Asset in full and satisfaction in full of all of the secured obligations with respect to an Asset or 

upon receipt of a discounted payoff as payment in full of an Asset, (c) as is necessary in 

connection with the foreclosure on a Mortgaged Property, acceptance of a deed in lieu thereof or 

modification or restructuring of the terms thereof, (d) in connection with such Grantor's sale of 

an Asset or any Collateral or (e) in the case of condominium units, individual land parcels and 

similar portions of the Collateral, as are permitted in, and to the extent required by, the 

applicable Asset Documents; provided, however, that any such transaction is consistent with the 

Business Plan and the proceeds of such sale or disposition are applied in accordance with the 

Priority ofPayments set forth in Section 5.1 ofthe Custodial and Paying Agency Agreement and 

the other terms thereof. 

Section 3.6 Financing Statements. Each Grantor hereby irrevocably authorizes, and 

ratifies and retroactively authorizes any filing made on or prior to the Closing Date, the filing, at 

any time and from time to time, of any financing statements or continuation statements, and 

amendments to such financing statements or any similar document in such jurisdictions and with 

such filing offices as the Collateral Agent may determine are necessary or advisable to perfect 

the security interest granted to it hereunder. Such financing statements may indicate the Secured 

Parties Collateral as all assets of such Grantor or words of similar effect as being of any equal or 

lesser scope or with greater detail or in any other manner as the Collateral Agent may determine 

is necessary, advisable or prudent to ensure the perfection of the security interest in the Secured 

Parties Collateral granted to Collateral Agent herein pursuant to the terms hereof. 

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EXECUTION VERSION 
Section 3.7 Power of Attorney. Each Grantor hereby irrevocably appoints the 

Collateral Agent its lawful attorney-in-fact, with full authority in the place and stead of such 

Grantor and in the name of such Grantor, the Collateral Agent or otherwise, and with full power 

of substitution in the premises (which power of attorney, being coupled with an interest, is 

irrevocable for so long as this Agreement shall be in effect), from time to time in the Collateral 

Agent's discretion, following a failure by Debtor to satisfy promptly its obligations pursuant to 

Section 3.1, Section 3 .2, Section 4.10 or Section 4.11 of the Contribution Agreement as it relates 

to the preparing, furnishing, executing and/or recording of all relevant Transfer Documents and 

other documents as might be reasonably necessary to satisfy the transfer and recording 

obligations of the Debtor pursuant to Section 3.1, Section 3.2, Section 4.10 or Section 4.11, to 

execute, furnish and record all relevant Transfer Documents and other documents as might be 

reasonably necessary to satisfy such transfer and recording obligations of the Debtor. 

ARTICLE IV 

Events of Default 

Section 4.1 Events of Default. Any one of the following events (whatever the 

reason for such Event of Default and whether it shall be voluntary or involuntary or be effected 

by operation of Law or pursuant to any judgment, decree or order of any court or any order, rule 

or regulation of any administrative or governmental body) shall constitute an "Event of Default" 

hereunder: 

(a) the receipt by the Debtor or Private Owner or Manager, as 

applicable, from the Initial Member of notice of the occurrence and continuance beyond any 

applicable cure periods of an "Event of Default" (pursuant to and as set forth in the LLC 

Operating Agreement); or 

(b) the occurrence of any Insolvency Event (without any cure period 

other than as may be provided for in the definition of Insolvency Event) (i) with respect to 

(A) the Debtor or (B) the Private Owner; or (ii) with respect to any Servicer (or any 

Subservicer); provided, that such Insolvency Event under this clause (ii) (that is not otherwise an 

Insolvency Event under clause (i) above) shall not be an Event of Default pursuant to this 

Agreement (but shall in all events be a default under the applicable Servicing Agreement or 

Subservicing Agreement) so long as the Manager shall have fully replaced (or caused the 

replacement of) such affected Servicer or Subservicer within thirty (30) days after the occurrence 

of such Insolvency Event; or 

(c) the occurrence of any Dissolution Event with respect to the Private 

Owner; or 

(d) any failure of the Debtor to pay any Servicing Expense when due, 

which failure continues unremedied for a period of thirty (30) days or more after the date on 

which written notice of such failure requiring the same to be remedied shall have been given to 

Debtor; or 

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EXECUTION VERSION 
(e) the failure of Debtor or the Manager to comply in any material 

respect with the provisions of the LLC Operating Agreement, which continues unremedied for a 

period of thirty (30) days or more after the date on which written notice of such failure requiring 

the same to be remedied shall have been given to the Debtor or the Manager (in any capacity); or 

(f) the occurrence of either (i) a failure by the Servicer to perform in 

any material respect its obligations pursuant to the Servicing Agreement, which continues 

unremedied for a period of thirty (30) days after the date on which written notice of such failure 

requiring the same to be remedied shall have been given by the Initial Member or the Manager to 

the Servicer or by the Purchase Money Notes Guarantor or the Collateral Agent to the Debtor, or 

(ii) a failure by the Manager (in its individual capacity) to replace the Servicer upon the 

occurrence of either an Event of Default pursuant to this Agreement as a result of the Servicer' s 

acts or omissions or a material breach of or event of default pursuant to the Servicing Agreement 

by the Servicer, in either case which continues unremedied for a period of thirty (30) days or 

more after the date on which written notice of such failure requiring the same to be remedied 

shall have been given to the Manager (in any capacity); or 

(g) the failure of the Manager (in any capacity) to comply in any 

material respect with its obligations pursuant to the Servicing Agreement or the Debtor to 

comply in any material respect with its obligations pursuant to the Custodial and Paying Agency 

Agreement (including any failure to pay fees or expenses due thereunder) which, in either case, 

remains unremedied for a period of thirty (30) days or more after the date on which written 

notice of such failure requiring the same to be remedied shall have been given to the Manager (in 

any capacity) or the Debtor, as applicable; or 

(h) there shall be a change in ownership, of the Manager or the Private 

Owner, there shall occur a Change of Control with respect to the Manager or the Private Owner, 

or the Manager or the Private Owner sells or pledges (or engages in any transaction with a 

similar effect) any direct or indirect interest in the Private Owner or the Manager, as the case 

may be, in each of the foregoing cases without the consent of the Required Consentip.g Parties; 

or 

(i) the failure of the Manager or the Private Owner. to remit or cause 

to be remitted all Asset Proceeds to the Custodian/Paying Agent as and when required; or 

(j) the failure at any time of the Private Owner to maintain in the 

Private Owner Pledged Account an amount equal to or exceeding the Private Owner Pledged 

Amount or, if applicable, any failure of the bank issuing the Qualifying Letter of Credit to 

comply with its terms; or 

(k) any material breach of a representation or warranty made by the 

Debtor in this Agreement, which remains unremedied for a period of thirty (30) days or more 

after the date on which written notice of such breach requiring the same to be remedied shall 

have been given to the Debtor; or 

South CRE Venture 2010-2 13 

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EXECUTION VERSION 
(l) the failure of the Debtor or the Manager to cause the liquidation of 

the Assets in accordance with Section 11.2 upon the exercise of the rights of Initial Member and 

the Purchase Money Notes Guarantor in Section 11.1; or 

(m) any failure by the Debtor or the Private Owner to pay or to cause 

the payment of any fees and expenses of the Custodian/Paying Agent when due, which failure 

continues unremedied for a period of thirty (30) days or more after the date on which written 

notice of such failure requiring the same to be remedied shall have been given to the Debtor or 

the Private Owner, as applicable; or 

(n) any failure by the Debtor to cause any Discretionary Funding 

Advances to be repaid in full to the extent Asset Proceeds from the applicable Asset are available 

for such repayment; or 

(o) the occurrence of a Purchase Money Notes Trigger Event unless 

such Purchase Money Notes Trigger Event is cured within ten (1 0) Business Days; or 

(p) any other failure (other than those specified in any of subsections 

(a) through (o) above) on the part of the Debtor duly to observe or perform in any material 

respect any other covenants or agreements on the part of the Debtor contained in this Agreement 

(including any obligations imposed upon any Servicer or Subservicer but excluding any failure 

to pay any amount payable pursuant to Section 2.1 ), which continues unremedied for a period of 

thirty (30) days or more after the date on which written notice of such failure requiring the same 

to be remedied shall have been given to the Debtor; provided, however, that in the case of a 

failure that cannot be cured within thirty (30) days, the cure period shall be extended for an 

additional thirty (30) days if the Debtor can demonstrate to the reasonable satisfaction of the 

Purchase Money Notes Guarantor that the Debtor is diligently pursuing remedial action. 

ARTICLE V 


Remedies 


Section 5.1 Remedies. 

(a) If an Event of Default shall have occurred and be continuing: 

(i) The Purchase Money Notes Guarantor shall, upon the occurrence 

of such Event of Default, notify the Custodian/Paying Agent thereof, and Purchase Money Notes 

Guarantor may in its sole discretion cause the Noteholders to declare the applicable Class of 

Purchase Money Notes to be immediately due and payable, by a notice in writing to the Debtor 

and the Custodian/Paying Agent, and upon any such declaration the unpaid principal amount of 

such Class of Purchase Money Notes, together with all other accrued and unpaid amounts in 

respect thereof through the date of acceleration, shall become immediately due and payable; 

provided, however, that with respect to an Event of Default under Section 4.1(b )(i)(A), the 

unpaid principal amount of, and such amounts in respect of, each Purchase Money Note shall 

automatically become immediately due and payable; 

South CRE Venture 2010-2 14 

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EXECUTION VERSION 
(ii) The Purchase Money Notes Guarantor may institute Proceedings 

for the collection of all amounts then payable by the Debtor pursuant to Section 2.1 of this 

Agreement and the Collateral Agent may institute Proceedings for the collection of all other 

amounts then payable by the Debtor pursuant to this Agreement, whether by declaration or 

otherwise, enforce any judgment obtained, and collect from the Debtor moneys adjudged due; 

(iii) The Collateral Agent may institute Proceedings from time to time 

for the complete or partial foreclosure of the Secured Parties Collateral or Collateral pursuant to 

any other Secured Parties Collateral Document; 

(iv) The Collateral Agent may exercise any rights or remedies, upon 

the occurrence of an Event of Default pursuant to this Agreement and/or any one or more of the 

other Secured Parties Collateral Documents and/or any rights or remedies of a secured party 

under the NY UCC and take any other appropriate action to protect and enforce the rights and 

remedies of the Collateral Agent; 

(v) The Collateral Agent may sell the Secured Parties Collateral or any 

portion thereof or rights or interest therein; 

(vi) If an "Event of Default" pursuant to and as defined in the LLC 

Operating Agreement has occurred, the Controlling Party may direct the Initial Member to 

exercise its right, and the Initial Member shall exercise such right, pursuant to the LLC 

Operating Agreement to terminate the Servicer (and any Subservicers) and cause the Manager to 

enter into a new Servicing Agreement with a servicer (a "Successor Servicer") selected by the 

Initial Member (in its sole and absolute discretion); 

(vii) If an "Event of Default" pursuant to and as defined in the LLC 

Operating Agreement has occurred, the Controlling Party may direct the Initial Member to 

exercise its right, and Initial Member shall exercise its right, pursuant to the LLC Operating 

Agreement to terminate the existing Manager and appoint a new Manager selected by the Initial 

Member (in its sole and absolute discretion); 

(viii) The Initial Member may institute Proceedings from time to time 

for the complete or partial foreclosure of any equity interests in the Debtor that have been 

pledged to Initial Member pursuant to the LLC Operating Agreement to secure the Debtor's 

obligations thereunder; 

(ix) If an "Event of Default" pursuant to and as defined in the LLC 

Operating Agreement has occurred, the Controlling Party may direct the Initial Member to 

exercise its right, and the Initial Member shall exercise its right, pursuant to the LLC Operating 

Agreement, to require the Private Owner to sell its equity interest of the Debtor to the Initial 

Member or its designee for fair market value in accordance with Section 3.14 of the LLC 

Operating Agreement; 

(x) The Collateral Agent may institute Proceedings for the collection 

of all amounts then payable by any Subsidiary Grantor pursuant to Article VI of this Agreement 

South CRE Venture 2010-2 15 

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EXECUTION VERSION 
for the enforcement of any judgment and for the collection from such Subsidiary Grantor of any 

monies adjudged due; 

(xi) If an "Event of Default" pursuant to and as defined in the LLC 

Operating Agreement has occurred, the Purchase Money Notes Guarantor may draw on the 

Qualifying Letter of Credit or exercise its rights to the Private Owner Pledged Account; 

(xii) The Collateral Agent may institute Proceedings for the collection 

of all amounts then payable pursuant to the Guaranty Agreement for the enforcement of any 

judgment and for the collection of any monies adjudged due pursuant to the Purchase Money 

Notes; 

(xiii) The Collateral Agent may institute Proceedings for the collection 

of all amounts then payable to the Noteholders for the enforcement of any judgment and for the 

collection of any monies adjudged due pursuant to any Purchase Money Note; and 

(xiv) Each of the rights and remedies of the Collateral Agent, the 

Purchase Money Notes Guarantor and the Initial Member pursuant to this Section 5.1(a) of this 

Agreement shall be in addition to, and not in limitation or exclusion of, any other rights and 

remedies that they might have (whether by operation of Law, in equity, pursuant to contract or 

otherwise) and without prejudice and in addition to any right to which they are at any time 

entitled under the Transaction Documents. 

Notwithstanding any provision in this Section 5.1 to the contrary, the Purchase Money Notes 

Guarantor shall have the right to exercise the rights and remedies of the Noteholders of the 

Purchase Money Notes so long as the Guaranty Agreement applies to any Purchase Money Notes 

or the reimbursement obligation to the Purchase Money Notes Guarantor on account of any 

Guaranty Payment. 

(b) Appointment of Successor Servicer. If the Initial Member exercises its 

right to appoint a Successor Servicer pursuant to Section 5.l(a)(vi), the costs and expenses 

associated with such Successor Servicer (including any servicing fees) shall be borne by the 

Manager (and not the Initial Member or the Debtor), and no termination or other fee shall be due 

to Manager or the Servicer or any Subservicer in connection with or as a result of any such 

action. All authority and power of the Manager to act with respect to the terminated Servicer 

shall pass to and be vested in tht( Initial Member pursuant to this Article V and, without 

limitation, the Initial Member is hereby authorized and empowered, as attorney-in-fact or 

otherwise, to execute and deliver, on behalf of and at the expense of the Manager, any and all 

documents and other instruments and to do or take any and all acts necessary or appropriate to 

effect the termination of the Servicer and the replacement of the Servicer with a Successor 

Servicer. 

(c) Cooperation to Facilitate Transfer. In any event, if a Servicer or 

Subservicer is terminated pursuant to the provisions of this Article V, Manager shall, and shall 

cause any Servicer (and any Subservicer) to, provide the Initial Member and the Purchase Money 

Notes Guarantor and any Successor Servicer in a timely manner with all documents, records and 

data (including electronic documents, records and data) requested by the Initial Member, the 

South CRE Venture 2010-2 16 

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EXECUTION VERSION 
Purchase Money Notes Guarantor or any Successor Servicer to enable it and any Successor 

Servicer to assume the responsibilities as servicer, and to cooperate with the Initial Member and 

the Purchase Money Notes Guarantor in effecting the termination of any Servicer (or 

Subservicer), including (i) the transfer within one (1) Business Day of all cash amounts that, at 

the time, shall be or should have been credited to the Collection Account or are thereafter 

received with respect to any Asset, (ii) the transfer of alllockbox accounts with respect to which 

payments or other amounts with respect to the Assets are directed or the redirection of all such 

payments and other amounts to such account as the Initial Member or the Purchase Money Notes 

Guarantor might specify, and (iii) the assignment to Collateral Agent of the right to access all 

such lockbox accounts, the Debtor Accounts and any other account into which Asset Proceeds or 

Borrower escrow or other payments are deposited or held; provided, however, that the 

documents, records and data delivered by the Servicer (and any Subservicer) to the Initial 

Member and the Purchase Money Notes Guarantor and any Successor Servicer pursuant to this 

Section 5.l(c) shall be limited to those documents in such Servicer's possession at the time of 

such transfer or which the Servicer acquires thereafter and shall not include or be deemed to 

include any documents, records or data in the possession of the Custodian/Paying Agent. The 

Manager shall be liable for all costs and expenses incurred by the Initial Member, the Purchase 

Money Notes Guarantor and the Collateral Agent (I) associated with the complete transfer ofthe 

servicing data, (II). associated with the completion, correctiqn or manipulation of servicing data 

as may be required to correct errors or insufficiencies in the servicing data to enable the 

Collateral Agent and any Successor Servicer (and Subservicers) to service the Assets properly 

and effectively, and (III) to retain and maintain the services of a Successor Servicer (and any 

Subservicers). Within a reasonable time after receipt of a written request of the Manager for the 

same, the Initial Member, the Purchase Money Notes Guarantor and the Collateral Agent shall 

provide reasonable documentation evidencing such costs and expenses. 

Section 5.2 Application of Proceeds. If the Collateral Agent collects any money or 

property pursuant to Section 5.1 of this Agreement, it shall pay out the money in the order set 

forth in Section 5.1 ofthe Custodial and Paying Agency Agreement, notwithstanding anything in 

any Purchase Money Note, the Guaranty Agreement, the Servicing Agreement or the 

Contribution Agreement to the contrary; provided, however, that if the Collateral Agent collects 

any money or property pursuant to Section 5.1 of this Agreement in respect of the Defeasance 

Account, it shall pay out the money pursuant to directions received from the Purchase Money 

Notes Guarantor. 

Section 5.3 Sale of Secured Parties Collateral. 

(a) The power to effect any sale or other disposition (a "Sale") of any portion 

of the Secured Parties Collateral shall not be exhausted by any one or more Sales as to any 

portion of the Secured Parties Collateral remaining unsold, but shall continue unimpaired until 

the entire Secured Parties Collateral shall have been sold or all Secured Obligations shall have 

been paid. The Collateral Agent from time to time may postpone any public Sale by public 

announcement made at the time and place of such Sale. The Collateral Agent hereby expressly 

waives its right to any amount fixed by Law as compensation for any Sale. 

South CRE Venture 2010-2 17 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
(b) In connection with a Sale of all or any portion of the Secured Parties 

Collateral: 

(i) The Collateral Agent may bid for and purchase the property 

offered for Sale, and upon compliance with the terms of Sale may hold, retain and possess and 

dispose of such property, without further accountability; 

(ii) The Collateral Agent may bid for and acquire the property offered 

for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the 

extent permitted by, applicable Law in connection therewith, may purchase all or any portion of 

the Secured Parties Collateral in a private Sale, and, in lieu of paying cash therefor, may make 

settlement for the purchase price by crediting the gross Sale price against the sum of (A) the 

amount which would be distributable to the Collateral Agent as a result of such Sale in 

accordance with Section 5.2 on the Distribution Date next succeeding the date of such Sale and 

(B) the expenses of the Sale and of any Proceedings in connection therewith which are 

reimbursable to it; 

(iii) The Collateral Agent shall execute and deliver an appropriate 

instrument of conveyance prepared by the Servicer transferring its interest in any portion of the 

Secured Parties Collateral in connection with a Sale thereof; 

(iv) The Collateral Agent is, pursuant to Section 13.1 of this 

Agreement, appointed the agent and attorney-in-fact of each Grantor to transfer and convey its 

interest in any portion of the Secured Parties Collateral in connection with a Sale thereof, and to 

take all action necessary to effect such Sale; and 

(v) No purchaser or transferee at such a Sale shall be bound to 

ascertain the Collateral Agent's authority, inquire into the satisfaction of any conditions 

precedent or see to the application of any monies. 

Section 5.4 No Impairment of Action. The Collateral Agent's right to seek and 

recover judgment pursuant to this Agreement shall not be affected by the seeking, obtaining or 

application of any other relief under or with respect to this Agreement. Neither the Lien of this 

Agreement nor any rights or remedies of the Collateral Agent shall be impaired by the recovery 

of any judgment by the Collateral Agent against any Grantor or by the levy of any execution 

under such judgment upon any portion of the Secured Parties Collateral or upon any of the assets 

of such Grantor. Any money or property collected by the Collateral Agent shall be applied in 

accordance with Section 5.2. 

Section 5.5 Remedies Cumulative; Waiver. The rights of each of the Collateral 

Agent, the Purchase Money Notes Guarantor and the Initial Member pursuant to this Agreement 

shall be in addition to, and not in limitation or exclusion of, any other rights and remedies that it 

may have (whether by operation of Law, in equity, under contract or otherwise) and without 

prejudice and in addition to any right of setoff, recoupment, combination of accounts, Lien or 

other right to which it is at any time entitled. Each of the Collateral Agent, the Purchase Money 

Notes Guarantor and the Initial Member may enforce any of its remedies pursuant to this 

Agreement successively or concurrently in its sole discretion. No delay or failure on the part of 

South CRE Venture 2010-2 18 

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EXECUTION VERSION 
the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member to exercise any 

right or remedy to which it may become entitled hereunder upon an Event of Default shall 

constitute abandonment or waiver of any such right and the Collateral Agent, the Purchase 

Money Notes Guarantor or the Initial Member shall be entitled to exercise such right or remedy 

at any time during the continuance of a Event of Default. 

Section 5.6 Waiver of Certain Rights and Remedies. To the extent permitted under 

applicable Law, each Grantor hereby waives all rights and remedies of a debtor or grantor under 

the NY UCC or other applicable Law, and all formalities prescribed by Law relative to the Sale 

or disposition of the Secured Parties Collateral (other than notice of Sale and any other 

formalities expressly provided in this Agreement), after the occurrence and during the 

continuation of an Event of Default and, except as otherwise set forth herein, all other rights and 

remedies of such Grantor with respect thereto. 

ARTICLE VI 


Guaranty 


Section 6.1 Guaranty. 

(a) Each Grantor hereby, jointly and severally, unconditionally and 

irrevocably, guaranties to the Collateral Agent, for the benefit of the Secured Parties and their 

respective successors, indorsees, transferees and assigns, the prompt and complete payment and 

performance by the Debtor when due (whether at the stated maturity, by acceleration or 

otherwise) of the Secured Obligations. 

(b) Anything in this Agreement or in any other Transaction Document to the 

contrary notwithstanding, the maximum liability of each Grantor hereunder and under the 

Transaction Documents shall in no event exceed the amount which can be validly guarantied by 

such Grantor, if any, under applicable federal and state Laws relating to the insolvency of 

debtors (after giving effect to the right of contribution established in Section 6.2 of this 

Agreement). 

(c) Each Grantor agrees that the Secured Obligations may at any time and 

from time to time exceed the amount of the liability of such Grantor hereunder without impairing 

the guaranty contained in this Section 6.1 or affecting the rights and remedies of the Secured 

Parties pursuant to this Agreement. 

(d) The guaranty contained in this Section 6.1 shall remain in full force and 

effect until the termination of this Agreement, notwithstanding that from time to time prior 

thereto Debtor may be free from any Secured Obligations. 

(e) No payment made by the Debtor, any Grantor, any other guarantor or any 

other Person or received or collected by the Secured Parties from the Debtor, any Grantor, any 

other guarantor or any other Person by virtue of any action or proceeding or any set-off or 

appropriation or application at any time or from time to time in reduction of or in payment of the 

Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability 

South CRE Venture 2010-2 19 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
of any Grantor pursuant to this Agreement, which shall remain, notwithstanding any such 

payment (other than any payment made by such Grantor in respect of the Secured Obligations or 

any payment received or collected from such Grantor in respect of the Secured Obligations), 

liable for the Secured Obligations up to the maximum liability of such Grantor pursuant to this 

Agreement until the termination ofthis Agreement. 

Section 6.2 Right of Contribution. Each Grantor hereby agrees that to the extent that a 

Grantor shall have paid more than its proportionate share of any payment made hereunder, such 

Grantor shall be entitled to seek and receive contribution from and against any other Grantor 

hereunder which has not paid its proportionate share of such payment. Each Grantor's right of 

contribution shall be subject to the terms and conditions of Section 6.3. The provisions of this 

Section 6.2 shall in no respect limit the obligations and liabilities of any Grantor to the Secured 

Parties and each Grantor shall remain liable to the Secured Parties for the full amount guarantied 

by such Grantor pursuant to this Agreement. 

Section 6.3 No Subrogation. Notwithstanding any payment made by any Grantor 

hereunder or any set-off or application of funds of any Grantor by the Secured Parties, no 

Grantor shall be entitled to be subrogated to any of the rights of the Secured Parties against 

Debtor or any other Grantor or any collateral security or guaranty or right of offset held by any 

Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be 

entitled to seek any contribution or reimbursement from the Debtor or any other Grantor in 

respect of payments made by such Grantor hereunder, until the termination of this Agreement 

and the indefeasible satisfaction in full in cash of the Secured Obligations. If any amount shall 

be paid to any Grantor on account of such subrogation, contribution or reimbursement rights at 

any time when all of the Secured Obligations shall not have been paid in full, such amount shall 

constitute Asset Proceeds and shall be held by such Grantor in trust for the Secured Parties, 

segregated from other funds of such Grantor, and shall, immediately upon receipt by such 

Grantor, be deposited into the Collection Account, to be applied in accordance with the Priority 

of Payments. 

Section 6.4 Amendments, etc. with Respect to the Secured Obligations. Each Grantor 

shall remain obligated pursuant to this Agreement notwithstanding that, without any reservation 

of rights against any Grantor and without notice to or further assent by any Grantor, any demand 

for payment of any of the Secured Obligations made by the Collateral Agent or the Purchase 

Money Notes Guarantor may be rescinded by such Person and any of the Secured Obligations 

continued, and the Secured Obligations, or the liability of any other Person upon or for any part 

thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, 

from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, 

compromised, waived, surrendered or released by the Collateral Agent or the Purchase Money 

Notes Guarantor, and the Guaranty Agreement, any Purchase Money Notes and the other 

Transaction Documents and any other documents executed and delivered in connection therewith 

may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral 

Agent or the Purchase Money Notes Guarantor may deem reasonably advisable from time to 

time, and any collateral security, guaranty or right of offset at any time held by the Collateral 

Agent for the payment of the Secured Obligations may be sold (in the case of any such collateral 

security), exchanged, waived, surrendered or released. The Collateral Agent shall not have any 

obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the 

South CRE Venture 2010-2 20 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
Secured Obligations or for the· guaranty contained in this Article VI or any property subject 

thereto. 

Section 6.5 Guaranty Absolute and Unconditional. Each Grantor waives any and all 

notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice 

of or proof of reliance by the Collateral Agent upon the guaranty contained in this Article VI or 

acceptance of the guaranty contained in this Article VI; the Secured Obligations, and any of 

them, shall conclusively be deemed to have been created, contracted ·or incurred, or renewed, 

extended, amended, modified or waived, in reliance upon the guaranty contained in this Article 

VI and the grant of the security interests pursuant to Section 3.1; and all dealings between the 

Debtor and any of the Grantors, on the one hand, and the Collateral Agent, on the other hand, 

likewise shall be conclusively presumed to have been had or consummated in reliance upon the 

guaranty contained in this Article VI and the grant of the security interests pursuant to Section 

3.1. Each Grantor waives diligence, presentment, protest, and demand for payment and notice of 

default or nonpayment to or upon Debtor or any of the Grantors with respect to the Secured 

Obligations. Each Grantor understands and agrees that the guaranty contained in this Article VI 

and the grant of the security interests pursuant to Section 3.1 shall be, and shall be construed to 

be, a continuing, absolute and unconditional guaranty of payment and performance without 

regard to (a) the validity or enforceability of the Guaranty Agreement, any Purchase Money 

Notes or any other Transaction Document, any of the Secured Obligations or any other collateral 

security therefor or guaranty or right of offset with respect thereto at any time or from time to 

time held by the Collateral Agent, for the benefit of the Secured Parties, (b) any defense, set-off 

or counterclaim (other than a defense of payment or performance) which may at any time be 

available to or be asserted by Debtor or any other Person against the Collateral Agent, or (c) any 

other circumstance whatsoever (with or without notice to or knowledge of Debtor or such 

Grantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of 

Debtor for the Secured Obligations, or of such Grantor under the guaranty contained in this 

Article VI and the grant of the security interests pursuant to Section 3.1, in bankruptcy or in any 

other instance. When making any demand hereunder or otherwise pursuing its rights and 

remedies hereunder against any Grantor, the Collateral Agent may, but shall be. under no 

obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may 

have against Debtor, any Gr"ntor or any other Person or against any collateral security or 

guaranty for the Secured Obligations or any right of offset with respect thereto, and any failure 

by the Collateral Agent to make any such demand, to pursue such other rights or remedies or to 

collect any payments from Debtor, any Grantor or any other Person or to realize upon any such 

collateral security or guaranty or to exercise any such right of offset, or any release Debtor, any 

Grantor or any other Person or any such collateral security, guaranty or right of offset, shall not 

relieve any Grantor of any obligation or liability hereunder, and shall not impair or affect the 

rights and remedies, whether express, implied or available as a matter of Law, of the Collateral 

Agent against any Grantor. For the purposes of this Agreement, "demand" shall include the 

commencement and continuance of any legal proceedings. 

Section 6.6 Reinstatement. The guaranty contained in this Article VI shall continue to 

be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of 

any of the Secured Obligations is rescinded or must otherwise. be restored or returned by the 

Collateral Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of 

South CRE Venture 2010-2 21 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
Debtor or any Grantor, or upon or as a result of the appointment of a receiver, intervenor or 

conservator of, or trustee or similar officer for, Debtor or any Grantor or any substantial part of 

its property, or otherwise, all as though such payments had not been made. 

Section 6. 7 Payments. Each Grantor hereby guaranties that payments pursuant to this 

Article VI will constitute Asset Proceeds and will be deposited into the Collection Account, to be 

applied in accordance with the Priority of Payments. 

Section 6.8 Information. Each Grantor assumes all responsibility for being and 

keeping itself reasonably informed of the Debtor's and each other Grantor's financial condition 

and assets, and of all other circumstances bearing upon the risk of nonpayment of the Secured 

Obligations and the nature, scope and extent of the risks that such Grantor assumes and incurs 

hereunder, and agrees that neither the Collateral Agent nor any other Secured Party will have any 

duty to advise such Grantor of information known to it or any of them regarding such 

circumstances or risks. 

ARTICLE VII 


Representations And Warranties 


Section 7.1· Representations and Warranties. Each Grantor hereby represents and 

warrants to the Purchase Money Notes Guarantor and the Collateral Agent as of the date hereof 

and at all times while the Secured Obligations remain unsatisfied and undischarged in full, that: 

(a) This Agreement has been duly executed by such Grantor and constitutes a 

legal, valid and binding obligation of such Grantor, enforceable against such Grantor in 

accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws 

and by general principles of equity; 

(b) There are no actions, suits, Proceedings, claims or disputes pending or, to 

the knowledge of the Manager or such Grantor, threatened in writing, at Law, in equity, in 

arbitration or before any Governmental Authority affecting such Grantor or any of its properties 

or revenues that may adversely affect the grant by such Grantor, or the perfection, of the security 

interest purported to be created hereby in the Secured Parties Collateral, or the exercise by the 

Collateral Agent or the Purchase Money Notes Guarantor of any of its rights or remedies 

hereunder; 

(c) The Grantors are and will be at all times the sole and exclusive owners of 

or otherwise have and will have rights in, the Secured Parties Collateral free and clear of any 

Lien other than Liens in favor of the Collateral Agent and other Liens expressly permitted 

pursuant to the Transaction Documents. No effective financing statement or other instrument 

similar in effect covering all or any part of the Secured Parties Collateral (except in favor of the 

Collateral Agent) is on file in any recording or filing office; 

(d) The transactions provided for in this Agreement (i) have been duly 

authorized by all requisite limited liability company action, and (ii) do not and will not (A) 

violate (1) any applicable provision of any Law or of the certificate of formation or operating 

South CRE Venture 2010-2 22 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
agreement of such Grantor, (2) any order of any Governmental Authority or arbitrator or (3) any 

material provision of any indenture or any agreement or other instrument to which such Grantor 

is a party or by which it or the Secured Parties Collateral is or may be bound, (B) be in conflict 

with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default 

pursuant to any such indenture or agreement or other instrument, (C) result in the creation or 

imposition of any security interest in or Lien upon the Secured Parties Collateral (other than the 

security interest and Lien created thereon pursuant to this Agreement) or (D) require the consent 

of any party for the granting of the security interest created hereby; 

(e) No authorization or approval or other action by, and no notice to or filing 

with, any Governmental Authority or other regulatory body, or any other Person, is required on 

the date hereof for (i) the due execution, delivery and performance by such Grantor of this 

Agreement, (ii) the grant by such Grantor of the security interest purported to be created hereby 

in the Secured Parties Collateral or (iii) the exercise by the Collateral Agent or the Purchase 

Money Notes Guarantor of any of its rights and remedies hereunder. No authorization or 

approval or other action by, and no notice to or filing with, any Governmental Authority or other 

regulatory body, or any other Person, is required for the perfection of the security interest 

purported to be created hereby in the Secured Parties Collateral, except for (A) the filing of a 

UCC-1 financing statement properly describing the Secured Parties Collateral and identifying 

such Grantor and Collateral Agent in the applicable jurisdiction required pursuant to the UCC, 

(B) execution and delivery of the Account Control Agreements pursuant to the UCC, (C) 

execution and delivery by the Custodian/Paying Agent of the Custodial and Paying Agency 

Agreement containing an acknowledgment by the Custodian/Paying Agent that it holds 

possession of the Custodial Documents for the Collateral Agent's benefit, and (D) the taking of 

any action required to maintain continuing perfection with respect to proceeds which cannot be 

perfected by the filing of financing statements under the UCC (subclauses (A), (B), (C) and (D), 

each a "Perfection Requirement" and collectively, the "Perfection Requirements"); and 

(f) This Agreement creates a legal, valid and enforceable security interest in 

favor of the Collateral Agent, for the benefit of the Secured Parties, in the Secured Parties 

Collateral, as security for the Secured Obligations. The compliance with the Perfection 

Requirements will result in the perfection of such security interests. After compliance with the 

Perfection Requirements, such security interests, including in the case of Secured Parties 

Collateral in which such Grantor obtains rights after the date hereof, will be perfected, first 

priority security interests. Such Perfection Requirements and all other action necessary or 

desirable to perfect and protect such security interest have been duly made or taken, except for 

the other filings and recordations and actions described in Section 7 .I (e) above. 

ARTICLE VIII 


Covenants 


Section 8.1 Debtor Accounts. The Debtor shall establish and maintain with the 

Custodian/Paying Agent the Debtor Accounts (excluding the Escrow Accounts, which shall be 

established and maintained by the Servicer). 

South CRE Venture 2010-2 23 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
Section 8.2 Grantor Status; Licensing. The Debtor shall, at all times, constitute a 

limited liability company organized under the Laws of the State of Delaware and a Single 

Purpose Entity. Each Subsidiary Grantor shall at all times be a Single Purpose Entity. As soon 

as reasonably practical after the Closing Date, Debtor (on its own behalf or, if applicable, on 

behalf of the Ownership Entities that hold Acquired REO Property) shall apply for and, 

thereafter, use its reasonable best efforts to obtain as quickly as possible, and maintain, all such 

licenses as are required to conduct its business, including qualifications to conduct business in 

jurisdictions other than Delaware and licenses to purchase, own or service the Assets and, if 

applicable, operate, manage, lease and dispose of Acquired REO Property, if the failure to so 

obtain such licenses would reasonably be expected to result in the imposition of fines, penalties 

or other liabilities on the Debtor, claims and defenses being asserted against the Debtor 

(including counterclaims and defense asserted by Borrowers), or materially adversely affect the 

Debtor or the Debtor's ability to foreclose on the Collateral securing or otherwise realize the full 

value of any Asset. 

Section 8.3 LLC Operating Agreement. The Debtor (a) shall at all times have in effect 

and be subject to the LLC Operating Agreement, (b) except as is otherwise expressly permitted 

therein, shall not amend or modify in any material respect the LLC Operating Agreement 

without the prior written approval of the Purchase Money Notes Guarantor, and (c) shall not 

enter into or allow itself to become subject to any other constituent documents inconsistent with 

any terms of the LLC Operating Agreement. 

Section 8.4 Custodian/Paying Agent. The Debtor shall retain the Custodian/Paying 

Agent and shall enter into and at all times be a party to a Custodial and Paying Agency 

Agreement with the Custodian/Paying Agent. The Custodian/Paying Agent at all times shall 

have custody and possession of the Notes and other Custodial Documents to the extent required 

pursuant to the Custodial and Paying Agency Agreement. At no time shall Debtor have more 

than one Custodian/Paying Agent. The fees and expenses paid to the Custodian/Paying Agent 

shall be no more than market rates and the Custodian/Paying Agent shall be terminable by the 

Controlling Party upon no more than thirty (30) days notice without cause thereunder. In the 

event that the Debtor (or any Servicer or Subservicer) removes any Notes or other Custodial 

Documents from the possession of the Custodian/Paying Agent (which shall be done only in 

accordance with the Custodial and Paying Agency Agreement), (a) any loss or destruction of or 

damage to such Notes or Custodial Documents shall be the liability of the Debtor (who, along 

with the Servicer and any Subservicer shall be responsible for safeguarding such Notes and 

Custodial Documents), and (b) such Notes shall be returned to the Custodian/Paying Agent 

within the time provided under the UCC to maintain the Collateral Agent's perfection thereof by 

possession. If any Notes or other Custodial Documents are removed in connection with the 

modification or restructuring of an Asset, the modified or restructured Notes and other Custodial 

Documents removed in connection therewith shall be returned to the Custodian/Paying Agent as 

soon as possible following the completion of the restructuring or modification (and, in any event, 

in accordance with clause (b) of the immediately preceding sentence). Debtor shall ensure that 

the Purchase Money Notes Guarantor receives a copy of each demand, notice or other 

communication given pursuant to the Custodial and Paying Agency Agreement at the time that 

such notice or other communication is given thereunder. 

South CRE Venture 2010-2 24 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
Section 8.5 Compliance with Law. Each Grantor shall,· at all times, comply with 

applicable Law in connection with.the performance of its obligations pursuant.to this Agreement. 

Section 8.6 Servicer. Debtor shall at all times cause the Servicing Obligations to be 

performed by a Servicer or a Subservicer, each of which shall be a Qualified Servicer. 

Section 8.7 Certain Restrictions. Debtor shall not: 

(a) at any time, without limiting its obligation to constitute a Single Purpose 

Entity, incur any Indebtedness (other than the Excess Working Capital Advances, Discretionary 

Funding Advances and Indebtedness evidenced by the Purchase Money Notes and pursuant to 

this Agreement); 

(b) dissolve or liquidate at any time prior to such time as the Debtor makes the 

Final Distribution and this Agreement is terminated; 

(c) (i) file a voluntary petition for bankruptcy, (ii) file a petition or answer 

seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or 

similar relief under any Law, (iii) make an assignment for the benefit of creditors, (iv) seek, 

consent or acquiesce in the. appointment of a trustee, receiver or liquidator or of all or any 

substantial part of its properties, (v) file an answer or other pleading admitting or failing to 

contest the material allegations of (A) a petition filed against it in any proceeding described in 

clause (i) through (iv), or (B) any order adjudging it a bankrupt or insolvent or for relief against 

it in any bankruptcy or insolvency proceeding, or (vi) allow itself to become unable to pay its 

obligations as they become due or allow the sum of its debts to be greater than all of its property, 

at a fair valuation; or 

(d) place or permit (voluntarily or involuntarily) any Lien to be placed on any 

of the Secured Parties Collateral (other than the security interest granted to Collateral Agent 

hereunder and Liens expressly permitted pursuant to the Transaction Documents), and shall not 

take any action to interfere with Collateral Agent's rights as a secured party with respect to the 

Secured Parties Collateral. 

Section 8.8 Change in Jurisdiction, Name, Location or Identity. Each Grantor agrees 

to provide the Collateral Agent with not less than ten (10) days' prior written notice of any 

change (a) in the jurisdiction in which it is organized, (b) in its company name, (c) in the location 

of its principal place of business, or (d) in its federal taxpayer identification number. Each 

Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all 

filings have been made under the UCC or otherwise that are required in order for the Collateral 

Agent to continue following such change to have a valid, legal and perfected first priority 

security interest in the Secured Parties Collateral to the extent a security interest therein may be 

perfected by filing pursuant to the UCC. 

Section 8.9 Payment· of Principal on Purchase Money Notes; Reimbursement of 

Collateral Agent. The Debtor will duly and punctually pay, or cause the Custodian/Paying Agent 

to pay, the principal of the Purchase Money Notes in accordance with the terms of the Purchase 

Money Notes, this Agreement and the Custodial and Paying Agency Agreement and from 

South CRE Venture 2010-2 25 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
moneys on deposit in the Defeasance Account. On each Distribution Date, Debtor will direct the 

Custodian/Paying Agent to distribute amounts on deposit in the Distribution Account to 

Collateral Agent in payment of any amounts owed by Debtor to Purchase Money Notes 

Guarantor or Collateral Agent pursuant to this Agreement, subject to the priority of payments set 

forth in Section 5.1 of the Custodial and Paying Agency Agreement and the other terms thereof. 

Section 8.10 Protection of Secured Parties Collateral; Further Assurances. From time 

to time, at its cost and expense, each Grantor promptly shall execute and deliver all further 

instruments and documents, and take all further action, that may be necessary, or that Collateral 

Agent may reasonably request, in order to perfect, to ensure the continued perfection of, and to 

protect the assignment and security interest granted or intended to be granted hereby or to enable 

Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any 

Secured Parties Collateral. 

Section 8.11 Guaranties and Mortgages. If any Ownership Entity acquires any 

Acquired REO Property, then, the Debtor shall comply with the requirements set forth in the 

South CRE Venture 201 0-2 Structured Transaction Checklist for Acquired Properties attached 

hereto as Exhibit B (the "REO Checklist") and within fifteen (15) Business Days after the (i) the 

foreclosure, conveyance in lieu of foreclosure or other event that resulted in such property 

becoming Acquired REO Property or (ii) for Company Acquired Property, the Closing Date, the 

Debtor promptly shall cause such Ownership Entity to execute and deliver to the Collateral 

Agent or its designee (in addition to the Joinder Agreement provided for in Section 8.12) an 

REO Mortgage substantially in the form attached as Tab 1 or Tab 2 to the REO Checklist, as 

applicable, and an Assignment of Leases and Rents substantially as Tab 3 to the REO Checklist, 

each with respect to such Acquired REO Property in favor of the Collateral Agent or its designee 

for the benefit of the Secured Parties (which REO Mortgage shall (a) secure all of the Secured 

Obligations (or, in jurisdictions with a mortgage recording Tax that would be payable on the full 

amount ofthe Secured Obligations, an amount equal to 105% of the Total Asset Valuation ofthe 

Asset to which such Acquired REO Property relates), or, (b) provide for a Release Price (or, in 

the case of Acquired REO Property consisting of condominiums or cooperative units or separate 

land parcels, release prices for individual units or parcels) based on the Business Plan or 

otherwise satisfactory to the Collateral Agent and (c) shall contain such other provisions (in 

addition to those included in the Asset Documents) as the Collateral Agent shall require in light 

of the particular nature or characteristics of such Acquired REO Property). Such REO Mortgage 

shall be accompanied by such related documentation and deliveries as the Collateral Agent 

reasonably may request, each in form and substance satisfactory to the Collateral Agent, 

including, without limitation, the REO Collateral Documents. Such REO Mortgage shall be duly 

recorded or filed in such manner and in such places as are required by applicable Law to 

establish, perfect, preserve and protect the Liens in favor of the Collateral Agent granted 

pursuant to such REO Mortgage, and all Taxes, fees and other charges payable in connection 

therewith shall be paid in full. The cost of preparing, negotiating and recording such REO 

Mortgage (including mortgage recording Taxes) and the costs associated with such additional 

documentation and deliverables shall be Servicing Expenses. The Collateral Agent hereby 

reserves its right to amend, modify, or otherwise change the form REO Mortgage and the 

Collateral Agent hereby reserves the right to approve any amendments, modifications or changes 

to the REO Mortgage proposed (in the Collateral Agent's sole and absolute discretion) prior to 

South CRE Venture 2010-2 26 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
the execution of such REO Mortgage delivered pursuant to this Section 8.11. Notwithstanding 

anything to the contrary contained in the foregoing, with respect to Acquired REO Property (I) 

acquired on the Closing Date, the Debtor shall deliver (and/or shall cause the applicable 

Ownership Entity to deliver) to the Collateral Agent or its designee the REO Collateral 

Documents and other items required to be delivered pursuant to this Section 8.11 within thirty 

(30) days after the Closing Date, or (II) acquired on any date after the Closing Date, the Debtor 

shall deliver (and/or shall cause the applicable Ownership Entity to deliver) to the Collateral 

Agent or its designee the REO Collateral Documents and other items required to be delivered 

pursuant to this Section 8.11 (x) within ten (1 0) days following the execution and delivery of 

such instrument or (y) within ten (10) days following receipt of such instrument, as the case 

might be. 

Section 8.12 Additional Grantors. If Debtor shall form, acquire or otherwise have any 

Subsidiary, Debtor shall cause such Subsidiary to become a Subsidiary Grantor pursuant to this 

Agreement, such Subsidiary shall execute and deliver to Collateral Agent a Joinder Agreement 

substantially in the form of Exhibit A, which Joinder Agreement will be enforceable against such 

Subsidiary whether or not formally acknowledged or accepted by the Purchase Money Notes 

Guarantor, the Collateral Agent or the Initial Member, and shall thereafter for all purposes be a 

party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the 

Closing Date. Each Grantor expressly agrees that its obligations arising hereunder shall not be 

affected or diminished by the addition or release of any other Grantor hereunder, nor by any 

election of the Collateral Agent not to cause any Subsidiary of the Debtor to become a Grantor 

hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party 

hereto regardless of whether any other Person becomes or fails to become or ceases to be a 

Grantor hereunder. 

Section 8.13 Transaction with Affiliates. No Grantor shall enter into any transaction 

with any Affiliate, except as expressly permitted pursuant to Section 3.5 of the LLC Operating 

Agreement, without the prior written consent ofthe Collateral Agent. 

Section 8.14 Books and Records; Reports; Certifications; Audits. 

(a) Maintenance of Books and Records. The Debtor shall cause to be kept 

and maintained (including by the Servicer and any Ownership Entity and including records 

transferred by the Receiver to the Debtor in connection with its conveyance of the Assets to the 

Debtor pursuant to the Contribution Agreement), at all times, at the Debtor's chief executive 

office, a complete and accurate set of files, books and records regarding the Collateral, the 

Secured Parties Collateral and the Assets and the Debtor's, any Ownership Entity's and the 

Collateral Agent's interests in the Collateral, the Secured Parties Collateral and the Assets, 

including records relating to the Debtor Accounts and the disbursement of all Asset Proceeds. 

This obligation to maintain a complete and accurate set of records shall encompass all files in the 

Debtor's custody, possession or control pertaining to the Collateral, the Secured Parties 

Collateral and the Assets, including (except as required to be held by the Custodian/Paying agent 

pursuant to the Custodial and Paying Agency Agreement) all original and other documentation 

pertaining to the Collateral, the Secured Parties Collateral and the Assets, all documentation ' 

relating to items of income and expense pertaining to the Collateral, the Secured Parties 

South CRE Venture 2010-2 27 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
Collateral and the Assets, and all of Debtor's (and the Servicer's and each Subservicer's) internal 

memoranda pertaining thereto. The books of account shall be maintained in a manner that 

provides sufficient assurance that: (i) transactions of Debtor are executed in accordance with the 

general or specific authorization of the Manager consistent with the provisions of the LLC 

Operating Agreement and the other Transaction Documents; and (ii) transactions of the Debtor 

are recorded in such form and manner as will (A) permit preparation of federal, state and local 

income and franchise Tax returns and information returns in accordance with the LLC Operating 

Agreement and the other Transaction Documents and as required by Law; (B) permit preparation 

of the Debtor's financial statements in accordance with GAAP and as otherwise set forth in the 

LLC Operating Agreement and the other Transaction Documents; and (C) maintain 

accountability for the Debtor's assets. 

(b) Retention of Books and Records. The Debtor shall cause all such books 

and records to be maintained and retained until the date that is the later of ten (1 0) years after the 

Closing Date or three (3) years after the date on which the Final Distribution is made. All such 

books and records shall be available during such period for inspection by the Collateral Agent or 

the Purchase Money Notes Guarantor or their respective representatives (including any 

Governmental Authority) and agents at the chief executive office of Debtor at all reasonable 

times during business hours on any Business Day (or, in the case of any such inspection after the 

term hereof, at such other location as is provided by notice to the Collateral Agent and the 

Purchase Money Notes Guarantor), in each instance upon not less than two (2) Business Days' 

prior notice to the Debtor unless an Event of Default shall have occurred and be continuing. 

Upon request by the Collateral Agent or the Purchase Money Notes Guarantor, the Debtor, at the 

sole cost and expense of the Collateral Agent or the Purchase Money Notes Guarantor, as the 

case might be, promptly shall send copies (the number of copies of which shall be reasonable) of 

such books and records to the Collateral Agent or the Purchase Money Notes Guarantor. The 

Debtor shall provide the Collateral Agent and the Purchase Money Notes Guarantor with 

reasonable advance notice of the Debtor's intention to destroy or dispose of any documents or 

files relating to the Assets and, upon the request of the Collateral Agent or the Purchase Money 

Notes Guarantor, shall allow such Person, at its own expense, to recover the same from the 

Debtor. 

(c) Reporting. 

(i) As soon as practicable following, but no later than ninety (90) days 

immediately after, the end of each Fiscal Year (commencing with respect to the 2011 Fiscal 

Year), Debtor shall deliver, subject to the provisions of subsection (h) below, to each of the 

Initial Member, the Collateral Agent and the Purchase Money Notes Guarantor an audited 

consolidated balance sheet of the Debtor and its Subsidiaries as at the end of such Fiscal Year, 

and audited consolidated statements of operations and cash flow of the Debtor and its 

Subsidiaries for such Fiscal Year, each prepared in accordance with GAAP and accompanied by 

the Accountants' report thereon, which shall be certified in the customary manner by the 

Accountants. 

(ii) As soon as practicable following, but no later than forty-five (45) 

days immediately after the end of each quarter of each Fiscal Year (other than the last quarter of 

such Fiscal Year, and commencing with the calendar quarter ending on or about March 31, 

South CRE Venture 2010-2 28 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
2011 ), Debtor shall deliver, subject to the provisions of subsection (h) below, to the Initial 

Member, the Collateral Agent and the Purchase Money Notes Guarantor an unaudited 

consolidated balance sheet of Debtor and its Subsidiaries as at the end of such calendar quarter 

and an unaudited consolidated statements of operations and cash flow of Debtor and its 

Subsidiaries for such calendar quarter (and, for the first such report, also covering the period 

from the Closing Date through the end of such calendar quarter), each prepared in accordance 

with GAAP. 

(iii) The Debtor shall cause to be delivered, subject to the provisions of 

subsection (h) below, to the Initial Member, the Collateral Agent and the Purchase Money Notes 

Guarantor such information as is specified in Exhibit B of the LLC Operating Agreement and 

such other information relating to the Assets, the Secured Parties Collateral, the Debtor, the 

Servicers and any Subservicers as the Initial Member, the Collateral Agent or the Purchase 

Money Notes Guarantor may reasonably request from time to time and, in any case, shall ensure 

that the Initial Member, the Collateral Agent and the Purchase Money Notes Guarantor are 

promptly advised, in writing, of any matter of which the Manager, any Servicer or any 

Subservicer becomes aware relating to the Assets, the Secured Parties Collateral, the Collection 

Account, the Escrow Accounts, the Working Capital Reserve Account, the Defeasance Account, 

or any Borrower or Obligor that materially and adversely affects the interests of the Initial 

Member, the Collateral Ageht, the Purchase Money Notes Guarantor or of any Secured Party 

pursuant to this Agreement. In addition to such other reports as· are required to be provided 

under this Agreement, the Debtor (x) shall cause to be delivered to the Initial Member, the 

Collateral Agent and the Purchase Money Notes Guarantor such information relating to 

compliance by the Private Owner with the requirements of clause (v) of Section IO.l(a) of the 

LLC Operating Agreement, as the Initial Member, the Collateral Agent or the Purchase Money 

Notes Guarantor may reasonably request from time to time and, (y) in any case, shall (in good 

faith) immediately advise, in writing, the Initial Member, the Collateral Agent and the Purchase 

Money Notes Guarantor of (i) any capital contribution to the Private Owner under a Qualifying 

Letter of Credit or Private Owner Control Account or (ii) any failure or cessation of the Private 

Owner to satisfy the requirements of clause (v) of Section 10.1(a) of the LLC .Operating 

Agreement, provided that any failure of the Debtor to so provide such immediate notice under 

this clause (y) shall not be deemed a breach of this Agreement so long as the relevant 

information with respect thereto is included in the applicable Monthly Report for the period 

including the date on which such capital contribution or failure occurred (so long as such 

Monthly Report is timely delivered in accordance herewith). 

(d) Monthly Reports. The Debtor shall cause to be furnished to each of the 

Initial Member, the Collateral Agent and the Purchase Money Notes Guarantor on or prior to the 

fifteenth (15th) day of each month (or if the fifteenth (15th) day is not a Business Day, then the 

first Business Day thereafter), commencing on the fifteenth (15th) day of the first month 

following the calendar month in which the Initial Servicing Transfer Date occurs (and with 

respect to each Asset, including relevant information with respect thereto for all periods from 

and after the Servicing Transfer Date for such Asset), the Monthly Report with respect to the 

relevant Due Period and (ii) the related Distribution Date Report with respect to such Due 

Period, which report shall specify the amounts and recipients of all funds to be distributed by the 

Paying Agent on the relevant Distribution Date. Each of the Monthly Report and the 

South CRE Venture 2010-2 29 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
Distribution Date Report shall be certified by the chief financial officer (or an equivalent officer) 

of the Manager. The Monthly Report also shall include a certification of the Manager that all 

withdrawals by the Manager from the Collection Account during such Due Period were made in 

accordance with the terms of this Agreement and the Custodial and Paying Agency Agreement. 

For the Distribution Date immediately preceding the Maturity Date for each Class of Purchase 

Money Notes, the Debtor shall also deliver to the Initial Member and the Purchase Money Notes 

Guarantor, and the Debtor shall also cause to be furnished to each of the Initial Member, the 

Collateral Agent and the Purchase Money Notes Guarantor, the Custodian and Paying Agent 

Report in accordance with the terms of the Custodial and Paying Agency Agreement. 

(e) Annual Compliance Certificates. The Debtor shall, and shall cause the 

Servicer and any Subservicer to deliver to the Initial Member, the Collateral Agent and the 

Purchase Money Notes Guarantor on or before March 15 of each year, commencing in the year 

2011, an officer's certificate stating, as to the signer thereof, that (i) a review of such party's 

activities during the preceding calendar year (or portion thereof) and of its performance pursuant 

to this Agreement (or, as applicable, the Servicing Agreement or any Subservicing Agreement) 

has been made under such officer's supervision, and (ii) to the best of such officer's knowledge 

and belief, based on such review, such party has fulfilled all of its obligations pursuant to this 

Agreement (or, as applicable, the Servicing Agreement or any Subservicing Agreement) in all 

material respects throughout such year or portion thereof or, if there has been a failure to fulfill 

any such obligation in any material respect, specifying each such failure and the nature and status 

thereof. The first such officer's certificate shall cover, with respect to any Asset, the period 

commencing on the Closing Date (and with respect to each Asset, including relevant information 

with respect thereto for the period commencing on the Servicing Transfer Date for such Asset) 

and continuing through the end of the 2011 calendar year. In the event the Servicer or any 

Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a 

year, such party shall provide an officer's certificate pursuant to this Section 8.14(e) with respect 

to such portion of the year. 

(f) Annual Compliance Report. On or before March 15 of each year, 

commencing in the year 2011, the Debtor shall cause the Servicer and any Subservicer, at its 

own expense or the expense of the Manager, to provide to the Initial Member, the Collateral 

Agent and the Purchase Money Notes Guarantor the annual reports (including the independent 

accountant report) for the prior Fiscal Year (or other applicable period as set forth below) 

required under Section 1122 of Regulation AB (regardless of whether any such requirements 

apply, by their terms, only to companies registered or required to file reports with the Securities 

and Exchange Commission) with respect to the relevant servicing criteria provisions of Section 

1122 ( d)(l) of Regulation AB that are applicable to the servicing being conducted under the LLC 

Operating Agreement (and the Servicing Agreement). The first such reports shall cover the 

period commencing on the Closing Date (and for each Asset, covering the period from the 

applicable Servicing Transfer Date) and continuing through the end ofthe 2011 Fiscal Year. 

(g) Audits. Until the later of the date that is ten (1 0) years after the Closing 

Date or the date that is three (3) years after the Final Distribution, the Debtor shall, and shall 

cause the Servicer and any Subservicer to (i) provide any representative of the Initial Member, 

the Collateral Agent or the Purchase Money Notes Guarantor (including any Governmental 

Authority), during normal business hours and on reasonable notice, with access to all of the 

South CRE Venture 2010-2 30 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
books of account, reports and records relating to the Secured Parties Collateral, the Collateral, 

the Servicing Obligations, the Debtor Accounts, or any other matters relating to this Agreement 

or the rights or obligations hereunder or under the Transaction Documents, (ii) permit such 

representatives to make copies of and extracts from the same, (iii) allow the Initial Member, the 

Collateral Agent and the Purchase Money Notes Guarantor to cause such books to be audited by 

accountants selected by the Initial Member, the Collateral Agent or the Purchase Money Notes 

Guarantor and (iv) allow representatives of the Initial Member, the Collateral Agent or the 

Purchase Money Notes Guarantor to discuss Debtor's and the Servicer's or Subservicer's affairs, 

finances and accounts, as they relate to the Secured Parties Collateral, the Assets, the Collateral, 

the Servicing Obligations, the Debtor Accounts or any other matters relating to this Agreement, 

the Secured Obligations or the rights or obligations hereunder, with its officers, directors, 

employees, accountants (and by this provision Debtor hereby authorizes such accountants to 

discuss such affairs, finances and accounts with such representatives), the Servicer, any 

Subservicer, and attorneys. Any expense incurred by the Initial Member, the Collateral Agent or 

the Purchase Money Notes Guarantor and any reasonable out-of-pocket expense incurred by 

Debtor in connection with the exercise by the Initial Member, the Collateral Agent or the 

Purchase Money Notes Guarantor of its rights in this Section 8.14(g) shall be borne by such 

party; provided, however, that any expense incident to the exercise by the Initial Member, the 

Collateral Agent or the Purchase Money Notes Guarantor of its rights pursuant to this Section 

8.14(g) as a result of or during the continuance of an Event of Default shall be borne in all cases 

by the Private Owner (except to the extent such Event of Default is attributable exclusively to a 

Manager having been appointed by the Initial Member following removal of the Private Owner 

in such capacity, or to any applicable Servicer (and any Subservicers) having been engaged by 

the Initial Member, the Debtor or the applicable replacement Manager following such removal of 

the Private Owner as the Manager, in each case that is not an Affiliate of the Private Owner). 

(h) No Duplicate Reports. Notwithstanding any provision in subsections (c) 

through (f) above to the contrary, the Debtor (i) shall not be required to deliver duplicate copies 

of the reports as described in such subsections to the Receiver, so long as the Receiver is acting 

in its capacity as the Collateral Agent and the Initial Member and (ii) shall only be required to 

deliver one copy of each such reports addressed to the Receiver with a notation on the envelope 

that such report is being delivered to the Receiver in its dual capacities as both the Initial 

Member and the Collateral Agent. 

Section 8.15 Insurance. 

(a) The Debtor shall cause insurance coverage to be maintained for the 

Collateral and Acquired Property from an insurer (unless provided for in the then-applicable 

Business Plan) reasonably acceptable to the Purchase Money Notes Guarantor for any Asset with 

respect to which the Borrower has failed to maintain required fire, hurricane, flood and hazard 

insurance with extended coverage as is customary in the area in which the Collateral or Acquired 

Property is located and in such amounts and with such deductibles as, from time to time, are 

approved by the Purchase Money Notes Guarantor (unless provided for in the then-applicable 

Business Plan). 

(b) All such insurance shall (i) provide that no cancellation, material reduction 

in amount or materi~l change in coverage thereof shall be effective until at least thirty (30) days 

SouthCRE Venture20I0-2 31 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
after receipt by the Collateral Agent of written notice thereof, (ii) with respect to any policy 

insuring a Grantor or Collateral, name the Collateral Agent as additional insured on behalf of the 

Secured Parties (in the case of liability insurance) or loss payee (in the case of property 

insurance). 

Section 8.16 Recovery of Expenses; Interest. The Debtor shall cause commercially 

reasonable efforts to be used to recover from Borrowers and Obligors those Servicing Expenses 

that such Borrowers or Obligors are obligated to pay. No Servicing Expenses shall bear interest 

chargeable in any way to the Collateral Agent or the Purchase Money Notes Guarantor. 

Section 8.17 Debtor's Duty To Advise Collateral Agent and Purchase Money Notes 

Guarantor; Delivery of Certain Notices. In addition to such other reports and access to records 

and reports as are required to be provided to the Collateral Agent and the Purchase Money Notes 

Guarantor, the Debtor shall cause to be delivered to the Collateral Agent or the Purchase Money 

Notes Guarantor such information relating to the Assets, the Collateral, the Secured Parties 

Collateral, Debtor and the Servicer and any Subservicer as the Collateral Agent or the Purchase 

Money Notes Guarantor may reasonably request from time to time and, in any case, shall ensure 

that the Collateral Agent and the Purchase Money Notes Guarantor are promptly advised, in 

writing, of any matter of which Debtor, the Servicer or any Subservicer becomes aware relating 

to the Assets, the Secured Parties Collateral, the Collateral, the Debtor Accounts or any 

Borrower or Obligor that materially and adversely affects the interests of the Collateral Agent or 

the Purchase Money Notes Guarantor hereunder. Without limiting the generality of the 

foregoing, the Debtor shall cause to be delivered to the Collateral Agent and the Purchase Money 

Notes Guarantor information indicating any possible Environmental Hazards with respect to any 

Collateral or the Secured Parties Collateral and any notice or report provided to the Debtor or the 

Manager pursuant to Section 5.5 of the Servicing Agreement as in effect on the Closing Date. 

To the extent the Collateral Agent requests information that is dependent upon obtaining such 

information from an Borrower, Obligor or other third party, the Debtor shall cause to be made 

commercially reasonable efforts to obtain such information but it shall not be a breach by the 

Debtor of this Agreement if the Debtor fails to cause such information to be provided to 

Collateral Agent because an Borrower, Obligor or other Person (other than the Servicer or any 

Subservicer) has failed to provide such information after such efforts have been made. 

Section 8.18 Administration of Acguired REO Properties. Notwithstanding any other 

provision of this Agreement to the contrary, in operating, managing, leasing or disposing of any 

Acquired REO Property, the Debtor and the Manager shall act in the best interests of the Debtor 

and the Members and creditors of the Debtor (including the FDIC in its various capacities) in 

accordance with the Servicing Standards pursuant to the LLC Operating Agreement, in 

accordance with the specific provisions of the LLC Operating Agreement relating to REO 

Properties and in general conformance with the Business Plan. The Debtor shall furnish to the 

Collateral Agent such reports regarding the operation, management, leasing or disposition of any 

Acquired REO Property as the Collateral Agent reasonably shall request. 

Section 8.19 Payment of Purchase Money Notes Issuance/Guaranty Fee. 

(a) In consideration of the Purchase Money Notes Guarantor agreeing to act 

as the agent of the Noteholders of the Purchase Money Notes and to guaranty certain obligations 

SouthCREVenture2010-2 32 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
of Debtor pursuant to the Purchase Money Notes in accordance with the Guaranty Agreement, 

the Receiver, for and on behalf ofDebtor, shall pay to the Purchase Money Notes Guarantor on 

the Closing Date a fee equal to 3.5% of the aggregate original principal amount of the Purchase 

Money Notes(the "Purchase Money Notes Issuance/Guaranty Fee"). To effect reimbursement 

and repayment of the Purchase Money Notes Issuance/Guaranty Fee to the Receiver, the 

Purchase Money Notes Issuance/Guaranty Fee will be added to the aggregate principal amount 

ofthe Purchase Money Note. 

(b) Notwithstanding any provisiOn of this Agreement or in the other 

Transactions Documents, no additional Purchase Money Notes Issuance/Guaranty Fee or 

Purchase Money Notes Reissuance Fee shall be due upon the implementation of the guaranty 

pursuant to the Guaranty Agreement. 

Section 8.20 Purchase Money Notes Reissuance Fee. In consideration of the Purchase 

Money Notes Guarantor agreeing to continue its guaranty of certain obligations of the Debtor 

following reissuance of any Purchase Money Note, including any Reissued Purchase Money 

Note, the Purchase Money Notes Guarantor will receive (in the manner specified in the 

following sentence) a reissuance fee from the Debtor in an amount equal to 0.50% of the 

principal amount of the Reissued Purchase Money Notes (the "Purchase Money Notes 

Reissuance Fee"), which Purchase Money Notes Reissuance Fee is to be based on the then 

principal amount of the Maturing Purchase Money Notes without taking into account the 

increase in the amount due to the Purchase Money Notes Reissuance Fee. To effect payment of 

the Purchase Money Notes Reissuance Fee to the Purchase Money Notes Guarantor, the 

Purchase Money Notes Reissuance Fee will be added to the principal balance of the Reissued 

Purchase Money Notes. 

ARTICLE IX 


Required Consent; Limits Liability 


Section 9.1 Required Consents; Limits Liability. Notwithstanding anyth'ing to the 

contrary contained in this Agreement (other than the last sentence of this Section 9.1), the Debtor 

shall not permit to be taken ariy action enumerated in Section 6.1 of the Servicing Agreement, 

any action described in the LLC Operating Agreement as requiring the consent of the Required 

Consenting Parties, including but not limited to the actions enumerated in Sections 3.4 and 

Section 8.1 of the LLC Operating Agreement) or any action enumerated below without the prior 

written consent of, the Required Consenting Parties, which consent may be withheld or 

conditioned in the Collateral Agent's sole and absolute discretion: 

(a) any sale, assignment, transfer, pledge, hypothecation or other 

encumbrance or disposition, either directly or indirectly (each a "Transfer") of the Private 

Owner Interest; provided that any such Transfer must be of all (and not less than all) of the 

Private Owner Interest; 

(b) any financing of any Sale or Transfer with respect to any ofthe Assets; 

South CRE Venture 2010-2 33 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
(c) any Transfer of any Asset that provides for any recourse against the Initial 

Member, the Purchase Money Notes Guarantor or the Receiver; 

(d) any disbursement of amounts from the Working Capital Reserve Account 

other than to fund Working Capital Expenses; 

(e) any disbursement of any funds in the Collection Account or the 

Distribution Account, except as expressly contemplated by the Transaction Documents; 

(f) any reimbursement for any expense or cost incurred (or paid) to any 

Affiliate of the Private Owner, the Debtor, the Servicer or any Subservicer, except as permitted 

pursuant to the Transaction Documents; 

(g) any amendment or modification to, or waiver of, any terms of the LLC 

Operating Agreement that relate to the manner in which the Servicer services the Assets, 

including, without limitation, the Servicing Obligations and the Servicing Standard; 

(h) the replacement ofthe Servicer; 

(i) the payment of any fees to, or entering into any transaction with, any 

Affiliate of Debtor or Private Owner or Servicer or any Subservicer, except as expressly 

contemplated by the Transaction Documents; 

G) any amendment, modification to or change in any material respect, or 

material waiver of any provision of, the Organization Documents of Debtor; 

(k) any Change of Control; 

(l) the incursion, creation or assumption of any Indebtedness other than in 

respect of the Purchase Money Notes, this Agreement, the Discretionary Funding Advances and 

Excess Working Capital Advances. 

Notwithstanding the foregoing, the Debtor may permit to be taken any action enumerated 

in Section 6.1 (g) of the Servicing Agreement without the approval of the Initial Member, the 

Purchase Money Notes Guarantor or the Collateral Agent, as applicable. 

Section 9.2 Limitation of Liability. 

(c) Liability Generally. Neither the Collateral Agent, the Purchase Money 

Notes Guarantor nor any other Secured Party nor any of their respective Affiliates, nor any of 

their respective officers, directors, employees, partners, principals or agents, including the 

Servicer and any Subservicer, shall be liable for any action taken or omitted to be taken by them 

or any one of them under this Agreement or in connection with any Secured Parties Collateral or 

any portion thereof, except for any act or omission constituting gross negligence, bad faith or 

willful misconduct (including any act or omission constituting theft, embezzlement, breach of 

trust or violation of any Law). In the event the Collateral Agent, the Purchase Money Notes 

Guarantor or any Secured Party exercises its rights pursuant to Article V of this Agreement, none 

South CRE Venture 2010-2 34 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
of the Collateral Agent, the Purchase Money Notes Guarantor or any Secured Party, nor any of 

their respective Affiliates, nor any of their respective officers, directors, employees, partners, 

principals or agents, including the Servicer and any Subservicer when acting as an agent of any 

of the foregoing, shall be liable for any action taken or omitted to be taken by them or any one of 

them pursuant to this Agreement or in connection with any Collateral or any portion thereof, 

except for any act or omission constituting willful misconduct. 

(d) Reliance on Notices, etc. Neither Debtor nor the Collateral Agent or the 

Purchase Money Notes Guarantor shall incur any liability to the other by acting in good faith 

upon any notice, consent, certificate or other instrument or writing (including telegram, cable, 

telex or telecopy) that is reasonably believed by Debtor or the Collateral Agent or the Purchase 

Money Notes Guarantor as applicable, to be genuine and to have been signed or sent by the 

proper party and that on its face is properly executed. 

(e) No Consequential Damages. Regardless of the legal theory upon which 

any claim by or against the Debtor or the Collateral Agent or the Purchase Money Notes 

Guarantor is based, including any claim based on contract, tort, strict liability, or fraud, none of 

the Collateral Agent or the Purchase Money Notes Guarantor or the Debtor shall be liable for, or 

may recover from the other, any amounts other than actual losses, costs and expenses (including 

reasonable attorneys' fees and litigation and similar costs to pursue such recovery) incurred by 

the party asserting the claim. Without limiting the foregoing, neither party shall be liable for, or 

entitled to recover from the other party, any consequential, special, indirect, punitive, treble, 

nominal or exemplary damages, business interruption costs or expenses, or damages for lost 

profits, operating losses or lost investment opportunity (regardless of whether any such damages 

are characterized as direct or indirect), each of which is and all of which are hereby excluded by 

agreement of the Collateral Agent, the Purchase Money Notes Guarantor and the Debtor, 

regardless of whether the party against whom such damages may be claimed has been advised of 

the possibility of any such damages, unless (in each case) such losses are incurred by the party 

asserting the claim as a direct result of a claim asserted against such party by a third party. For 

purposes of this Section 9.2, the following claims shall not constitute claims asserted by a third 

party: (i) with respect to the Debtor, any claims asserted by (A) the Servicer or any Subservicer, 

(B) any Affiliate of the Debtor or the Servicer or any Subservicer, and (C) any officer, director, 

employee, partner, principal or agent of the Debtor or the Servicer or any Subservicer, or any 

Affiliate of the Debtor or the Servicer or any Subservicer; and (ii) with respect to Collateral 

Agent, any claims asserted by any Affiliate or officer, director, employee, partner, principal or 

agent of the Collateral Agent, the Purchase Money Notes Guarantor or any Affiliate of any of 

them. 

ARTICLE X 


Release of Secured Parties Collateral 


Section 10.1 Release of Secured Parties Collateral. The Purchase Money Notes 

Guarantor hereby authorizes the Collateral Agent to, and Collateral Agent agrees that it shall, 

release its Lien on any Secured Parties Collateral, solely to the extent necessary, (a) upon a final, 

nonappealable order of a court of competent jurisdiction permitting or directing disposition 

thereof, (b) upon payment of any Asset in full and satisfaction in full of all of the secured 

South CRE Venture 2010-2 35 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
obligations with respect to an Asset or upon receipt of a discounted payoff as payment in full of 

an Asset, (c) as is necessary in connection with the foreclosure on a Mortgaged Property, 

acceptance of a deed in lieu thereof or modification or restructuring of the terms thereof, or (d) in 

connection with the Debtor's sale of an Asset or any Collateral to the extent permitted under the 

Transaction Documents, provided, that the proceeds of such sale or disposition are applied in 

accordance with the priority of payments set forth in Section 5.1 of the Custodial and Paying 

Agency Agreement and the other terms thereof. 

ARTICLE XI 


Liquidation of Assets 


Section 11.1 Rights to Liquidate Assets and Secured Parties Collateral. Each of the 

Initial Member and, so long as any Purchase Money Note is outstanding and not fully 

discharged, the Purchase Money Notes Guarantor shall have the right, exercisable in its sole and 

absolute discretion, to require the liquidation and sale, for cash consideration, of any remaining 

Assets or other Secured Parties Collateral held by Debtor or any Ownership Entity at any time 

after the earlier to occur of (a) the seventh anniversary of the Closing Date or (b) the date on 

which the then Unpaid Principal Balance is ten percent (1 0%) or less of the Unpaid Principal 

Balance as of the Cut-Off Date as set forth on the Asset Schedule. 

Section 11.2 Exercise of Rights to Liquidate Assets and Secured Parties Collateral. In 

order to exercise its rights under Section 11.1, the Initial Member or, (a) if the Guaranty Notice is 

provided as set forth in the Guaranty Agreement, then until the repayment in full of and the 

discharge of the Purchase Money Notes( and the satisfaction of the reimbursement obligation to 

the Purchase Money Notes Guarantor on account of any Guaranty Payment), the Receiver or (b) 

if the Guaranty Notice is not provided as set forth in the Guaranty Agreement or. after the 

repayment in full of and the discharge of the Purchase Money Notes( and the satisfaction of the 

reimbursement obligations to the Purchase Money Notes Guarantor), the Purchase Money Notes 

Guarantor acting on behalf of the Noteholders shall give notice in writing to the Collateral 

Agent, the Custodian/Paying Agent and the Debtor (with copies thereof to the Initial Member or 

the Purchase Money Notes Guarantor, as applicable), setting forth the date by which the 

remaining Assets or other Secured Parties Collateral are to be liquidated by the Collateral Agent. 

Debtor shall, and shall cause the Custodian/Paying Agent to, cooperate and assist the Collateral 

Agent with any and all aspects of the liquidation of the remaining Assets and other Secured 

Parties Collateral to the extent reasonably requested by the Collateral Agent. In the event the 

Debtor or any Affiliate thereof desires to bid to acquire the remaining Assets or other Secured 

Parties Collateral, then the Collateral Agent shall be entitled to liquidate the remaining Assets 

and other Secured Parties Collateral in its discretion. In the event the Collateral Agent 

undertakes to liquidate the remaining Assets and other Secured Parties Collateral pursuant to this 

Section 11.2, the proceeds thereof shall be applied on the Distribution Date following any such 

liquidation in accordance with the priority of payments set forth in Section 5.1 of the Custodial 

and Paying Agency Agreement and the other terms thereof; provided, however, that, 

notwithstanding such priority of payments, no portion of such proceeds shall be paid pursuant to 

Section 5.1(b)(vii) ofthe Custodial and Paying Agency Agreement until the Secured Obligations 

have been repaid in full. 

South CRE Venture 20 I 0-2 36 

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EXECUTION VERSION 
ARTICLE XII 


Collateral Agent 


Section 12.1 Appointment and Authorization of Collateral Agent. The Purchase Money 

Notes Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as 

the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security 

interest to the Secured Parties Collateral Documents for and on behalf of or on trust for) the 

Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, 

holding and enforcing any and all Liens on the Secured Parties Collateral granted by any Grantor 

to secure any of the Secured Obligations, together with such powers and discretion as are 

reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, subagents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or 

enforcing any Lien on the Secured Parties Collateral (or any portion thereof) granted pursuant to 

the Secured Parties Collateral Documents, or for exercising any rights and remedies thereunder 

at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this 

Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent 

hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any 

other Transaction Document, the Collateral Agent shall have no duties or responsibilities, except 

those expressly set forth herein, nor shall the Collateral Ag~nt have or be deemed to have any 

fiduciary relationship with ariy Secured Party or participant of a Secured Party, and no implied 

covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this 

Agreement or any other Transaction Document or otherwise exist against the Collateral Agent. 

Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and 

in the other Transaction Documents with reference to the Collateral Agent is not intended to 

connote any fiduciary or other implied (or express) obligations arising under agency doctrine of 

any applicable Law. Instead, such term is used merely as a matter of market custom, and is 

intended to create or reflect only an administrative relationship between independent contracting 

parties. 

Section 12.2 Delegation of Duties. The Collateral Agent may execute any of its duties 

under this Agreement or any other Secured Parties Collateral Document (including for purposes 

of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the 

Secured Parties Collateral Documents or of exercising any rights and remedies thereunder) by or 

through agents, sub-agents, employees or attorneys-in-fact as shall be deemed. necessary by the 

Collateral Agent and shall be entitled to advice of counsel and other consultants or experts 

concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible 

for the negligence ot misconduct of any agent or sub-agent or attorney-in-fact that it selects in 

the absence of gross negligence or willful misconduct (as determined in the final judgment of a 

court of competent jurisdiction). 

Section 12.3 Liability of Collateral Agent. Neither the Collateral Agent, nor any of its 

Affiliates or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any of them 

shall (a) be liable for any action taken or omitted to be taken by any of them under or in 

connection with this Agreement or any other Transaction Document or the transactions 

contemplated hereby (except for its own gross negligence or willful misconduct, as determined 

by the final judgment of a court of competent jurisdiction, in connection with its duties expressly 

South CRE Venture 20 I 0-2 37 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
set forth herein), or (b) be responsible in any manner to any Secured Party for any recital, 

statement, representation or warranty made by any Grantor or any officer thereof, contained 

herein or in any other Transaction Document, or in any certificate, report, statement or other 

document referred to or provided for in, or received by the Collateral Agent under or in 

connection with, this Agreement or any other Transaction Document, or the validity, 

effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other 

Transaction Document, or the perfection or priority of any Lien or security interest created or 

purported to be created under the Secured Parties Collateral Documents, or for any failure of any 

Grantor or any other party to any Transaction Document to perform its obligations pursuant to 

this Agreement or any other Transaction Document. 

Section 12.4 Reliance by Collateral Agent. 

(a) The Collateral Agent shall be entitled to rely, and shall be fully protected 

in relying, upon any writing, communication, signature, resolution, representation, notice, 

consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic 

mail message, statement or other document or conversation believed by it to be genuine and 

correct and to have been signed, sent or made by the proper Person or Persons, and upon advice 

and statements of legal counsel (including counsel to the Debtor), independent accountants and 

other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in 

failing or refusing to take any action under any Secured Parties Collateral Document unless it 

shall first receive such advice or concurrence of the Controlling Party as it deems appropriate. 

The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, 

under this Agreement or any other Secured Parties Collateral Document in accordance with a 

request or consent of the Controlling Party and such request and any action taken or failure to 

act pursuant thereto shall be binding upon all the Secured Parties. 

(b) Each of the Purchase Money Notes Guarantor and the Receiver, by its 

execution of this Agreement, shall be deemed to have consented to, approved or accepted or to 

be satisfied with, each document or other matter required to be consented to or approved by or 

acceptable or satisfactory to the Collateral Agent unless the Collateral Agent shall have 

received notice from the Purchase Money Notes Guarantor prior to the proposed Closing Date 

specifying its objection thereto. 

Section 12.5 Liability of Collateral Agent. The Collateral Agent shall not be deemed to 

have knowledge or notice of the occurrence of any Default or Event of Default, unless the 

Collateral Agent shall have received written notice from a Grantor or any Secured Party 

referring to this Agreement, describing such Default or Event of Default and stating that such 

notice is a "notice of default." The Collateral Agent will notify the Purchase Money Notes 

Guarantor of its receipt of any such notice. The Collateral Agent shall take such action with 

respect to any Event of Default as may be directed by the Controlling Party in accordance with 

Article V; provided, however, that unless and until the Collateral Agent has received any such 

direction, the Collateral Agent may (but shall not be obligated to) take such action, or refrain 

from taking such action, with respect to such Event of Default as it shall deem advisable or in 

the best interest of the Secured Parties. 

Section 12.6 Successor Collateral Agent. 

South CRE Venture 2010-2 3 8 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
The Collateral Agent may resign as the Collateral Agent upon thirty (30) days' notice to 

the Purchase Money Notes Guarantor and Debtor; provided, however, that the prior written 

consent of the Purchase Money Notes Guarantor and this Debtor will be required prior to the 

effectiveness of any such resignation. If the Collateral Agent resigns under this Agreement, the 

Controlling Party, with the written consent of the Debtor, shall appoint a successor collateral 

agent for the Secured Parties. If no successor collateral agent is appointed prior to the effective 

date of the resignation of the Collateral Agent, the retiring Collateral Agent may appoint, after 

consulting with the Purchase Money Notes Guarantor and Debtor, a successor collateral agent. 

Upon the acceptance of its appointment as successor collateral agent hereunder, the Person 

acting as such successor agent shall succeed to all the rights, powers and duties of the retiring 

Collateral Agent and the term "Collateral Agent" shall mean such successor collateral agent, and 

the retiring Collateral Agent's appointment, powers and duties as the Collateral Agent shall be 

terminated. 

ARTICLE XIII 


Miscellaneous 


Section 13.1 Attorney-in-Fact. Each Grantor hereby constitutes and appoints the 

Collateral Agent the true and lawful attorney-in-fact of such Grantor, with full power and 

authority in the place and stead of such Grantor and in the name of such Grantor, Collateral 

Agent or otherwise, subject to the terms of this Agreement and applicable Law, to enforce all 

rights, interests and remedies of such Grantor with respect to the Secured Parties Collateral; 

provided, however, that the Collateral Agent shall not exercise any of the aforementioned rights 

unless an Event of Default has occurred and is continuing. This power of attorney is a power 

coupled with an interest and shall be irrevocable until the termination of this Agreement in 

accordance with the terms hereof; provided, however, that nothing in this Agreement shall 

prevent such Grantor from, prior to the exercise by the Collateral Agent of any of the 

aforementioned rights, utilizing the Secured Parties Collateral to transact Grantor ordinary course 

business operations. 

Section 13.2 No Petition. Each of the Collateral Agent and the Purchase Money Notes 

Guarantor hereby covenants and agrees that it will not at any time institute against the Debtor, or 

join in any institution against the Debtor of, any bankruptcy, reorganization, arrangement, 

insolvency or liquidation proceeding, or other proceedings under any United States federal or 

state bankruptcy or similar Law in connection with any obligation relating to any Purchase 

Money Note, the Guaranty Agreement or this Agreement. 

Section 13.3 Reimbursement of Expenses. Except as prohibited by Law, if at any time 

the Collateral Agent or the Purchase Money Notes Guarantor employs counsel in connection 

with the creation, perfection, preservation, or release of the security interest of the Collateral 

Agent in the Secured Parties Collateral or the enforcement of any of the Collateral Agent's, or 

the Purchase Money Notes Guarantor's rights or remedies hereunder, all of the Collateral 

Agent's and the Purchase Money Notes Guarantor's attorneys' fees arising from such services 

and all other expenses, costs, or charges relating thereto shall become part of the Secured 

Obligations secured hereby and be paid by the Debtor on demand. 

South CRE Venture 2010-2 39 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
Section 13.4 Termination of Security Interest. Upon the indefeasible satisfaction and 

discharge in full of the Secured Obligations, the security interest and all other rights granted 

hereby shall terminate and all rights to the Secured Parties Collateral shall revert to the Debtor. 

Upon any such indefeasible satisfaction, and discharge of the Secured Obligations, the Collateral 

Agent (a) upon the written request of the Debtor shall promptly execute and deliver all such 

documentation, UCC termination statements and instruments as are necessary to release the 

Liens created pursuant to this Agreement and to terminate this Agreement, and (b) agrees, at the 

reasonable request of the Debtor, to furnish, execute and deliver such documents, instruments, 

certificates, notices or further assurances as the Debtor may reasonably request as necessary or 

desirable to effect such termination and release, all at the Debtor's sole cost and expense. 

Section 13.5 Indemnification. 

(a) Each Grantor shall indemnify, defend and hold harmless the Collateral 

Agent, the Purchase Money Notes Guarantor and each of their respective Affiliates, and their 

respective officers, directors, employees, partners, principals, agents and contractors (the 

"Indemnified Parties"), from and against any losses, damages, liabilities, costs and expenses 

(including reasonable attorneys' fees and litigation and similar costs, and other out-of-pocket 

expenses incurred in investigating, defending, asserting or preparing the defense or assertion of 

any of the foregoing), deficiencies, claims, interest, awards, judgments, penalties and fines 

(collectively, "Indemnified Losses") arising out of or resulting from (i) any breach by any 

Grantor or any of its Affiliates or any of their respective officers, directors, employees, partners, 

principals, agents or contractors (including the Servicer and any Subservicer) (collectively, 

"Related Entities") of any of their respective obligations under or covenants or agreements 

contained in this Agreement, the Secured Parties Collateral Documents or the Servicing 

Agreement (including any claim asserted by the Collateral Agent, the Purchase Money Notes 

Guarantor against Debtor to enforce its rights pursuant to Article V), or any third-party 

allegation or claim based upon facts alleged that, if true, would constitute such a breach, or (ii) 

any gross negligence, bad faith or willful misconduct of any of the Related Entities (including 

any act or omission constituting theft, embezzlement, breach of trust or violation of any Law). 

Such indemnity shall survive the termination of this Agreement. In order for an Indemnified 

Party to be entitled to any indemnification provided for under this Agreement in respect of, 

arising out of or involving an Indemnified Loss or a claim or demand made by any Person 

against the Indemnified Party (a "Third Party Claim"), such Indemnified Party shall deliver 

notice thereof to Debtor promptly after receipt by such Indemnified Party of written notice of 

the Third Party Claim, describing in reasonable detail the facts giving rise to any claim for 

indemnification hereunder, the amount of such claim (if known) and such other information 

with respect thereto as is available to the Indemnified Party and as Debtor may reasonably 

request. The failure or delay to provide such notice, however, shall not release any Grantor 

from any of its obligations under this Section 13.5 except to the extent that it is materially 

prejudiced by such failure or delay. 

(b) If for any reason the indemnification provided for herein is unavailable or 

insufficient to hold harmless the Indemnified Parties, Debtor shall contribute to the amount paid 

or payable by the Indemnified Parties as a result of the Indemnified Losses of the Indemnified 

Parties in such proportion as is appropriate to reflect the relative fault of the Indemnified 

Parties, on the one hand, and the Debtor or any Subsidiary Grantor (including the Servicer and 

SouthCRE Venture2010-2 40 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
any Subservicer), on the other hand in connection with a breach of the Debtor's or any 

Subsidiary Grantor's obligations under this Agreement. 

(c) If the Debtor confirms in writing to the Indemnified Party within fifteen 

(15) days after receipt of a Third Party Claim the Debtor's responsibility to indemnify and hold 

harmless the Indemnified Party therefor, Debtor may elect to assume control over the 

compromise or defense of such Third Party Claim at Debtor's own expense and by Debtor's 

own counsel, which counsel must be reasonably satisfactory to the Indemnified Party; provided, 

however, that (i) the Indemnified Party may, if such Indemnified Party so desires, employ 

counsel at such Indemnified Party's own expense to assist in the handling (but not control the 

defense) of any Third Party Claim; (ii) Debtor shall keep the Indemnified Party advised of all 

material events with respect to any Third Party Claim; (iii) Debtor shall obtain the prior written 

approval of the Indemnified Party before ceasing to defend against any Third Party Claim or 

entering into any settlement, adjustment or compromise of such Third Party Claim involving 

injunctive or similar equitable relief being imposed upon any Indemnified Party or any of its or 

his Affiliates; and (iv) no Grantor will, without the prior written consent of each Indemnified 

Party, settle or compromise or consent to the entry of any judgment in any pending or 

threatened action in respect of which indemnification may be sought hereunder (whether or not 

any such Indemnified Party is a party to such action), unless such settlement, compromise or 

consent by its terms obligates such Grantor to satisfy the full amount of the liability in 

connection with such Third Party Claim and includes an unconditional release of the 

Indemnified Party from all liability arising out of such Third Party Claim. 

(d) Notwithstanding anything contained in this Agreement to the contrary, the 

Debtor shall not be entitled to. control (and if the Indemnified Party so desires, it shall have sole 

control over) the defense, settlement, adjustment or compromise of (but the Debtor shall 

nevertheless be required to pay all Indemnified Losses incurred by the Indemnified Party in 

connection with sq.c):l defense, settlement or compromise): (i) any Third Party Claim that seeks 

an order, injunction qr other equitable relief against the Indemnified Party or any of its 

Affiliates; (ii) any action in which both the Debtor or any Subsidiary Grantor (or any Affiliate) 

and the Indemnified Party are named as parties and either the Debtor or such Subsidiary 

Grantor (or such Affiliate) or the Indemnified Party determines with advice of counsel that 

there may be one or more legal defenses available to it that are different from or additional to 

those available to the other party or that a conflict of interest between such parties may exist in 

respect of such action; and (iii) any matter that raises or implicates any issue relating to any 

power, right or obligation of the FDIC under any Law. If the Debtor elects not to assume the 

compromise or defense against the asserted liability, fails to timely and properly notify the 

Indemnified Party of its election as herein provided, or, at any time after assuming such 

defense, fails to diligently defend against such Third Party Claim in good faith, the Indemnified 

Party may pay, compromise or defend against such asserted liability (but the Debtor shall 

nevertheless be required to pay all Indemnified Losses incurred by the Indemnified Party in 

connection with such defense, settlement or compromise). In connection with any defense of a 

Third Party Claim (whether by Debtor, a Subsidiary Grantor or the Indemnified Party), all of 

the parties hereto shall, and shall cause their respective Affiliates to, cooperate in the defense or 

prosecution thereof and to in good faith retain and furnish such records, information and 

South CRE Venture 2010-2 41 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as 

may be reasonably requested by a party hereto in connection therewith. 

Section 13.6 Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS TO BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE 

THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY W AlVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS 

SECTION 13.6, HOWEVER, (a) THE UNIFORM COMMERCIAL CODE AS IN EFFECT 

FROM TIME TO TIME IN THE JURISDICTION WHERE EACH GRANTOR IS LOCATED 

IS TO GOVERN THE PERFECTION OR NON-PERFECTION AND THE PRIORITY OF 

ANY SECURITY INTERESTS GRANTED BY SUCH GRANTOR TO THE SECURED 

PARTIES PURSUANT TO THIS AGREEMENT AND (b) THE APPLICABLE LAWS IN 

EFFECT FROM TIME TO TIME IN THE JURISDICTION WHERE ANY ACQUIRED REO 

PROPERTY IS LOCATED ARE TO GOVERN THE CREATION, PERFECTION OR NONPERFECTION, PRIORITY AND ENFORCEMENT OF ANY SECURITY INTERESTS 

GRANTED BY THE APPLICABLE GRANTOR TO THE SECURED PARTIES PURSUANT 

TO THIS AGREEMENT IN AND TO SUCH ACQUIRED REO PROPERTY. NOTHING IN 

THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION OR INACTION BY 

ANY PARTY TO THIS AGREEMENT. 

Section 13.7 Jurisdiction, Venue and Service. 

(a) Each Grantor, for itself and its Affiliates, hereby irrevocably and 

unconditionally: 

(i) consents to the jurisdiction of the United States District Court for the 

Southern District of New York and to the jurisdiction of the United States District Court for the 

District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member 

arising out of, relating to, or in connection with this Agreement or any other Transaction 

Document, and waives any right to: 

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

court or dispute-resolution forum other than the court in which the Collateral Agent, the 

Purchase Money Notes Guarantor or the Initial Member, as applicable, files the suit, action or 

proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or 

the Initial Member, as applicable; 

(B) assert that venue is improper in the United States District 

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

Columbia; or 

South CRE Venture 2010-2 42 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
(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 

Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, 

relating to, or in connection with this Agreement or any other Transaction Document (other than 

the LLC Operating Agreement), and waives any right to: 

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

other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase 

Money Notes Guarantor or the Initial Member, as applicable; 

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

State ofNew York; or 

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

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by any Grantor or its 

Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial 

Member arising out of, relating to, or in connection with this Agreement 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 Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, 

as applicable, 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 of Columbia at the option of the Collateral Agent, the Purchase 

Money Notes Guarantor or the Initial Member, as applicable; and 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court of the State of New York, and waives any 

right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the 

Initial Member, as applicable. 

(b) Each Grantor, on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally agrees that any final judgment entered against it in any suit, action or proceeding 

falling within Section 13.7(a) may be enforced in any court of competent jurisdiction; 

(c) Subject to the provisions of Section 13.7(d), each Grantor, on behalf of 

itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and Initial Member 

hereby irrevocably and unconditionally agrees that service of all writs, process and summonses 

South CRE Venture 2010-2 43 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
in any suit, action or proceeding pursuant to Section 13.7(a) or Section 13.7(b) may be effected 

by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its 

address for notices pursuant to Section 13.9 (with copies to such other Persons as specified 

therein); provided, however, that nothing contained in this Section 13.7(c) shall affect the right 

of any party to serve process in any other manner permitted by Law; 

(d) Nothing in this Section 13.7 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 13.7(a)(iii) and Section 

13.7(a)(iv), or in any way limit the FDIC's right to remove, transfer, seek to dismiss, or 

otherwise respond to any suit, action, or proceeding against it in any forum. 

Section 13.8 Waiver of Jury. EACH GRANTOR (ON BEHALF OF ITSELF AND IT 

AFFILIATES), THE COLLATERAL AGENT, THE PURCHASE MONEY NOTES 

GUARANTOR AND THE INITIAL MEMBER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

Section 13.9 Notices. All notices, requests, demands, and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be in writing and shall be mailed or delivered to the applicable address or 

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

electronic mail address as shall be designated by such party in a notice to the other parties. All 

such notices 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, when delivered. In no event shall 

a voice mail message be effective as a notice, communication or confirmation hereunder. 

Address for notices or communications to Debtor and any Subsidiary Grantor: 

South CRE Venture 2010-2, LLC 


c/o Hudson Realty Capital LLC 


250 Park A venue South, Third Floor 


New York, NY 10003 


Attention: Andrew J. Bloom 


Direct & General Counsel 


Email Address: 

South CRE Venture 2010-2 44 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
with a copy to: 

Hudson Realty Capital LLC 

250 Park A venue South, Third Floor 

NewYork, NY 10003 

Attention: Renee Lewis 

Email Address 

Address for notices or communications to any of the Collateral Agent, the Initial 

Member and the Purchase Money Notes Guarantor: 

Assistant Director for Structured Transactions- Resolutions and Receiverships 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email Address: RMalami@fdic.gov 

with a copy 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 

Email Address: DGearin@fdic.gov 

Section 13.10 Assignment. This Agreement shall inure to the benefit of and be binding 

on and enforceable against each Grantor, the Collateral Agent, the Purchase Money Notes 

Guarantor and the Initial Member; provided, however, that no Grantor shall assign its rights 

hereunder in whole or in part without the prior written consent of the Collateral Agent and the 

Purchase Money Notes Guarantor. 

Section 13.11 Entire Agreement. This Agreement contains the entire agreement among 

the Grantors, the Collateral Agent, the Purchase Money Notes Guarantor and the Initial Member 

with respect to the subject matter hereof and supersedes any and all other prior agreements, 

whether oral or written, provided that any Confidentiality Agreement between the FDIC and 

the Private Owner or any Affiliates of the Private Owner (including by way of joinder) with 

respect to the transaction that is the subject of this Agreement and the other Transaction 

Documents shall remain in full force and effect to the extent provided therein, except that the 

Debtor's rights under Article VI of the Contribution Agreement shall not be deemed a repurchase 

option for purposes of Section 2 of any such Confidentiality Agreement. 

Section 13.12 Amendments and Waivers. No provision of this Agreement may be 

amended or waived except in writing executed by all of the parties to this Agreement, except for 

South CRE Venture 2010-2 45 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
Article II, any provision of which may be amended and waived in writing executed by the 

Debtor and the Purchase Money Notes Guarantor. 

Section 13.13 Confidentiality. Each Grantor shall keep confidential and shall not 

divulge to any Persons, without the prior written consent of the Collateral Agent, the Purchase 

Money Notes Guarantor and the Initial Member, any information pertaining to this Agreement 

and the other Transaction Documents except as reasonably necessary to carryout the intent of 

this Agreement and except to the extent that it is necessary and appropriate for such Grantor to 

do so in working with legal counsel, auditors, Taxing authorities, regulatory authorities or any 

other Governmental Authority; provided, however, that, to the extent that disclosure should be 

required by Law, rule, regulation (including any securities listing requirements or the 

requirements of any self-regulatory organization), subpoena, arbitration or other dispute 

resolution process or in connection with any legal or regulatory proceeding (including in 

connection with or pursuant to any action, suit, subpoena, arbitration or other dispute resolution 

process or other legal proceedings, whether civil or criminal, and including before any court or 

administrative or legislative body), such Grantor will use all reasonable efforts to maintain 

confidentiality and will (unless otherwise prohibited by Law) notify the Collateral Agent, the 

Purchase Money Notes Guarantor and the Initial Member within one (1) Business Day after its 

knowledge of such legally required disclosure so that the Collateral Agent, the Purchase Money 

Notes Guarantor and/or the Initial Member may seek an appropriate protective order. Notice 

shall be by telephone, by email and in writing. In the absence of a protective order or waiver, 

such Grantor may make such required disclosure if, in the written opinion of its outside counsel 

(which opinion shall be provided to the Collateral Agent, the Purchase Money Notes Guarantor 

and the Initial Member prior to disclosure pursuant to this Section 13.13 ), failure to make such 

disclosure would subject such Grantor to liability for contempt, censure or other legal penalty or 

liability. 

Section 13.14 Reinstatement. This Agreement shall continue to be effective or be 

automatically reinstated, as the case may be, if at any time payment pursuant to this Agreement 

is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, 

reorganization, liquidation of any Grantor or upon the dissolution of, or appointment of any 

intervenor or conservator or, or trustee or similar official for, any Grantor or any substantial part 

of any Grantor's assets, or otherwise, all as though such payments had not been made, and 

Debtor shall pay the Collateral Agent or the Purchase Money Notes Guarantor on demand all 

reasonable costs and expenses (including reasonable fees of counsel) incurred by the Collateral 

Agent or the Purchase Money Notes Guarantor in connection with such rescission or restoration. 

Section 13.15 Interpretation; No Presumption. Headings are intended solely for 

convenience of reference and shall not affect the meaning or interpretation of the provisions of 

this Agreement. This Agreement shall be construed fairly as to each party to this Agreement and 

if at any time any such term or condition is desired or required to be interpreted or construed, no 

consideration shall be given to the issue of who actually prepared, drafted or requested any term 

or condition of this Agreement or any agreement or instrument subject to this Agreement. 

Section 13.16 Severability. Any provision of this Agreement that is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (a) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

South CRE Venture 2010-2 46 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (b) without limitation of clause (a), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (c) without limitation of clauses (a) 

or (b), such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (p) modify such provision (including without limitation, 

to the extent applicable, by limiting the duration or scope of such provision and/or the Persons 

against whom, and/or the circumstances under which, such provision shall be effective in such 

jurisdiction) for purposes of such proceeding to the minimum extent necessary so that such 

provision, as so modified, may then be enforced in such proceeding and ( q) enforce such 

provision, as so modified pursuant to clause (p), in such proceeding. Nothing in this Section 

13.16 is intended to, or shall, limit (x) the ability of any party to this Agreement to appeal any 

court ruling or the effect of any favorable ruling on appeal or (y) the intended effect of Section 

13.6. 

Section 13.17 Survival. All obligations made herein shall survive the execution and 

delivery of this Agreement. Except as otherwise provided in this Agreement or implied by 

applicable Law, the obligations of each Grantor set forth in this Agreement shall terminate only 

upon the satisfaction and discharge in full of the Secured Obligations. 

Section 13.18 No Third Party Beneficiaries. This Agreement is made for the sole benefit 

of the Collateral Agent, the Purchase Money Notes Guarantor, the Secured Parties and the 

Grantors and their respective successors and permitted assigns, and no other Person or Persons 

(including Borrowers or any co-lender or other Person with any interest in or liability under any 

of the Assets) shall have any rights or remedies under or by reason of this Agreement. 

Section 13.19 Counterparts; Facsimile Signatures. This Agreement may be executed in 

two (2) or more counterparts, each of which shall be deemed an original but all of which together 

shall constitute but one and the same agreement. This Agreement and any amendments to this 

Agreement, to the extent signed and delivered by facsimile or other electronic means, shall be 

treated in all manner and respects as an original agreement and shall be considered to have the 

same binding legal effect as if it were the original signed version thereof delivered in Person. No 

signatory to this Agreement shall raise the use of a facsimile machine or other electronic means 

to deliver a signature or the fact that any signature or agreement was transmitted or 

communicated through the use of a facsimile machine or other electronic means as a defense to 

the formation or enforceability of a contract and each such Person forever waives any such 

defense. 

[Remainder of Page Intentionally Left Blank] 

South CRE Venture 2010-2 47 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, 

intending to legally bound, have caused this Agreement to be duly .executed. 

SOUTH CRE VENTURE 2010-2, LLC 

By: HRC SVC SOUTH 2010 LLC, as Manager 

By 


Na 


Title: Authorized Signatory 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, in its corporate capacity, as 

Purchase Money Notes Guarantor 

By: _____________________________ 

Name: Heidi Silverberg 

Title: Attomey~in-Fact 

FEDERAL DEPOSIT INSURANCE , 

CORPORATION, in its capacity as Receiver for 

various failed financial institutions listed on 

Schedule I hereto, as Collateral Agent 

By: _____________________________ 

Name: Heidi Silverberg 

Title: Attorney-in-Fact 

[Signature Page to Reimbursement Security Guaranty Agreement] 

South CRE Venture 2010-2 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
----------------

IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, 

intending to legally bound, have caused this Agreement to be duly executed. 

SOUTH CRE VENTURE 2010-2, LLC 

By: HRC SVC SOUTH 2010 LLC, as Manager 

By: __________________________ 

Name: 

Title: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, in its corporate capacity, as 

Purchase Money Notes Guarantor 

Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, in its capacity as Receiver for 

various failed financial institutions listed on 

Schedule I hereto, as Collateral Agent 

Attorney-in-Fact 

[Signature Page to Reimbursement Security Guaranty Agreement] 

South CRE Venture 2010-2 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
FEDERAL DEPOSIT INSURANCE 

CORPORATION, as receiver for various failed 

financial institutions listed on Schedule I hereto, as 

Initial Member, solely for purposes of Sections 

4.1 (a), 4.1 (e), 4.1 (f), 4.1 (k), 4.1 (1), 5.1 (a)(vi)- (ix), 

5.l(b), 5.l(c), 5.5, 8.14(c)-(h), 9.1, 11.1, 11.2 and 

13.6-13.19 

Attorney-in-Fact 

[Signature Page to Reimbursement Security Guaranty Agreement] 

South CRE Venture 2010-2 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION 
SCHEDULE I 


List of Various Failed Financial Institutions 


Multibank Structured Transaction South CRE Venture 2010-2 


Bank Name em: State Fund Closing Date 

Irwin Union Bank & Trust Company Columbus IN 10120 9118/2009 

Hillcrest Bank of Florida Naples FL 10131 10/23/2009 

Republic Federal Bank, N.A. Miami FL 10158 12/11/2009 

Rockbridge Commercial Bank Atlanta GA 10164 12/18/2009 

Florida Community Bank Immokalee FL 10181 1/29/2010 

Broadway Bank Chicago IL 10219 4/23/2010 

The Bank of Bonifay Bonifay FL 10234 5/07/2010 

South CRE Venture 2010-2 

Reimbursement, Security and Guaranty Agreement 

EXECUTION VERSION