PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL
BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

On or after the 40th day after January 7, 2010, interests in this Temporary
Regulation S Global Note may be exchanged (free of charge) for interests in a permanent
Regulation S Global Note. The permanent Regulation S Global Note shall be so issued
and delivered in exchange for only that portion of this Temporary Regulation S Global
Note in respect of which there shall have been presented to the Depository by Euroclear
or Clearstream a certification to the effect that it has received from or in respect of a
person entitled to a beneficial interest (as shown by its records) a certification that the
beneficial interests in such Temporary Regulation S Global Note are owned by persons
who are not U.S. Persons.

On an exchange of the whole of this Temporary Regulation S Global Note, this
Temporary Regulation S Global Note shall be surrendered to the Depository at its office.
On an exchange of only part of this Temporary Regujation S Global Note, details of such
exchange shall be entered by or on behalf of the Issur\n Schedule A hereto. If,
following the issue of a permanent Regulation & Global\Note in exchange for some of the

Note previously issued to refle
permanent Regulation S Global
amount of additional Puy

case subject to the restric
Agreement.

This Global Note is subjec indatory exchange for the corresponding
Certificated Notes under the limited circumstances set forth in the Custodial and Paying
Agency Agreement.

Upon redemption, repayment, exchange of or increase in any interest represented
by this Global Note, this Global Note shall be endorsed on Schedule A hereto to reflect
the reduction of or increase in the principal amount evidenced hereby.

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

No service charge shall be made for registration of transfer or exchange of this
Purchase Money Note, but the Paying Agent may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

Multibank Structured Transaction 2009-1 CRE 12
‘Temporary Global Purchase Money Note Reg S A-I
468-003/AGR/2420887.5



PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL
BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

interests in this Global Note may be exchanged for a beneficial interest in the
corresponding Temporary Regulation S Global Note or Regulation S Global Note or for
the corresponding Certificated Note, in each case subject to the restrictions as set forth in
the Custodial and Paying Agency Agreement.

This Global Note is subject to mandatory exchange for the corresponding
Certificated Notes under the limited circumstances set forth in the Custodial and Paying
Agency Agreement.

Upon redemption, repayment, exchange of or increase in any interest represented
by this Global Note, this Global Note shall be endorsed on Schedule A hereto to reflect
the reduction of or increase in the principal amount evidenced hereby.

istration in the Purchase Money
rar, which initially shall be the

Title to Purchase Money Notes shall pass by
Notes Register kept by the Purchase Money Notes Re
Paying Agent.

sfer or exchange of this
nt of a sum sufficient to

No service charge shall be mad
Purchase Money Note, but the Paying
cover any tax or other governmefitg

[REMAINDER ORRA

Multibank Structured Transaction 2009-1 CRE 12
Global/Un-centificated Purchase Money Note Rule [44A A-2
468-003/AGR/2424828.4



INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE

(1) THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN
OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT AND (2) THAT IS NOT A “U.S.
RESIDENT” WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT
AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A PRINCIPAL
AMOUNT OF NOT LESS THAN U.S.$500,000 FOR THE PURCHASER AND FOR
EACH ACCOUNT FOR WHICH IT IS ACTING. EACH PURCHASER OR
TRANSFEREE OF THIS PURCHASE MONEY NOTE WILL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE
CUSTODIAL AND PAYING AGENCY AGREEM,

THIS PURCHASE MONEY NOTE ISNOT NSFERABLE EXCEPT IN
ACCORDANCE WITH THE RESTRICTIO ESCRIBED HEREIN AND IN THE
CUSTODIAL AND PAYING AGENC RE B.\ANY SALE OR TRANSFER

THE CONTRARY TO THE Is . 4 G AGENT OR ANY
INTERMEDIARY. E. AN We
AGREES TO PROVI

DREGOING, THE ISSUER HAS THE
ING AGENCY AGREEMENT, TO
BENHFYCIAL INTEREST IN THIS PURCHASE
MONEY NOTE THAT IS A ITTED HOLDER (AS DEFINED IN THE
CUSTODIAL AND PAYING AG) AGREEMENT) TO SELL ITS INTEREST IN
THE PURCHASE MONEY NOTES, OR MAY SELL SUCH INTEREST ON BEHALF
OF SUCH OWNER.

RIGHT, UNDER THE C
COMPEL ANY OWNER

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS
PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE
MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY OF THE PAYING AGENT.

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY
NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION
AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF
THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER (A) IT IS

Multibank Structured Transaction 2009-} CRE. 2
Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/2393731.5



OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION AND (V)
AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE
TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE

(1) THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN
OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT AND (2) THAT IS NOT A “U.S.
RESIDENT” WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT
AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A PRINCIPAL
AMOUNT OF NOT LESS THAN U.S.$500,000 FOR\THE PURCHASER AND FOR
EACH ACCOUNT FOR WHICH IT IS ACTING. EAQH PURCHASER OR
TRANSFEREE OF THIS PURCHASE MON. OTE\WILL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS : ‘S SET FORTH IN THE
CUSTODIAL AND PAYING AGEN REE

THIS PURCHASE MONE
ACCORDANCE WITH THE HESTRICY PSCRIBED NBREIN AND IN THE
CUSTODIAL AND PAYING A . ENT. ANY SALE OR TRANSFER
IN VIOLATION OF T: OF NO FORCE AND EFFECT,
WILL BE VOID AB : ' BR
RIGHTS TO THE TI BYANDING ANY INSTRUCTIONS TO
THE CONTRARY TO EPA G AGENT OR ANY
INTERMEDIARY. EA f THIS PURCHASE MONEY NOTE
IE TRANSFER RESTRICTIONS SET FORTH
HEREIN AND IN THE CUST ID PAYING AGENCY AGREEMENT TO
THE TRANSFEREE. IN ADDITI O THE FOREGOING, THE ISSUER HAS THE
RIGHT, UNDER THE CUSTODIAL AND PAYING AGENCY AGREEMENT, TO
COMPEL ANY OWNER OF A BENEFICIAL INTEREST IN THIS PURCHASE
MONEY NOTE THAT IS A NON-PERMITTED HOLDER (AS DEFINED IN THE
CUSTODIAL AND PAYING AGENCY AGREEMENT) TO SELL ITS INTEREST IN
THE PURCHASE MONEY NOTES, OR MAY SELL SUCH INTEREST ON BEHALF
OF SUCH OWNER.

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS
PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE
MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY OF THE PAYING AGENT.

Multibank Structured Transaction 2009-1 CRE 2
Temporary Gtobal Purchase Money Note Reg $ A-2
468-003/MISC/2424809.4



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

ge

Multibank Structured Transaction 2009-1 CRE B
Temporary Global Purchase Money Note Reg S A-2
468-003/MISC/2424809.4



INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE (1)
THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN
OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT AND (2) THAT IS NOT A “U.S.
RESIDENT” WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT
AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A PRINCIPAL
AMOUNT OF NOT LESS THAN U.S.$500,000 FOR THE PURCHASER AND FOR
EACH ACCOUNT FOR WHICH IT IS ACTING. EACH PURCHASER OR
TRANSFEREE OF THIS PURCHASE MONEY NOTE WILL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE
CUSTODIAL AND PAYING AGENCY AGREEM,

IN VIOLATION OF THE FOREGOIN
WILL BE VOID AB INITIO AND

THE CONTRARY TO THE Isp h m iG AGENT OR ANY
N S PURCHASE MONEY NOTE

. SER RESTRICTIONS SET FORTH
HEREIN AND IN THR CUSTODIA ING“AGENCY AGREEMENT TO
OREGOING, THE ISSUER HAS THE
RIGHT, UNDER THE C
COMPEL ANY OWNER BENBFYCIAL INTEREST IN THIS PURCHASE
MONEY NOTE THAT IS A ITTED HOLDER (AS DEFINED IN THE
CUSTODIAL AND PAYING AG) AGREEMENT) TO SELL ITS INTEREST IN
THE PURCHASE MONEY NOTES, OR MAY SELL SUCH INTEREST ON BEHALF

OF SUCH OWNER.

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS
PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE
MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY OF THE PAYING AGENT.

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY
NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION
AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF
THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER (A) IT IS

Multibank Structured Transaction 2009-1 CRE 2
Global/Un-certificated Purchase Money Note Rule 144A A-2
468-003/AGR/2424828.4



If and to the extent the Purchase Money Notes Guarantor makes any payment to
the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the
Purchase Money Notes Guarantor shall be subrogated to all of the rights of the Holder
with respect to any claim to which such payment relates to the extent of such payment,
and the Holder, upon acceptance of any such payment, will be deemed to have assigned
to the Purchase Money Notes Guarantor any and all claims it may have against the Issuer
or others and for which the Holder receives payment from the Purchase Money Notes
Guarantor pursuant to the Purchase Money Notes Guaranty. Upon the request of the
Purchase Money Notes Guarantor, the Holder shall execute written assignments of such
claims.

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

No delay, omission or waiver on the part of th@ Holder in exercising any right
pursuant to this Purchase Money Note shall operate a\ 4 waiver of such right or any other
right of the Holder, nor shall any delay, omissi@mgr wa
deemed a bar to or waiver of the same or ap e any future occasion. Except
as otherwise set forth herein, the rights afid vemedi older are cumulative and
not exclusive of any rights or remedies WS exwise have.

The Issuer’s obligations;
unconditional and shall not be aft a iySumstance whatsoever, and the Issuer
hereby agrees to make, g

Purchase Money Note 8 eh }yrespect to principal or any other
amount owed by the Is§uk ahi ase Money Note, without notice,
demand, counterclaim, s j eC abatement, suspension, limitation,

deferment, diminution, re¢gdyment o1 er right that the Issuer may have against the

8 ibject in all respects to the priority of payment
set forth in Section 5.1 of the Cisigdial gnd Paying Agency Agreement, and the Issuer
hereby waives and agrees not to assert any defense (other than payment in accordance
with the terms hereof), right of counterclaim, setoff or recoupment, or other right which it
may have against the Holder hereof or any other Person.

All notices, requests, demands, and other communications required or permitted
to be given or delivered under or by reason of the provisions of this Purchase Money
Note shall be 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 (a) actual receipt (or refusal thereof) by the relevant
party hereto and (b) (i) if delivered by hand or by nationally recognized courier service,
when signed for (or refused) by or on behalf of the relevant party hereto; ii) if delivered
by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (iii) if
delivered by electronic mail (which form of delivery is subject to the provisions of this

Multibank Suuctured Transaction 2009-1 CRE 8
Temporary Global Purchase Money Note Reg S A-2
468-003/MISC/2424809.4



INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE
(1) THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN
OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT AND (2) THAT IS NOT A “U.S.
RESIDENT” WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT
AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A PRINCIPAL
AMOUNT OF NOT LESS THAN U.S.$500,000 FOR THE PURCHASER AND FOR
EACH ACCOUNT FOR WHICH IT IS ACTING. EACH PURCHASER OR
TRANSFEREE OF THIS PURCHASE MONEY NOTE WILL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE

XNSFERABLE EXCEPT IN
ED HEREIN AND IN THE
ANY SALE OR TRANSFER
ORCE AND EFFECT,

THIS PURCHASE MONEY NOTE f
ACCORDANCE WITH THE RESTRICTION

IN VIOLATION OF THE FOREGO!
WILL BE VOID AB INITIO Al
RIGHTS TO THE TRANSFE!
THE CONTRARY TO THE IS
INTERMEDIARY. E.
AGREES TO PROVI

XNDING ANY INSTRUCTIONS TO
|G AGENT OR ANY

PURCHASE MONEY NOTE

ESR RESTRICTIONS SET FORTH

THE TRANSFEREE. q DREGOING, THE ISSUER HAS THE
RIGHT, UNDER THE C PAYING AGENCY AGREEMENT, TO
COMPEL ANY OWNER O (CIAL INTEREST IN THIS PURCHASE
MONEY NOTE THAT IS A ITTED HOLDER (AS DEFINED IN THE
CUSTODIAL AND PAYING AGENTY AGREEMENT) TO SELL ITS INTEREST IN
THE PURCHASE MONEY NOTES, OR MAY SELL SUCH INTEREST ON BEHALF
OF SUCH OWNER.

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS
PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE
MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY OF THE PAYING AGENT.

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY
NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION
AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF
THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER (A) IT IS

Multibank Structured Transaction 2009-1 CRE 2
Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4



The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

Representations for Regulation S Securities

to be included in DTC Letter of Representations

Multibank 2009-1 CRE Venture, LLC

Name of Issuer and Co-Issuer(s) if applicable
Purchase Money Note due 2014

Security Description including series designation if applicable

Ss

CUSIP Number(s) of the Securities

THE FOLLOWING APPLIES ONLY TO CATEGORY 3 REGULATION S SECURITY ISSUANCES:
(NOTE: ISSUER SHALL CROSS OUT ITEM 3 IF NOT APPLICABLE.)

3. Issuer represents that the Securities are Cate; 3 Regulation S securities as defined in
Rule 903 of the Securities Act of 1933. Issuer has requestey \hat, with respect to Securities that are
eligible for transfer pursuant to Regulation S, which’ \centified by a separate CUSIP or CINS

identification number (the “Regulation S Securiyr effect book-entry deliveries (except
\) system in Participant accounts

maintained by banks that act as depositaries foxearstreal i (été anonyme and Euroclear) until
February 14, 2010
(NOTE: Do NOT LEAVE BLAN

DAR DATE OREVENT IS REQUIRED)

In re event that Issuer desire si ‘ing of this “Deliver Order Chill,” Issuer or
‘ Chill be eliminated as of a specified date.

Such notice oa be se sent th [FTC's Nndelwn igibility Section by a secure means (e.g.,
legible telecopy, registered\p\certified mail\gemnight dplivery) in a timely manner designed to assure that
such notice is in DTC's pos’ etdsefof business two business days prior to the date
specified for elimination of We THT sent by email, such notice shall be sent to

h notice shall be sent to (212) 855-3274 or (212) 855-5004.

Multibank 209-1 CRE Venture, LLC

By: Federal Deposit Insurance Corporation as
Receiver for Various Failed Financial Institutions,
as Sole Mena yd Manager

Assuer
A By:
neceived and Accepted c Ruthorized Officer's Signature
HE DEPOSITORY TRUST COMPANY t
Robert W- Mecoms Ya] 10
ei Nome & Date
By: _
Co-tssuer, if applicable
By:

@® ovec. 7

The Depository Trust &
Clearing Corporation Page 2 of 2 Regulation S Riger 11-2009

fame & Date



paragraph), when delivered. In no event shall a voice mail message be effective as a
notice, communication or confirmation pursuant to this Purchase Money Note.

If to the Issuer, to:

Multibank 2009-1 CRE Venture, LLC
2450 Broadway, 6" Floor

Santa Monica, California 90404
Attention: Paul Fuhrman

Email: PFuhrman@colonyinc.com

with a copy to:

Colony Capital, LLC

660 Madison Avenue

New York, New York 10065
Attention: Ron Sanders, Esq.
Email: RSanders@colonyinc.c

and if to the Holder hereof, to:

c/o Federal Depq
550 17th Street,

with copies to:

Senior Counsel

FDIC Legal Division

Litigation and Resolutions Branch, Receivership Section
Special Issues Unit

3501 Fairfax Drive (Room E-7056)

Arlington, VA 22226

Attention: David Gearin

Email Address: Dgearin@fdic.gov

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

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

Multibank Structured Transaction 2009-1 CRE
Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4



The Depository Trust Company

A subsidiary of the Dapository Trust & Clearing Corporation

BLANKET ISSUER LETTER OF REPRESENTATIONS

(To be completed by Issuer and Co-Issuer(s), if applicable)

Multibank 2009-1 CRE Venture, LLC

(Name of Issuer and Co-Issuer(s), if applicable)

January 7, 2010

(Date)

Attention: Underwriting Department
The Depository Trust Company
55 Water Street, [SL
New York, NY 10041-0099
Ladies and Gentlemen:

This letter sets forth our understay issues (the “Securities”) that
Issuer shall request to be made eligible ary Trust Company (“DTC”).
Issuer is: (Note: Issuer shail rep
fireorperated-in} [formed undel

To induce DT; ible for deposit at DTC, and to act in
accordance with DT( Pi ycuriids, Issuer represents to DTC that issuer
will comply with the! i \s\Operational Arrangements, as they may be

amended from time to

'y yours,

Multibank 2009-1 CRE Venture, LLC

By: Federal Deposit Insurance Corporation as
Receiver fog Varigus Failed Financial Institutions,
as Sole Mode \WManaver

Note

Schedule A contains statements ths
believes accurately describe DTC, th ge
of effecting book-entry transfers of secu
distributed through DTC, and certain related

matters. By

1 (Authorized Officer's Signature)

Received and Accepted Robert w. MeComs
THE DEPOSITORY TRUST COMPANY (Print Name)

Manager, Capital Markets & Resolutions
c/o Federal Deposit Insurance Corporation
350 17th Street, NW (Room F-7014)
Washington, D.C. 2042

“ear State} iCountry)
DTCe. f

The Depository Trust &
Clearing Corporation RMalami@fdic.zov

iE-mal Address) —_

By ~

BLOR 03/25/08


PURCHASE MONEY NOTE

Certificate No.: NT CL A-3 144A
ISIN No.:
CUSIP No.:

$58,000,000 January 7, 2010

FOR VALUE RECEIVED, Multibank 2009-1 CRE Venture, LLC, a Delaware
limited liability company (herein referred to as the “Issuer”), hereby unconditionally
promises to pay to the order of Cede & Co., or its successors and registered assigns, the
principal sum of $58,000,000 (Fifty Eight Million and 00/100 United States Dollars) (or
such other amount as shall be the outstanding principal amount of this Purchase Money
Note shown on Schedule A hereto). No interest shall accrue on the outstanding principal
amount of this Purchase Money Note. The entire ougstanding principal amount of this
Purchase Money Note shall be due and payable on Jauary 7, 2014 (the “Maturity
Date”) or such earlier date as such amount sh: lue and payable pursuant to the
terms of this Purchase Money Note.

The principal of this Purchase Moxey Note\ in such coin or currency of

the United States of America as githe time df payy nder for payment of
public and private debts. All p¢yrents tha i spect to this Purchase
Money Note shall be subject to {he priori ents set forth in Section 5.1 of the
Custodial and Paying A ed ado January 7, 2010 by and among the

for various failed financlaN
capacities as the receiver uch receivership, the “Receiver”), the
FDIC, as Receiver, as Collate A gent) p\hirsuant to the Reimbursement, Security and
Guaranty Agreement, and WellS$Nargo Bank, N.A. (as amended, supplemented or
restated from time to time, and including any substantially similar agreement entered into
by Issuer and any new or successor custodian and paying agent, the “Custodial and
Paying Agency Agreement”). This Purchase Money Note is subject to all terms of the
Custodial and Paying Agency Agreement. Unless otherwise defined herein, capitalized
terms used in this Purchase Money Note have the meanings provided in, or by reference
in, the Custodial and Paying Agency Agreement.

This Purchase Money Note may not be prepaid, in whole or in part, without the
prior written consent of the Purchase Money Notes Guarantor. Any amount repaid or
prepaid pursuant to this Purchase Money Note may not be reborrowed.

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

Multibank Structured Transaction 2009-1 CRE

Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4



Multibank Structured Transaction 2009-1 CRE
Execution Copy

THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR
PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT
GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT
REFERRED TO HEREIN.

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), ANY STATE SECURITIES LAWS IN THE UNITED
STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND THE
ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE “ANVESTMENT COMPANY
ACT”). THE HOLDER HEREOF, BY ITS ACCEPYANCE OF THIS PURCHASE
MONEY NOTE, REPRESENTS THAT IT H&S.OB’ ED THIS PURCHASE
MONEY NOTE IN A TRANSACTION INC E WITH THE SECURITIES

ACT, THE INVESTMENT COMPAN, R APPLICABLE LAWS OF
THE UNITED STATES OR ANY OT!

RESTRICTIONS ON SALE AND THE CUSTODIAL
AND PAYING AGENCY AG! R

MONEY NOTE (THE “CUST' YING AGENCY AGREEMENT”)
THE HOLDER HEREQ OF THIS PURCHASE MONEY

ACT AND ALL OTHER AR
ACCORDANCE WITH THE C&RFHIGATIONS AND OTHER REQUIREMENTS
SPECIFIED IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT
REFERRED TO HEREIN (A) TO A TRANSFEREE (1) THAT IS A “QUALIFIED
PURCHASER” WITHIN THE MEANING OF SECTION 3(c)(7) OF THE
INVESTMENT COMPANY ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED PURCHASER, (2) THAT (1) WAS NOT
FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN
EACH BENEFICIAL OWNER OF THE PURCHASER IS A QUALIFIED
PURCHASER), (II) HAS RECEIVED THE NECESSARY CONSENT FROM ITS
BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE INVESTMENT
COMPANY FORMED BEFORE APRIL 30, 1996, (III) IS NOT A BROKER-DEALER
THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN
U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A
PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN
IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS
APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE
MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS
Muitibank Structured Transaction 2009-1 CRE

‘Temporary Global Purchase Money Note Reg S A-2
468-003/MISC/2424809.4



SCHEDULE B

LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS

Bank Name

Integrity Bank

Silver State Bank
Alpha Bank and Trust
Freedom Bank

Security ‘Pacific Bank —
Franklin Bank, SSB

Sanderson State Bank
‘Haven Trust Bank
‘Bank of Clark Courf
we Centennial Bank

‘Services | :
Cornbelt Bank and

Coast

Silver Falls Bank
Security Savings Bank
FirstCity Bank

Integrity Bank

Multibank Structured Transaction 2009-1 CRE.
Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4

Columbian Bank and ‘Trust

Riverside Bank of the Gulf

Omni National Bank

City
‘Topeka
‘Alpharetta }
‘Henderson _
Alpharetta
‘Bradento
“Los A Angeles
7 ‘Houston
{ Loganvil lle

Cape Coral

“10013 September 5, 2008
10018 October 24, 2008
n FL

10025 December 5, 2008

10026 ‘December 12, 2008
Q027 December 12, 2008

10032 | January 30, 2009 ~TM
10036 February 6, 2009
“IL 10037

10038 ‘February 13, 2009

FL
Silverton OR 10041 February 20, 2009
Henderson NV _. 10043 (February 27, 2009
‘Stockbridge GA 10047 ‘March 20, 2009
Atlanta GA__ 10048. March 27, 2009
“Jupiter FL 10095 July 31, 2009



|

OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION AND
(V) AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF
THE TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS
A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE
(1) THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN
OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT AND (2) THAT IS NOT A “U.S.
RESIDENT” WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT
AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A PRINCIPAL
AMOUNT OF NOT LESS THAN U.S.$500,000 FORTHE PURCHASER AND FOR
EACH ACCOUNT FOR WHICH IT IS ACTING. H PURCHASER OR
TRANSFEREE OF THIS PURCHASE MON, OTE\WILL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS ANDA S SET FORTH IN THE
CUSTODIAL AND PAYING acon
THIS PURCHASE MON, ie)

ACCORDANCE WITH THE Rf

BLE EXCEPT IN

CUSTODIAL AND PAYING A

IN VIOLATION OF T- OF NO FORCE AND EFFECT,
WILL BE VOID AB A 1 ATE TO TRANSFER ANY
RIGHTS TO THE T! DING ANY INSTRUCTIONS TO

THE CONTRARY TO XNE ISSUER, 4 iG AGENT OR ANY
INTERMEDIARY. EA! IS PURCHASE MONEY NOTE
AGREES TO PROVIDE N IE TRANSFER RESTRICTIONS SET FORTH
HEREIN AND IN THE CUS ID PAYING AGENCY AGREEMENT TO
THE TRANSFEREE. IN ADDITI O THE FOREGOING, THE ISSUER HAS THE
RIGHT, UNDER THE CUSTODIAL AND PAYING AGENCY AGREEMENT, TO
COMPEL ANY OWNER OF A BENEFICIAL INTEREST IN THIS PURCHASE
MONEY NOTE THAT IS A NON-PERMITTED HOLDER (AS DEFINED IN THE
CUSTODIAL AND PAYING AGENCY AGREEMENT) TO SELL ITS INTEREST IN
THE PURCHASE MONEY NOTES, OR MAY SELL SUCH INTEREST ON BEHALF
OF SUCH OWNER.

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS
PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE
MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY OF THE PAYING AGENT.

Multibank Structured Transaction 2009-1 CRE 2
Temporary Global Purchase Money Note Reg S A-3
468-003/MISC/2424824.4



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

Interests in this Global Note may be exchanged for a beneficial interest in the
corresponding Temporary Regulation S Global Note or Regulation S Global Note or for
the corresponding Certificated Note, in each case subject to the restrictions as set forth in
the Custodial and Paying Agency Agreement.

This Global Note is subject to mandatory exchange for the corresponding
Certificated Notes under the limited circumstances set forth in the Custodial and Paying
Agency Agreement.

Upon redemption, repayment, exchange of orfncrease in any interest represented
by this Global Note, this Global Note shall be endorskd\on Schedule A hereto to reflect
the reduction of or increase in the principal nced hereby.

tion in the Purchase Money
Notes Register kept by the Purchase Mi which initially shall be the

Paying Agent.

tion of transfer or exchange of this
squire payment of a sum sufficient to
iixconnection therewith.

No service charge shall
Purchase Money Note, b:
cover any tax or other goyera

[REMA RS DNALLY LEFT BLANK]

Multibank Structured Transaction 2009-1 CRE 12
Global/Un-centficated Purchase Money Note Rule 144A A-1
468-003/AGR/2393731 5



PURCHASE MONEY NOTE

Certificate No.: NT CL A-1 144A
ISIN No.:
CUSIP No.:

$58,054,420 January 7, 2010

FOR VALUE RECEIVED, Multibank 2009-1 CRE Venture, LLC, a Delaware
limited liability company (herein referred to as the “Issuer”), hereby unconditionally
promises to pay to the order of Cede & Co., or its successors and registered assigns, the
principal sum of $58,054,420 (Fifty Eight Million Fifty Four Thousand Four Hundred
Twenty and 00/100 United States Dollars) (or such other amount as shall be the
outstanding principal amount of this Purchase Money Note shown on Schedule A hereto).
No interest shall accrue on the outstanding principal amount of this Purchase Money
Note. The entire outstanding principal amount of thik Rurchase Money Note shall be due
and payable on January 7, 2012 (the “Maturi
amount shall become due and payable pursua s of this Purchase Money

Note.

4 such coin or currency of
the United States of America a: gnt i ler for payment of
public and private debts. All pa die Issuer with respect to this Purchase
Money Note shall be subj ents set forth in Section 5.1 of the
Custodial and Paying 4 qnuary 7, 2010 by and among the

Issuer, the Federal Deposit Insuranc’ idn\(in My capacity, the “FDIC”), in its

corporate capacity, as the he Hage Money Notes, the FDIC, as receiver
for various failed financia\ xstituti ‘ Schedule B hereto (in its separate
capacities as the receiver withYe Fach such receivership, the “Receiver”), the

P suant to the Reimbursement, Security and
Guaranty Agreement, and Wells FargoBank, N.A. (as amended, supplemented or
restated from time to time, and including any substantially similar agreement entered into
by Issuer and any new or successor custodian and paying agent, the “Custodial and
Paying Agency Agreement”). This Purchase Money Note is subject to all terms of the
Custodial and Paying Agency Agreement. Unless otherwise defined herein, capitalized
terms used in this Purchase Money Note have the meanings provided in, or by reference
in, the Custodial and Paying Agency Agreement.

This Purchase Money Note may not be prepaid, in whole or in part, without the
prior written consent of the Purchase Money Notes Guarantor. Any amount repaid or
prepaid pursuant to this Purchase Money Note may not be reborrowed.

The Holder, by acceptance of this Purchase Money Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the rights of the
Issuer pursuant to the Custodial and Paying Agency Agreement or any Ancillary

Multibank Structured Transaction 2009-1 CRE. 5
Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/2393731.5



PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL
BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

Interests in this Global Note may be exchanged for a beneficial interest in the
corresponding Temporary Regulation S Global Note or Regulation S Global Note or for
the corresponding Certificated Note, in each case subject to the restrictions as set forth in
the Custodial and Paying Agency Agreement.

This Global Note is subject to mandatory exchange for the corresponding
Certificated Notes under the limited circumstances set forth in the Custodial and Paying
Agency Agreement.

Upon redemption, repayment, exchange of or increase in any interest represented
by this Global Note, this Global Note shall be endorsed on Schedule A hereto to reflect
the reduction of or increase in the principal amount evidenced hereby.

Title to Purchase Money Notes shall pass by reAistration in the Purchase Money
Notes Register kept by the Purchase Money N, rar, which initially shall be the
Paying Agent.

Multibank Structured Transaction 2009-1 CRE 12
Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4

|
|



The occurrence or continuance of any one or more of the following events,
whether such occurrence is voluntary or involuntary or comes about or is effected by
operation of Law or otherwise, shall constitute an “Event of Default” pursuant to this
Purchase Money Note:

{a) the occurrence of any “Event of Default,” as defined in the
Reimbursement, Security and Guaranty Agreement; or

(b) the Issuer (i) makes an assignment for the benefit of creditors; (ii)
files a voluntary petition for relief in any Insolvency Proceeding (as defined in the
Reimbursement and Security Agreement); (iii) is adjudged bankrupt or insolvent or there
is entered against the Issuer an order for relief in any Insolvency Proceeding; (iv) files a
petition or answer seeking for the Issuer any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any Law; (v) seeks, consents
to, or acquiesces in the appointment of a trustee, receiver or liquidator of the Issuer or of
all or any substantial part of the Issuer’s properties; files an answer or other pleading
admitting or failing to contest the material allegations\o¥ a petition filed against the Issuer
in any proceeding described in clauses (i) thro \i) becomes unable to pay its
obligations (other than the Purchase Money# Purchase Money Note
ed within ten (10) Business

ave passed following the
anization,
, dissolutiomér similar relief under
ed, or at least sixty (60) days have

Days) as they become due; or (viii) at Ieq
commencement of any proceedipg
arrangement, composition, ready
any Law, and such proceeding

the Issuer’s agreement or
acated or stayed, or if such
s have passed following the expiration

Holder may, with the consent of the Purchase Money Notes Guarantor, and the Holder
shall, at the direction of the Purchase Money Notes Guarantor, in addition to any other
available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to
be immediately due and payable, together with any other amounts owed by the Issuer
pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid
principal amount of this Purchase Money Note and any other amounts owed by the Issuer
pursuant to this Purchase Money Note, shall forthwith become immediately due and
payable without the necessity of any presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived by the Issuer. If an Event of Default
specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith
automatically become immediately due and payable, both as to principal and as to any
other amounts owed by the Issuer pursuant to this Purchase Money Note, without any
action on the part of the Holder and without the consent of the Purchase Money Notes
Guarantor.

Multibank Structured Transaction 2009-1 CRE 7
Temporary Global Purchase Money Note Reg § A-2
468-003/MISC/2424809.4



SCHEDULE B

LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS

Bank Name

‘ Closing Date

jbian Bank and Trust Topeka KS 10011 August 22, 2008
Tn 2 ity Bank Alpharetta GA 10012 | August 29, 2008
‘Silver State Bank Henderson NV 10013 ‘September 5, 2008 !

‘Alpha Bank and Trust ‘Alpharetta GA 10018 October 24,2008
Freedom Bank Bradenton iF 1019 ‘October 31, 2008

‘Security Pacific Bank — I vember 7, 2008
in Bank,

‘Los Angeles |

First Georgia Community
Bank
Sanderson State Bank

‘December 5, 2008

‘December 12, 2008
December 12, 2008
: "January 16, 2009 |
130 January 23,2009

January 30, 2009

2 January 30,2009

February 6, 2009

Riverside Bank of the Gulf

Cape Coral FL 10038 February 13, 2009

Coast
Silver Falls Bank —_ Silverton 10041 February 20, 2009
Security Savings Bank Henderson NV 10043 February 27,2009
FirstCity Bank ‘Stockbridge | GA 10047 March 20, 2009
Omni National Bank _ ‘Atlanta GA “10048 March 27,2009
Integrity Bank : Jupiter FL "10095 July 1, 2009

Multibank Structured Transaction 2009-1 CRE B-1

Temporary Global Purchase Money Note Reg $ A-2
468-003/M1SC/2424809.4



Multibank Structured Transaction 2009-1 CRE
Execution Copy

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), ANY STATE SECURITIES LAWS IN THE UNITED
STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND THE
ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY
ACT”). THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE
MONEY NOTE, REPRESENTS THAT IT HAS OBTAINED THIS PURCHASE
MONEY NOTE IN A TRANSACTION IN COMPLIANCE WITH THE SECURITIES
ACT, THE INVESTMENT COMPANY ACT, ALL OTHER APPLICABLE LAWS OF
THE UNITED STATES OR ANY OTHER JURISD{QTION AND THE
RESTRICTIONS ON SALE AND TRANSFER SE kyon IN THE CUSTODIAL

8 NY

AND PAYING AGENCY AGREEMENT REFS ‘O IN THIS PURCHASE

MONEY NOTE (THE “CUSTODIAL AND-PA AGENCY AGREEMENT”).

THE HOLDER HEREOF, BY ITS AC A

NOTE, FURTHER REPRESENTS, AGKX AND AGREES THAT IT
DS }

Ne

WILL NOT REOFFER, RESELL-PL

PURCHASE MONEY NOTE (OKA q BXCEPT IN
COMPLIANCE WITH THE SH cEinrTIPR THE INVESTMENT COMPANY
ACT AND ALL OTH ABLE LAW KANY JURISDICTION AND IN
ACCORDANCE WIT ERWEICATIO ND) OTHER REQUIREMENTS

SPECIFIED IN THE :
REFERRED TO HERE SSEEREE (1) THAT IS A “QUALIFIED
PURCHASER” WITHIN
INVESTMENT COMPAN 'T PURQHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A PURCHASER, (2) THAT (1) WAS NOT
FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN
EACH BENEFICIAL OWNER OF THE PURCHASER IS A QUALIFIED
PURCHASER), (II) HAS RECEIVED THE NECESSARY CONSENT FROM ITS
BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE INVESTMENT
COMPANY FORMED BEFORE APRIL 30, 1996, (III) IS NOT A BROKER-DEALER
THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN
U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A
PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN
IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS
APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE
MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS
OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION AND (V)
AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE
TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED

Multibank Structured Transaction 2609-1 CRE
Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/2393731.5



INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM
DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,060
IN EXCESS THEREOF.

ge

Multibank Structured Transaction 2009-1 CRE
Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/239373 1.5



The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

Representations for Rule 144A Securities
to be included in DTC Letter of Representations

Multibank 2009-1 CRE Venture, LLC

Name of Issuer and Co-issuer(s), if applicable

Purchase Money Note due 2013

Security Description including series designation, if applicable

Ss

CUSIP number(s) of the securities

1, Issuer represents that at the time of initial registration in the name of DTC’s nominee, Cede & Co., the
Securities were Legally or Contractually Restricted Securities,' eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and identified by a CUSIP or CINS identification number
that was different from any CUSIP or CINS identification numbergtysigned to any securities of the same class that
were not Legally or Contractually Restricted Securities. Issuer sMgl\ensure that a CUSIP or CINS identification
number is obtained for all unrestricted securities of the same clasy \pat is different from any CUSIP or CINS
identification number assigned to a Legally or Contractuaky Rs i
promptly in the event that it is unable to do so. Issu hat\thas agreed to comply with all applicable
information requirements of Rule 144A.

2. Issuer and Agent? acknowledge that, sd ¥ & Co. is adcard owner of the Securities, Cede &

Co. shall be entitled to all applicable voj
respect thereto. Issuer and Agent acl

Securities credited to its DTC accounts a Senefits of ownership of such Securities. Without
limiting the generality of the preceding sq acknowledge that DTC shall treat any Participant
having Securities credited ty ive distributions (and voting rights, if any) in
respect of the Securities, and sa , ing Securities. Issuer and Agent recognize
that DTC does not in any Qn shall not\hdve any responsibility to, monitor or ascertain the

offering documents. Multibank 2009-1 CRE Venture, LLC
By: Federal Deposit Insurance Corporation as

Receiver for Various Failed Financial Institutions.

___88 Sale Member and Manozer

Received and Accepted
THE DEPOSITORY TRUST COMPANY |

By:

Authorized Officer's Signature

By Robert W. McComis 4 {2010

Print Name & Date

A“Legaily Restricted Security” is security that is @ restricted securty. as defined in Rule [44(aX3i. A “Contractually Restricted Security" is a

security that upon issuance and continually thereafter can only be seid pursuant to Regulation § under the Securities Act, Rule 144A, Rule 144, of ina
transaction exempt fiom the regssization requrtements of the Secursties Act pursuant io Section 4 of the Secur:ties Act and not invotving any public offering
provided however. that once the secunty is sold pursuant (0 the provisions of Rule 144, including Rute 144() 1). it will thereby cease to be a “Contractuaily

iho, im order for 2 depositary receipt to be considered a “Legally of Contractuaily Restricted Security,” the
‘ontractually Restricted Seeunty

Resineted Security” For purposes of dus de!
underlying securty must aiso be a “Legaliy o:

in the DIC Letter of

Agent” shati be defined as Depositary, Trustee, Trust Compariy, Transier Agent or Paying Agent as such definition appi
Representations to which this ridet may be appended

@ wee.

The Depository Trust &
Clearing Corporation 144A Rider 06-2009


8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS
NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION
7701(A)(30) OF THE CODE) MAY RESULT IN THE IMPOSITION OF USS.
FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN
RESPECT OF THIS PURCHASE MONEY NOTE.

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM
DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000

IN EXCESS THEREOF.

Multibank Structured Transaction 2009-1 CRE 4
Temporary Global Purchase Money Note Reg S A-3
468-003/M1SC/2424824.4



The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

Representations for Regulation S Securities
to be included in DTC Letter of Representations

Multibank 2009-1 CRE Venture, LLC

Name of Issuer and Co-Issuer(s) if applicable

Purchase Money Note due 2013

Security Description including series designation if applicable

a

CUSIP Number(s) ef the Securities

1 Issuer represents that at the time of initial registration in the name of DTC’s nominee, Cede
& Co., the Securities were Legally or Contractually Restricted\Securities,' and were eligible for transfer
under Regulation S under the Securities Act of 1933, as amendeX (the “Securities Act”), and identified by
a CUSIP or CINS identification number that was different fromny CUSIP or CINS identification number
assigned to any securities of the same class that were Wr Contractually Restricted Securities.
Issuer shall ensure that a CUSIP or CINS identify tained for all unrestricted securities
of the same class that is different from any C! Non number assigned to a Legally or
Contractually Restricted Security of such classyak 'y DTC )sydmptly in the event that it is unable
to do so.

dong as Cede & Co. is a record owner of the

2 Issuer and Agent” aq
Sting rights and receive the full amount of all

Securities, Cede & Co. shall be entit
distributions payable with
Participant (“Participant”)

ownership of such Securitid ity of the preceding sentence, Issuer and Agent
acknowledge that DTC shall curities credited to its DTC accounts as entitled
to receive distributions (and v pect of the Securities, and to receive from DTC
certificates evidencing Securitie: A Sent recognize that DTC does not in any way undertake to.

Securities with any of the provisions: (a)0f2 144A; (b) of other exemptions from registration under the
Securities Act or any other state or federal securities laws; or (c) of the offering documents.

‘A “Legally Restricted Security” is a security that is a restricted security, as defined in Rule 144(a\(3), A “Contractuaily
Restricted Security” is a security that upon issuance and continually thereafter can only be sold pursuant to Regulation $ under the
Securities Act, Ruie 144A, Rule 144, or in a transaction exempt from the registration requirements of the Securities Act pursuant to
Section 4 of the Securities Act and not invoiving any public offering: provided, however, that once the security is sold pursuant to the
provisions of Rule 144. including Rule 144(b¥1). it will thereby cease to be a“Contractually Restricted Security.” For purposes of this
definition. in order for a depositary receipt to be considered a “Legally or Contractuaily Restricted Security,” the underlying security
must also be a “Legally or Contractually Restricted Security.”

* Agent shail be defined as Depositary, Trustee, Trust Company or Paying Agent as such definition applies in the DTC
Letter of Representations to which this rider may be appended.

@ orec.

The Depository Trust &
Clearing Corporation Page 1 of 2 Regulation S Rider 11-2009


The Depository Trust Company

A subsidiary of the Depository Trust & Clearing Corporation

BLANKET ISSUER LETTER OF REPRESENTATIONS

(To be completed by Issuer and Co-lssuer(s), if applicable)

Multibank 2009-1 CRE Venture, LLC

(Name of Issuer and Co-Issuer(s), i applicable)

January 7, 2010

(Date)

Attention: Underwriting Department
The Depository Trust Company
55 Water Street, ISL
New York, NY 10041-0099
Ladies and Gentlemen:

This letter sets forth our understa issues (the “Securities”) that
Issuer shall request to be made eligible fd Trust Company (“DTC”).
Issuer is: (Note: Issuer shall repr
frreerperated-int [formed unde the laws 0

To induce DTI@to-e i Q ible for deposit at DTC, and to act in
accordance with DTQ’s R Q jes, Issuer represents to DTC that issuer
will comply with the (od in DTC\s \Dperational Arrangements, as they may be
amended from time to \
Note: : Multibank 2009-1 CRE Venture, LLC
Schedule A contains statements th By: Federal Deposit Insurance Corporation as
believes accurately describe DTC, thgey Receiver for Various Failed Financial Institutions,
of effecting book-entry transfers of secum a5 SoleAdmntr And Manaver
distributed through DTC, and certain related
matters. By: ;

(Aathonzed Officer's Signature)

Received and Accepted Robert Memis

THE DEPOSITORY TRUST COMPANY (Print Name)

Manager, Capital Markets & Resolutions
cio Federal Deposit Insurance Corporation
550 17th Sueet. NW (Room F-7014)
__Washington, D.C. 2042

estate) (Country)

© Zip Casey

The Depository Inst &
Clearing Corporation RMalami@tdic.gov

(E-matt Address)

BLOR 03/25/08


The occurrence or continuance of any one or more of the following events,
whether such occurrence is voluntary or involuntary or comes about or is effected by
operation of Law or otherwise, shall constitute an “Event of Default” pursuant to this
Purchase Money Note:

(a) the occurrence of any “Event of Default,” as defined in the
Reimbursement, Security and Guaranty Agreement; or

(b) the Issuer (i) makes an assignment for the benefit of creditors; (ii)
files a voluntary petition for relief in any Insolvency Proceeding (as defined in the
Reimbursement and Security Agreement); (iii) is adjudged bankrupt or insolvent or there
is entered against the Issuer an order for relief in any Insolvency Proceeding; (iv) files a
petition or answer seeking for the Issuer any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any Law; (v) seeks, consents
to, or acquiesces in the appointment of a trustee, receiver or liquidator of the Issuer or of
all or any substantial part of the Issuer’s properties; Qa) files an answer or other pleading
admitting or failing to contest the material allegation§ df a petition filed against the Issuer
in any proceeding described in clauses (i) thro) ii) becomes unable to pay its
obligations (other than the Purchase Mone: le\s\a Purchase Money Note
i d within ten (10) Business
e passed following the
ganization,

Tr r similar relief under

Days) as they become due; or (viii) at
commencement of any genie g

Holder may, with the consent of the Purchase Money Notes Guarantor, and the Holder
shall, at the direction of the Purchase Money Notes Guarantor, in addition to any other
available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to
be immediately due and payable, together with any other amounts owed by the Issuer
pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid
principal amount of this Purchase Money Note and any other amounts owed by the Issuer
pursuant to this Purchase Money Note, shall forthwith become immediately due and
payable without the necessity of any presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived by the Issuer. If an Event of Default
specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith
automatically become immediately due and payable, both as to principal and as to any
other amounts owed by the Issuer pursuant to this Purchase Money Note, without any
action on the part of the Holder and without the consent of the Purchase Money Notes
Guarantor.

Multibank Structured Transaction 2009-1 CRE 7
‘Temporary Global Purchase Money Note Reg S A-I
468-003/AGR/2420887,5



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

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

(iii) agrees to bring any suit, action or proceeding by the Issuer,
each Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating
to, or in connection with this Purchase Money Note or any Ancillary Document in only
either the United States District Court for the Southern District of New York or the
United States District Court for the District of Columbia, and waives any right to remove
or transfer such suit, action or proceeding to any other court or dispute-resolution forum
without the consent of the FDIC Holder, and agrees to consent thereafter to transfer of the
suit, action or proceeding to either the United States District Court for the Southern
District of New York or the United States District Court for the District of Columbia at
the option of the FDIC Holder; and

District Court for the Southern
for the District of Columbia

(iv) agrees, if the United St
District of New York and the United States D!

both lack jurisdiction to hear a suit, actiop ling within paragraph (a)(iii
above, to bring that suit, action or proc veme Court of the State of
New York, and waives any right to remove e action or proceeding to
any other court or dispute-resol R 2 the FDIC Holder.

(b) f 8a on-FDIC Holder, on behalf of itself

entered against it in anh
be enforced in any coui

(c) to the pyovisions of paragraph (d), each of the Issuer and

a iliates, hereby irrevocably and unconditionally
agrees that service of all writs, phe id summonses in any suit, action or proceeding
pursuant to paragraph (a) or paragraph (b) above may be effected by the mailing of
copies thereof by registered or certified mail, postage prepaid, to it at its address for
notices set forth in this Purchase Money Note (with copies to such other Persons as
specified herein); provided, however, that nothing contained in this paragraph (c) shall
affect the right of any party to serve process in any other manner permitted by Law.

(d) —_ Nothing in paragraph (a), paragraph (b) or paragraph (c) above

shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly
provided in paragraph (a)(iii) and paragraph (a)(iv) above, or in any way limit the FDIC’s
right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or
proceeding against it in any forum.

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS

Mullibank Structured Transaction 2009-1 CRE sl
Temporary Global Purchase Money Note Reg $ A-3
468-003/MISC/2424824.4



paragraph), when delivered. In no event shall a voice mail message be effective as a
notice, communication or confirmation pursuant to this Purchase Money Note.

If to the Issuer, to:

Multibank 2009-1 CRE Venture, LLC
2450 Broadway, 6" Floor

Santa Monica, California 90404
Attention: Paul Fuhrman

Email: PFuhrman@colonyinc.com

with a copy to:

Colony Capital, LLC

660 Madison Avenue

New York, New York 10065
Attention: Ron Sanders, Esq.
Email: RSanders@colonyinc.c!

with copies to:

Senior Counsel

FDIC Legal Division

Litigation and Resolutions Branch, Receivership Section
Special Issues Unit

3501 Fairfax Drive (Room E-7056)

Arlington, VA 22226

Attention: David Gearin

Email Address: Dgearin@fdic.gov

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

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

Muttibank Structured Transaction 2009-1 CRE 9
Temporary Global Purchase Money Note Reg S A-2
468-003/MISC/2424809.4



Payments on this Purchase Money Note will be made by the Paying Agent by
wire transfer of immediately available funds to such account as may be specified from
time to time by the Holder to the Paying Agent in writing or, at the option of the Holder
hereof, by check to such address as the Holder shall have designated to the Paying Agent
in writing, in each case without the presentation or surrender of this Purchase Money
Note or the making of any notation hereon. Notwithstanding the foregoing, the final
payment on this Purchase Money Note will be made only upon presentation and
surrender of this Purchase Money Note at the office or agency maintained for that
purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of principal of,
or any other amount owed by the Issuer pursuant to, this Purchase Money Note becomes
due and payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day.

This Purchase Money Note is limited in right of payment to certain collections
and recoveries respecting the Loans, all as more specifically set forth in the Custodial and
Paying Agency Agreement. As provided in the Cust@dial and Paying Agency
Agreement, deposits and withdrawals from the Accot may be made by the Paying
Agent from time to time for purposes other théq tistribyiions to the Holder.

ay be transferred only upon
surrender to the Paying Agent (with co ‘o the Issuer of the
requested transfer) of this Pure

endorsed by, or accompanied b efit of transferuly executed by, the

ized in writing. Upon surrender of this
ith the name, address and other
aN ‘

transfer, record the trangfe 4y Note and deliver the same to the
transferee. A transfer of\X
the transfer by the Paying »
whose name this Purchase e
Holder thereof for all purposes hi

or knowledge to the contrary.

¢ i$ registered shall be deemed the owner and
péid the Issuer shall not be affected by any notice

Upon request by a transferee of this Purchase Money Note that a new Purchase
Money Note be issued or upon receipt by the Issuer of evidence reasonably satisfactory to
it of the ownership of and the loss, theft, destruction or mutilation of this Purchase
Money Note and (a) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase
Money Note be issued or in the case of mutilation, upon surrender and cancellation of the
Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and
deliver, in lieu thereof, a new Purchase Money Note.

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat
the Person in whose name this Purchase Money Note is registered as the owner and
Holder hereof for all purposes, and none of the foregoing shall be affected by notice to
the contrary.

Multibank Structured Transaction 2009-1 CRE
Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4



|
i

Multibank Structured Transaction 2009-1 CRE
Execution Copy

THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR
PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT
GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT
REFERRED TO HEREIN.

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), ANY STATE SECURITIES LAWS IN THE UNITED
STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND THE
ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE “ANVESTMENT COMPANY
ACT”). THE HOLDER HEREOF, BY ITS ACCEPYANCE OF THIS PURCHASE
MONEY NOTE, REPRESENTS THAT IT HAS OB ED THIS PURCHASE
MONEY NOTE IN A TRANSACTION INC 'E WITH THE SECURITIES
ACT, THE INVESTMENT COMPANYA R APPLICABLE LAWS OF

A SN THE CUSTODIAL
AND PAYING AGENCY AGHERBA EN RE

MONEY NOTE (THE “CUST@O SIAL ANN RAYING AGENCY AGREEMENT’).
THE HOLDER HEREQE-BY IX ACCEPKANGK OF THIS PURCHASE MONEY
NOTE, FURTHER R. A IGE
WILL NOT REOFFE
PURCHASE MONEY
COMPLIANCE WITH

CAN : HST HEREIN) EXCEPT IN

ESACP, THE INVESTMENT COMPANY
LAWS OF ANY JURISDICTION AND IN
ACCORDANCE WITH THE JATIONS AND OTHER REQUIREMENTS
SPECIFIED IN THE CUSTODIA PAYING AGENCY AGREEMENT
REFERRED TO HEREIN (A) TO A TRANSFEREE (1) THAT IS A “QUALIFIED
PURCHASER” WITHIN THE MEANING OF SECTION 3(c)(7) OF THE
INVESTMENT COMPANY ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED PURCHASER, (2) THAT (1) WAS NOT
FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN
EACH BENEFICIAL OWNER OF THE PURCHASER IS A QUALIFIED
PURCHASER), (II) HAS RECEIVED THE NECESSARY CONSENT FROM ITS
BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE INVESTMENT
COMPANY FORMED BEFORE APRIL 30, 1996, (IH) IS NOT A BROKER-DEALER
THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN
U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A
PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN
IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS
APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE
MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS
Multibank Structured Transaction 2009-1 CRE

‘Temporary Global Purchase Money Note Reg S A-1
468-003/AGR/2420887.5



Payments on this Purchase Money Note will be made by the Paying Agent by
wire transfer of immediately available funds to such account as may be specified from
time to time by the Holder to the Paying Agent in writing or, at the option of the Holder
hereof, by check to such address as the Holder shall have designated to the Paying Agent
in writing, in each case without the presentation or surrender of this Purchase Money
Note or the making of any notation hereon. Notwithstanding the foregoing, the final
payment on this Purchase Money Note will be made only upon presentation and
surrender of this Purchase Money Note at the office or agency maintained for that
purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of principal of,
or any other amount owed by the Issuer pursuant to, this Purchase Money Note becomes
due and payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day.

This Purchase Money Note is limited in right of payment to certain collections
and recoveries respecting the Loans, all as more specifically set forth in the Custodial and
Paying Agency Agreement. As provided in the Custg@qial and Paying Agency
Agreement, deposits and withdrawals from the Acco may be made by the Paying
Agent from time to time for purposes other th; ions to the Holder.

ay be transferred only upon
surrender to the Paying Agent (with co! to the Issuer of the
requested transfer) of this Purchase

endorsed by, or accompanied b

Purchase Money Note gg
information for noticed
transfer, record the trai

the transfer by the Paying Ws
whose name this Purchase
Holder thereof for all purposes hereof.
or knowledge to the contrary.

dd the Issuer shall not be affected by any notice

Upon request by a transferee of this Purchase Money Note that a new Purchase
Money Note be issued or upon receipt by the Issuer of evidence reasonably satisfactory to
it of the ownership of and the loss, theft, destruction or mutilation of this Purchase
Money Note and (a) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase
Money Note be issued or in the case of mutilation, upon surrender and cancellation of the
Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and
deliver, in lieu thereof, a new Purchase Money Note.

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat
the Person in whose name this Purchase Money Note is registered as the owner and
Holder hereof for all purposes, and none of the foregoing shall be affected by notice to
the contrary.

Multibank Structured Transaction 2009-1 CRE 6
Temporary Globat Purchase Money Note Reg S A-1
468-003/AGR/2420887.5



OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION AND (V)
AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE
TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 1444 UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE (1)
THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN
OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT AND (2) THAT IS NOT A “U.S.
RESIDENT” WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT
AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A PRINCIPAL
AMOUNT OF NOT LESS THAN U.S.$500,000 FOR THE PURCHASER AND FOR
EACH ACCOUNT FOR WHICH IT IS ACTING. 'H PURCHASER OR
TRANSFEREE OF THIS PURCHASE MONEY NOKA WILL BE DEEMED TO HAVE

THIS PURCHASE MONEY NO RABLE EXCEPT IN
ACCORDANCE WITH THE R DESCRIBED NSREIN AND IN THE
CUSTODIAL AND PAYING A A ENT. ANY SALE OR TRANSFER, j
IN VIOLATION OF T! RN OF NO FORCE AND EFFECT, |

WILL BE VOID AB
RIGHTS TO THE T.
THE CONTRARY TO
INTERMEDIARY. EA
AGREES TO PROVIDE

DING ANY INSTRUCTIONS TO
ING AGENT OR ANY

R-OE-THIS PURCHASE MONEY NOTE

IE TRANSFER RESTRICTIONS SET FORTH
HEREIN AND IN THE CUS D PAYING AGENCY AGREEMENT TO
THE TRANSFEREE. IN ADDI O THE FOREGOING, THE ISSUER HAS THE
RIGHT, UNDER THE CUSTODIAL AND PAYING AGENCY AGREEMENT, TO
COMPEL ANY OWNER OF A BENEFICIAL INTEREST IN THIS PURCHASE
MONEY NOTE THAT IS A NON-PERMITTED HOLDER (AS DEFINED IN THE
CUSTODIAL AND PAYING AGENCY AGREEMENT) TO SELL ITS INTEREST IN
THE PURCHASE MONEY NOTES, OR MAY SELL SUCH INTEREST ON BEHALF
OF SUCH OWNER.

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS
PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF, ANY PERSON ACQUIRING THIS PURCHASE
MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY OF THE PAYING AGENT.

Multibank Structured Transaction 2009-1 CRE 2
Temporary Global Purchase Money Note Reg $ A-l
468-003/AGR/2420887.5



PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL
BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

On or after the 40th day after January 7, 2010, interests in this Temporary
Regulation S Global Note may be exchanged (free of charge) for interests in a permanent
Regulation S Global Note. The permanent Regulation S Global Note shall be so issued
and delivered in exchange for only that portion of this Temporary Regulation S Global
Note in respect of which there shall have been presented to the Depository by Euroclear
or Clearstream a certification to the effect that it has received from or in respect of a
person entitled to a beneficial interest (as shown by its records) a certification that the
beneficial interests in such Temporary Regulation S Global Note are owned by persons
who are not U.S. Persons.

On an exchange of the whole of this Temporary Regulation S Global Note, this
Temporary Regulation S Global Note shall be surrendered to the Depository at its office.
On an exchange of only part of this Temporary Regulation S Global Note, details of such
exchange shall be entered by or on behalf of the Issuéy \n Schedule A hereto. If,
following the issue of a permanent Regulation S Global Note in exchange for some of the

Te a ulation S Global Note, further
paragraph, such exchange
tion § Global Note, by the

may be effected, without the issue of aXex
Issuer or the Depository endorsing

Interests in this
corresponding Rule 14
case subject to the restric’
Agreement.

This Global Note is subjec datory exchange for the corresponding
Certificated Notes under the limited circumstances set forth in the Custodial and Paying
Agency Agreement.

Upon redemption, repayment, exchange of or increase in any interest represented
by this Global Note, this Global Note shall be endorsed on Schedule A hereto to reflect
the reduction of or increase in the principal amount evidenced hereby.

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

No service charge shall be made for registration of transfer or exchange of this
Purchase Money Note, but the Paying Agent may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

Multibank Structured Transaction 2009-1 CRE 12
Temporary Global Purchase Money Note Reg $ A-2
468-003/MISC/2424809.4



EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY
NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION
AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF
THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A
PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A
FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY
FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION,
HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS
HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY
INTEREST HEREIN) WILL NOT CONSTITUTE RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTIO! 6 OF ERISA OR SECTION
4975 OF THE CODE (OR, IN THE CASE O: GN, GOVERNMENTAL OR
CHURCH PLAN, A VIOLATION OF AN IALLY SIMILAR FOREIGN,

HEREIN, UNLESS T!
AUTHORIZED REP.

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS PURCHASE MONEY
NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY
CONTACT THE FEDERAL DEPOSIT INSURANCE CORPORATION AT 550 17TH
STREET, N.W., ROOM F-7014, WASHINGTON, D.C. 20429, ATTENTION: RALPH
MALAMI, AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND
THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE.

THE FAILURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE
PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX
CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-
9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS
A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30)
OF THE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-

Multibank Structured Transaction 2009-1 CRE 3
Temporary Global Purchase Money Note Reg § A-3
468-003/MISC/2424824.4



IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
or in facsimile, by its Initial Member as of the date first shown above.

Multibank 2009-1 CRE Venture, LLC

By: Federal Deposit Insurance Corporation, as
Receiver for various failed financial institutions
listed on Schedule B hereto, as Initial Member

By
Name: Ralph Malami
Title: Attorney-in-Fact

ge

[Signature Page to Global Purchase Money Note Rule 144A (A-3)]

Multibank Structured Transaction 2009-1 CRE
Global/Un-certificated Purchase Money Note Rule (444 A-3
468-003/AGR/2424829



NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A
PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A
FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY
FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION,
HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS
HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY
INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE (OR, IN THE CASE OF A FOREIGN, GOVERNMENTAL OR
CHURCH PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR FOREIGN,
FEDERAL, STATE OR LOCAL LAW).

ANY TRANSFER, PLEDGE OR OTHER USB\OF THIS PURCHASE MONEY
NOTE FOR VALUE OR OTHERWISE BY O ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HERE CO., HAS AN INTEREST

HEREIN, UNLESS THIS PURCHASE, Y PRESENTED BY AN
AUTHORIZED REPRESENTATIVE Y TRUST
COMPANY(“DTC”), NEW YOR UER OR ITS AGENT
FOR REGISTRATION OF TR ENT AND ANY
PURCHASE MONEY NOTE IB GISTERED IN THE NAME OF CEDE &
CO. OR OF SUCH OTH STED BY AN AUTHORIZED

& CO.).

FOR THE PURPOSKS OF SKC 72, 1273 AND 1275 OF THE
INTERNAL REVENUE COQK OF 198§, AS AMENDED, THIS PURCHASE MONEY

ror AL ISSUE DISCOUNT. YOU MAY

CONTACT THE FEDERAL DEPOSHT INSURANCE CORPORATION AT 550 17TH
STREET, N.W., ROOM F-7014, WASHINGTON, D.C. 20429, ATTENTION: RALPH
MALAMI, AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND
THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE.

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

Multibank Structured Transaction 2009-1 CRE 3
Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/2393731.5



The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

Representations for Regulation S Securities

to be included in DTC Letter of Representations
Multibank 2009-1 CRE Venture, LLC

Name of Issuer and Co-Issuer(s) if applicable

Purchase Money Note due 2012

Security Description including series designation if applicable

a

CUSIP Number(s) of the Securities

THE FOLLOWING APPLIES ONLY TO CATEGORY 3 REGULATION S SECURITY ISSUANCES:
(NOTE: ISSUER SHALL CROSS OUT ITEM 3 IF NOT APPLICABLE.)

3 Regulation S securities as defined in
at, with respect to Securities that are
ntified by a separate CUSIP or CINS

3. Issuer represents that the Securities are Categ

Rule 903 of the Securities Act of 1933. Issuer has
eligible for transfer pursuant to Regulation S, which
identification number (the “Regulation S Securipés'
deliveries via DTC's Deposit/Withdrawal
maintained by banks that act as depositaries fo
February 16, 2019

(NOTE: Do Not LEAVE BLANI : LeNDAR DATE OWEVENT IS REQUIRED)

stem in Participant accounts
anonyme and Euroclear) until

such notice is in DTC’s possesvii ect6sef business two business days prior to the date
“Tf sent by email, such notice shall be sent to
notice shall be sent to (212) 855-3274 or (212) 855-5004.

Multibank 2009-1 CRE Venture, LLC
By: Federal Deposit Insurance Corporation as
Receiver for Various Failed Financial Institutions,

as Sole Mgapber and Manager

specified for elimination of

za Ticcner
. »y.__|

Received and Accepted ¥ Authorized Officer's Signature
THE Depository TRUST COMPANY Robert W. Me Coms ‘lo

Print Name & Date
By: a

Corlssuer, if applicable
By:

Authorized Officer's Signature

@ ovec. ;

The Depository Trust &
Clearing Corporation Page 2 of 2 Requiation $ Rider 11-2009

Print Name & Date


PURCHASE MONEY NOTE

Certificate No.: NT CL A-1 REGS
ISIN No.:
CUSIP No.:

$0 January 7, 2010

FOR VALUE RECEIVED, Multibank 2009-1 CRE Venture, LLC, a Delaware
limited liability company (herein referred to as the “Issuer”), hereby unconditionally
promises to pay to the order of Cede & Co., or its successors and registered assigns, the
principal sum of $0 (Zero and 00/100 United States Dollars) (or such other amount as
shall be the outstanding principal amount of this Purchase Money Note shown on
Schedule A hereto). No interest shal! accrue on the outstanding principal amount of this
Purchase Money Note. The entire outstanding princigal amount of this Purchase Money
Note shall be due and payable on January 7, 2012 (the\Maturity Date”) or such earlier
date as such amount shall become due and pay;
Money Note.

the United States of America as at the tims¢ Snt i ender for payment of
public and private debts. All pafme i
Money Note shall be subject to|the pri ents set forth in Section 5.1 of the
Custodial and Paying Agen e af January 7, 2010 by and among the
any capacity, the “FDIC”), in its

restated from time to time, and incindin any substantially similar agreement entered into
by Issuer and any new or successor custodian and paying agent, the “Custodial and
Paying Agency Agreement”). This Purchase Money Note is subject to all terms of the
Custodial and Paying Agency Agreement. Unless otherwise defined herein, capitalized
terms used in this Purchase Money Note have the meanings provided in, or by reference
in, the Custodial and Paying Agency Agreement.

This Purchase Money Note may not be prepaid, in whole or in part, without the
prior written consent of the Purchase Money Notes Guarantor. Any amount repaid or
prepaid pursuant to this Purchase Money Note may not be reborrowed.

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

Multibank Structured Transaction 2009-1 CRE 5
Temporary Global Purchase Money Note Reg  A-1
468-003/AGR/2420887.5



The Depository Trust Company

A subsidiary of the Depository Trust & Clearing Corporation

BLANKET ISSUER LETTER OF REPRESENTATIONS

(To be completed by Issuer and Co-Issuer(s), if applicable)

Multibank 2009-1 CRE Venture, LLC

(Name of Issuer and Co-Issuer(s), if applicable)

January 7, 2010
(Date)

Attention: Underwriting Department
The Depository Trust Company
55 Water Street, ISL

New York, NY 10041-0099

Ladies and Gentlemen:

To induce DT? AC, itds ible for deposit at DTC, and to act in
i Issuer represents to DTC that issuer
will comply with the\requirements sty in DTC\s\Dperational Arrangements, as they may be

amended from time to
ply yours,

Note ; Multibank 2009-t CRE Venture, LLC

Schedule A contains statements th By: Federal Deposit Insurance Corporation as
believes accurately describe DTC, thers Receiver for Various Failed Financial Institutions,
of effecting book-entry transfers of secur as Sole M id Manager

distributed through DTC, and certain related |

matters. By:

(Auchonzed Officer's Signature)

Received and Accepted Roveyt W. McComis

THE DEPOSITORY TRUST COMPANY (Print Name)

Manager, Capital Markets & Resolutions
cio Federal Deposit Insurance Corporation
550 17th Street, NW (Room F-7014)
_____. Washington, D.C. 2042
Cty (State) (Counuy}

_ (202) 848-

(Phone Number)

The Depositary Trest &
Clearing Corporation RMalami@fdic gov

sE-inadl Address}

BLOR 03/25/08


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
or in facsimile, by its Initial Member as of the date first shown above.

Multibank 2009-1 CRE Venture, LLC

By: Federal Deposit Insurance Corporation, as
Receiver for various failed financial institutions
listed on Schedule B hereto, as Initial Member

By:
Name: Ralph Malami
Title: Attorney-in-Fact

—

{Signature Page to Global Purchase Money Note Ruie 144A (A-2)]

Multibank Structured Transaction 200-1 CRE
Global/Un-certificated Purchase Money Note Rule 144A A-2
468 -000/AGR/2424828



paragraph), when delivered. In no event shall a voice mail message be effective as a
notice, communication or confirmation pursuant to this Purchase Money Note.

If to the Issuer, to:

Multibank 2009-1 CRE Venture, LLC
2450 Broadway, 6" Floor

Santa Monica, California 90404
Attention: Paul Fuhrman

Email: PFuhrman@colonyinc.com

with a copy to:

Colony Capital, LLC
660 Madison Avenue
New York, New York 10065
Attention: Ron Sanders, Esq.
Email: RSanders@colonyinc.

and if to the Holder hereof, to:

c/o Federal Depd
550 17th Street,

with copies to:

Senior Counsel

FDIC Legal Division

Litigation and Resolutions Branch, Receivership Section
Special Issues Unit

3501 Fairfax Drive (Room E-7056)

Arlington, VA 22226

Attention: David Gearin

Email Address: Dgearin@fdic.gov

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

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

Multibank Structured Transaction 2009-1 CRE
Global/Un-certificated Purchase Money Note Rule 144A A-2
468-003/AGR/2424828.4



INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM
DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000
IN EXCESS THEREOF.

ge

Multibank Structured Transaction 2009-1 CRE 4
Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4



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

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

(iii) agrees to bring any suit, action or proceeding by the Issuer,
each Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating
to, or in connection with this Purchase Money Note or any Ancillary Document in only
either the United States District Court for the Southern District of New York or the
United States District Court for the District of Columbia, and waives any right to remove
or transfer such suit, action or proceeding to any other court or dispute-resolution forum
without the consent of the FDIC Holder, and agrees to consent thereafter to transfer of the
suit, action or proceeding to either the United States District Court for the Southern
District of New York or the United States District Court for the District of Columbia at
the option of the FDIC Holder; and

(iv) agrees, if the United Sta\ek District Court for the Southern
District of New York and the United States D for the District of Columbia

both lack jurisdiction to hear a suit, actiop iling within paragraph (a)(iii)
above, to bring that suit, action or procge: reme Court of the State of
New York, and waives any right to remove sie K, action or proceeding to
any other court or dispute-resol 2 the FDIC Holder.

(b) on-FDIC Holder, on behalf of itself
and its Affiliates, herely lly agrees that any final judgment

entered against it in any ¢ui i izg within paragraph (a) above may
be enforced in any coun 4 JON

(c) to the pxovisions of paragraph (d), each of the Issuer and
each Holder, on behalf of its: ad its Affiliates, hereby irrevocably and unconditionally
agrees that service of all writs, p id summonses in any suit, action or proceeding

pursuant to paragraph (a) or paragraph (b) above may be effected by the mailing of
copies thereof by registered or certified mail, postage prepaid, to it at its address for
notices set forth in this Purchase Money Note (with copies to such other Persons as
specified herein); provided, however, that nothing contained in this paragraph (c) shall
affect the right of any party to serve process in any other manner permitted by Law.

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

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS

Multibank Structured Transaction 2009-1 CRE 1
‘Temporary Global Purchase Money Note Reg $ A-1
468-003/AGR/2420887.5



The terms of this Purchase Money Note may be amended from time to time only
by the written agreement of the Issuer and the Holder, subject in all instances to the terms
of the Purchase Money Notes Guaranty.

In any case in which consent of the Holder is required pursuant to the terms of
this Purchase Money Note, such consent shall be governed by the provisions of the
Custodial and Paying Agency Agreement.

This Purchase Money Note and the rights and the duties of the Issuer and the
Holder pursuant to this Purchase Money Note shall be governed by and construed in
accordance with federal law, but if federal law does not provide a rule of decision, it shall
be governed by and construed in accordance with the law of the State of New York,
excluding any conflict of laws rule or principle that might refer the governance or the
construction of this Purchase Money Note to the law of another jurisdiction.

(a) Each of the Issuer and each Hj
FDIC; any Holder that is not the FDIC, a “Non-FDI
its Affiliates, irrevocably and unconditionally;

ler (if such Holder is not the
older”), on behalf of itself and

(i) consents tothe jun the United States District
Court for the Southern District of Ne’ j iction of the United States
District Court for the District of Columbis

such suit, action or proceeding to
je court in which the FDIC Holder files

States District Court for the Southern District of New York or the United States District
Court for the District o Columbia; or

(C) assert that the United States District Court for the
Southern District of New York or the United States District Court for the District of
Columbia is an inconvenient forum.

(ii) consents to the jurisdiction of the Supreme Court of the
State of New York for any suit, action or proceeding against it or any of its Affiliates
commenced by the FDIC Holder arising out of, relating to, or in connection with this
Purchase Money Note or any Ancillary 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 foram without the consent of the FDIC Holder;

Multibank Structured Transaction 2009-1 CRE 10
Temporary Global Purchase Money Note Reg S A-2
468-003/MISC/2424809.4



SCHEDULE B

LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS

Bank Name
Columbian Bank and Trust
Integrity Bank

Silver State Bank

Alpha Bank and Trust ‘Alpharetta 10018 October 24, 2008
Freedom Bank Bradenton 10019 October 31, 2008
Security Pacific Bank : ‘Los. Angeles CA 10020 November 7, 20 2008
Houston ‘TX :
_ ‘Loganville’ A

First Georgia Community 10025 December 5, 2008

Bank Jack:

Sanderson State Bank mf } 10026 December 12, 2008
‘Haven Trust Bank _ GA \\0027 December

Bank of Clark Coury — wa Neo J

1% Centennial Bank| ~ : 10030 January 23, 2009

10031 January 30, 2009

Ocala Natidy Bank \X8calg FL: 10032 January 30,2009
FirstBank Finds 10036 February 6, 2009
Services
Combelt Bank and / - L 10037 February 13, 2009
Riverside Bank of the Gulf Cone Coral FL 10038 February 13, 2009
Silver Falls Bank “Silverton OR 10041 February 20,2009
Security Savings Bank ‘Henderson 10043 February 27, 2009
FirstCity Bank Stockbridge : 10047 ‘March 20, 2009 -
Omni National Bank ‘Atlanta i '
Integrity Bank 10095 | uly. 31, 2009

Multibank Structured Transaction 2009-1 CRE B-1

Global/Un-certificated Purchase Money Note Rule 144A A-2
468-003/AGR/2424828.4



paragraph), when delivered. In no event shall a voice mail message be effective as a
notice, communication or confirmation pursuant to this Purchase Money Note.

If to the Issuer, to:

Multibank 2009-1 CRE Venture, LLC
2450 Broadway, 6” Floor

Santa Monica, California 90404
Attention: Paul Fuhrman

Email: PFuhrman@colonyinc.com

with a copy to:

Colony Capital, LLC

660 Madison Avenue

New York, New York 10065
Attention: Ron Sanders, Esq.
Email: RSanders@colonyinc.c

c/o Federal Depq

550 17th Street,
Room F) 4
Washington, D:

with copies to:

Senior Counsel

FDIC Legal Division

Litigation and Resolutions Branch, Receivership Section
Special Issues Unit

3501 Fairfax Drive (Room E-7056)

Arlington, VA 22226

Attention: David Gearin

Email Address: Dgearin@fdic.gov

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

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

Multibank Structured Transaction 2009-1 CRE 9
‘Temporary Global Purchase Money Note Reg S A-3
468-003/MISC/2424824.4


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
or in facsimile, by its Initial Member as of the date first shown above.

Multibank 2009-1 CRE Venture, LLC

By: Federal Deposit Insurance Corporation, as
Receiver for various failed financial institutions
listed on Schedule B hereto, as Initial Member

By;
Name: Ralph Malami
Title: Attorney-in-Fact

—

[Signature Page to Global Purchase Money Note Rule 144A (A-1)}

Multibank Structured Transaction 2000-1 CRE
Giohal/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/2393731



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

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

(iii) agrees to bring any suit, action or proceeding by the Issuer,
each Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating
to, or in connection with this Purchase Money Note or any Ancillary Document in only
either the United States District Court for the Southern District of New York or the
United States District Court for the District of Columbia, and waives any right to remove
or transfer such suit, action or proceeding to any other court or dispute-resolution forum
without the consent of the FDIC Holder, and agrees to consent thereafter to transfer of the
suit, action or proceeding to either the United States District Court for the Southern
District of New York or the United States District Court for the District of Columbia at
the option of the FDIC Holder; and

District Court for the Southern
for the District of Columbia

(iv) agrees, if the Unjted Stal
District of New York and the United States Di:

both lack jurisdiction to hear a suit, actio ling within paragraph (a)(iii)
above, to bring that suit, action or proc€ed¢ Q eme Court of the State of

any other court or dispute-resolyf

(b) E ach Non-FDIC Holder, on behalf of itself
and its Affiliates, herel i 3
entered against it in an
be enforced in any cou!

isions of paragraph (d), each of the Issuer and
iliates, hereby irrevocably and unconditionally
agrees that service of all writs, pr d summonses in any suit, action or proceeding
pursuant to paragraph (a) or paragraph (b) above may be effected by the mailing of
copies thereof by registered or certified mail, postage prepaid, to it at its address for
notices set forth in this Purchase Money Note (with copies to such other Persons as
specified herein); provided, however, that nothing contained in this paragraph (c) shall
affect the right of any party to serve process in any other manner permitted by Law.

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

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS

Multibank Structured Transaction 2009-1 CRE ll
Temporary Global Purchase Money Note Reg S A-2
468-003/MISC/2424809.4



The Depository Trust Company

A subsidiary of the Depository Trust & Clearing Corporation

BLANKET ISSUER LETTER OF REPRESENTATIONS

(To be completed by Issuer and Co-issuer(s), if applicable)

Multibank 2009-1 CRE Venture, LLC

(Name of Issuer and Co-Issuer(s), if applicable)

January 7, 2010

(Date
Attention: Underwriting Department
The Depository Trust Company
55 Water Street, ISL
New York, NY 10041-0099
Ladies and Gentlemen:

This letter sets forth our understg é x issues (the “Securities”) that
Issuer shall request to be made eligible fd ary Trust Company (“DTC”).
Issuer is: (Note: Issuer shall rep
fineorpereted-in} [formed und:

To induce D’ ible for deposit at DTC, and to act in
accordance with DT , Issuer represents to DTC that issuer
will comply with the' ate s\Operational Arrangements, as they may be
amended from time to

rfly yours,
Note: Multibank 2009-1 CRE Venture. LLC
Schedule A contains statements the By: Federal Deposit Insurance Corporation as

: Receiver for Various Failed Financial institutions,
of effecting book-entry transfers of securithe as Sole MénlbYint Alene .
distributed through DTC, and certain related

matters. By

(Authorized Officer's Signature)

Received and Accepted Robert W. Meflomus
THE DEPOSITORY TRUST COMPANY {Print Name)

Manager, Capital Markets & Resolutions
c/a Federal Deposit Insurance Corporation
550 17th Street, NW (Room F-7014)

_..... Washington, D.C. 20429-0002
iCyy Si
@ one.

«Counuy)
The Depository Trust &
Clearing Corporation RMalamia@tdic.gov

(Eomai! Address)

BLOR 02/25/08


by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (iii) if
delivered by electronic mail (which form of delivery is subject to the provisions of this
paragraph), when delivered. In no event shall a voice mail message be effective as a
notice, communication or confirmation pursuant to this Purchase Money Note.

If to the Issuer, to:

Multibank 2009-1 CRE Venture, LLC
2450 Broadway, 6" Floor

Santa Monica, California 90404
Attention: Paul Fuhrman

Email: PFuhrman@colonyinc.com

with a copy to:

Colony Capital, LLC
660 Madison Avenue
New York, New York 10065
Attention: Ron Sanders, Es
Email: RSanders@colony#

and if to the Holder here

Washingtd

with copies to:

Senior Counsel

FDIC Legal Division

Litigation and Resolutions Branch, Receivership Section
Special Issues Unit

3501 Fairfax Drive (Room E-7056)

Arlington, VA 22226

Attention: David Gearin

Email Address: Dgearin@fdic.gov

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

Multibank Structured Transaction 2009-1 CRE. 9
Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/2393731.5



SCHEDULE A

SCHEDULE OF EXCHANGES OR REDEMPTIONS

The following exchanges, redemptions, repayments of or increase in the whole or a part of the
Purchase Money Notes represented by this Global Note have been made:

Date exchange/
redemption/repaymen/
increase made

Original principal
amount of this
Global Note

Part of principal amount of |
this Global Note
exchanged/redeemed/
repaid/increased

Remaining Principal
amount of this Global
Note following such
exchange/redemption/
repayment/increase

‘Notation made by
or on behalf of the
Issuer

A
\\
\

)\

Z

x

I

\\

468-003/MISC/2424809.4

Multibank Structured Transaction 2009-1 CRE
Temporary Global Purchase Money Note Reg S A-2

Vv



The occurrence or continuance of any one or more of the following events,
whether such occurrence is voluntary or involuntary or comes about or is effected by
operation of Law or otherwise, shall constitute an “Event of Default” pursuant to this
Purchase Money Note:

(a) the occurrence of any “Event of Default,” as defined in the
Reimbursement, Security and Guaranty Agreement; or

(b) the Issuer (i) makes an assignment for the benefit of creditors; (ii)
files a voluntary petition for relief in any Insolvency Proceeding (as defined in the
Reimbursement and Security Agreement); (iii) is adjudged bankrupt or insolvent or there
is entered against the Issuer an order for relief in any Insolvency Proceeding; (iv) files a
petition or answer seeking for the Issuer any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any Law; (v) seeks, consents
to, or acquiesces in the appointment of a trustee, receiver or liquidator of the Issuer or of
all or any substantial part of the Issuer’s properties; (@) files an answer or other pleading
admitting or failing to contest the material allegationsof a petition filed against the Issuer
in any proceeding described in clauses (i) thr (i) becomes unable to pay its
obligations (other than the Purchase Mone; Purchase Money Note
:d within ten (10) Business

Days) as they become due; or (viii) at Idas
commencement of any proceedip ai

arrangement, composition, readf
any Law, and such proceeding
passed following the appoints

Holder may, with the consent of the Purchase Money Notes Guarantor, and the Holder
shall, at the direction of the Purchase Money Notes Guarantor, in addition to any other
available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to
be immediately due and payable, together with any other amounts owed by the Issuer
pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid
principal amount of this Purchase Money Note and any other amounts owed by the Issuer
pursuant to this Purchase Money Note, shall forthwith become immediately due and
payable without the necessity of any presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived by the Issuer. If an Event of Default
specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith
automatically become immediately due and payable, both as to principal and as to any
other amounts owed by the Issuer pursuant to this Purchase Money Note, without any
action on the part of the Holder and without the consent of the Purchase Money Notes
Guarantor.

Muttibank Structured Transaction 2009-1 CRE 7
Temporary Global Purchase Money Note Reg $ A-3
468-003/MISC/2424824.4



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

ge

Multibank Structured Transaction 2009-1 CRE 13
Temporary Global Purchase Money Note Reg S A-1
468-003/AGR/2420887.5



paragraph), when delivered. In no event shall a voice mail message be effective as a
notice, communication or confirmation pursuant to this Purchase Money Note.

If to the Issuer, to:

Multibank 2009-1 CRE Venture, LLC
2450 Broadway, 6" Floor

Santa Monica, California 90404
Attention: Paul Fuhrman

Email: PFuhrman@colonyinc.com

with a copy to:

Colony Capital, LLC

660 Madison Avenue

New York, New York 10065
Attention: Ron Sanders, Esq.
Email: RSanders@colonyinc.coy

and if to the Holder hereof, to:

with copies to:

Senior Counsel

FDIC Legal Division

Litigation and Resolutions Branch, Receivership Section
Special Issues Unit

3501 Fairfax Drive (Room E-7056)

Arlington, VA 22226

Attention: David Gearin

Email Address: Dgearin@fdic.gov

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

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

Multibank Structured Transaction 2009-1 CRE 9
‘Temporary Global Purchase Money Note Reg S A-I
468-003/AGR/2420887.5



PURCHASE MONEY NOTE

Certificate No.: NT CL A-2 144A
ISIN No.:
CUSIP No.:

$117,000,000 January 7, 2010

FOR VALUE RECEIVED, Multibank 2009-1 CRE Venture, LLC, a Delaware
limited liability company (herein referred to as the “Issuer”), hereby unconditionally
promises to pay to the order of Cede & Co., or its successors and registered assigns, the
principal sum of $117,000,000 (One Hundred Seventeen Million and 00/100 United
States Dollars) (or such other amount as shall be the outstanding principal amount of this
Purchase Money Note shown on Schedule A hereto). No interest shall accrue on the
outstanding principal amount of this Purchase MoneyNote. The entire outstanding
principal amount of this Purchase Money Note shall ke\due and payable on January 7,
2013 (the “Maturity Date”) or such earlier dafeas su jount shall become due and
payable pursuant to the terms of this Purchase

The principal of this Purchase
the United States of America as at the ti nder for payment of
public and private debts. All p: A a E pect to this Purchase
Money Note shall be subject to|the pri sf paxfnents set forth in Section 5.1 of the

Custodial and Paying Agen RT Hed as of January 7, 2010 by and among the
Issuer, the Federal Dey . any capacity, the “FDIC”), in its
corporate capacity, as thd 6ney Notes, the FDIC, as receiver
for various failed financia\ institutions ghedule B hereto (in its separate
capacities as the receiver receivership, the “Receiver’”), the
FDIC, as Receiver, as Colla Agent) pirsuant to the Reimbursement, Security and

restated from time to time, and inc! fg any substantially similar agreement entered into
by Issuer and any new or successor custodian and paying agent, the “Custodial and
Paying Agency Agreement”). This Purchase Money Note is subject to all terms of the
Custodial and Paying Agency Agreement. Unless otherwise defined herein, capitalized
terms used in this Purchase Money Note have the meanings provided in, or by reference
in, the Custodial and Paying Agency Agreement.

This Purchase Money Note may not be prepaid, in whole or in part, without the
prior written consent of the Purchase Money Notes Guarantor. Any amount repaid or
prepaid pursuant to this Purchase Money Note may not be reborrowed.

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

Multibank Structured Transaction 2009-1 CRE 5

Global/Un-certificated Purchase Money Note Rule 1444 A-2
468-003/AGR/2424828.4



The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

Representations for Rule 144A Securities

to be included in DTC Letter of Representations
Multibank 2009-1 CRE Venture, LLC

Name of Issuer and Co-Issuer(s), if applicable

Purchase Money Note due 2014

Security Description including series designation, if applicable

—,

CUSIP number(s) of the securities

1. Issuer represents that at the time of initial registration in the name of DTC’s nominee, Cede & Co., the
Securities were Legally or Contractually Restricted Securities,' eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and identified by a CUSIP or CINS identification number
signed to any securities of the same class that
nsure that a CUSIP or CINS identification
at is different from any CUSIP or CINS
curity of such class, and shall notify DTC
s agreed to comply with all applicable

were not Legally or Contractually Restricted Securities. Issuer shd
number is obtained for all unrestricted securities of the sgme clas
identification number assigned to a Legally or Contractual
promptly in the event that it is unable to do so. Issugete

. Issuer and Agent? acknowledge that, gas Cedd &Co. is a regdxd owner of the Securities, Cede &
Co. shalt be entitled to all applicable voy all distributions payable with
respect thereto. Issuer and Agent acknowledge all pe SPicipant (“Participant”) having,
Securities credited to its DTC accounts\a e Xenefits of ownership of such Securities. Without

limiting the generality of the precedi 3 acknowledge that DTC shall treat any Participant
having Securities credited tq a eNe distributions (and voting rights, if any) in
respect of the Securities, and vidsading Securities. Issuer and Agent recognize
that DTC does not in any w! @ any responsibility to, monitor or ascertain the
compliance of any transactiol j the provisions: (a) of Rule 144A; (b) of other
exemptions from registration unde ‘other state or federal securities laws; or (c) of the

offering documents. Multibank 2009-1 CRE Venture, LLC

ly yours, By: Federal Deposit Insurance Corporation as
Receiver for Various Failed Financial Institutions,

Received and Accepted ee
THE DEPOSITORY TRUST COMPANY

Authorized Officer's Signature

vy Rove w. MeComus 71 2010

Print Name & Date

on ‘ssuance and continually thereafter can only be Sold pursuant to Regulation S under the Sec
transacticn exempt trom the registration requirements of the Secunibes Act pursuant to Section 4 of the Securtiies Act
provided, however that once the security is sold pursuant to the provisions of Rule 14. ng Rule 144¢b¥ 1},
Restzicted Security ” For purposes of this definition, 1n order for a depositary receipt to be considered a “Legally or Contractually Resincted Secunty.” the
underlying security must also be a“ Legally or Contractually Restricted Seourtty

Agent” shall ne defined as Depositary, Trustee, Trust Company, Transfer Agent or Paying Agent as such definition apphes in the DFC Let

Representations ty which tis rier may be appended

@ once.

The Depository Trust &
Clearing Corporation 144A Rider 06-2009



8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS
NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION
7701(A)(30) OF THE CODE) MAY RESULT IN THE IMPOSITION OF U.S.
FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN
RESPECT OF THIS PURCHASE MONEY NOTE.

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM
DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000

IN EXCESS THEREOF.

Multibank Structured Transaction 2009-1 CRE 4
‘Temporary Global Purchase Money Note Reg $ A-1
468-003/AGR/2420887.5



IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
L or in facsimile, by its Initial Member as of the date first shown above.

Multibank 2009-1 CRE Venture, LLC

By: Federal Deposit Insurance Corporation, as
Receiver for various failed financial institutions
listed on Schedule B hereto, as Initial Member

Name: Ralph Malami
Title: Attorney-in-Fact

—

{Signature Page to Giobal Purchase Money Note Reg S (A-2)]

Muitibank Structured Transaction 2009-1 CRE
‘Temporary Global Purchase Money Note Reg $ A-2
468. 003/MISC/2424809



The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

Representations for Rule 144A Securities
to be included in DTC Letter of Representations

Multibank 2009-1 CRE Venture, LLC

Name of Issuer and Co-issuer(s), if applicable

Purchase Money Note due 2012

‘Security Description including series designation, if applicable

es

CUSIP number(s) of the securities

1. Issuer represents that at the time of initial registration in the name of DTC’s nominee, Cede & Co., the
Securities were Legally or Contractually Restricted Securities,’ eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and identified by a CUSIP or CINS identification number
that was different from any CUSIP or CINS identification number gSgigned to any securities of the same class that
were not Legally or Contractually Restricted Securities. Issuer shajI\ensure that a CUSIP or CINS identification
number is obtained for all unrestricted securities of the same clas\that is different from any CUSIP or CINS
identification number assigned to a Legally or Contractual! s ecurity of such class, and shall notify DTC
promptly in the event that it is unable to do so. Issu agreed to comply with all applicable
information requirements of Rule 144A.

Co. shalt be entitled to all tn vO} all distributions ns payable with
respect thereto. Issuer and Agent ackni gtcipant (“Participant”) having
Securities credited to its DTC accounts|as| entitled MONE nefits of ownership of such Securities. Without
limiting the generality of the pres a acknowledge that DTC shall treat any Participant

having Securities credited t Q s . cee distributions (and voting rights, if any) in
respect of the Securities, and

ions: (a) of Rule 144A; (b) of other
ther state or federal securities laws, or (c) of the

Multibank 2009-1 CRE Venture, LLC
By: Federal Deposit Insurance Corporation as
Receiver for Various Failed Financial Institutions,
as Sole Member and Manager —
V7 Tnewer

exemptions from registration un
offering documents.

Received and Accepted _
THE DEPOSITORY TRUST COMPANY |

Authorized Officer's Signature

By Robert W. MeComis ‘alto

Print Name & Date

‘omtractuaily Restricted Security” 1s
ities Act, Rule M44, Rule 144, or ma

secunty that upon issuance and con:
transaction exempt tom the regisiation requirernerts ofthe Secunties Act pursuant to Sesiion 4 ofthe Securities Act and not involving any pubic offer

provided. however. that once the security 1S sold pursuant 10 the provistons of Rule 44. including Rufe 144(b)(1), it will thereby cease 10 be a "Contractual
Resuicted Security” For purposes of this defimtion, sn order for a depositary receipt wo be considered a “Legally or Contractually Restricted Security
underlying security must also be a “Legelly or Contractuatly Restricted Security ”

he

? Agent” shat! be defined as Depositary, Trustee, Trust Company. Transter Agent or Paying Agent as such definition applies ia th

ns to which this rider may be appended

@ DTCC.

The Depository Trust &
Clearing Corporation 144A Rider 06-2009



If and to the extent the Purchase Money Notes Guarantor makes any payment to
the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the
Purchase Money Notes Guarantor shall be subrogated to all of the rights of the Holder
with respect to any claim to which such payment relates to the extent of such payment,
and the Holder, upon acceptance of any such payment, will be deemed to have assigned
to the Purchase Money Notes Guarantor any and all claims it may have against the Issuer
or others and for which the Holder receives payment from the Purchase Money Notes
Guarantor pursuant to the Purchase Money Notes Guaranty. Upon the request of the
Purchase Money Notes Guarantor, the Holder shall execute written assignments of such
claims.

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

Holder in exercising any right
waiver of such right or any other
er on any one occasion be

No delay, omission or waiver on the part of the
pursuant to this Purchase Money Note shall operate ay 4

deemed a bar to or waiver of the same or a eutt any future occasion. Except
as otherwise set forth herein, the rights g i older are cumulative and
not exclusive of any rights or remedies’ Nerwise have.

unconditional and shall not be affe iréumstance whatsoever, and the Issuer

hereby agrees to make, i tsmake, all payments pursuant to this
Purchase Money Note Ne C .
amount owed by the Is'
demand, counterclaim,
deferment, diminution, re

loney Note, without notice,
batement, suspension, limitation,

that the Issuer may have against the
Holder hereof or any other \bject in all respects to the priority of payment
set forth in Section 5.1 of the id Paying Agency Agreement, and the Issuer
hereby waives and agrees not to asserrany defense (other than payment in accordance
with the terms hereof), right of counterclaim, setoff or recoupment, or other right which it
may have against the Holder hereof or any other Person.

All notices, requests, demands, and other communications required or permitted
to be given or delivered under or by reason of the provisions of this Purchase Money
Note shall be 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 (a) actual receipt (or refusal thereof) by the relevant
party hereto and (b) (i) if delivered by hand or by nationally recognized courier service,
when signed for (or refused) by or on behalf of the relevant party hereto; ii) if delivered
by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (iii) if
delivered by electronic mail (which form of delivery is subject to the provisions of this

Muttibank Structured Transaction 2009-1 CRE 8
Temporary Global Purchase Money Note Reg S A-I
468-003/AGR/2420887.5



Documents or under any certificate or other writing delivered in connection therewith,
against the Paying Agent or the Servicer or any of their Affiliates.

Payments on this Purchase Money Note will be made by the Paying Agent by
wire transfer of immediately available funds to such account as may be specified from
time to time by the Holder to the Paying Agent in writing or, at the option of the Holder
hereof, by check to such address as the Holder shall have designated to the Paying Agent
in writing, in each case without the presentation or surrender of this Purchase Money
Note or the making of any notation hereon. Notwithstanding the foregoing, the final
payment on this Purchase Money Note will be made only upon presentation and
surrender of this Purchase Money Note at the office or agency maintained for that
purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of principal of,
or any other amount owed by the Issuer pursuant to, this Purchase Money Note becomes
due and payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day.

This Purchase Money Note is limited in right ayment to certain collections
and recoveries respecting the Loans, all as mo; ificylly set forth in the Custodial and
Paying Agency Agreement. As provided ip-the id Paying Agency

a transferred only upon
surrender to the Paying Agent ¢ itten notice to the Issuer of the

egistration and transfer, duly

information for notices of Ws the Paying Agent shall promptly register the
transfer, record the transfer i b

transferee. A transfer of this Pu ney Note shail be effective upon registration of
the transfer by the Paying Agent. Prior to registration of such a transfer, the Person in
whose name this Purchase Money Note is registered shall be deemed the owner and
Holder thereof for all purposes hereof, and the Issuer shall not be affected by any notice
or knowledge to the contrary.

Upon request by a transferee of this Purchase Money Note that a new Purchase
Money Note be issued or upon receipt by the Issuer of evidence reasonably satisfactory to
it of the ownership of and the loss, theft, destruction or mutilation of this Purchase
Money Note and (a) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase
Money Note be issued or in the case of mutilation, upon surrender and cancellation of the
Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and
deliver, in lieu thereof, a new Purchase Money Note.

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat
the Person in whose name this Purchase Money Note is registered as the owner and
Multibank Structured Transaction 2009-1 CRE

Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/239373 1.5


Payments on this Purchase Money Note will be made by the Paying Agent by
wire transfer of immediately available funds to such account as may be specified from
time to time by the Holder to the Paying Agent in writing or, at the option of the Holder
hereof, by check to such address as the Holder shail have designated to the Paying Agent
in writing, in each case without the presentation or surrender of this Purchase Money
Note or the making of any notation hereon. Notwithstanding the foregoing, the final
payment on this Purchase Money Note will be made only upon presentation and
surrender of this Purchase Money Note at the office or agency maintained for that
purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of principal of,
or any other amount owed by the Issuer pursuant to, this Purchase Money Note becomes
due and payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day.

This Purchase Money Note is limited in right of payment to certain collections
and recoveries respecting the Loans, all as more specifically set forth in the Custodial and
Paying Agency Agreement. As provided in the Cus!
Agreement, deposits and withdrawals from the Acco

ions to the Holder.

ay be transferred only upon
surrender to the ‘Paying Agent (with co: oO the Issuer of the

requested transfer) of this Purch; sch

registered holder hereof or its atto ized in writing. Upon surrender of this
Purchase Money Note 9s ith the name, address and other
information for notice: A ent shall promptly register the
transfer, record the trang ¢ Mandy Note and deliver the same to the
transferee. A transfer o ofe shall be effective upon registration of
the transfer by the Paying Agent. Pridy \o registration of such a transfer, the Person in

whose name this Purchase
Holder thereof for all purposes hexe
or knowledge to the contrary.

Ad the Issuer shall not be affected by any notice

Upon request by a transferee of this Purchase Money Note that a new Purchase
Money Note be issued or upon receipt by the Issuer of evidence reasonably satisfactory to
it of the ownership of and the loss, theft, destruction or mutilation of this Purchase
Money Note and (a) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase
Money Note be issued or in the case of mutilation, upon surrender and cancellation of the
Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and
deliver, in lieu thereof, a new Purchase Money Note.

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat
the Person in whose name this Purchase Money Note is registered as the owner and
Holder hereof for all purposes, and none of the foregoing shall be affected by notice to
the contrary.

Multibank Structured Transaction 2009-1 CRE 6
Temporary Global Purchase Money Note Reg $ A-2
468-003/MISC/2424809.4


SCHEDULE A

SCHEDULE OF EXCHANGES OR REDEMPTIONS

The following exchanges, redemptions, repayments of or increase in the whole or a part of the
Purchase Money Notes represented by this Global Note have been made:

Date exchange/ Original principal
redemption/repayment/ amount of this
increase made. Global Note

Part of principal amount of|
this Global Note
exchanged/redeemed/
repaid/increased

Remaining Principal
amount of this Global
Note following such
exchange/redemption/
repayment/increase

Notation made by
or on behalf of the
Issuer

A\
wN

Multibank Structured Transaction 2609-1 CRE

Global/Un-certificated Purchase Money Note Rule 144A A-2

468-003/AGR/2424828.4



8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS
NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION
7701(A)(30) OF THE CODE) MAY RESULT IN THE IMPOSITION OF U.S.
FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN
RESPECT OF THIS PURCHASE MONEY NOTE.

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM
DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000

IN EXCESS THEREOF.

Multibank Structured Transaction 2009-1 CRE 4
Temporary Global Purchase Money Note Reg $ A-2
468-003/MISC/2424809.4



i
:
|
k

SCHEDULE B

LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS

Bank Name ‘City ‘State

The Community ‘Bank

First Georgia Community Jack
Bank i

Sanderson State Bank
Haven Trust Bank
Bank of Clark Courfly

“ Loganv ille \

‘Closing Date

Columbian Bank and Trust Topeka KS 10011 August 22, 2008
Integrity Bank ‘Alpharetta GA 10012 ‘August 29, 2008
‘Silver State Bank ‘Henderson NV 10013 September 5, 2008
Alpha Bank and Trust Alpharetta) GA 10018 October 24, 2008
Freedom Bank "Bradenton FL — 10019 October 31, 2008
Security Pacific Bank Los Angeles CA. ; 10020 November 7, 2 2008
Franklin Bank, SSB Houston TX 10021 November 7, 2008

November 21, 2008
‘December 5, 2008

December 12, 2008

‘December 12, 2008
January 16, 2009

1* Centennial Bank\ | ‘CA 10030 January 23, 2009
MagnetBaif UT 10031 January 30, 2009
‘Ocala Natidyh FL 10032 January 30, 2009
FirstBank Finage 10036 February 6, 2009
Services |

Cornbelt Bank and ittsfield 7 IL 10037 February 13, 2009
Giverside Bank ofthe Gulf Gone Coral FL 10038 February 13, 2009
Silver Falls Bank Silverton OR 1004] February 20, 2009
Security Savings Bank Henderson NV _— 10043 February 27, 2009
FirstCity Bank Stockbridge GA 10047 March 20, 2009
Omni National Bank ; Atlanta ; GA 10048 March 21, 2009
Integrity Bank Jupiter FL 10095 July 31, 2009

Multibank Structured Transaction 2009-1 CRE
Temporary Global Purchase Money Note Reg S A-1
468-003/AGR/2420887.5

B-1


The occurrence or continuance of any one or more of the following events,
whether such occurrence is voluntary or involuntary or comes about or is effected by
operation of Law or otherwise, shall constitute an “Event of Default” pursuant to this
Purchase Money Note:

(a) the occurrence of any “Event of Default,” as defined in the
Reimbursement, Security and Guaranty Agreement; or

(b) the Issuer (i) makes an assignment for the benefit of creditors; (ii)
files a voluntary petition for relief in any Insolvency Proceeding (as defined in the
Reimbursement and Security Agreement); (iii) is adjudged bankrupt or insolvent or there
is entered against the Issuer an order for relief in any Insolvency Proceeding; (iv) files a
petition or answer seeking for the Issuer any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any Law; (v) seeks, consents
to, or acquiesces in the appointment of a trustee, receiver or liquidator of the Issuer or of
all or any substantial part of the Issuer’s properties; @) files an answer or other pleading
admitting or failing to contest the material allegations\df a petition filed against the Issuer
in any proceeding described in clauses (i) thr (i) becomes unable to pay its
obligations (other than the Purchase Mone:

Trigger Event has occurred and is contipfinganW d within ten (10) Business
Days) as they become due; or (viii) at las e passed following the
commencement of any proceediy aj € e ganization,
arrangement, composition, readf r similar relief under
any Law, and such proceeding ed, or at least sixty (60) days have
passed following the appo ecayver or liquidator for the Issuer or all
or any substantial part p NU the Issuer’s agreement or
acquiescence, and suc! acated or stayed, or if such
appointment has been sta gys have passed following the expiration

Holder may, with the consent of the Purchase Money Notes Guarantor, and the Holder
shall, at the direction of the Purchase Money Notes Guarantor, in addition to any other
available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to
be immediately due and payable, together with any other amounts owed by the Issuer
pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid
principal amount of this Purchase Money Note and any other amounts owed by the Issuer
pursuant to this Purchase Money Note, shall forthwith become immediately due and
payable without the necessity of any presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived by the Issuer. If an Event of Default
specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith
automatically become immediately due and payable, both as to principal and as to any
other amounts owed by the Issuer pursuant to this Purchase Money Note, without any
action on the part of the Holder and without the consent of the Purchase Money Notes
Guarantor.

Multibank Structured Transaction 2009-1 CRE 7
Global/Un-certificated Purchase Money Note Rule 144A A-2
468-003/AGR/2424828.4



The occurrence or continuance of any one or more of the following events,
whether such occurrence is voluntary or involuntary or comes about or is effected by
operation of Law or otherwise, shall constitute an “Event of Default” pursuant to this
Purchase Money Note:

(a) the occurrence of any “Event of Default,” as defined in the
Reimbursement, Security and Guaranty Agreement; or

(b) the Issuer (i) makes an assignment for the benefit of creditors; (ii)
files a voluntary petition for relief in any Insolvency Proceeding (as defined in the
Reimbursement and Security Agreement); (iii) is adjudged bankrupt or insolvent or there
is entered against the Issuer an order for relief in any Insolvency Proceeding; (iv) files a
petition or answer seeking for the Issuer any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any Law; (v) seeks, consents
to, or acquiesces in the appointment of a trustee, receiver or liquidator of the Issuer or of
all or any substantial part of the Issuer’s properties, W\) files an answer or other pleading
admitting or failing to contest the material allegations\o¥ a petition filed against the Issuer
in any proceeding described in clauses (i) thro Ph \i) becomes unable to pay its

Days) as they become due; or (viii) at lea 5 axe passed following the
commencement of any proceedip si < ing &dxganization,
arrangement, composition, readjug i , dissolutiomér similar relief under
any Law, and such proceeding ed, or at least sixty (60) days have

y g er or liquidator for the Issuer or all
or any substantial part pf(the Ds¢ i ithdys the Issuer’s agreement or

i acated or stayed, or if such

en vacated.

of the stay if such appointment has no\D

Upon the occurrence of of Default specified in paragraph (a) above, the
Holder may, with the consent of the Purchase Money Notes Guarantor, and the Holder
shall, at the direction of the Purchase Money Notes Guarantor, in addition to any other
available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to
be immediately due and payable, together with any other amounts owed by the Issuer
pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid
principal amount of this Purchase Money Note and any other amounts owed by the Issuer
pursuant to this Purchase Money Note, shall forthwith become immediately due and
payable without the necessity of any presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived by the Issuer. If an Event of Default
specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith
automatically become immediately due and payable, both as to principal and as to any
other amounts owed by the Issuer pursuant to this Purchase Money Note, without any
action on the part of the Holder and without the consent of the Purchase Money Notes
Guarantor.

Multibank Structured Transaction 2009-1 CRE 7
Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4



The terms of this Purchase Money Note may be amended from time to time only
by the written agreement of the Issuer and the Holder, subject in all instances to the terms
of the Purchase Money Notes Guaranty.

In any case in which consent of the Holder is required pursuant to the terms of
this Purchase Money Note, such consent shall be governed by the provisions of the
Custodial and Paying Agency Agreement.

This Purchase Money Note and the rights and the duties of the Issuer and the
Holder pursuant to this Purchase Money Note shall be governed by and construed in
accordance with federal law, but if federal law does not provide a rule of decision, it shall
be governed by and construed in accordance with the law of the State of New York,
excluding any conflict of laws rule or principle that might refer the governance or the
construction of this Purchase Money Note to the law of another jurisdiction.

(a) Each of the Issuer and each Hg\der (if such Holder is not the
FDIC; any Holder that is not the FDIC, a “‘Non-FDI: older”), on behalf of itself and
its Affiliates, irrevocably and unconditionally:

the United States District
iction of the United States
proceeding against it or
he FDIC; the Holder
6f, relating to, or in connection with
Kn waives any right to:

ans¥et such suit, action or proceeding to

e court in which the FDIC Holder files

Atrict of New York or the United States District

States District Court for the Southe
Court for the District o Columbia; or

(C) assert that the United States District Court for the
Southern District of New York or the United States District Court for the District of
Columbia is an inconvenient forum.

(ii) consents to the jurisdiction of the Supreme Court of the
State of New York for any suit, action or proceeding against it or any of its Affiliates
commenced by the FDIC Holder arising out of, relating to, or in connection with this
Purchase Money Note or any Ancillary Document (other than the LLC Operating
Agreement), and waives any right to:

(A) _ remove or transfer such suit, action or proceeding to
any other court or dispute-resolution forum without the consent of the FDIC Holder;

Multibank Structured Transaction 2009-1 CRE 10
Temporary Global Purchase Money Note Reg S A-I
468-003/AGR/2420887.5



The terms of this Purchase Money Note may be amended from time to time only
by the written agreement of the Issuer and the Holder, subject in all instances to the terms
of the Purchase Money Notes Guaranty.

In any case in which consent of the Holder is required pursuant to the terms of
this Purchase Money Note, such consent shall be governed by the provisions of the
Custodial and Paying Agency Agreement.

This Purchase Money Note and the rights and the duties of the Issuer and the
Holder pursuant to this Purchase Money Note shall be governed by and construed in
accordance with federal law, but if federal law does not provide a rule of decision, it shall
be governed by and construed in accordance with the law of the State of New York,
excluding any conflict of laws rule or principle that might refer the governance or the
construction of this Purchase Money Note to the law of another jurisdiction.

(a) Each of the Issuer and each Hi
FDIC; any Holder that is not the FDIC, a “Non-FDI
its Affiliates, irrevocably and unconditionally;

ler (if such Holder is not the
older’), on behalf of itself and

a consents to i { the United States District

District Court for the District of Calumbts i i proceeding against it or
any of its Affiliates commenced/by-as de ie FDIC; the Holder

nsfef such suit, action or proceeding to
¢ court in which the FDIC Holder files

States District Court for the SoutRtema District of New York or the United States District
Court for the District o Columbia; or

(C) assert that the United States District Court for the
Southern District of New York or the United States District Court for the District of
Columbia is an inconvenient forum.

(ii) consents to the jurisdiction of the Supreme Court of the
State of New York for any suit, action or proceeding against it or any of its Affiliates
commenced by the FDIC Holder arising out of, relating to, or in connection with this
Purchase Money Note or any Ancillary Document (other than the LLC Operating
Agreement), and waives any right to:

(A) _ remove or transfer such suit, action or proceeding to
any other court or dispute-resolution forum without the consent of the FDIC Holder;

Multibank Structured Transaction 2009-1 CRE 10
Global/Un-certificated Purchase Money Note Rule 144A A-2
468-003/AGR/2424828.4



PURCHASE MONEY NOTE

Certificate No.: NT CL A-3 REG S
ISIN No.:
CUSIP No.:

$0 January 7, 2010

FOR VALUE RECEIVED, Multibank 2009-1 CRE Venture, LLC, a Delaware
limited liability company (herein referred to as the “Issuer”), hereby unconditionally
promises to pay to the order of Cede & Co., or its successors and registered assigns, the
principal sum of $0 (Zero and 00/100 United States Dollars) (or such other amount as
shall be the outstanding principal amount of this Purchase Money Note shown on
Schedule A hereto). No interest shall accrue on the outstanding principal amount of this
Purchase Money Note. The entire outstanding princigal amount of this Purchase Money
Note shall be due and payable on January 7, 2014 (the \Maturity Date”) or such earlier
date as such amount shall become due and pay, ant to the terms of this Purchase
Money Note.

in such coin or currency of
ender for payment of
pect to this Purchase

The principal of this Purchase Xo;

péy Nts pa
€ Ingnt is le
public and private debts. All pg matoyythe/Issuer wi

the United States of America as at the ti

Money Note shall be subject tolt afpayfnents set forth in Section 5.1 of the
Custodial and Paying Age { da ef January 7, 2010 by and among the
Issuer, the Federal Dey i y capacity, the “FDIC”), in its
corporate capacity, as th¢ Oney Notes, the FDIC, as receiver
for various failed finand ed_or/S¢hedule B hereto (in its separate

capacities as the receiver h
FDIC, as Receiver, as Collatehal Agen pursuant to the Reimbursement, Security and
Guaranty Agreement, and Wells Ba B
restated from time to time, and inc’ @ any substantially similar agreement entered into
by Issuer and any new or successor custodian and paying agent, the “Custodial and
Paying Agency Agreement”). This Purchase Money Note is subject to all terms of the
Custodial and Paying Agency Agreement. Unless otherwise defined herein, capitalized
terms used in this Purchase Money Note have the meanings provided in, or by reference
in, the Custodial and Paying Agency Agreement.

This Purchase Money Note may not be prepaid, in whole or in part, without the
prior written consent of the Purchase Money Notes Guarantor. Any amount repaid or
prepaid pursuant to this Purchase Money Note may not be reborrowed.

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

Multibank Structured Transaction 2009-1 CRE 5

‘Temporary Global Purchase Money Note Reg S A-3
468-003/MISC/2424824.4



SCHEDULE A

SCHEDULE OF EXCHANGES OR REDEMPTIONS

The following exchanges, redemptions, repayments of or increase in the whole or a part of the
Purchase Money Notes represented by this Global Note have been made:

Remaining Principal
Part of principal amount of amount of this Global

Date exchange/ Original principal | this Global Note ‘Note following such Notation made by
redemption/repayment/ {amount of this exchanged/redeemed/ exchange/redemption/ —_|or on behalf of the
increase made Global Note repaid/increased repayment/increase Issuer

\\

“\\

y\
ia yi S
{{ VA

XK )) Y

Multibank Structured Transaction 2009-1 CRE A-l
Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4



The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

Representations for Regulation S Securities
to be included in DTC Letter of Representations

Multibank 2009-1 CRE Venture, LLC

Name of Issuer and Co-Issuer(s) if applicable

Purchase Money Note due 2013

Security Description including series designation if applicable

‘CUSIP Number(s) of the Securities

THE FOLLOWING APPLIES ONLY TO CATEGORY 3 REGULATION S SECURITY ISSUANCES:
(NOTE: ISSUER SHALL CROSS OUT ITEM 3 IF NOT APPLICABLE.)

3 Regulation S securities as defined in
at, with respect to Securities that are
ntified by a separate CUSIP or CINS

3. Issuer represents that the Securities are Categ!
Rule 903 of the Securities Act of 1933. Issuer has
eligible for transfer pursuant to Regulation S, which
identification number (the “ “Regulation S Securj

system in Participant accounts
#gté anonyme and Euroclear) until

such notice is in DTC’ 'S POSSESS e e/of business two business days prior to the date
specified for elimination of ~ If sent by email, such notice shall be sent to
notice shall be sent to (212) 855-3274 or (212) 855-5004.

Multibank 2009-1 CRE Venture, LLC
By: Federal Deposit Insurance Corporation as
Receiver for Various Failed Financial Institutions,

as Sole MeTybgy and Manager
ke Mery —

Teener

elves Acce} By:, >
Received and Accepted ‘Authorized O ‘Signatare

THE Depository TRUST COMPANY R W. MeComis Iho

Print Name & Date

By:

Co-Issuer. if applicable

By:

@Q prce. Authorized Officer's Signature

Print Name & Date

The Depository Trast &
Clearing Casporstion Page 2 of 2 Regulation S Rider 17-2009


SCHEDULE A

SCHEDULE OF EXCHANGES OR REDEMPTIONS

The following exchanges, redemptions, repayments of or increase in the whole or a part of the
Purchase Money Notes represented by this Global Note have been made:

Date exchange/
redemption/repaymen
increase made

Original principal
amount of this
Global Note

Part of principal amount of
this Global Note
exchanged/redeemed/
repaid/increased

Remaining Principal
amount of this Global
Note following such
exchange/redemption/
repaymenvincrease

Notation made by
‘or on behalf of the
Issuer

cy
\
LN

<

XS
MSZ)

{
WW

Lo ~\
NT

Multibank Structured Transaction 2009-1 CRE
Temporary Global Purchase Money Note Reg S A-1
468-003/AGR/2420887.5

\

NS



Multibank Structured Transaction 2009-1 CRE
Execution Copy

THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR
PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT
GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT
REFERRED TO HEREIN.

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), ANY STATE SECURITIES LAWS IN THE UNITED
STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND THE
ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE ‘ANVESTMENT COMPANY
ACT”). THE HOLDER HEREOF, BY ITS ACCEPYANCE OF THIS PURCHASE
MONEY NOTE, REPRESENTS THAT IT H&S OB’ [ED THIS PURCHASE
MONEY NOTE IN A TRANSACTION IN E WITH THE SECURITIES
ACT, THE INVESTMENT COMPANYA ALD R APPLICABLE LAWS OF

THE UNITED STATES OR ANY OTN i

RESTRICTIONS ON SALE AND A h THE CUSTODIAL

AND PAYING AGENCY AG x

MONEY NOTE (THE “CUST: ING AGENCY AGREEMENT’). |

WILL NOT REOFFER
PURCHASE MONEY
COMPLIANCE WITH ACY, THE INVESTMENT COMPANY
< LAWS OF ANY JURISDICTION AND IN
ACCORDANCE WITH THE SQRTHIQATIONS AND OTHER REQUIREMENTS
SPECIFIED IN THE CUSTODIADAND PAYING AGENCY AGREEMENT
REFERRED TO HEREIN (A) TO A TRANSFEREE (1) THAT IS A “QUALIFIED
PURCHASER” WITHIN THE MEANING OF SECTION 3(c)(7) OF THE
INVESTMENT COMPANY ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED PURCHASER, (2) THAT (1) WAS NOT
FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN
EACH BENEFICIAL OWNER OF THE PURCHASER IS A QUALIFIED
PURCHASER), (II) HAS RECEIVED THE NECESSARY CONSENT FROM ITS
BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE INVESTMENT
COMPANY FORMED BEFORE APRIL 30, 1996, (III) IS NOT A BROKER-DEALER
THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN
U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOTA
PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN
IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS
APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE
MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS

Multibank Structured Transaction 2009-1 CRE
‘Temporary Giobal Purchase Money Note Reg $ A-3
468-003 MISC/2424824.4



Multibank Structured Transaction 2009-1 CRE
Execution Copy

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), ANY STATE SECURITIES LAWS IN THE UNITED
STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND THE
ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY
ACT”). THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE
MONEY NOTE, REPRESENTS THAT IT HAS OBTAINED THIS PURCHASE
MONEY NOTE IN A TRANSACTION IN COMPLIANCE WITH THE SECURITIES
ACT, THE INVESTMENT COMPANY ACT, ALL OTHER APPLICABLE LAWS OF
THE UNITED STATES OR ANY OTHER JURISDXQ(TION AND THE
RESTRICTIONS ON SALE AND TRANSFER SET¥ORTH IN THE CUSTODIAL
AND PAYING AGENCY AGREEMENT RE&ER O IN THIS PURCHASE
MONEY NOTE (THE “CUSTODIAL A) A AGENCY AGREEMENT”).

NOTE, FURTHER REPRESENTS, ACKN h A AGREES THAT IT

P ( SET RANSFER THIS
PURCHASE MONEY NOTE (OKA 3 CEPT IN
COMPLIANCE WITH THE 3 E INVESTMENT COMPANY
ACT AND ALL OTHER NY JURISDICTION AND IN
ACCORDANCE WIT| Np OTHER REQUIREMENTS

PURCHASER” WITHIN S
INVESTMENT COMPANYNXCT PURGHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALTFIZD PURCHASER, (2) THAT (1) WAS NOT
FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN
EACH BENEFICIAL OWNER OF THE PURCHASER IS A QUALIFIED
PURCHASER), (If) HAS RECEIVED THE NECESSARY CONSENT FROM ITS
BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE INVESTMENT
COMPANY FORMED BEFORE APRIL 30, 1996, (III) Is NOT A BROKER-DEALER
THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN
U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A
PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN
IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS
APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE
MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS
OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION AND

(V) AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF
THE TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS
A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED

Multibank Structured Transaction 2009-1 CRE
Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4



(A) _ remove or transfer such suit, action or proceeding to
any other court or dispute-resolution forum without the consent of the FDIC Holder;

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

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

{iii} agrees to bring any suit, action or proceeding by the Issuer,
each Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating
to, or in connection with this Purchase Money Note or any Ancillary Document in only
either the United States District Court for the Southern District of New York or the
United States District Court for the District of Columbia, and waives any right to remove
or transfer such suit, action or proceeding to any other court or dispute-resolution forum
without the consent of the FDIC Holder, and agrees ta consent thereafter to transfer of the
suit, action or proceeding to either the United States Nigtrict Court for the Souther
District of New York or the United States District Couyt\for the District of Columbia at
the option of the FDIC Holder; and

(iv) agrees, i

above, to bring that suit, action pr(procetding
New York, and waives any right EQN

forum wkht

'y the Supreme Court of the State of
er such suit, action or proceeding to

®)

(c) Subject to the provisions of paragraph (d), each of the Issuer and
each Holder, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally
agrees that service of all writs, process and summonses in any suit, action or proceeding
pursuant to paragraph (a) or paragraph (b) above may be effected by the mailing of
copies thereof by registered or certified mail, postage prepaid, to it at its address for
notices set forth in this Purchase Money Note (with copies to such other Persons as
specified herein); provided, however, that nothing contained in this paragraph (c) shall
affect the right of any party to serve process in any other manner permitted by Law.

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

Multibank Structured Transaction 2009-1 CRE rl
Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/2393731.5



The Depository Trust Company

A subsidiary of the Depository Trust & Clearing Corporation

BLANKET ISSUER LETTER OF REPRESENTATIONS

(To be completed by Issuer and Co-Issuer(s). if applicable)

Multibank 2009-1 CRE Venture, LLC

(Name of Issuer and Co-Issuer(s). if applicable)

January 7, 2010

(Date)

Attention: Underwriting Department
The Depository Trust Company
55 Water Street, ISL

New York, NY 10041-0099

Ladies and Gentlemen:

will comply with the
amended from time to

Note:

believes accurately describe DTC, th
of effecting book-entry transfers of secu
distributed through DTC, and certain related
matters. By

Multibank 2009-1 CRE Venture. LLC

By: Federal Deposit Insurance Corporation as
Receiver far Various Failed Financial Institutions,
as SoleMerbberfnd Manager

(Authorized Officer's Signature)

Received and Accepted Robert W. McComs
THE DEPOSITORY TRUST COMPANY (Print Name}
Manager, Capital Markets & Resolutions
co Federal Deposit Insurance Corporation
By : 550 17th Street, NW (Room F-7014)

The Depository Trust &
Clearing Corporation RMalam

(Email Address)

fiic.gov

BLOR 03/25/08


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

The terms of this Purchase Money Note may be amended from time to time only
by the written agreement of the Issuer and the Holder, subject in all instances to the terms
of the Purchase Money Notes Guaranty.

In any case in which consent of the Holder is required pursuant to the terms of
this Purchase Money Note, such consent shall be governed by the provisions of the
Custodial and Paying Agency Agreement.

This Purchase Money Note and the rights and the duties of the Issuer and the
Holder pursuant to this Purchase Money Note shall be governed by and construed in
accordance with federal law, but if federal law does not provide a rule of decision, it shall
be governed by and construed in accordance with the law of the State of New York,
excluding any conflict of laws rule or principle that pyght refer the governance or the
construction of this Purchase Money Note to the law p\another jurisdiction.

(a) Each of the Issuer and ki\(if such Holder is not the

Court for the Southern District

District Court for the Distri vlumbia Ten

any of its Affiliates co: By any Holdex ¥
A a

that is the FDIC, the “
this Purchase Money
ove or transfer such suit, action or proceeding to
r than the court in which the FDIC Holder files
consent of the FDIC Holder;

6 the jurisdiction of the United States
it, action or proceeding against it or
Holder is the FDIC; the Holder
elating to, or in connection with
ent, and waives any right to:

the suit, action or proceeding wit!

(B) assert that venue is improper in either the United
States District Court for the Southern District of New York or the United States District
Court for the District o Columbia; or

(C) assert that the United States District Court for the
Southern District of New York or the United States District Court for the District of
Columbia is an inconvenient forum.

(ii) consents to the jurisdiction of the Supreme Court of the
State of New York for any suit, action or proceeding against it or any of its Affiliates
commenced by the FDIC Holder arising out of, relating to, or in connection with this
Purchase Money Note or any Ancillary Document (other than the LLC Operating
Agreement), and waives any right to:

Multibank Structured Transaction 2009-1 CRE 10
Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/2393731.5



The terms of this Purchase Money Note may be amended from time to time only
by the written agreement of the Issuer and the Holder, subject in all instances to the terms
of the Purchase Money Notes Guaranty.

In any case in which consent of the Holder is required pursuant to the terms of
this Purchase Money Note, such consent shall be governed by the provisions of the
Custodial and Paying Agency Agreement.

This Purchase Money Note and the rights and the duties of the Issuer and the
Holder pursuant to this Purchase Money Note shall be governed by and construed in
accordance with federal law, but if federal law does not provide a rule of decision, it shall
be governed by and construed in accordance with the law of the State of New York,
excluding any conflict of laws rule or principle that might refer the governance or the
construction of this Purchase Money Note to the law of another jurisdiction.

ler (if such Holder is not the
*), on behalf of itself and

(a) Each of the Issuer and each H
FDIC; any Holder that is not the FDIC, a “Non-FDI
its Affiliates, irrevocably and unconditionally,

(i) consents tathe i the United States District
Court for the Southern District of New’
District Court for the District of roceeding against it or

ie FDIC; the Holder

ansfef such suit, action or proceeding to
aw tie court in which the FDIC Holder files
at of the FDIC Holder;

States District Court for the South@rs-District of New York or the United States District
Court for the District o Columbia; or

(C) assert that the United States District Court for the
Southern District of New York or the United States District Court for the District of
Columbia is an inconvenient forum.

(ii) consents to the jurisdiction of the Supreme Court of the
State of New York for any suit, action or proceeding against it or any of its Affiliates
commenced by the FDIC Holder arising out of, relating to, or in connection with this
Purchase Money Note or any Ancillary Document (other than the LLC Operating
Agreement), and waives any right to:

(A) _ remove or transfer such suit, action or proceeding to
any other court or dispute-resolution forum without the consent of the FDIC Holder;

Multibank Structured Transaction 2009-1 CRE 10
Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4


Payments on this Purchase Money Note will be made by the Paying Agent by
wire transfer of immediately available funds to such account as may be specified from
time to time by the Holder to the Paying Agent in writing or, at the option of the Holder
hereof, by check to such address as the Holder shall have designated to the Paying Agent
in writing, in each case without the presentation or surrender of this Purchase Money
Note or the making of any notation hereon. Notwithstanding the foregoing, the final
payment on this Purchase Money Note will be made only upon presentation and
surrender of this Purchase Money Note at the office or agency maintained for that
purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of principal of,
or any other amount owed by the Issuer pursuant to, this Purchase Money Note becomes
due and payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day.

This Purchase Money Note is limited in right of payment to certain collections
and recoveries respecting the Loans, all as more specifically set forth in the Custodial and
Paying Agency Agreement. As provided in the Cust@Wial and Paying Agency
Agreement, deposits and withdrawals from the Accot may be made by the Paying
Agent from time to time for purposes other thafMdistriDy\ons to the Holder.

This Purchase Money Note is a pégiste ay be transferred only upon
surrender to the Paying Agent (with cot N {to the Issuer of the
requested transfer) of this Purchgse-h
endorsed by, or accompanied by
registered holder hereof or its a
Purchase Money Note gsab

Holder thereof for all purposes gad the Issuer shall not be affected by any notice

or knowledge to the contrary.

Upon request by a transferee of this Purchase Money Note that a new Purchase
Money Note be issued or upon receipt by the Issuer of evidence reasonably satisfactory to
it of the ownership of and the loss, theft, destruction or mutilation of this Purchase
Money Note and (a) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase
Money Note be issued or in the case of mutilation, upon surrender and cancellation of the
Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and
deliver, in lieu thereof, a new Purchase Money Note.

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat
the Person in whose name this Purchase Money Note is registered as the owner and
Holder hereof for all purposes, and none of the foregoing shall be affected by notice to
the contrary.

Multibank Structured Transaction 2009-1 CRE 6
Global/Un-certificated Purchase Money Note Rule 144A A-2
468-003/AGR/2424828.4



Multibank Structured Transaction 2009-1 CRE
Execution Copy

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), ANY STATE SECURITIES LAWS IN THE UNITED
STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND THE
ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY
ACT”). THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE
MONEY NOTE, REPRESENTS THAT IT HAS OBTAINED THIS PURCHASE
MONEY NOTE IN A TRANSACTION IN COMPLIANCE WITH THE SECURITIES
ACT, THE INVESTMENT COMPANY ACT, ALL OTHER APPLICABLE LAWS OF
THE UNITED STATES OR ANY OTHER JURISD&QTION AND THE
RESTRICTIONS ON SALE AND TRANSFER SE RTH IN THE CUSTODIAL
AND PAYING AGENCY AGREEMENT REE O IN THIS PURCHASE
MONEY NOTE (THE “CUSTODIAL A! 4
THE HOLDER HEREOF, BY ITS AC! A NIS PURCHASE MONEY
NOTE, FURTHER REPRESENTS, ASK s
WILL NOT REOFFER, RESEL

ERWISKTRANSFER THIS

PURCHASE MONEY NOTE (OBA R HERE! PXCEPT IN
COMPLIANCE WITH THE S. THE INVESTMENT COMPANY
ACT AND ALL OTH ANY JURISDICTION AND IN
ACCORDANCE WIT| D OTHER REQUIREMENTS
SPECIFIED IN THE Q AGENCY AGREEMENT
REFERRED TO HER: REE (1) THAT IS A “QUALIFIED

PURCHASER” WITHINYN
INVESTMENT COMPAN QHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A YEH

FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN
EACH BENEFICIAL OWNER OF THE PURCHASER IS A QUALIFIED
PURCHASER), (II) HAS RECEIVED THE NECESSARY CONSENT FROM ITS
BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE INVESTMENT
COMPANY FORMED BEFORE APRIL 30, 1996, (II) IS NOT A BROKER-DEALER
THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN
U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A
PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN
IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS
APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE
MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS
OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION AND (V)
AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE
TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED

Multibank Structured Transaction 2009-1 CRE
Global/Un-certificated Purchase Money Note Rule 1444 A-2
468-003/AGR/2424828.4



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

The occurrence or continuance of any one or more of the following events,
whether such occurrence is voluntary or involuntary or comes about or is effected by
operation of Law or otherwise, shall constitute an “Event of Default” pursuant to this
Purchase Money Note:

(a) the occurrence of any “Event of Default,” as defined in the
Reimbursement, Security and Guaranty Agreement; or

(b) the Issuer (i) makes an assignment for the benefit of creditors; (ii)
files a voluntary petition for relief in any Insolvency Proceeding (as defined in the
Reimbursement and Security Agreement); (iii) is adjudged bankrupt or insolvent or there
is entered against the Issuer an order for relief in any Insolvency Proceeding; (iv) files a
petition or answer seeking for the Issuer any reorganjaation, arrangement, composition,
readjustment, liquidation, dissolution, or similar relieY \nder any Law; (v) seeks, consents

to, or acquiesces in the appointment of a trusteg or liquidator of the Issuer or of

all or any substantial part of the Issuer’s pro les an answer or other pleading

admitting or failing to contest the mater; afs ketition filed against the Issuer
in any proceeding described in clauses 5 ecomes unable to pay its

obligations (other than the Purchase
Trigger Event has occurred and
Days) as they become due; or a 0) days have passed following the
commencement of any prove agaii S ecking reorganization,
arrangement, composi ea dissolution or similar relief under
any Law, and such protebdi sed, or at least sixty (60) days have
passed following the aphok piver or liquidator for the Issuer or all
or any substantial part of es without the Issuer’s agreement or
acquiescence, and such appoktment hs hot been vacated or stayed, or if such
appointment has been stayed, aNea (60) days have passed following the expiration
of the stay if such appointment has not been vacated.

Upon the occurrence of an Event of Default specified in paragraph (a) above, the
Holder may, with the consent of the Purchase Money Notes Guarantor, and the Holder
shall, at the direction of the Purchase Money Notes Guarantor, in addition to any other
available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to
be immediately due and payable, together with any other amounts owed by the Issuer
pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid
principal amount of this Purchase Money Note and any other amounts owed by the Issuer
pursuant to this Purchase Money Note, shall forthwith become immediately due and
payable without the necessity of any presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived by the Issuer. If an Event of Default
specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith
automatically become immediately due and payable, both as to principal and as to any
other amounts owed by the Issuer pursuant to this Purchase Money Note, without any

Multibank Structured Transaction 2009-1 CRE
Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/2393731.5



EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY
NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION
AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF
THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A
PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A
FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY
FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION,
HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS
HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY
INTEREST HEREIN) WILL NOT CONSTITUTE @R RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTIONWQ6 OF ERISA OR SECTION
4975 OF THE CODE (OR, IN THE CASE OKA IN, GOVERNMENTAL OR
CHURCH PLAN, A VIOLATION OF Al BSDANNALLY SIMILAR FOREIGN,

QN IS WRONGFUL
EDE & CO., HAS AN INTEREST
TE IS PRESENTED BY AN

NOTE FOR VALUE OR OTHE
SINCE THE REGISTERED o X
HEREIN, UNLESS
AUTHORIZED REP! E
COMPANY(“DTC”), . X, TO THE ISSUER OR ITS AGENT
FOR REGISTRATION Q TRANSE ARE ANGE OR PAYMENT AND ANY

PURCHASE MONEY NO TERED IN THE NAME OF CEDE &

& CO.).

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS PURCHASE MONEY
NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY
CONTACT THE FEDERAL DEPOSIT INSURANCE CORPORATION AT 550 17TH
STREET, N.W., ROOM F-7014, WASHINGTON, D.C. 20429, ATTENTION: RALPH
MALAMI, AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND
THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE.

THE FAILURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE
PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX
CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-
9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS
A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30)
OF THE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-

Muttibank Structured Transaction 2009-1 CRE 3
Temporary Global Purchase Money Note Reg $ A-2
468-003/MISC/2424809.4


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

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

(iii) agrees to bring any suit, action or proceeding by the Issuer,
each Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating
to, or in connection with this Purchase Money Note or any Ancillary Document in only
either the United States District Court for the Southern District of New York or the
United States District Court for the District of Columbia, and waives any right to remove
or transfer such suit, action or proceeding to any other court or dispute-resolution forum
without the consent of the FDIC Holder, and agrees to consent thereafter to transfer of the
suit, action or proceeding to either the United States District Court for the Southern
District of New York or the United States District Court for the District of Columbia at
the option of the FDIC Holder; and

ek District Court for the Southern
for the District of Columbia
ling within paragraph (a)(iii)

reme Court of the State of

iliates, hereby irrevocably and unconditionally
agrees that service of all writs, pr id summonses in any suit, action or proceeding
pursuant to paragraph (a) or paragraph (b) above may be effected by the mailing of
copies thereof by registered or certified mail, postage prepaid, to it at its address for
notices set forth in this Purchase Money Note (with copies to such other Persons as
specified herein); provided, however, that nothing contained in this paragraph (c) shall
affect the right of any party to serve process in any other manner permitted by Law.

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

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS

Multibank Structured Transaction 2009-1 CRE ll
Globai/Un-certificated Purchase Money Note Rule 144A A-2
468-003/AGR/2424828.4


SCHEDULE A

SCHEDULE OF EXCHANGES OR REDEMPTIONS

The following exchanges, redemptions, repayments of or increase in the whole or a part of the
Purchase Money Notes represented by this Global Note have been made:

redemption/repayment/ amount of this
increase made Global Note

Date exchange/ Original principal

Part of principal amount of |
this Global Note
exchanged/redeemed/
repaid/increased

Remaining Principal
amount of this Global
Note following such
exchange/redemption/
repayment/increase

Notation made by
or on behalf of the
Issuer

7
\

A\

LEN

Multibank Structured Transaction 2009-1 CRE

Global/Un-certificated Purchase Money Note Rule 144A A-

468-003/AGR/2393731.5



The Depository Trust Company

A subsidiary of the Depository Trust & Clearing Corporation
BLANKET ISSUER LETTER OF REPRESENTATIONS

(To be completed by Issuer and Co-Issuer(s). if applicable)

Multibank 2009-1 CRE Venture, LLC

(Name of Issuer and Co-Issuer(s), if applicable)

January 7, 2010

(Date)
Attention: Underwriting Department
The Depository Trust Company
55 Water Street, ISL
New York, NY 10041-0099
Ladies and Gentlemen:

This letter sets forth our understg . issues (the “Securities”) that
Issuer shall request to be made eligible fs i gitqry Trust Company (“DTC”).
Issuer is: (Note: Issuer shall rep
fireerperated-int [formed unde| _

To induce DT gible for deposit at DTC, and to act in
accordance with DT , Issuer represents to DTC that issuer
will comply with the Operational Arrangements, as they may be
amended from time to!

paly yours,
Note: . Multibank 2009-1 CRE Venture, LLC
Schedule A contains statements # By: Federal Deposit Insurance Corporation as
believes accurately describe DTC, Receiver for Various Failed Financial Institutions,
of effecting book-entry transfers of secu as Sole Mer Manager

distributed through DTC, and certain related

matters. By. —~
(Authorized Officer's Signature)

Received and Accepted Robert W. MeComs
THE DEPOSITORY TRUST COMPANY (Pret Name)
Manager, Capital Markets & Resolutions
‘o Federal Deposit Insurance Corporation
50 17th Street, NW (Room F-7014)
___Washington, D.C. 20429-0002

Gyr (State) (Counsy)
@ wee. se) ou
cere EA Bh. we

[Phone Number
The Depository Trust & (Phone Number)
Clearing Corporation RMalami@fdic.gov
~ cE-mai Address)

BLOR 03/25/08


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
or in facsimile, by its Initial Member as of the date first shown above.

Multibank 2009-1 CRE Venture, LLC

By: Federal Deposit Insurance Corporation, as
Receiver for various failed financial institutions
listed on Schedule B hereto, as Initial Member

By:
Name: Ralph Malami
Title: Attorney-in-Fact

—

{Signature Page to Global Purchase Money Note Rule 144A (A-3)]

Multibank Structured Transaction 2009-1 CRE
‘Temporary Global Purchase Money Note Reg § A-3
468-003/MISC/2424324


Payments on this Purchase Money Note will be made by the Paying Agent by
wire transfer of immediately available funds to such account as may be specified from
time to time by the Holder to the Paying Agent in writing or, at the option of the Holder
hereof, by check to such address as the Holder shall have designated to the Paying Agent
in writing, in each case without the presentation or surrender of this Purchase Money
Note or the making of any notation hereon. Notwithstanding the foregoing, the final
payment on this Purchase Money Note will be made only upon presentation and
surrender of this Purchase Money Note at the office or agency maintained for that
purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of principal of,
or any other amount owed by the Issuer pursuant to, this Purchase Money Note becomes
due and payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day.

This Purchase Money Note is limited in right of payment to certain collections
and recoveries respecting the Loans, all as more specifically set forth in the Custodial and
Paying Agency Agreement. As provided in the Custéqial and Paying Agency
Agreement, deposits and withdrawals from the Accodn\s may be made by the Paying
Agent from time to time for purposes other thetndi i

the transfer by the Paying Qs
whose name this Purchase Ms
Holder thereof for all purposes here
or knowledge to the contrary.

Upon request by a transferee of this Purchase Money Note that a new Purchase
Money Note be issued or upon receipt by the Issuer of evidence reasonably satisfactory to
it of the ownership of and the loss, theft, destruction or mutilation of this Purchase
Money Note and (a) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase
Money Note be issued or in the case of mutilation, upon surrender and cancellation of the
Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and
deliver, in lieu thereof, a new Purchase Money Note.

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat
the Person in whose name this Purchase Money Note is registered as the owner and
Holder hereof for all purposes, and none of the foregoing shall be affected by notice to
the contrary.

Multibank Structured Transaction 2009-1 CRE 6
Temporary Global Purchase Money Note Reg $ A-3
468-003 /MISC/2424824.4



SCHEDULE B

LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS

Bank Name
Columbian Bank and Trust
Integrity Bank

Silver State Bank

Alpha Bank and Trust
Freedom Bank

Security Pacific Bank
Franklin Bank,
The Commun ik
First Georgia Community
Bank

Sanderson State Bank
Haven Trust Bank
Bank of Clark Cou
1° Centennial Bank

MagnetBag

Ocala Natioka

FirstBank FindyWal
Services

Cornbelt Bank and

Riverside Bank of the Gulf
Coast

‘Silver Falls Bank
Security Savings Bank
FirstCity Bank

Omni National Bank
Integrity | Bank

Multibank Structured Transaction 2009-] CRE
Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/239373 1.5

“Topeka ;
Alpharetta GA

‘Henderson NV

Alpharetta. GA

‘Bradenton FL -
‘Los Angeles CA

‘Cape Coral FL

‘Silverton OR :
‘Henderson NV
‘Stockbridge GA
‘Atlanta’ = GA
“Jupiter FL

B-1

10030 January 23, 2009

Fund Closing Date

O11 August 22, 2008
10012, August 29, 2008
10013. ‘September 5, 2008
10018 October 24, 2008
10019 October 31, 2008

"10020 [November 7, 2008

10021 Novembei 7, 2008

10025 December 5, 2008
10026 December 12, 2008
Q027 ‘December 12, 2008

10031 January 30, 2009

10032 January 30,2009

10036 ‘February 6, 2009

_ 10037 February 13, 2009

10038 ‘February 13, 2009
10041 February 20, 2009

10043 February 27, 2009

10047 March 20, 2009
10048 March 27, 2009



fe
i

PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL
BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

On or after the 40th day after January 7, 2010, interests in this Temporary
Regulation S Global Note may be exchanged (free of charge) for interests in a permanent
Regulation S Global Note. The permanent Regulation S Global Note shall be so issued
and delivered in exchange for only that portion of this Temporary Regulation S Global
Note in respect of which there shall have been presented to the Depository by Euroclear
or Clearstream a certification to the effect that it has received from or in respect of a
person entitled to a beneficial interest (as shown by its records) a certification that the
beneficial interests in such Temporary Regulation S Global Note are owned by persons
who are not U.S, Persons.

On an exchange of the whole of this Temporary Regulation S Global Note, this
Temporary Regulation S Global Note shall be surrendered to the Depository at its office.
On an exchange of only part of this Temporary Regu tion S Global Note, details of such

following the issue of a permanent Regulation & Glob4l\Wote in exchange for some of the
Purchase Money Notes represented by this Te: ulation S Global Note, further
Purchase Money Notes are to be exchangé paragraph, such exchange

may be effected, without the issue of ae; ‘tion S Global Note, by the
Issuer or the Depository endorsing Regulation S Global
Note previously issued to refle Me g ipal amount of such
permanent Regulation S Global 2 t requal to the aggregate principal

amount of additional P

Interests in thi 8 a ‘or a beneficial interest in the
corresponding Rule 14 gorresponding Certificated Note, in each
case subject to the restric! efustodial and Paying Agency
Agreement.

This Global Note is subjee ndatory exchange for the corresponding
Certificated Notes under the limited circumstances set forth in the Custodial and Paying
Agency Agreement.

Upon redemption, repayment, exchange of or increase in any interest represented
by this Global Note, this Global Note shail be endorsed on Schedule A hereto to reflect
the reduction of or increase in the principal amount evidenced hereby.

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

No service charge shall be made for registration of transfer or exchange of this
Purchase Money Note, but the Paying Agent may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

Multibank Structured Transaction 2009-1 CRE 12
Temporary Global Purchase Money Note Reg S A-3
468-003/MISC/2424824.4



The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

Representations for Regulation S Securities

to be included in DTC Letter of Representations
Multibank 2009-1 CRE Venture, LLC

Name of Issuer and Co-Issuer(s) if applicable

Purchase Money Note due 2014

Security Description including series designation if applicable

CUSIP Number(s) of the Securities

1. Issuer represents that at the time of initial registration in the name of DTC’s nominee, Cede
& Co., the Securities were Legally or Contractually Restricted Securities, ' and were eligible for transfer
under Regulation S under the Securities Act of 1933, as ameneX (the “Securities Act”), and identified by
a CUSIP or CINS identification number that was different from\ahy CUSIP or CINS identification number
assigned to any securities of the same class that were yr Contractually Restricted Securities.
Issuer shall ensure that a CUSIP or CINS identifjeatt

of the same class that is different from any CUZ ion number assigned to a Legally or
Contractually Restricted Security of such clas’ ‘ ptly in the event that itis unable
to do so.

2. Issuer and Agent” ad Ong as Cede & Co. is a record owner of the

Ning rights and receive the full amount of all
acknowledge that DTC shall treat any DTC

ownership of such Securitik = gra\ity of the preceding sentence, Issuer and Agent
acknowledge that DTC shal avieg Securities credited to its DTC accounts as entitled
to receive distributions (and i ; pect of the Securities, and to receive from DTC

Securities with any of the provisions: (@ € 144A; (b) of other exemptions from registration under the
Securities Act or any other state or federal securities laws; or (c) of the offering documents.

"A “Legally Restricted Security” is a security that is a restricted security, as defined in Rule 144(a)(3), A “Contractually
Restricted Security” is a security that upon issuance and continually thereafter can only be sold pursuant to Regulation S under the
Securities Act, Rule 144A, Rule 144, or in a wansaction exempt from the registration requirements of the Securities Act pursuant to
Section 4 of the Securities Act and not involving any public offering: provided, however. that once the security is sold pursuant to the
provistons of Rule 144, inchiding Rute 144(b}(1), it will thereby cease to be a “Contractually Restricted Security” For purposes of this
definition, in order fora depositary receipt to be considered a “Legally or Contractuelly Restricted Security.” the underlying security
must alsa be a “Legally or Cantractually Restricted Security.”

? Agent shall be defined as Depositary, Trustee, frust Company or Paving Agent as such definition applies in the DTC
Lenter of Representanions to which this rider may be appended.

@ wee.

The Ospository Trust &
Clearing Corporation Page fof 2 Regulation § Rider 11-2009


The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

Representations for Regulation S Securities
to be included in DTC Letter of Representations

Multibank 2009-1 CRE Venture, LLC

Name of Issuer and Co-lssuer(s) if applicable

Purchase Money Note due 2012

Security Description including series designation if applicable

Ls

CUSIP Number(s) of the Securities

1. Issuer represents that at the time of initial registration in the name of DTC’s nominee, Cede
& Co., the Securities were Legally or Contractually Restricteg Securities,' and were eligible for transfer
under Regulation S under the Securities Act of 1933, as amende\ (the “Securities Act”), and identified by
a CUSIP or CINS identification number that was different from\gny CUSIP or CINS identification number
assigned to any securities of the same class that wereQONegally Yr Contractually Restricted Securities.
Issuer shall ensure that a CUSIP or CINS identifigatte i\ Abtained for all unrestricted securities
ion number assigned to a Legally or
Rrymptly in the event that it is unable

Contractually Restricted Security of such clas$
to do so.

Ong as Cede & Xo. is a record owner of the
ting rights and receive the full amount of all
dcknowledge that DTC shall treat any DTC

2. Issuer and Agent? ad
Securities, Cede & Co. shall be entitle
distributions payable with #€
Participant (“Participant”
ownership of such Securitik

the genefality of the preceding sentence, Issuer and Agent
acknowledge that DTC shal i

Masind Sgcurities credited to its DTC accounts as entitled

Securities with any of the provisions: (a 144A; (b) of other exemptions from registration under the
Securities Act or any other state or federal securities laws; or (c) of the offering documents.

‘A “Legally Restricied Security” is a security that is a restricted security, as defined in Rule 144(a)(3), A ~Contractually
Restricted Security” 1s a security that upon issuance and continually thereafter can only be sold pursuant to Regulation § under the
Securities Act, Rule 144A, Rule 144, or in a transaction exempt from the registration requirements of the Securities Act pursuant (0
Section 4 of the Securities Act and not involving any public offering: provided, however, that once the security is sold pursuant to the
provisions of Rule 144, including Rule 144(b)(1}, it will thereby cease to be a“"Contractually Restricted Secunty.” For purposes of this
definition, in order for a depositary receipt to be considered a “Legally or Contractually Restnicted Security,” the underlying security
must also be a “Legally or Contractually Restricted Security.”

> Avent shail be defined as Depositary, Trustee, Trust Company or Paying Agent as such definition applies in the OTC
Letter of Representations to which this rider may be appended

@® orec.

The Depository Trust &
Clearing Corporation Page 1 of 2 Regulation S Rider 1



PURCHASE MONEY NOTE

Certificate No.: NT CL A-2 REG S
ISIN No.:
CUSIP No.:

$0 January 7, 2010

FOR VALUE RECEIVED, Multibank 2009-1 CRE Venture, LLC, a Delaware
limited liability company (herein referred to as the “Issuer”), hereby unconditionally
promises to pay to the order of Cede & Co., or its successors and registered assigns, the
principal sum of $0 (Zero and 00/100 United States Dollars) (or such other amount as
shall be the outstanding principal amount of this Purchase Money Note shown on
Schedule A hereto). No interest shall accrue on the outstanding principal amount of this
Purchase Money Note. The entire outstanding princjpal amount of this Purchase Money
Note shall be due and payable on January 7, 2013 (thy (Maturity Date”) or such earlier
date as such amount shall become due and pa nt to the terms of this Purchase
Money Note.

The principal of this Purchase
the United States of America as atthe
public and private debts. All pg
Money Note shall be subject to
Custodial and Paying Agency

capacities as the receiver WN attrsuth receivership, the “Receiver”), the
FDIC, as Receiver, as Collatepa rsuant to the Reimbursement, Security and

a ank, N.A. (as amended, supplemented or
restated from time to time, and includifig any substantially similar agreement entered into
by Issuer and any new or successor custodian and paying agent, the “Custodial and
Paying Agency Agreement”). This Purchase Money Note is subject to all terms of the
Custodial and Paying Agency Agreement. Unless otherwise defined herein, capitalized
terms used in this Purchase Money Note have the meanings provided in, or by reference
in, the Custodial and Paying Agency Agreement.

This Purchase Money Note may not be prepaid, in whole or in part, without the
prior written consent of the Purchase Money Notes Guarantor. Any amount repaid or
prepaid pursuant to this Purchase Money Note may not be reborrowed.

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

Multibank Structured Transaction 2009-1 CRE 5
Temporary Global Purchase Money Note Reg S A-2
468-003/MISC/2424809.4



NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A
PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ORA
FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY
FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION,
HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS
HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY
INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE (OR, IN THE CASE OF A FOREIGN, GOVERNMENTAL OR
CHURCH PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR FOREIGN,
FEDERAL, STATE OR LOCAL LAW).

ANY TRANSFER, PLEDGE OR OTHER UXK OF THIS PURCHASE MONEY
NOTE FOR VALUE OR OTHERWISE BY \Y PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HER CO., HAS AN INTEREST
HEREIN, UNLESS THIS PURCHASE MOQ PRESENTED BY AN

PURCHASE MONEY NOTE I8$ DISN &TERED IN THE NAME OF CEDE &
CO. OR OF SUCH OTHERENY .,

& CO).

FOR THE PURPG INS4272, 1273 AND 1275 OF THE

&, AS AMENDED, THIS PURCHASE MONEY
QRAGINAL ISSUE DISCOUNT. YOU MAY
CONTACT THE FEDERAL DEPOSHY INSURANCE CORPORATION AT 550 17TH
STREET, N.W., ROOM F-7014, WASHINGTON, D.C. 20429, ATTENTION: RALPH
MALAMI, AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND
THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE.

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

Multibank Structured Transaction 2009-1 CRE

Global/Un-certificated Purchase Money Note Rule 144A A-2
468-003/AGR/2424828.4



SCHEDULE A

SCHEDULE OF EXCHANGES OR REDEMPTIONS

The following exchanges, redemptions, repayments of or increase in the whole or a part of the
Purchase Money Notes represented by this Global Note have been made:

Date exchange/
redemption/repayment/
increase made

Original principal
amount of this
Global Note

Part of principal amount of|

this Global Note
exchanged/redeemed/
repaid/increased

Remaining Principal
amount of this Global
Note following such
exchange/redemption/
repayment/increase

Notation made by
‘or on behalf of the
Issuer

VAN
\
\

rN

rN

DN
YL

Multibank Structured Transaction 2009-1 CRE
‘Temporary Global Purchase Money Note Reg $ A-3

468-003/MISC/2424824.4



If and to the extent the Purchase Money Notes Guarantor makes any payment to
the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the
Purchase Money Notes Guarantor shall be subrogated to all of the rights of the Holder
with respect to any claim to which such payment relates to the extent of such payment,
and the Holder, upon acceptance of any such payment, will be deemed to have assigned
to the Purchase Money Notes Guarantor any and all claims it may have against the Issuer
or others and for which the Holder receives payment from the Purchase Money Notes
Guarantor pursuant to the Purchase Money Notes Guaranty. Upon the request of the
Purchase Money Notes Guarantor, the Holder shall execute written assignments of such
claims.

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

Holder in exercising any right

4 waiver of such right or any other
Ker On any one occasion be

any future occasion. Except
as otherwise set forth herein, the rights arfd permed e\Holder are cumulative and

No delay, omission or waiver on the part of tk
pursuant fo this Purchase Money Note shall operate a
right of the Holder, nor shall any delay, omissjon

hereby agrees to make, Kak i enNd make, all payments pursuant to this
Purchase Money Note respect to principal or any other
amount owed by the Is! oney Note, without notice,
demand, counterclaim, batement, suspension, limitation,
deferment, diminution, re that the Issuer may have against the
Holder hereof or any other ject in all respects to the priority of payment
set forth in Section 5.1 of the C id Paying Agency Agreement, and the Issuer
hereby waives and agrees not to assert any defense (other than payment in accordance
with the terms hereof), right of counterclaim, setoff or recoupment, or other right which it
may have against the Holder hereof or any other Person.

All notices, requests, demands, and other communications required or permitted
to be given or delivered under or by reason of the provisions of this Purchase Money
Note shall be 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 (a) actual receipt (or refusal thereof) by the relevant
party hereto and (b) (i) if delivered by hand or by nationally recognized courier service,
when signed for (or refused) by or on behalf of the relevant party hereto; ii) if delivered
by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (iii) if
delivered by electronic mail (which form of delivery is subject to the provisions of this

Mutltibank Structured Transaction 2009-1 CRE
Global/Un-certificated Purchase Money Note Rule 144A A-2
468-003/AGR/2424828.4



EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY
NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION
AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF
THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A
PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A
FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY
FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION,
HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS
HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY
INTEREST HEREIN) WILL NOT CONSTITUTE RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTIO) 6 OF ERISA OR SECTION
4975 OF THE CODE (OR, IN THE CASE OFA FOREYGN, GOVERNMENTAL OR
CHURCH PLAN, A VIOLATION OF ANY IALLY SIMILAR FOREIGN,

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS PURCHASE MONEY
NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY
CONTACT THE FEDERAL DEPOSIT INSURANCE CORPORATION AT 550 17TH
STREET, N.W., ROOM F-7014, WASHINGTON, D.C. 20429, ATTENTION: RALPH
MALAML, AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND
THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE.

THE FAILURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE
PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX
CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-
9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS
A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30)
OF THE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-

Muitibank Structured Transaction 2009-1 CRE 3
‘Temporary Global Purchase Money Note Reg S A-1
468-003/AGR/2420887.5



The terms of this Purchase Money Note may be amended from time to time only
by the written agreement of the Issuer and the Holder, subject in all instances to the terms
of the Purchase Money Notes Guaranty.

In any case in which consent of the Holder is required pursuant to the terms of
this Purchase Money Note, such consent shall be governed by the provisions of the
Custodial and Paying Agency Agreement.

This Purchase Money Note and the rights and the duties of the Issuer and the
Holder pursuant to this Purchase Money Note shall be governed by and construed in
accordance with federal law, but if federal law does not provide a rule of decision, it shall
be governed by and construed in accordance with the law of the State of New York,
excluding any conflict of laws rule or principle that might refer the governance or the
construction of this Purchase Money Note to the law of another jurisdiction.

(a) Each of the Issuer and each H.
FDIC; any Holder that is not the FDIC, a “Non-FDI
its Affiliates, irrevocably and unconditionally:

ler (if such Holder is not the
older”), on behalf of itself and

the United States District
iction of the United States

ansfer such suit, action or proceeding to
e court in which the FDIC Holder files

States District Court for the Soutt Atrict of New York or the United States District

Court for the District o Columbia; or

(C) assert that the United States District Court for the
Southern District of New York or the United States District Court for the District of
Columbia is an inconvenient forum.

(ii) consents to the jurisdiction of the Supreme Court of the
State of New York for any suit, action or proceeding against it or any of its Affiliates
commenced by the FDIC Holder arising out of, relating to, or in connection with this
Purchase Money Note or any Ancillary Document (other than the LLC Operating
Agreement), and waives any right to:

(A) remove or transfer such suit, action or proceeding to
any other court or dispute-resolution forum without the consent of the FDIC Holder;

Multibank Structured Transaction 2009-1 CRE 10
‘Temporary Global Purchase Money Note Reg S A-3
468-003/MISC/2424824.4



NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A
PLAN SUBJECT TO TITLE | OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A
FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY
FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION,
HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS
HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY
INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE (OR, IN THE CASE OF A FOREIGN, GOVERNMENTAL OR
CHURCH PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR FOREIGN,
FEDERAL, STATE OR LOCAL LAW).

ANY TRANSFER, PLEDGE OR OTHER USE\OF THIS PURCHASE MONEY
NOTE FOR VALUE OR OTHERWISE BY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEB CO., HAS AN INTEREST

HEREIN, UNLESS THIS PURCHAS! . PRESENTED BY AN
AUTHORIZED REPRESENTATIVE Y TRUST

COMPANY (“DTC”), NEW YOR aN UER OR ITS AGENT
FOR REGISTRATION OF TRA R AAS ENT AND ANY
PURCHASE MONEY NOTE I8S ROYSTERED IN THE NAME OF CEDE &

ESTED BY AN AUTHORIZED
REPRESENTATIVE
& CO).

FOR THE PURP' . 72, 1273 AND 1275 OF THE
INTERNAL REVENUE C' , AS AMENDED, THIS PURCHASE MONEY
NOTE IS BEING ISSUED WI AL ISSUE DISCOUNT. YOU MAY
CONTACT THE FEDERAL DEP INSURANCE CORPORATION AT 550 17TH
STREET, N.W., ROOM F-7014, WASHINGTON, D.C. 20429, ATTENTION: RALPH
MALAMI, AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND
THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE.

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

Multibank Structured Transaction 2009-1 CRE

Global/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4



INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM
DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000
IN EXCESS THEREOF.

ge

Multibank Structured Transaction 2009-1 CRE
Global/Un-certificated Purchase Money Note Rule 144A A-2
468-003/AGR/2424828.4



IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
or in facsimile, by its Initial Member as of the date first shown above.

Multibank 2009-1 CRE Venture, LLC

By: Federal Deposit Insurance Corporation, as
Receiver for various failed financial institutions
listed on Schedule B hereto, as Initial Member

By:
Name: Ralph Malami
Title: Attorney-in-Fact

ge

{Signature Page to Global Purchase Money Note Reg S (A-1)}

Multibank Structured Transaction 2009-1 CRE
‘Temporary Global Purchase Money Note Reg S A-t
468-103 AGR/2A20887



action on the part of the Holder and without the consent of the Purchase Money Notes
Guarantor.

If and to the extent the Purchase Money Notes Guarantor makes any payment to
the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the
Purchase Money Notes Guarantor shall be subrogated to all of the rights of the Holder
with respect to any claim to which such payment relates to the extent of such payment,
and the Holder, upon acceptance of any such payment, will be deemed to have assigned
to the Purchase Money Notes Guarantor any and all claims it may have against the Issuer
or others and for which the Holder receives payment from the Purchase Money Notes
Guarantor pursuant to the Purchase Money Notes Guaranty. Upon the request of the
Purchase Money Notes Guarantor, the Holder shall execute written assignments of such
claims.

The Issuer shall pay to the Holder hereof such additional amounts as shall be
sufficient to pay the Holder's actual and reasonable qésts and expenses of collection,
including without limitation reasonable attorneys’ fe

No delay, omission or waiver on the pa ider in exercising any right

deemed a bar to or waiver of the sa ture occasion. Except
as otherwise set forth herein, th¢ . é are cumulative and
not exclusive of any rights or rembdi . eX would otherwise have.

o make, all payments pursuant to this

whether in respect to principal or any other
is Purchase Money Note, without notice,
demand, counterclaim, setoff, dsdd defense, abatement, suspension, limitation,
deferment, diminution, recoupment her right that the Issuer may have against the
Holder hereof or any other Person, but subject in all respects to the priority of payment
set forth in Section 5.1 of the Custodial and Paying Agency Agreement, and the Issuer
hereby waives and agrees not to assert any defense (other than payment in accordance
with the terms hereof), right of counterclaim, setoff or recoupment, or other right which it
may have against the Holder hereof or any other Person.

hereby agrees to make, 4
Purchase Money Note in

All notices, requests, demands, and other communications required or permitted
to be given or delivered under or by reason of the provisions of this Purchase Money
Note shail 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 (a) actual receipt (or refusal thereof) by the relevant
party hereto and (b) (i) if delivered by hand or by nationally recognized courier service,
when signed for (or refused) by or on behalf of the relevant party hereto; ii) if delivered
Multibank Structured Transaction 2009-1 CRE

Global/Un-certificated Purchase Money Note Rule 144A A-1
468-003/AGR/2393731.5



If and to the extent the Purchase Money Notes Guarantor makes any payment to
the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the
Purchase Money Notes Guarantor shall be subrogated to all of the rights of the Holder
with respect to any claim to which such payment relates to the extent of such payment,
and the Holder, upon acceptance of any such payment, will be deemed to have assigned
to the Purchase Money Notes Guarantor any and all claims it may have against the Issuer
or others and for which the Holder receives payment from the Purchase Money Notes
Guarantor pursuant to the Purchase Money Notes Guaranty. Upon the request of the
Purchase Money Notes Guarantor, the Holder shall execute written assignments of such
claims.

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

Holder in exercising any right
waiver of such right or any other

No delay, omission or waiver on the part of t
pursuant to this Purchase Money Note shall operate
right of the Holder, nor shall any delay, omiss} er on any one occasion be
deemed a bar to or waiver of the same or any future occasion. Except
as otherwise set forth herein, the rights gf nedj older are cumulative and

The Issuer’s obligation:
unconditional and shall not be a Q jr€umstance whatsoever, and the Issuer
hereby agrees to make, area x i enNdynake, all payments pursuant to this

amount owed by the Is! loney Note, without notice,
demand, counterclaim, Jabatement, suspension, limitation,
deferment, diminution, redoypment oh other that the Issuer may have against the
Holder hereof or any other Ps bject in all respects to the priority of payment
set forth in Section 5.1 of the Cds nd Paying Agency Agreement, and the Issuer
hereby waives and agrees not to assert any defense (other than payment in accordance
with the terms hereof), right of counterclaim, setoff or recoupment, or other right which it
may have against the Holder hereof or any other Person.

All notices, requests, demands, and other communications required or permitted
to be given or delivered under or by reason of the provisions of this Purchase Money
Note shall be 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 (a) actual receipt (or refusal thereof) by the relevant
party hereto and (b) (i) if delivered by hand or by nationally recognized courier service,
when signed for (or refused) by or on behalf of the relevant party hereto; ii) if delivered
by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (iii) if
delivered by electronic mail (which form of delivery is subject to the provisions of this

Multibank Structured Transaction 2009-1 CRE 8
‘Temporary Global Purchase Money Note Reg $ A-3
468-003/MISC/2424824.4



If and to the extent the Purchase Money Notes Guarantor makes any payment to
the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the
Purchase Money Notes Guarantor shall be subrogated to all of the rights of the Holder
with respect to any claim to which such payment relates to the extent of such payment,
and the Holder, upon acceptance of any such payment, will be deemed to have assigned
to the Purchase Money Notes Guarantor any and all claims it may have against the Issuer
or others and for which the Holder receives payment from the Purchase Money Notes
Guarantor pursuant to the Purchase Money Notes Guaranty. Upon the request of the
Purchase Money Notes Guarantor, the Holder shall execute written assignments of such
claims.

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

Holder in exercising any right
4 waiver of such right or any other

No delay, omission or waiver on the part of tha
pursuant to this Purchase Money Note shall operate a!
right of the Holder, nor shall any delay, omissi@mor wa
deemed a bar to or waiver of the same or gry-ethe

any future occasion. Except

as otherwise set forth herein, the rights, é ‘ older are cumulative and
not exclusive of any rights or remedies exwise have.

The Issuer’s obligation: p ote are absolute and
unconditional and shall not be al mstance whatsoever, and the Issuer
hereby agrees to make, ake, all payments pursuant to this
Purchase Money Note {i Prespect to principal or any other

amount owed by the Iskuk a this Purghdse Money Note, without notice,
demand, counterclaim, i

hereby waives and agrees not to assert any defense (other than payment in accordance
with the terms hereof), right of counterclaim, setoff or recoupment, or other right which it
may have against the Holder hereof or any other Person.

All notices, requests, demands, and other communications required or permitted
to be given or delivered under or by reason of the provisions of this Purchase Money
Note shall be 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 (a) actual receipt (or refusal thereof) by the relevant
party hereto and (b) (i) if delivered by hand or by nationally recognized courier service,
when signed for (or refused) by or on behalf of the relevant party hereto; ii) if delivered
by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (iii) if
delivered by electronic mail (which form of delivery is subject to the provisions of this

Multibank Structured Transaction 2009-1 CRE 8
Global/Un-certificated Purchase Money Note Rule 1444 A-3
468-003/AGR/2424829.4



SCHEDULE B

LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS

Bank Name

Columbian Bank and Trust
Integrity Bank
Silver State Bank —
Alpha Bank and Trust
Freedom Bank

Security Pacifi ic Bank
Franklin Bank, SSB

The Community Bank
First Georgia Community

Sanderson State Bank
Haven Trust Bank

FirstBank Fin

‘Combelt B Bank and ‘Pittsfiel
Riverside Bank of the Gulf

Silver Falls Bank
Security Savings Bank
FirstCity Bank

Omni National Bank -

Multibank Structured Transaction 2009-1 CRE
‘Temporary Global Purchase Money Note Reg $ A-3
468-003/MISC/2424824.4

‘(City _ ‘State Fund Closing Date _
‘Topeka 7
. Alpharetta GA August 29, 2008

Henderson : NV
‘Alpharetta. GA
Bradenton FL
Los Angeles ‘CA
“Houston TX.

; ‘Loganville’

Cape Coral FL

‘Silverton ; OR
‘Henderson NV
\Stockbridge GA

‘Atlanta GA ;

; ; Jupiter FL

B-1

~ 10037

10013 September 5, 2008

“10018 (October 24, 2008

10019 October 31, 2008

“10020 November 7, 2008
: 10021 ‘November 7, 2008
10022 November 21, 2008

10025 December 5, 2008
December 12, 2008

10026

~ 10030 SJanuary 23,2009

10031 January 30, 2009

~ 10032 January 30, 2009

10036 February 6, 2009

10038 February 13, 2009

10041 February 20, 2009
10043 February 27, 2009
10047 March 20, 2009
10048 March 27, 2009

10095 July 31,2009

cember 12, 2008

ebruary 13, 2009



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

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

(iii) agrees to bring any suit, action or proceeding by the Issuer,
each Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating
to, or in connection with this Purchase Money Note or any Ancillary Document in only
either the United States District Court for the Southern District of New York or the
United States District Court for the District of Columbia, and waives any right to remove
or transfer such suit, action or proceeding to any other court or dispute-resolution forum
without the consent of the FDIC Holder, and agrees to consent thereafter to transfer of the
suit, action or proceeding to either the United States District Court for the Southern
District of New York or the United States District Court for the District of Columbia at
the option of the FDIC Holder; and

e\ District Court for the Southern
District of New York and the United States Di \for the District of Columbia

¥Alling within paragraph (a)(iii)
above, to bring that suit, action or proc lreme Court of the State of

New York, and waives any right tore

entered against it in an!
be enforced in any co

agrees that service of all writs, prosess-afd summonses in any suit, action or proceeding
pursuant to paragraph (a) or paragraph (b) above may be effected by the mailing of
copies thereof by registered or certified mail, postage prepaid, to it at its address for
notices set forth in this Purchase Money Note (with copies to such other Persons as
specified herein); provided, however, that nothing contained in this paragraph (c) shall
affect the right of any party to serve process in any other manner permitted by Law.

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

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS

Multibank Structured Transaction 2009-1 CRE 11
Giobal/Un-certificated Purchase Money Note Rule 144A A-3
468-003/AGR/2424829.4