EXECUTION VERSION 

CRE/ADC Venture 2012-1 Structured Transaction 

ASSET CONTRIBUTION AND SALE AGREEMENT 


BY AND BETWEEN 


THE FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS 


CAPACITY AS RECEIVER 


AND 


CRE/ADC VENTURE 2012-1, LLC 


Dated as of December 11,2012 


CRE/ ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

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TABLE OF CONTENTS 


ARTICLE I Definitions and Construction .....................................................................................2 


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


Section 1.2. Construction.................................................................................................2 


ARTICLE II Contribution and Sale of Assets ...............................................................................2 


Section 2.1. Assets Acquired by the Company ................................................................2 


Section 2.2. Liabilities Assumed by the Company ..........................................................3 


Section 2.3. Allocation of Payments; Interim Servicing Expenses and Pre-


Approved Charges; Offsets Against Accounts at Failed Banks ................. .4 


Section 2.4. Adjustments................................................................................................. 5 


Section 2.5. Rebates and Refunds ....................................................................................6 


Section 2.6. Interest Conveyed ........................................................................................6 


Section 2.7. Retained Claims ...........................................................................................6 


Section 2.8. Transfer Taxes .............................................................................................7 


Section 2.9. Assets Subject to Existing Agreements .......................................................7 


Section 2.1 0. Purchase Money Notes ................................................................................7 


Section 2.11. Exempt Taxes .............................................................................................. 8 


ARTICLE III Transfer of Assets, Collateral Documents and Interim Servicing ..........................9 


Section 3.1. Delivery ofDocuments ................................................................................9 


Section 3.2. Recordation of Documents........................................................................ 15 


Section 3.3. Transfer of Servicing................................................................................. 16 


Section 3.4. Grant of Power of Attorney by Company.................................................. 19 


ARTICLE IV Covenants, Duties and Obligations ofthe Company ............................................ 19 


Section 4.1. Servicing of Assets.................................................................................... 19 


Section 4.2. Collection Agency/Contingency Fee Agreements ..................................... 19 


Section 4.3. Insured or Guaranteed Assets ....................................................................20 


Section 4.4. Reporting to or for the Applicable Taxing Authorities ..............................20 


Section 4.5. Assets in Litigation ....................................................................................20 


Section 4.6. Assets in Bankruptcy .................................................................................25 


Section 4.7. Asset-Related Insurance ............................................................................25 


Section 4.8. Loans with Escrow Accounts ....................................................................26 


Section 4.9. Transferor as Lead Lender in Loan Participations .....................................26 


Section 4.1 0. Contracts for Deed .....................................................................................26 


Section 4.11. Acquired Property ......................................................................................27 


Section 4.12. Leases.........................................................................................................27 


Section 4.13. Notice to Borrowers ...................................................................................27 


Section 4.14. Notice of Claims........................................................................................27 


Section 4.15. Use ofthe FDIC's Name and FDIC Legal Powers ....................................27 


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Section 4.16. Prior Servicer Information .........................................................................28 


Section 4.17. Release ofTransferor, FDIC and Failed Bank:s.........................................28 


ARTICLE V Assets Conveyed "As Is" and Without Recourse ...................................................29 


Section 5.1. Assets Conveyed "As Is" ...........................................................................29 


Section 5.2. No Warranties or Representations with Respect to Escrow 


Section 5.3. No Warranties or Representations as to Amounts of Unfunded 


Section 5.4. Disclaimer Regarding Calculation or Adjustment of Interest on any 


Section 5.8. No Warranties or Representations as to Real Estate Taxes or Other 


Section 5.9. No Warranties or Representations as to Assets or Liabilities of 


Accounts....................................................................................................30 


Principal. .................................................................................................... 30 


Asset........................................................................................................... 30 


Section 5.5. No Warranties or Representations With Regard to Information ...............30 


Section 5.6. Intervening or Missing Assignments .........................................................30 


Section 5.7. No Warranties or Representations as to Documents .................................31 


Potential Liens Affecting Collateral. .........................................................31 


Ownership Entities .....................................................................................31 


ARTICLE VI Repurchase by Transferor at Company's Option ..................................................31 


Section 6.1. Repurchases at Company's Option ............................................................31 


Section 6.2. Notice to Transferor. ..................................................................................33 


Section 6.3. Re-delivery ofNotes, Files and Documents ..............................................34 


Section 6.4. Waiver of Company's Repurchase Option ................................................35 


ARTICLE VII Notices .................................................................................................................35 


Section 7.1. Notices.......................................................................................................35 


ARTICLE VIII Miscellaneous Provisions ...................................................................................36 


Section 8 .1. Severability................................................................................................36 


Section 8.2. Governing Law ..........................................................................................36 


Section 8.3. Cost, Fees and Expenses ............................................................................36 


Section 8.4. Waivers; Amendment and Assignment. ....................................................37 


Section 8.5. No Presumption .........................................................................................40 


Section 8.6. Entire Agreement. ......................................................................................40 


Section 8.7. Jurisdiction; Venue and Service ............................................................... .40 


Section 8.8. Waiver ofJury Trial ...................................................................................42 


Section 8.9. Counterparts; Facsimile Signatures ...........................................................42 


Section 8.10. Headings....................................................................................................43 


Section 8.11. Compliance with Law ................................................................................43 


Section 8.12. Right to Specific Performance .................................................................. .43 


Section 8.13. Indemnity...................................................................................................43 


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Attachments and Schedules 

Attachment A 

Attachment B 

Attachment C 

Attachment D 

Attachment E 

Attachment F 

Attachment G-1 

Attachment G-2 

Attachment H 

Attachment I 

Attachment J -1 

Attachment J-2 

Attachment J-3 

Attachment K 

Attachment L 

Attachment M 

Schedule I 

Schedule II 

Asset Schedule 

Private Owner Interest Asset Value Schedule 

Ownership Entity and Receiver Acquired Property Schedule 

Affidavit and Assignment of Claim 

Allonge 

Assignment and Lost Instrument Affidavit 

Assignment ofReal Estate Mortgage 

Assignment ofReal Estate Deed ofTrust 

Assignment of Assignment of Leases and Rents and Other Loan 

Documents 

Assignment and Acceptance of Limited Liability Company Interest 

Receiver's Deed 

Omnibus Assignment 

Receiver's Quitclaim Deed 

Limited Power of Attorney 

Form of Litigation Substitution Report 

Purchase Money Notes Guaranty 

Methodology for Determining Percentage Interests in Each Asset Sold 

and Contributed 

List of Purchase Money Notes 

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ASSET CONTRIBUTION AND SALE AGREEMENT 


THIS ASSET CONTRIBUTION AND SALE AGREEMENT (as the same shall be 

amended or supplemented, this "Agreement") is made and entered into as of December 11, 

2012, by and between the Federal Deposit Insurance Corporation, as Receiver (the 

"Transferor"), and CRE/ADC Venture 2012-1, LLC, a Delaware limited liability company (the 

"Company"). 

RECITALS 

WHEREAS, the Transferor owns the Assets described on the Asset Schedule attached to 

this Agreement as Attachment A (the "Asset Schedule"); 

WHEREAS, the Transferor has determined to liquidate the Assets; 

WHEREAS, the Transferor has formed the Company and holds the sole membership 

interest in the Company; 

WHEREAS, the Transferor desires to transfer the Assets to the Company, partly as a 

capital contribution and partly as a sale, in the manner and on the terms and conditions more 

fully set forth in this Agreement; 

WHEREAS, the Transferor and the Private Owner agree that the transfer of the Assets by 

the Transferor to the Company occurs partly as a sale of an undivided interest in each Asset to 

the Company and partly as a contribution of an undivided interest in each Asset to the Company 

(which undivided interests, for the avoidance of doubt, aggregate 100%) and, furthermore, the 

Transferor and the Private Owner agree that the amount of the undivided interest in each Asset 

that is sold to the Company, and the amount of the undivided interest in each Asset that is 

contributed to the Company, is as determined pursuant to Schedule I hereto; 

WHEREAS, the Transferor and the Company desire that, in consideration of the transfer 

of the Assets to the Company to the extent such transfer constitutes a sale, the Company will 

issue, execute and deliver to the Transferor the Purchase Money Notes dated as of the Closing 

Date with the maturity date and in the principal amount set forth on Schedule II hereto; 

WHEREAS, immediately following the execution and delivery hereof, pursuant to the 

Private Owner Interest Sale Agreement, the Transferor will sell and transfer the Private Owner 

Interest (as defined therein) to the Private Owner for the Private Owner Interest Sale Price; and 

WHEREAS, the Transferor and the Company desire to memorialize their agreement 

relating to the contribution and sale of the Assets to the Company and certain other matters as set 

forth in this Agreement; 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and 

agreements hereinafter contained, and for other good and valuable consideration the receipt and 

sufficiency of which are hereby acknowledged, the Transferor and the Company hereby agree as 

follows: 

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ARTICLE I 

Definitions and Construction 

Section 1.1. Definitions. For purposes of this Agreement, terms used herein (including 

in the preamble and recitals hereto), to the extent the same are defined in, or by reference in, that 

certain Agreement of Definitions- CRE/ADC Venture 2012-1 Structured Transaction, dated as 

of the date hereof, by and among the parties hereto and certain others (as the same may be 

amended from time to time in accordance with the terms set forth herein for the amendment of 

this Agreement) (the "Agreement of Definitions"), and are not otherwise defined herein, shall 

have the respective meanings and definitions given, or referred to, in such Agreement of 

Definitions. 

Section 1.2. Construction. The Rules of Construction apply to this Agreement. 

ARTICLE II 

Contribution and Sale of Assets 

Section 2.1. Assets Acquired by the Company. The Transferor hereby conveys to the 

Company, and the Company hereby acquires and accepts from the Transferor, in each case 

effective as of the Closing Date, without recourse, by way of a sale to the extent of the initial 

aggregate principal amount of the Purchase Money Notes and otherwise as a capital contribution, 

all right, title and interest of the Transferor in and to: 

(a) the Assets (including all Receiver Acquired Property (other than equity or 

other interests in an Ownership Entity) not held by an Ownership Entity (by transfer thereof to an 

Ownership Entity) and Ownership Entities (by transfer of the equity or other interests therein to 

the Company) identified on the Ownership Entity and Receiver Acquired Property Schedule, 

Notes, other Asset Documents and Related Agreements), including all future advances made 

with respect thereto, and all rights in the Collateral pursuant to the Collateral Documents; 

(b) all amounts payable to the Transferor pursuant to the Asset Documents, 

and all obligations owed to the Transferor in connection with the Assets and the Asset 

Documents, in each case after the Closing Date; 

(c) all claims, suits, causes of action or other rights of the Transferor, whether 

known or unknown, against a Borrower or any Obligor or any of their respective Affiliates, 

agents, representatives, contractors or advisors or any other Person arising in connection with or 

pursuant to the Assets or the Asset Documents or that are in any way based on or related to any 

of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and 

all other claims at law or in equity arising pursuant to or in connection with the Asset Documents 

or the transactions related thereto or contemplated thereby; 

(d) all cash, securities or other property received or applied after the Closing 

Date by or for the account of the Transferor under the Assets, including all distributions received 

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

otherwise of a Borrower or Obligor pursuant to or with respect to the Assets, and any securities, 

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

the foregoing; 

(e) to the extent (but only to the extent) specified in the first sentence of 

Section 4.7 below, rights of the Transferor under insurance policies with respect to the Assets; 

and 

(f) all distributions on, or proceeds or products of or with respect to, any of 

the foregoing, and the rights to receive such distributions, proceeds or products thereof; 

provided, however, that the Transferor does not hereby convey to the Company (or any other 

Person) (i) (x) any right, title or interest in, to or under any claim, property or asset described in 

the last sentence of Section 2.6, or in Section 2.7, or in, to or under any contract or other 

instrument that is not a Transferred Contract, or (y) without limitation of clause (x), except as 

expressly otherwise specified in the first sentence of Section 4.7 below, any right, title or interest 

in, to or under any insurance policy, (ii) for the avoidance of doubt, any portion of its limited 

liability company interest in the Company or any of its right, title or interest under the 

Organizational Documents of the Company or (iii) any distributions on, or proceeds or products 

of or with respect to, any of the foregoing described in clauses (i) and ill}, or any rights to 

receive such distributions, proceeds or products thereof. The Transferor and the Company agree 

that the conveyance and transfer contemplated by this Section 2.1 and the other provisions ofthis 

Agreement is intended to be an absolute conveyance and transfer of ownership of the Assets in 

part by capital contribution and in part by sale. 

Section 2.2. Liabilities Assumed by the Company. The Company (i) hereby assumes 

as of the Cut-Off Date the Obligations, and agrees to perform and pay the Obligations when due, 

and (ii) in addition to and without limitation of clause (i), shall indemnify and hold harmless the 

Transferor from and against all costs and expenses (including attorneys' fees and litigation and 

similar costs, and other out-of-pocket expenses, actually incurred in investigating, defending, 

asserting or preparing the defense of any Action), judgments, awards, fines, amounts paid in 

settlement or penalties incurred by the Transferor (at any time after the Cut-Off Date) arising out 

of, resulting from or otherwise in connection with any Assumed Closing Date Asset Litigation. 

Without limitation of the preceding sentence, the Company shall make such payments to the 

Transferor as shall be necessary to give effect, as between the Company and the Transferor, to 

the assumption of the Obligations as of the Cut-Off Date (as if this Agreement had been executed 

and delivered at, and the "Obligations" determined (for purposes of this sentence) as of, the CutOff Date (and the Closing Date and the Cut-Off Date were the same date)), including 

reimbursing the Transferor for any payments made by the Transferor between the Cut-Off Date 

and the Closing Date in respect of the Obligations (as so determined). If there arises any 

question as to whether a Liability arising or becoming due or payable pursuant to or in 

accordance with any Transferred Contract was, in accordance with the FDIC Legal Powers 

legally binding on and valid against the Receiver, the Transferor's determination in this regard 

shall be conclusive and binding on the Company. 

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Section 2.3. Allocation of Payments; Interim Servicing Expenses and Pre-Approved 

Charges; Offsets Against Accounts at Failed Banks. 

(a) All payments and other amounts received on account of any of the Assets 

or Collateral (including pursuant to any insurance policy) on or before the Cut-Off Date shall be 

retained by and shall belong to the Transferor (subject to Section 2.3(d) below). However, 

notwithstanding that the Assets are conveyed to the Company only on the Closing Date, any and 

all Asset Proceeds received at any time after the Cut-Off Date shall be allocated and distributed 

to and shall belong to the Company. 

(b) The Transferor shall be paid or reimbursed by the Company as soon as 

practicable after each Servicing Transfer Date for Interim Servicing Expenses and Pre-Approved 

Charges that an Existing Servicer pays after the Cut-Off Date through the Servicing Transfer 

Date out of its own funds (rather than withdrawing such funds from the Collection Account or 

the Working Capital Reserve Account or otherwise using Asset Proceeds to pay for the 

respective Interim Servicing Expenses or Pre-Approved Charges). Any such amounts for 

Interim Servicing Expenses or Pre-Approved Charges paid after the Cut-Off Date through the 

Servicing Transfer Date owed to but not reimbursed to the Transferor on the Servicing Transfer 

Date for the respective Asset shall be reimbursed by the Company to the Transferor on demand. 

(c) Without limitation of, and subject to, the other provisions of this 

Agreement (including Sections 2.3(b), and 3.3(e), and the last sentence of Section 3.3(d)), the 

Transferor shall be responsible for reimbursing each third-party Existing Servicer for any 

payments made by such third-party Existing Servicer to fund Interim Servicing Expenses or PreApproved Charges with respect to an Asset, as well as for any advances of principal or interest or 

any other advances with respect to an Asset made by such third-party Existing Servicer. Without 

limitation of, and subject to, the other provisions of this Agreement (including Sections 2.3(b), 

and 3.3(e), and the last sentence of Section 3.3(d)) the Transferor also shall be responsible for 

paying any fee owing to an Existing Servicer in connection with the termination of any servicing 

agreement with such Existing Servicer. 

(d) With respect to any Loan, Transferor reserves the right to permit or 

require offsets against such Loan on account of, and with funds in, any applicable deposit 

account (of any related Borrower or other Obligor) held with the applicable Failed Bank. If 

allowed by Transferor (and to the extent so allowed), such offsets will be retroactive to the date 

that the FDIC was appointed Receiver for the applicable Failed Bank. To the extent that such 

offset is not already reflected in the Cut-Off Date Unpaid Principal Balance, (a) the Transferor 

will give notice to the Company of such offset and transfer the amount of such offset (not 

already reflected in the Cut-Off Date Unpaid Principal Balance) to the Company to be treated as 

Asset Proceeds relating to such Loan and deposited into the Collection Account (and such offset 

shall be disregarded for purposes of determination of the Adjusted Unpaid Principal Balance of 

such Loan and any adjustments pursuant to Sections 2.4(c) or 2.4(d), but shall be taken into 

account for purposes of determination of the Unpaid Principal Balance of such Loan for all other 

purposes), and (b) the Company shall (for purposes of the applicable Note(s) and other Asset 

Documents) and all calculations as between the Company and the applicable Borrower (or other 

Obligor) with respect to the amounts owing under such Loan), credit the amount of such offset 

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(on a dollar-for-dollar basis) to such Loan according to the terms and conditions of the applicable 

Note(s) (and other Asset Documents) as of the date that the FDIC was appointed Receiver for the 

applicable Failed Bank. 

Section 2.4. Adjustments. 

(a) The Private Owner shall, and shall cause the Servicer to, cooperate with 

the Transferor in reconciling the amounts of advances made with respect to each Asset through 

the Servicing Transfer Date for such Asset to fund Interim Servicing Expenses, Pre-Approved 

Charges or otherwise. As soon as practicable after the respective Servicing Transfer Date, the 

Transferor shall provide the Company with a statement setting forth, for each Asset that is the 

subject of such Servicing Transfer Date, the amount of all advances made with respect to such 

Asset prior to the Servicing Transfer Date for such Asset and the amount of any reimbursement 

of advances that the Transferor has received from the respective Borrower or other Obligor. 

(b) As soon as practicable after each respective Servicing Transfer Date, the 

Transferor shall provide the Company with a statement setting forth, for each Asset that is the 

subject of such Servicing Transfer Date, the Adjusted Unpaid Principal Balance, Adjusted 

Escrow Balance and the Unpaid Principal Balance as of the Servicing Transfer Date. Each such 

statement shall be accompanied by an explanation of the reasons for any adjustment to any CutOff Date Unpaid Principal Balance or Escrow Balance. In addition, an amount equal to the 

positive balance of any Escrow Accounts with respect to the relevant Group of Assets as of each 

Servicing Transfer Date shall be remitted to the Servicer (and shall not be considered to 

constitute Asset Proceeds). 

(c) If the Adjusted Unpaid Principal Balance of any Asset exceeds the CutOff Date Unpaid Principal Balance of such Asset (such excess, the "Excess Principal"), the 

Private Owner shall be liable to the Transferor for an amount equal to the Adjustment Percentage 

multiplied by the Excess Principal. If the Cut-Off Date Unpaid Principal Balance of any Asset 

exceeds the Adjusted Unpaid Principal Balance of any Asset (such deficiency, the "Principal 

Deficiency"), the Transferor shall be liable to the Private Owner for an amount equal to the 

Adjustment Percentage multiplied by the Principal Deficiency. No adjustment will be made for 

any miscalculation ofinterest on any Asset. 

(d) As soon as practicable after the final Servicing Transfer Date, the 

aggregate amount owed by the Private Owner to the Transferor pursuant to Section 2.4(c) 

(excluding the amount of any Interim Servicing Expenses or Pre-Approved Charges due to the 

Transferor) shall be subtracted from the aggregate amount owed to the Private Owner by the 

Transferor pursuant to Section 2.4(c). If the resulting amount is a positive number, the 

Transferor shall pay such amount to the Private Owner, and if the resulting amount is a negative 

number, the Private Owner shall pay the absolute value of such amount to the Transferor, in each 

case as soon as practicable after the final Servicing Transfer Date. The Company shall adjust its 

records to reflect the Adjusted Unpaid Principal Balances, the Adjusted Escrow Balances and the 

Unpaid Principal Balances with respect to the Assets. 

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Section 2.5. Rebates and Refunds. The Company is not entitled to any rebates or 

refunds from the Transferor or any Failed Bank from any pre-computed interest Loan regardless 

of when the Note matures. Further, on pre-computed interest Loans, neither the Transferor nor 

any Failed Bank will refund any unearned discount amounts to the Company. 

Section 2.6. Interest Conveyed. In the event a foreclosure on Collateral for any Loan 

occurs after the Cut-Off Date, or occurred on or before the Cut-Off Date but the Redemption 

Period had not expired on or before the Cut-Off Date, the Transferor shall convey to the 

Company all of the Transferor's right, title and interest as of the Closing Date in and to such 

Loan and the related Deficiency Balance, if any, together with the net proceeds, if any, of such 

foreclosure sale. With respect to any Receiver Acquired Property (including where the 

Transferor was the purchaser thereof at any such foreclosure sale pursuant to the preceding 

sentence), the Transferor shall convey to the Company all right, title and interest of the 

Transferor as of the Closing Date in and to the related Underlying Loan and any Deficiency 

Balance with respect thereto, together with a Receiver's Deed and Omnibus Assignment (in the 

case of Receiver Acquired Property other than Potentially Defectively Foreclosed Receiver 

Acquired Property) or a Receiver's Quitclaim Deed (in the case of Potentially Defectively 

Foreclosed Receiver Acquired Property), as applicable, conveying such Receiver Acquired 

Property to an Ownership Entity, as specified on the Ownership Entity and Receiver Acquired 

Property Schedule (unless the Receiver Acquired Property was purchased by an Ownership 

Entity, in which case the Transferor shall convey to the Company all equity interests in such 

Ownership Entity pursuant to an Assignment and Acceptance of Limited Liability Company 

Interest). The Company acknowledges and agrees that the Company shall not (directly or 

indirectly through any Ownership Entity) acquire any interest in or to (a) any Collateral that was 

foreclosed by the Transferor or any of its predecessors-in-interest on or before the Cut-Off Date 

and for which the Redemption Period, if any, had expired on or before the Cut-Off Date (other 

than Receiver Acquired Property (x) expressly described as "Owned Real Estate" on the 

Ownership Entity and Receiver Acquired Property Schedule, or (y) held as of the Closing Date 

by an Ownership Entity set forth in the Ownership Entity and Receiver Acquired Property 

Schedule); (b) provided in the Asset Schedule or the Ownership Entity and Receiver Acquired 

Property Schedule, any Underlying Loan or Deficiency Balance (or Deficiency Judgment Claim) 

relating to or arising out of any such Receiver Acquired Property described in the parenthetical 

in the foregoing clause (a) for which the foreclosure or other acquisition event occurred, with 

expiration of any relevant Redemption Period, on or before the Cut-Off Date; or (c) any 

performance or completion bond or letter of credit or other assurance filed with any 

Governmental Authority with respect to any Asset for the purpose of ensuring that improvements 

constructed or to be constructed are completed in accordance with any governmental regulations 

or building requirements applicable to the proposed or completed improvement to the extent that 

any such performance or completion bond or letter of credit or other assurance constitutes a 

promise or obligation of the Transferor or any Failed Bank to make any payment or otherwise 

provide any performance or satisfaction. 

Section 2.7. Retained Claims. Notwithstanding anything to the contrary in this 

Agreement, the Company and the Transferor agree that the contribution and sale by the 

Transferor pursuant to this Agreement will exclude the transfer to the Company of any right, title 

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and interest of the Transferor, any Failed Bank and any predecessors-in-interest thereto in and to 

any and all claims of any nature whatsoever that now may exist or hereafter may arise, whether 

known or unknown, that the Transferor, any Failed Bank or predecessors-in-interest thereto have 

or had or that any may have or may have had, regardless of when any such claim is discovered, 

against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, 

other Persons employed by the Transferor, any Failed Bank or any of its predecessors-in-interest, 

underwriters or any other similar Persons who may have caused a loss to the Transferor, any 

Failed Bank or any of its predecessors-in-interest in connection with the initiation, origination, 

servicing or administration of an Asset; (b) any appraisers, accountants, auditors, attorneys, 

investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other 

professional individuals or Persons who performed services for the Transferor, any Failed Bank 

or any of its predecessors-in-interest relative to the initiation, origination, servicing or 

administration of an Asset; (c) any third parties for alleged fraud, misrepresentation or other 

misconduct in connection with the initiation, origination or servicing of an Asset; or (d) any 

appraiser or other Person with whom the Transferor, any Failed Bank or any of their 

predecessors-in-interest or any servicing agent contracted for services or title insurance or 

closing protection coverage in connection with the initiation, origination, insuring or servicing of 

an Asset; provided, however, that claims under and pursuant to a title insurance policy shall not 

constitute excluded or retained claims pursuant to this Section 2.7. 

Section 2.8. Transfer Taxes. Except as otherwise provided in this Agreement, the 

Company shall pay, indemnify and hold harmless the Transferor and its Related Persons from 

and against any Transfer Taxes and shall file timely any returns required to be filed with respect 

to such Transfer Taxes; provided, however, that the Transferor shall pay (and shall not be 

entitled to be reimbursed for) any Transfer Taxes in the nature of mortgage recording Taxes and 

shall file timely any returns required to be filed with respect to such Transfer Taxes required to 

complete the conveyance of any mortgage under Section 2.1. Transfer Taxes paid by the 

Company pursuant to this Section 2.8 shall constitute Pre-Approved Charges. 

Section 2.9. Assets Subject to Existing Agreements. Notwithstanding any provision of 

this Agreement to the contrary, the Company acknowledges and agrees that each Asset is 

conveyed, contributed and sold to the Company subject to any and all contracts and agreements 

to which the Transferor or any predecessor-in-interest is a party with respect to such Asset as of 

the Closing Date, including any settlement agreements, restructuring agreements or sale and 

purchase agreements (other than any Transferor Loan-Servicing Contract). 

Section 2.1 0. Purchase Money Notes. 

(a) In consideration of the transfer of the Assets to the Company to the extent 

such transfer constitutes a sale, the Company is, contemporaneously with the execution and 

delivery hereof, (i) issuing, executing and delivering to the Transferor the Purchase Money 

Notes dated as of the date hereof with the maturity date and in the principal amount set forth on 

Schedule II hereto and (ii) executing and delivering the Reimbursement, Security and Guaranty 

Agreement, the Custodial and Paying Agency Agreement and the Account Control Agreement. 

In consideration of the Transferor agreeing to accept the Purchase Money Notes, the Transferor 

shall receive on the Closing Date a fee equal to 3.5% of the original principal amount of the 

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Purchase Money Notes (such original principal amount being determined for this purpose prior 

to giving effect to this sentence) (the "Purchase Money Notes Issuance Fee"). The Purchase 

Money Notes Issuance Fee will be added to the principal amount of the Purchase Money Notes 

(and is reflected in the principal amount set forth in Schedule II hereto) and accordingly will be 

paid by the Company when and as it pays the Purchase Money Notes. 

(b) The Transferor, as the initial Holder of the Purchase Money Notes, 

irrevocably acknowledges, and consents and agrees to, the terms of Article XII of the 

Reimbursement, Security and Guaranty Agreement, and to the terms of any other written agency 

or other similar agreement entered into between the PMN Agent and the Required PMN 

Consenting Parties. Without limitation of the preceding sentence, the PMN Agent shall be 

authorized to act as the agent or other similar representative of and on behalf of the Holders for 

purposes of, among other matters, receiving notices and communications and exercising any 

rights and remedies pursuant to the Transaction Documents at the direction of the Required PMN 

Consenting Parties, together with such other powers and discretion as are reasonably incidental 

thereto. 

(c) The Transferor hereby agrees to deposit funds into the Defeasance 

Account (in respect of any Net Loss on Investments) as and when the Transferor is required to 

do so pursuant to Section 3.3(e) ofthe Custodial and Paying Agency Agreement. 

Section 2.11. Exempt Taxes. 

(a) As soon as reasonably practicable, but in no event later than twenty-five 

Business Days after the Closing Date, the Company shall provide a schedule of any Taxes that 

the Company believes are Exempt Taxes with respect to the Receiver Acquired Property, 

indicating, with respect to each such Exempt Tax, the payment due date, tax period, payee and 

amount thereof, and whether any Governmental Authority has purported to assess such Exempt 

Tax (in whole or in part) and specifying the relevant Governmental Authority, if applicable. To 

the extent meeting the requirements of Section 2.11 (b) and specifically noted therein, such 

schedule may also constitute an Assessed Exempt Tax Notice. 

(b) Subject to (i) the last sentence of this Section 2.11 (b) and the Transferor's 

right of contest pursuant to Section 2.11 (c) and (ii) the Company providing written notice to the 

Transferor of the payment due date, tax period, payee and amount of any assessed Taxes with 

respect to any Receiver Acquired Property that the Transferor believes are Exempt Taxes 

("Assessed Exempt Taxes"), and indicating the date upon which each of the applicable Trigger 

Events (as defined below) is likely to occur (the "Assessed Exempt Tax Notice"), the Transferor 

shall pay such Assessed Exempt Taxes directly to the applicable taxing authority prior to the 

earliest of the date (each of the following dates to be determined taking into account the effect 

thereon of any relevant proceeding conducted as described in Sections 2.11(c) and@, including, 

for example, any suspension of the obligation to pay such Assessed Exempt Taxes) upon which 

(w) such Assessed Exempt Taxes are subject to late charges, or interest, accruing thereon, (x) the 

relevant Receiver Acquired Property or any portion thereof is in imminent danger of being sold, 

forfeited, terminated, canceled or lost, (y) the payment of such Exempt Taxes is necessary to 

release a lien or other encumbrance, the release of which is a necessary condition to the 

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consummation of a sale of any Receiver Acquired Property, or (z) the Company is likely to be 

subject to civil or criminal damages due to the failure to pay such Assessed Exempt Taxes 

(clauses (w), fX)_, .(y)_ and .(Y, collectively, the "Trigger Events"); provided that the Transferor's 

payment of any Assessed Exempt Taxes as required hereunder shall not be deemed an admission 

that such Assessed Exempt Taxes are in fact valid, due or payable and the Transferor may make 

such payment under protest and use any legal means available to challenge the amount or 

validity of such Assessed Exempt Taxes and seek reimbursement from the applicable taxing 

authority. To the extent that all or any portion of any challenged Assessed Exempt Taxes are 

reimbursed, such reimbursed amounts shall be the property of the Transferor, and the Company 

shall have no rights or interest in such amounts (and the Company shall hold in trust for the 

Transferor, and promptly pay over to the Transferor, any such reimbursed amount that may be 

paid to the Company in the first instance). Notwithstanding anything to the contrary set forth 

herein and irrespective of any Trigger Event, the Transferor shall not be required to pay any 

Assessed Exempt Taxes sooner than thirty days after its receipt of the related Assessed Exempt 

Tax Notice. If the Transferor determines that any Assessed Exempt Taxes do not constitute 

Exempt Taxes, (A) the Transferor shall have no obligation to pay such Assessed Exempt Taxes 

and (B) the Transferor shall provide notice of such determination to the Company, provided that 

the Transferor shall have no liability for any failure to provide such notice or any obligation to 

pay such Assessed Exempt Taxes if it fails to provide such notice. 

(c) The Transferor (in its sole discretion) may protest, challenge or otherwise 

contest the amount or validity of any Assessed Exempt Taxes in any manner that it desires, both 

before and after paying such Assessed Exempt Taxes, including by seeking to recover any such 

Assessed Exempt Taxes that it has paid, provided that nothing in this Section 2.11(c) relieves the 

Transferor of its obligation to pay any particular Assessed Exempt Tax (including under protest) 

prior to the applicable Trigger Date as set forth in Section 2.11 (b). 

(d) The Company shall fully cooperate as requested by the Transferor from 

time to time with respect to any protest, challenge or other contest by the Transferor of any 

Assessed Exempt Taxes, including in any proceeding to recover any such Assessed Exempt 

Taxes that it has paid. Such cooperation shall include the Company granting to the Transferor 

the authority or other rights necessary for it to commence a formal Action in the name of the 

Company, or assigning to the Transferor any rights the Company may have to protest, challenge 

or otherwise contest any Assessed Exempt Taxes. 

(e) The Transferor's determination as to whether or not, and the extent to 

which, a particular Tax constitutes an Exempt Tax shall be conclusive and binding for all 

purposes with respect to this Agreement. 

ARTICLE III 

Transfer of Assets, Collateral Documents and Interim Servicing 

Section 3 .1. Delivery of Documents. The Company and the Transferor agree to 

execute and deliver to one another the following: 

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(a) On the Closing Date (or within a reasonable period of time thereafter as 

specified by the Transferor by written notice to the Company delivered on the Closing Date), 

such Transfer Documents executed by the Transferor as the Transferor elects to deliver to the 

Company. 

(b) Subject to the provisions of the LLC Operating Agreement and Section 

ll@hereof below in relation to the Transfer Documents, the Transferor shall deliver or cause 

to be delivered, at the expense of the Company (which expense shall constitute a Pre-Approved 

Charge), to the extent they are in the possession of the Transferor or any of its employees or 

contractors (and have actually been located and separately collected as of the Closing Date for 

delivery to the Custodian pursuant to this Agreement), (i) the Notes and other Custodial 

Documents to the Custodian as soon as is practicable after the Closing Date and (ii) the Asset 

Files with respect to each Asset to either the Company or the Servicer (as directed by the 

Company), in either case on or within a reasonable period of time after the Servicing Transfer 

Date with respect to such Asset. The Company acknowledges and in any event agrees that, so 

long as the Transferor (or its employees or contractors) holds the Notes and other Custodial 

Documents prior to their transfer to the Custodian as provided in the preceding sentence, the 

Transferor shall be deemed to hold such Notes and other Custodial Documents in its capacity as 

the PMN Agent. 

(c) (i) For any of the mortgages and/or other Collateral Documents 

securing the Assets that are registered on the MERS® System (collectively, the "MERS 

Registered Mortgages"), except as provided otherwise in this Section 3.l(c), the Company shall 

cause the MERS Registered Mortgages to be transferred on the MERS® System on or within a 

reasonable time after the Servicing Transfer Date with respect to the applicable Assets. To the 

extent the cost of transferring the MERS Registered Mortgages is a cost imposed by MERS on 

the transferor of an Asset, that cost shall be borne by the Transferor. Otherwise, the costs 

imposed by MERS with respect to the transfer of the MERS Registered Mortgages shall be borne 

by the Company and all such costs shall constitute Pre-Approved Charges; provided, however, 

that any such expenses with respect to MERS Registered Mortgages as to which the Company 

has not initiated the transfer on the MERS® System (in cooperation with the applicable Existing 

Servicer during the period prior to the applicable Servicing Transfer Date) by the Transfer 

Documents Preparation/Submission Deadline shall not constitute Pre-Approved Charges and 

such charges shall be borne by the Private Owner alone. The Company shall provide a report to 

the Transferor and the PMN Agent on the progress and status of the transfers on the MERS® 

System of the MERS Registered Mortgages on the first day of the seventh month following the 

Closing Date and again on the first anniversary of the Closing Date. 

(ii) Notwithstanding any provision of this Agreement to the contrary, 

the Company (acting by and through the Manager in accordance with the applicable provisions 

of the LLC Operating Agreement) shall have the right to elect to remove any MERS Registered 

Mortgage from the MERS® System prior to the Servicing Transfer Date for such MERS 

Registered Mortgage, in which event the Company (A) must inform the Transferor and the 

Existing Servicer of its decision to remove such MERS Registered Mortgage from the MERS® 

System at least two weeks prior to the Servicing Transfer Date for such MERS Registered 

Mortgage and (B) must satisfy all applicable requirements of the LLC Operating Agreement 

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with respect to the removal of such MERS Registered Mortgage from the MERS® System 

(including specifically the requirements of Section 12.3(g) of the LLC Operating Agreement). 

If the Company has not notified the Transferor and the Existing Servicer of its election to 

remove such MERS Registered Mortgage from the MERS® System at least two weeks prior to 

the Servicing Transfer Date for such MERS Registered Mortgage, then such MERS Registered 

Mortgage must be transferred on the MERS® System in accordance with Section 3.1(c)(i) 

above. 

(iii) Further notwithstanding any provision of this Agreement to the 

contrary, the Company (acting by and through the Manager in accordance with the applicable 

provisions of the LLC Operating Agreement) shall have the right to elect to remove any MERS 

Registered Mortgage from the MERS® System after the Servicing Transfer Date for such 

MERS Registered Mortgage and after such MERS Registered Mortgage has been transferred on 

the MERS® System, in which event the Company must satisfy all applicable requirements of 

the LLC Operating Agreement with respect to the removal of such MERS Registered Mortgage 

from the MERS® System (including specifically the requirements of Section 12.3(g) of the 

LLC Operating Agreement). 

(iv) For any of the mortgages and/or other Collateral Documents 

securing SFR Loans that are eligible to be registered but are not registered on the MERS System 

as of the Closing Date, and that do not serve as security for a Defaulted Loan, the Company 

may, at its election, cause such mortgages or other Collateral Documents to be registered on the 

MERS System. The costs imposed by MERS with respect to such registration shall be borne by 

the Company and all such costs shall constitute Pre-Approved Charges; provided, however, that 

any such expenses with respect to any such SFR Loan for which the Company has not initiated 

registration on the MERS System of the related mortgage and/or other Collateral Documents (in 

cooperation with the applicable Existing Servicer during the period prior to the applicable 

Servicing Transfer Date) by the Transfer Documents Preparation/Submission Deadline shall not 

constitute Pre-Approved Charges and such charges shall be borne by the Private Owner alone. 

The Company shall provide a report to the Transferor and the PMN Agent on the progress and 

status of the registrations on the MERS System of such mortgages or other Collateral 

Documents on the first day of the seventh month following the Closing Date and again on the 

first anniversary of the Closing Date. 

(d) (i) In the event that the Transferor does not deliver all the Transfer 

Documents on the Closing Date (which the Transferor may do to any extent in its discretion, but 

shall not be obligated to do), (A) as soon as is practicable following the Closing Date but in any 

event by the Transfer Documents Preparation/Submission Deadline, the Company will properly 

prepare on behalf of the Transferor all such Transfer Documents not delivered by the Transferor 

to the Company on the Closing Date and (B) on or within a reasonable time following the 

Closing Date, the Transferor will grant a Limited Power of Attorney to selected representatives 

of the Company for the purpose of executing on behalf of the Transferor such Transfer 

Documents prepared by the Company pursuant to Section 3.1(d)(i)(A). The Limited Power of 

Attorney will be in the form attached to this Agreement as Attachment K. Reasonable and 

customary expenses paid to third parties actually incurred by the Company (or the Manager or 

the Servicer for the benefit of the Company) in preparing and executing the Transfer Documents 

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on behalf of the Transferor and otherwise complying with the obligations set forth in the 

preceding sentences shall constitute Pre-Approved Charges; provided, however, that any such 

expenses with respect to a Transfer Document that is not properly prepared and submitted for 

recordation or filing by the Transfer Documents Preparation/Submission Deadline shall not 

constitute Pre-Approved Charges (and shall constitute Excluded Expenses) and shall be borne by 

the Private Owner alone. All Transfer Documents prepared by the Company shall be in 

appropriate form suitable for filing or recording (if applicable) in the relevant jurisdiction and 

otherwise subject to the limitations set forth in this Agreement, and the Company shall be solely 

responsible for the preparation, contents and form of such documents. The Company hereby 

releases the Transferor from any loss or damage incurred by the Company due to the contents or 

form of any documents prepared by the Company pursuant to this Section 3.l(d) (the form of 

which was not provided by the Transferor as an attachment hereto). 

(ii) The Company shall use the forms set forth in Attachment E to 

Attachment J-3, inclusive, in preparing the Transfer Documents, in each case with such changes 

as may be necessary in order to render such document to be in a form so that it will be accepted 

for recordation or filing in the relevant jurisdiction and/or otherwise sufficient under applicable 

Law to reflect the transfer intended to be effected thereby. If, with respect to any particular 

property included in the Assets, a document of assignment, conveyance or transfer is required to 

be filed or recorded pursuant to any applicable Law to evidence the transfer thereof from the 

Receiver to the Company but none of the forms specified in the preceding sentence (even with 

such changes as are described in the preceding sentence) will be accepted for recordation or 

filing in the relevant jurisdiction, the Company will prepare, and submit to the Receiver for its 

approval (and, upon such approval, will use), a form of document of assignment, conveyance or 

transfer that will so be accepted for recordation or filing in the relevant jurisdiction. All 

documents of assignment, conveyance or transfer (not including (x) Receiver's Deeds, Omnibus 

Assignments and Receiver's Quitclaim Deeds (which in each case shall contain any warranty 

set forth in the applicable form thereof as attached hereto, but no other warranties or 

representations), or (y) special warranty deeds with respect to any Contract for Deed delivered 

pursuant to Section 4.10 (which may contain a special warranty of title, but no other warranties, 

consistent with the form of Receiver's Deed), but including all other Transfer Documents), shall 

contain the following sentence: "This assignment is made without recourse, and without 

representation or warranty, express, implied or by operation of law, of any kind or nature 

whatsoever, by the Federal Deposit Insurance Corporation in its capacity as Receiver for 

[INSERT NAME OF APPLICABLE FAILED BANK], [CITY], [STATE]." 

(iii) The Company will properly complete all Transfer Documents, and 

submit the Transfer Documents for recordation or filing them if and as appropriate in 

accordance with Section 3 .2, as soon as is practicable following the Closing Date but in any 

event by the Transfer Documents Preparation/Submission Deadline. The Company shall 

provide a report to the Transferor, each Purchase Money Notes Guarantor and the PMN Agent 

on the progress and status of the preparation, execution, recording and/or filing and delivery of 

the original documents to the Custodian as required by this Agreement promptly following a 

request therefor from the Transferor and in any event upon the first day of the seventh month 

following the Closing Date and again on the first anniversary of the Closing Date. 

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(iv) For the avoidance of doubt, the Limited Power of Attorney (and 

any similar power of attorney that the Transferor in its discretion may provide to the Company 

or representatives of the Company (including the Manager or representatives of the Manager)) 

may be used solely to effect the transfer (including of record) set forth in Section 2.1 hereof, 

and (without limitation of the foregoing) may not be used for any other purpose (including to 

exercise, or otherwise in connection with any exercise of, any rights or remedies under any 

Collateral Document). In addition to, and without limitation of, the preceding sentence, each 

FDIC Power of Attorney shall be used strictly in accordance with (i) all applicable terms of 

(including all relevant restrictions set forth in) the relevant Transaction Documents and (ii) all 

applicable Laws (including compliance with any applicable notarization requirements and 

requirements for verification of any facts stated in any instrument or other document executed 

pursuant to such FDIC Power of Attorney. The Company shall adopt written procedures (which 

the Company shall memorialize in its books and records) concerning the use of any FDIC 

Power of Attorney and the selection of the specific individuals that from time to time may be 

named therein, or otherwise authorized thereby, to act in the name of, or otherwise on behalf of, 

the Transferor or the FDIC, including procedures to ensure that each such individual (x) is a 

person that is well-known to the Company, whose background (including absence of any 

criminal record involving fraud or dishonesty or involving any other matter that might reflect 

adversely on the Receiver or the FDIC), reputation in the loan servicing and/or asset 

management industries, and credentials have been investigated by the Company and who is 

regarded by the Company (in good faith) as competent, reputable, honest and trustworthy and 

(y) in any event (and without limiting the foregoing) is selected with due regard to preserving 

the reputation and integrity of the FDIC and (without limiting the foregoing) with at least the 

same degree of care as the Company would apply in the context of granting such individual a 

similar power to act on behalf of the Company. 

(v) Prior to executing and recording a Receiver's Deed and Omnibus 

Assignment with respect to a Receiver Acquired Property (other than a Potentially Defectively 

Foreclosed Receiver Acquired Property) or a Receiver's Quitclaim Deed with respect to a 

Potentially Defectively Foreclosed Receiver Acquired Property), the Company shall obtain (A) 

a commitment in favor of the applicable Ownership Entity to issue an owner's title insurance 

policy with respect to the Receiver Acquired Property, in the amount of the Appraised Value of 

the Receiver Acquired Property, with such deletions and endorsements as are reasonable and 

customary under the circumstances (taking into account the nature and use of the Receiver 

Acquired Property) and as are consistent with the Servicing Standard, upon completion of the 

conveyance (and which owner's title insurance policy shall be so obtained immediately 

following completion of the conveyance), (B) a current survey of the applicable Receiver 

Acquired Property (i.e., a survey, such as an ALTA survey, that is sufficient to delete the survey 

exception under the owner's title insurance policy), to the extent that (x) a current survey is not 

contained in the Asset Files and (y) obtaining a current survey of the applicable Receiver 

Acquired Property would be appropriate under the Servicing Standard, and (C) the insurance 

coverages and coverage amounts with respect to the Company, the Ownership Entity, the 

Servicer and the Receiver Acquired Property as are required under the Transaction Documents. 

Reasonable and customary expenses paid to independent third parties actually incurred by the 

Company (or the Manager or Servicer for the benefit of the Company) in complying with the 

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obligations set forth in this clause (v) shall constitute Pre-Approved Charges; provided, 

however, that any such expenses with respect to any Receiver Acquired Property for which the 

Transfer Documents have not been properly prepared and submitted for recordation or filing by 

the Transfer Documents Preparation/Submission Deadline shall not constitute Pre-Approved 

Charges and shall be borne by the Private Owner alone. 

(vi) Any right, title or interest of the Transferor in a Potentially 

Defectively Foreclosed Receiver Acquired Property will be assigned to an Ownership Entity 

pursuant to a Receiver's Quitclaim Deed, and the Transferor's right, title and interest in the 

Underlying Loan (including any related Deficiency Balance and Deficiency Judgment Claim) 

shall be transferred to the Company in accordance with, and subject to, the other provisions of 

this Agreement, including, without limitation, Sections 2.6, 2.7 and 4.5. 

(e) As to Foreign Assets (if any), the Company, at its own expense, must 

retain counsel licensed in the Foreign Jurisdictions involved with the Foreign Assets. Such 

foreign counsel must draft the documents necessary to assign the Foreign Assets to the 

Company. Reasonable and customary expenses paid to third parties and actually incurred by the 

Company (or the Manager or the Servicer for the benefit of the Company) in complying with the 

obligations set forth in the preceding sentence shall constitute Pre-Approved Charges. 

Documents presented to the Transferor to assign Foreign Assets to the Company must be 

accompanied by a letter on the foreign counsel's letterhead, signed by the foreign counsel 

preparing those documents, certifying that those documents conform to the Law of the Foreign 

Jurisdiction. Each such document and instrument shall be delivered to the Transferor in the 

English language; provided, however, that any document required for its purposes to be executed 

by the Transferor in a language other than the English language shall be delivered to the 

Transferor in such language, accompanied by a translation thereof in the English language, 

certified as to its accuracy by an executive officer or general counsel of the Company and, if 

such executive officer or general counsel shall not be fluently bilingual, by the translator thereof. 

(f) Nothing contained in this Section 3.1 or elsewhere in this Agreement shall 

require the Transferor to make any agreement, representation or warranty or provide any 

indemnity in any such document or instrument or otherwise (except with respect to the special 

title warranty contained in any Receiver's Deed or in any special warranty deed with respect to a 

Contract for Deed), nor is the Transferor obligated to obtain any consents or approval to the sale 

or transfer of the Assets or the related servicing rights, if any, or the assumption by the Company 

ofthe Obligations. 

(g) The Transferor agrees to execute any additional documents required by 

applicable Law or necessary to effectively transfer and assign all of the Transferor's right, title 

and interest in and to any and all Assets to the Company (subject to the rights of the Initial 

Member pursuant to the LLC Operating Agreement and to the proviso to the first sentence of 

Section 2.1 ). The Transferor shall have no obligation to provide, review or execute any such 

additional documents unless the same shall have been requested of the Transferor within 365 

calendar days after the Closing Date. For the avoidance of doubt, (i) the Transferor in its 

discretion may satisfy its obligations pursuant to this Section 3.1(g) (generally or in any 

particular instance) by the execution and delivery of an appropriate power of attorney to the 

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Company authorizing the Company to execute and deliver on behalf of the Transferor additional 

documents that the Transferor is obligated to deliver pursuant to this Section 3.1 (g) (except to the 

extent that documents executed and delivered pursuant to such power of attorney, as opposed to 

documents executed and delivered directly by the Transferor, will not suffice under applicable 

Law), and, at the request of the Transferor, the Company shall enter into an agreement with the 

Transferor setting forth any conditions, restrictions, notice and reporting obligations, Transferor 

revocation rights and/or other similar terms that the Transferor in its discretion may specify in 

relation to the use of any such power of attorney, and (ii) nothing in this Section 3.1 (g) qualifies 

or limits the express obligations of the Company under this Section 3.1 above. 

(h) Notwithstanding any provision of this Agreement to the contrary, the 

Transferor grants to the Manager, acting only by and through a duly authorized officer or 

representative of the Manager, the limited authority and agency to (i) prepare and record any 

total or partial satisfactions, releases or reconveyances of any Mortgage related to any Loan that 

was paid off either fully or partially, as applicable, prior to the Closing Date (and has not been so 

prepared or recorded); and (ii) endorse to the Company any checks or other instruments made 

payable to the Transferor or any Failed Bank if such checks or other instruments evidence or 

relate to amounts otherwise payable to the Company pursuant to this Agreement; provided, 

however, that any such endorsement must be made to the Company (as is provided elsewhere in 

this Agreement) without any representation or warranty of, or recourse to, the Transferor or any 

Failed Bank whatsoever in a form similar to the form set forth in Attachment E and (y) the 

Company acknowledges and in any event agrees that neither the Transferor nor any Failed Bank 

is receiving any consideration for such endorsement (the transfer of the Assets to the Company, 

to the extent such transfer constitutes a sale, being comprised of a sale of Loans (and of Acquired 

Property), and not of any particular or other instrument in payment of any such Loan). 

Section 3.2. Recordation of Documents. 

(a) With respect to all recordable Transfer Documents provided to the 

Company on the Closing Date or prepared by the Company pursuant to Section 3.1 (d), the 

Company shall promptly submit all such Transfer Documents for recordation or filing in the 

appropriate real property, deed, land, chattel, Uniform Commercial Code and other records of the 

appropriate county, state or other jurisdictions (including any Foreign Jurisdiction) to effect the 

transfer of the Assets to the Company. All Transfer Documents shall provide that all recorded 

documents be returned to the Custodian at its applicable notice address set forth in the Notice 

Schedule, as such address may be modified in the manner provided in the Custodial and Paying 

Agency Agreement (and the Notice Schedule). The Company shall be responsible for diligently 

and promptly following up with respect to any non-conforming Transfer Documents that are 

returned and not recorded, gaps in the chain of title and the like to ensure that each and all ofthe 

Transfer Documents are properly filed or recorded as appropriate. The Company shall include in 

the reports described in and required pursuant to Section 3.l(d)(iii) all required information 

concerning the recording and/or filing and return of all recordable Transfer Documents. 

(b) Reasonable and customary expenses paid to third parties and actually 

incurred by the Company (or the Manager or the Servicer for the benefit of the Company) in 

complying with the obligations set forth in this Section 3.2 shall constitute Pre-Approved 

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Charges; provided, however, that any such expenses with respect to a Transfer Document that is 

not properly prepared and submitted for recordation or filing by the Transfer Documents 

Preparation/Submission Deadline shall not constitute Pre-Approved Charges (and shall constitute 

Excluded Expenses) and shall be borne by the Private Owner alone. The Transferor shall, if such 

is affirmatively required under the applicable Law of a relevant Foreign Jurisdiction, take such 

actions as are necessary in such Foreign Jurisdiction to effect the purposes of this Article III. 

Section 3.3. Transfer of Servicing. 

(a) The Assets are conveyed to the Company on a servicing-released basis. 

Effective from and after the Cut-Off Date, as between the Transferor and the Company, all 

rights, obligations, liabilities and responsibilities with respect to the servicing of the Assets shall 

inure to the benefit of and be assumed by the Company, and the Transferor shall be discharged 

from all responsibility and liability therefor, including any liability arising from any interim 

servicing provided by the Transferor pursuant to this Section 3.3. Without limiting the generality 

of the foregoing, as between the Transferor and the Company, the Company assumes, effective 

as of the Cut-Off Date, all obligations with respect to special servicing and asset management of 

the Assets, including any Funding Draws, any advances from the Working Capital Reserve, or 

any permitted development of any Asset notwithstanding any interim servicing that the 

Transferor and the Existing Servicers might have performed prior to the Closing Date or might 

perform on or after the Closing Date and during the Interim Servicing Period; provided, 

however, that the Company acknowledges and consents that through the Closing Date the 

Transferor proceeded, and the Company consents and agrees that, from and after the Closing 

Date, if the Company fails to provide to the Transferor or any Existing Servicer necessary or 

appropriate direction with respect to any special servicing or asset management of the Assets, the 

Transferor shall have the right to proceed, in compliance with the Transferor's usual and 

customary servicing and asset management standards and procedures, which servicing and asset 

management standards and procedures the Company consents to, acknowledges and accepts. 

(b) To provide for the orderly transfer of the servicing to the Company, the 

Transferor has (during the portion of the Interim Servicing Period through the Closing Date) 

provided, and will (during the portion of the Interim Servicing Period beginning on the Closing 

Date (except with respect to the management of any Acquired Property which as provided in 

clause (h) of this Section 3.3 will transfer immediately on the Closing Date)) provide, interim 

servicing (including special servicing and, subject to the exception set forth above in this Section 

3.3(b) with respect to management of Acquired Property, asset management) of the Assets, or 

has maintained, or will maintain, as applicable, agreements with third-party Existing Servicers to 

provide interim servicing (including special servicing and, subject to the exception set forth 

above in this Section 3.3(b) with respect to management of Acquired Property, asset 

management) of the Assets, on the Company's behalf for such Asset during the Interim 

Servicing Period, including provisions requiring that the Existing Servicers continue: (i) to 

receive payments and post them to the system of record; (ii) to maintain records reflecting 

payments received; (iii) to provide the Company, on request, a schedule of payments processed; 

(iv) to make payments (whether from its own funds or otherwise) to fund Interim Servicing 

Expenses and Pre-Approved Charges; and (v) to provide payoff information to the Company and 

the Servicer regarding particular Assets, as applicable. The foregoing shall not limit the actions 

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that the Transferor may have taken, or may take, with respect to any Asset prior to the respective 

Servicing Transfer Date, and absent (from and after the Closing Date) necessary or appropriate 

direction from the Company with respect to the servicing of the Assets, the Transferor may have 

taken, or may take, as applicable, such actions with respect to any Asset prior to the respective 

Servicing Transfer Date as was or is, as applicable, in compliance with the Transferor's usual 

and customary servicing standards and procedures, which servicing standards and procedures the 

Company consents to, acknowledges and accepts. In addition, unless the Company and the 

Transferor agree otherwise, the Transferor shall prepare and deliver the Monthly Reports 

(including the Cash Flow and Distribution Reports) in accordance with the LLC Operating 

Agreement and the Custodial and Paying Agency Agreement for all Due Periods ending on or 

before the last day of the calendar month in which the last Servicing Transfer Date occurs. The 

Transferor may have engaged, and may engage, agents of the Transferor's own choosing to 

perform such interim servicing. Each Existing Servicer shall be (and hereby is) authorized by 

the Company to use and withdraw funds from the Collection Account, the Working Capital 

Reserve Account and the Escrow Accounts and to request Excess Working Capital Advances (if 

necessary) in the performance of the interim servicing duties pursuant to this Section 3.3 during 

the Interim Servicing Period if it so chooses (including with respect to the payment and 

satisfaction of any Interim Servicing Expenses or Pre-Approved Charges in full if the amount of 

Asset Proceeds it has collected and is retaining is insufficient to pay and satisfy such Interim 

Servicing Expenses or Pre-Approved Charges in full) for the same purposes that the Company 

and the Servicer will be so permitted after the corresponding Servicing Transfer Date. Subject to 

the provisions of Sections 4.5(a) and 4.6 (and Section 3.3(h)), the Transferor's performance of 

this interim servicing shall cease with respect to each Group of Assets on the Servicing Transfer 

Date for such Group of Assets. For the Due Period in which the Servicing Transfer Date with 

respect to each Group of Assets occurs, the Transferor will provide (or will cause the applicable 

Existing Servicer to provide) the Company with a statement setting forth for the period 

beginning on the first day of the Due Period and ending on the applicable Servicing Transfer 

Date (i) the amount of payments and other amounts received for each Asset to which such 

Servicing Transfer Date relates and (ii) the amount of payments made to fund Interim Servicing 

Expenses made but not reimbursed by the applicable Borrower or Obligor (including payments 

made from the applicable Existing Servicer's own funds), which amounts are to be reimbursed in 

accordance with Section 2.3(b). Each such statement also shall include any amounts to be paid 

to the Transferor on the respective Servicing Transfer Date pursuant to Sections 2.3 and 2.4. 

This statement will be provided as soon as is reasonably practicable after the Servicing Transfer 

Date, but in no event later than the due date for the regular Monthly Report for the month in 

which the Servicing Transfer Date occurs. 

(c) To facilitate communication among the Company, the Transferor and the 

Existing Servicers, on the Closing Date (i) the Company shall designate (and the Private Owner 

shall cause the Company to designate) a principal contact person whom the Transferor and the 

Existing Servicers will be authorized to contact with inquiries and requests for guidance or 

direction concerning the Transferor's and the Existing Servicers' interim servicing 

responsibilities and (ii) the Transferor shall designate one or more principal contact persons 

whom the Company and the Servicer will be authorized to contact with inquiries, guidance or 

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directions concerning the Transferor's and the Existing Servicers' interim serv1cmg 

responsibilities. 

(d) The Transferor shall cause all Asset Proceeds received during any 

particular Due Period during the Interim Servicing Period (and remaining after reimbursement or 

payment of Interim Servicing Expenses and Pre-Approved Charges and setoff of servicing fees 

payable to Existing Servicers as set forth in Section 3.3(e)) to be remitted to the Collection 

Account not later than two Business Days prior to the Distribution Date with respect to such Due 

Period. The Existing Servicers shall be (and hereby are) authorized by the Company to use 

Asset Proceeds with respect to any Group of Assets for which the Servicing Transfer Date has 

not occurred, prior to the time Asset Proceeds are required to be remitted to the Collection 

Account, for payment or reimbursement of Interim Servicing Expenses and Pre-Approved 

Charges (including for the reimbursement of any advances that the Transferor may make during 

the Interim Servicing Period for payment of Interim Servicing Expenses and Pre-Approved 

Charges). 

(e) In consideration of the services provided by the Transferor with respect to 

each Group of Assets pursuant to this Section 3.3, the Company shall pay the Interim Servicing 

Fee to the Transferor for each Due Period in which the Transferor provides interim servicing 

with respect to such Group of Assets (including the Due Period in which the Servicing Transfer 

Date with respect to such Group of Assets occurs) in the manner described in the Custodial and 

Paying Agency Agreement. The Interim Servicing Fee with respect to each Group of Assets will 

be calculated, earned and due as of the first day of each Due Period in which the Transferor 

provides interim servicing with respect to such Group of Assets (and, for the avoidance of doubt, 

shall not be prorated on account of the Servicing Transfer Date with respect to such Group of 

Assets occurring during such Due Period) and will be payable on each Distribution Date 

pursuant to the provisions of the Custodial and Paying Agency Agreement. For the avoidance of 

doubt, any such Interim Servicing Fee payable prior to the last Servicing Transfer Date shall be 

net of any servicing fees payable to Existing Servicers and such servicing fees will be offset by 

the Existing Servicers against Asset Proceeds. 

(t) The Company hereby ratifies any and all actions taken by the Transferor 

in performance of interim servicing activities and functions during the Interim Servicing Period 

(including prior to the Closing Date), including any oversight of the Existing Servicers and in 

connection with its role of Existing Servicer with respect to a Group of Assets. The Company 

acknowledges and agrees that the Transferor is performing interim servicing functions for the 

Company as an accommodation to the Company and that the Transferor shall not have any 

liability for any acts or omissions taken in connection therewith (other than to correct 

calculation, allocation or distribution errors). Without limitation of the rights of the Company to 

be reimbursed with respect to certain amounts as provided in the LLC Operating Agreement and 

the Custodial and Paying Agency Agreement, the Company hereby releases and forever 

discharges the Transferor, the FDIC, each Failed Bank and their respective predecessors-ininterest and all of their respective Related Persons, from any and all claims (including any 

counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and 

remedies of whatever kind or nature that the Company had, has or may have in the future, 

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whether known or unknown, that are related in any manner whatsoever to the servicing of the 

Assets at any time prior to the last Servicing Transfer Date. 

(g) The Transferor and the Private Owner shall cooperate (i) to cause all 

Servicing Transfer Dates to occur prior to the date sixty days from the Closing Date to the extent 

reasonably practicable, unless a later date is consented to by the Transferor or unless the 

Transferor and the Company agree, with respect to any particular Group of Assets, upon an 

earlier date, and (ii) without limitation of clause (i), in the event that the Servicing Transfer Date 

with respect to any particular Group of Assets does not occur prior to the relevant date specified 

or described in clause (i), as soon as reasonably practicable after such date. 

(h) Notwithstanding anything to the contrary set forth above in this Section 

3.3, the Company will assume full responsibility for property management of any Acquired 

Property immediately on the Closing Date. With respect to such property management, the 

Servicing Transfer Date shall, in all cases, be the Closing Date. 

Section 3.4. Grant of Power of Attorney by Company. The Company hereby 

irrevocably appoints the Transferor its lawful attorney-in-fact, with full authority in the place and 

stead of the Company and in the name of the Company, the Transferor or otherwise, and with 

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

interest, is irrevocable for so long as the Company is in existence), from time to time in the 

Transferor's discretion, following a failure by the Company to satisfy promptly its obligations 

pursuant to Sections 3.1, 3 .2, 4.1 0, 4.11 or 4.12 of this Agreement as they relate to the preparing, 

furnishing, executing and/or recording of any of the Transfer Documents or any other relevant 

matter set forth in any such provision, to prepare, furnish, execute and/or record all relevant 

Transfer Documents and other documents as might be reasonably necessary to satisfy the 

transfer and recording obligations of the Company pursuant to Sections 3.1, 3.2, 4.10, 4.11 and 

4.12 of this Agreement. The Company shall reimburse the Transferor on demand for all costs 

and expenses incurred by the Transferor in connection with any exercise of the power of attorney 

set forth in this Section 3.4. 

ARTICLE IV 

Covenants, Duties and Obligations of the Company 

Section 4.1. Servicing of Assets. From and after the Servicing Transfer Date (or, to the 

extent set forth in Section 3.3(h), the Closing Date), the Company shall service the Assets in 

compliance with the LLC Operating Agreement. 

Section 4.2. Collection Agency/Contingency Fee Agreements. The Company 

acknowledges and agrees that it accepts and acquires the Assets subject to any agreements with 

collection agencies or contingency fee agreements with attorneys (in either case that are 

outstanding and in effect as of the Servicing Transfer Date) that relate only to the Assets (or any 

of them) and are assignable, and assumes and agrees to fulfill all Obligations of the Transferor 

and/or any Failed Bank thereunder. 

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Section 4.3. Insured or Guaranteed Assets. If any Assets being transferred pursuant to 

this Agreement are insured or guaranteed by any Governmental Authority, and such insurance or 

guaranty is not being specifically terminated by the Transferor, the Company acknowledges and 

agrees that such Assets must be serviced by a servicer, lender or mortgagee approved by such 

Governmental Authority, if such approval is required. The Company further acknowledges and 

agrees that, upon assumption of the Obligations with respect to the Assets, it assumes full 

responsibility for determining whether or not any such insurance or guarantees are in effect on 

the date of this Agreement and, with respect to those Assets with respect to which any such 

insurance or guarantee is in effect on the date of this Agreement, the Company acknowledges 

and agrees that, upon assumption of the Obligations with respect to the Assets, it assumes full 

responsibility for taking any and all actions as may be necessary to insure such insurance or 

guarantees remain in full force and effect. The Company acknowledges and agrees that, upon 

assumption of the Obligations with respect to the Assets, it assumes and agrees to fulfill all of the 

Transferor's and/or any Failed Bank's Obligations under the contracts of insurance or guaranty. 

Any out-of-pocket fees due to any insurer or guarantor incurred by the Company (or the 

Manager or the Servicer for the benefit of the Company) to fulfill its obligations set forth in the 

preceding sentence shall constitute Pre-Approved Charges. 

Section 4.4. Reporting to or for the Applicable Taxing Authorities. With respect to 

each Asset, the Transferor shall be responsible for submitting all tax information returns with all 

applicable Governmental Authorities for all applicable periods prior to the respective Servicing 

Transfer Date, and the Company shall be responsible for submitting all tax information returns 

with all applicable Governmental Authorities for all applicable periods commencing with the 

respective Servicing Transfer Date. Information returns include reports on Internal Revenue 

Service Forms 1098 and 1099. The Company shall be responsible for submitting all information 

returns required under applicable Law of any Foreign Jurisdiction, to the extent such information 

returns are required to be filed by the Company or the Transferor under such Law, relating to the 

Assets, for the calendar or tax year in which the Closing Date falls and thereafter. 

Section 4.5. Assets in Litigation. 

(a) (i) The Company shall have no obligation to substitute its counsel to 

represent the Company's interests with respect to any Closing Date Asset Litigation which solely 

constitutes Retained Closing Date Asset Litigation (and does not also constitute (in whole or in 

part) Assumed Closing Date Asset Litigation). In such case, the Transferor shall retain all rights 

and obligations, and shall remain the real party-in-interest, with respect to, and shall retain 

control over, such Retained Closing Date Asset Litigation. With respect to any Closing Date 

Asset Litigation which constitutes both Assumed Closing Date Asset Litigation and Retained 

Closing Date Asset Litigation, the Retained Closing Date Asset Litigation shall be bifurcated 

from the Assumed Closing Date Asset Litigation, with the Transferor retaining all rights and 

obligations, and remaining the real party-in-interest, with respect to, and retaining control over, 

the Retained Closing Date Asset Litigation and with the Company substituting itself as the real 

party in interest and taking control of the Assumed Closing Date Asset Litigation as is provided 

otherwise in this Section 4.5. The Company shall be responsible for, and shall (upon demand) 

pay or reimburse the Transferor for, the reasonable fees and expenses of outside counsel retained 

by the Transferor to defend any Retained Closing Date Asset Litigation (to the extent that such 

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fees and expenses were or are incurred by the Transferor after the Cut-Off Date), and such 

obligation of the Company in this sentence shall constitute Servicing Expenses. The 

Transferor's determination as to whether or not, and the extent to which, a Closing Date Asset 

Litigation constitutes a Retained Closing Date Asset Litigation shall be conclusive and binding 

for all purposes with respect to this Agreement. 

(ii) The Company shall provide, no later than thirty days after the last 

of the Litigation Substitution Deadline Dates with respect to the Assumed Closing Date Asset 

Litigation, to the Litigation Oversight Attorney for CRE/ ADC Venture 2012-1 Structured 

Transaction, Federal Deposit Insurance Corporation, 1601 Bryan Street, Dallas, Texas 75201­

4586, a report (in the form attached to this Agreement as Attachment L) on the status of the 

substitution of the Company as the real party-in-interest in each Assumed Closing Date Asset 

Litigation, which report shall include (A) the name of the attorney selected by the Company to 

represent the Company's interests in each Assumed Closing Date Asset Litigation and (B) with 

respect to each such Assumed Closing Date Asset Litigation, the date(s) upon which (1) the 

Company notified the clerk of the court (or other appropriate official) and all counsel of record 

that ownership of the related Asset was transferred from the Transferor to the Company and 

(2) the Company's attorney filed with the court (or other appropriate body) substituting the 

Company's attorney for the Transferor's attorney, removing the Transferor and the applicable 

Failed Bank as a party to the Assumed Closing Date Asset Litigation and substituting the 

Company as the real party-in-interest. Before the applicable Litigation Substitution Deadline 

Date, the Company shall notify the clerk of the court (or other appropriate official) and all 

counsel of record that ownership of the related Asset was transferred from the Transferor to the 

Company. Subject to the provisions of Sections 4.5(c), 4.5(d) and 4.15, the Company shall 

have its attorney file appropriate pleadings and other documents and instruments with the court 

or other appropriate body before the relevant Litigation Substitution Deadline Date, substituting 

the Company's attorney for the Transferor's attorney, removing the Transferor and the 

applicable Failed Bank as a party to the Assumed Closing Date Asset Litigation and substituting 

the Company as the real party-in-interest. Nothing contained in this Agreement shall preclude 

the Company from retaining the same attorney retained by the Transferor (or the applicable 

Failed Bank) to handle such Assumed Closing Date Asset Litigation, provided that, with respect 

to Closing Date Asset Litigation constituting both Assumed Closing Date Asset Litigation and 

Retained Closing Date Asset Litigation, and with respect to litigation referred to in Section 

4.5(c), the Company shall not retain the same counsel that represents the Transferor unless the 

FDIC's Regional Counsel (at 1601 Bryan Street, Dallas, Texas 75201-4586) agrees in writing to 

such dual representation. Subject to the provisions of Section 4.5(b) (and the Company's 

compliance with its obligations therein), in the event the Company fails, prior to the Litigation 

Substitution Deadline Date, to remove the Transferor and the applicable Failed Bank as parties 

to the Assumed Closing Date Asset Litigation and substitute the Company as the real party-ininterest as set forth above in this Section 4.5(a), (x) the Transferor may, but shall have no 

obligation to, continue to pursue or defend such Assumed Closing Date Asset Litigation on 

behalf of the Company and (y) in the event the Transferor does continue to pursue or defend 

such Assumed Closing Date Asset Litigation, the Company shall be liable for and hereby agrees 

to pay all costs and expenses incurred by the Transferor in connection therewith (which 

expenses shall constitute Servicing Expenses). 

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(b) If the Company is unable, as a matter of applicable Law or due to delays 

in court procedures and practices outside the control of the Company, to cause the Transferor and 

the applicable Failed Bank to be replaced by the Company as party-in-interest in any Assumed 

Closing Date Asset Litigation as required by Section 4.5(a)(ii), the Company shall include the 

fact of such failure (and state the reasons therefor) in the report to be delivered by the Company 

pursuant to Section 4.5(a)(ii). In any such event, (i) the Company shall cause its attorney to 

conduct such Assumed Closing Date Asset Litigation at the Company's expense, which expense 

shall constitute Servicing Expenses; (ii) the Company shall cause the removal of the Transferor 

and the applicable Failed Bank and substitution of the Company as party-in-interest in such 

Assumed Closing Date Asset Litigation at the earliest time possible under applicable Law; 

(iii) the Company shall use commercially reasonable efforts to cause such Assumed Closing 

Date Asset Litigation to be resolved by judgment or settlement in as reasonably efficient a 

manner as practical; (iv) the Transferor shall cooperate with the Company and the Company's 

attorney as reasonably required in the Transferor's sole judgment to bring such Assumed Closing 

Date Asset Litigation or any settlement relating thereto to a reasonable and prompt conclusion; 

and (v) no settlement shall be agreed upon by the Company or its agents or counsel without the 

express prior written consent of the Transferor, unless such settlement includes an irrevocable 

and complete waiver and release of any and all potential claims against the Transferor and the 

applicable Failed Bank (and any predecessor thereto) in relation to such Assumed Closing Date 

Asset Litigation or the subject Assets or Obligations by any Person asserting any claim in the 

Assumed Closing Date Asset Litigation and any Borrower and any Obligor, and any and all 

Losses relating thereto shall be paid by the Company without recourse of any kind to the 

Transferor or the applicable Failed Bank (other than to the extent the same constitute Servicing 

Expenses). The Company shall pay all of the costs and expenses incurred by it in connection 

with the actions required to be taken by it pursuant to Section 4.5(a) and this Section 4.5(b) 

(which expenses shall constitute Servicing Expenses), including all legal fees and expenses and 

court costs (which expenses shall constitute Servicing Expenses), and (in furtherance, and 

without limitation, of Section 2.2) shall reimburse the Transferor, upon demand, for all legal 

expenses the Transferor incurred or incurs on or after the Cut-Off Date with respect to any such 

Assumed Closing Date Asset Litigation, including costs incurred with the dismissal thereof or 

withdrawal therefrom (which costs incurred by the Transferor shall constitute Servicing 

Expenses). 

(c) (i) The Company shall, subject to the rights of the Transferor set forth 

below in this Section 4.5(c), be responsible for and control and assume the investigation and/or 

defense of any Excluded Liability Company Claim on behalf of the Company and the 

Company's interest in the Assets, at the Company's expense and with counsel appointed by the 

Company. Without limitation of, and subject to the Transferor's rights set forth in, this Section 

4.5(c), the Company and the Transferor shall cooperate in the defense of any Excluded Liability 

Company Claim to the extent their interests are not in conflict, and shall use commercially 

reasonable efforts to work together to resolve or settle such Excluded Liability Company Claim 

in a manner that is mutually agreeable and in their respective best interests. The Company shall 

obtain the prior written approval of the Transferor before ceasing to defend against any Excluded 

Liability Company Claim. 

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(ii) The Company shall provide written notice in accordance with the 

notice provisions of Article VII to the Transferor (with a copy to the FDIC's Regional Counsel 

at the address set forth in Section 4.5(a)(ii)) of (A) any Action against (and which names as a 

party in such Action) the Transferor or the FDIC in its corporate capacity with respect to any 

Excluded Liability and (B) any Excluded Liability Company Claim with respect to which (in 

the case of this clause (B)) the Company has determined there is a reasonable likelihood it will 

(1) seek to implead the Transferor into the relevant Excluded Liability Company Action or 

(2) request that the Transferor intervene in the relevant Excluded Liability Company Action and 

be involved in the defense of such Action in accordance with Section 4.5(c)(iii). Such notice 

shall include all court filings and other relevant documents and, in the case of clause (B), shall 

specify that the Company anticipates seeking to implead the Transferor or requesting the 

Transferor to intervene (whichever is applicable) and shall include a description, in reasonable 

detail, of each claim that the Company asserts is an Excluded Liability and the basis for making 

such assertion. Notice pursuant to this Section 4.5(c)(ii) shall be given within five Business 

Days ofthe earlier to occur of service of process of the relevant Action on the Company and the 

Company's first knowledge of such Action, in the case of any Action described in clause (A), 

and promptly but in any event no less than fifteen Business Days prior to the date upon which 

the Company anticipates seeking to implead the Transferor or requesting the Transferor to 

intervene, in the case of any Excluded Liability Company Claim described in clause (B). 

(iii) If the Transferor intervenes in (or is impleaded into) any Excluded 

Liability Company Action, the Transferor (A) shall have the option, in its sole discretion, (1) to 

permit the Company's outside counsel to continue to defend any Excluded Liability Company 

Claim or (2) to retain separate outside counsel of its choosing to defend any Excluded Liability 

Company Claim and (B) in any event shall have the right thereafter to direct the defense of any 

Excluded Liability Company Claim, and the Company shall cause its counsel to comply with all 

such direction. The Company shall cooperate with the Transferor to effect an orderly transition 

of the defense of any Excluded Liability Company Claim to counsel designated by the 

Transferor pursuant to this Section 4.5(c)(iii). 

(iv) Subject to the provisions of Section 4.5(d), the costs and expenses 

incurred by the Company in connection with its defense of any Excluded Liability Company 

Claim, including (A) reasonable attorneys' fees and expenses incurred to defend against (or 

investigate) the same or pursue counterclaims or cross-claims against other parties, (B) awards 

or judgments assessed against the Company with respect to any such Excluded Liability 

Company Claim or (C) the costs of any settlement described in Section 4.5(d)(ii) of such 

Excluded Liability Company Claim, shall constitute Servicing Expenses. If the Transferor 

retains separate outside counsel pursuant to Section 4.5(c)(iii)(A)(2), the Company shall be 

responsible for, and shall pay or reimburse the Transferor for, the reasonable fees and expenses 

of such counsel, and the Company's obligations under this sentence shall constitute Servicing 

Expenses. 

(v) The Transferor's determination of whether any Liability asserted 

against the Company is an Excluded Liability, and the extent to which any claim or Action 

relates to both Excluded Liabilities and other Liabilities, shall be conclusive and binding for all 

purposes with respect to this Agreement. 

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(d) If, as a result of any Excluded Liability Company Claim: 

(i) there is entered against the Company either (A) a final, nonappealable monetary judgment based upon such Excluded Liability Company Claim holding the 

Company liable for damages in excess of an amount equal to the Total Asset Value of the Asset 

relating to or that is the subject of such Excluded Liability Company Claim (such Asset, the 

"Affected Asset") (such excess amount, an "Excess Damage Liability"), or (B) a final monetary 

judgment based upon such Excluded Liability Company Claim that is appealable, which the 

Transferor agrees in writing need not be appealed further by the Company, and that imposes an 

Excess Damage Liability on the Company, or 

(ii) the Company enters into a final settlement agreement with respect 

to such Excluded Liability Company Claim with the prior written consent of the Transferor 

(such consent not to be unreasonably withheld), pursuant to which the Company is obligated to 

pay an Excess Damage Liability, 

then, in any such case described in clauses (i) or (ill above, the Transferor shall reimburse the 

Company for the Excess Damage Liability and the Transferor shall be entitled, at its option, to 

repurchase the Affected Asset at its Repurchase Price in accordance with the repurchase 

provisions of Article VI; provided, however, that the Transferor shall not be liable pursuant to 

this sentence for any Liability imposed upon, or otherwise incurred by, the Company that arises 

as a result of any act or omission of, or on behalf of, the Company, any Ownership Entity, the 

Private Owner or the Servicer. Except as expressly set forth in this Section 4.5(d), the Transferor 

shall not have any Liability to the Company for or in respect of any Excluded Liability Company 

Claim (including for or in respect of any monetary judgment or monetary settlement described in 

Section 4.5(d)(i) or 4.5(d)(ii)), and the Company hereby irrevocably waives any such Liability to 

the Company that the Transferor otherwise would have. 

(e) The provisions of Sections 4.5(a), 4.5(b), 4.5(c) and 4.5(d) (i) are subject 

to the retention by and the related rights of the Transferor with respect to claims described in 

Section 2.7 of this Agreement, including any such claims as may have been asserted in Assumed 

Closing Date Asset Litigation, and (ii) do not modify in any manner either the definition of 

"Obligations" or the definition of "Excluded Liabilities". At the Transferor's discretion, any 

Closing Date Asset Litigation (constituting Assumed Closing Date Asset Litigation (in whole or 

in part)) involving any claims retained pursuant to Section 2.7 shall be bifurcated, with the 

Transferor remaining the real party-in-interest and retaining control over (and being responsible 

for pursuing and bearing the related costs to pursue) claims retained by it pursuant to Section 2.7, 

and the Company substituting itself as the real party-in-interest and taking control of (and being 

responsible for pursuing and bearing the cost of pursuing) the remainder of the Closing Date 

Asset Litigation (to the extent constituting Assumed Closing Date Asset Litigation). The 

Transferor's determination of whether or not (and the extent to which) Closing Date Asset 

Litigation consists of any such claims shall be conclusive and binding for all purposes with 

respect to this Agreement. 

(f) Notwithstanding any provision to the contrary in this Agreement, any 

payments by the Company of Servicing Expenses pursuant to Section 4.5(c) shall be subject to 

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the obligation of the Private Owner to reimburse the Transferor under Section 4.6 of the LLC 

Operating Agreement. 

(g) Further notwithstanding any provision to the contrary in this Agreement, 

in the event that there is instituted any Action challenging the repudiation of any Liability with 

respect to any Asset by the Transferor and asserting that the Company has any Liability arising 

from such repudiation, the Transferor shall control and defend such Action (including any claims 

or actions against the Company) and pay all costs and expenses in respect thereof. 

Section 4.6. Assets in Bankruptcy. In accordance with Bankruptcy Rules 3001 and 

3 002, the Company shall take all actions necessary to file, prior to the respective Servicing 

Transfer Dates, (i) proofs of claims in pending bankruptcy cases involving any Assets for which 

the Transferor or the applicable Failed Bank has not already filed a proof of claim, and (ii) all 

documents required by Rule 3001 of the Federal Rules of Bankruptcy Procedure and to take all 

such similar actions as may be required in any relevant jurisdiction in any pending bankruptcy or 

insolvency case or proceeding in such jurisdiction involving any Asset in order to evidence and 

assert the Company's rights. The Company shall prepare and provide to the Transferor, on or 

prior to the respective Servicing Transfer Date, an Affidavit and Assignment of Claim in the 

form attached to this Agreement as attachment D or any similar forms as may be required in any 

relevant Foreign Jurisdiction and shall be acceptable to the Transferor, for each Asset where a 

Borrower or an Obligor with respect to such Asset is in bankruptcy as of the Closing Date. The 

Company hereby releases the Transferor, the FDIC and each Failed Bank from any claim, 

demand, suit or cause of action the Company may have as a result of any action or inaction on 

the part of the Transferor, the FDIC or such Failed Bank with respect to such Asset. In the event 

the Company fails, prior to the respective Servicing Transfer Date, to take the actions required 

by this Section 4.6, (a) the Transferor may, but shall have no obligation to, file proofs of claim or 

other documents as the Transferor determines to be necessary or appropriate to evidence and 

assert the Company's rights and, (b) in the event the Transferor does take any such actions, the 

Company shall be liable for and hereby agrees to pay all costs and expenses incurred by the 

Transferor in connection therewith (which costs incurred by the Transferor shall constitute 

Servicing Expenses). The provisions ofthis Section 4.6 are subject to the right of the Transferor 

to retain claims pursuant to Section 2.7 of this Agreement, including any such claims as may 

have been asserted in litigation pending as of the Closing Date. At the Transferor's discretion, 

litigation involving any such claims shall be bifurcated, with the Transferor remaining the real 

party-in-interest and retaining control over (and being responsible for pursuing and bearing the 

related costs to pursue) claims retained by it pursuant to Section 2.7 and the Company 

substituting itself as the real party-in-interest and taking control of (and being responsible for 

pursuing and bearing the cost of pursuing) the remaining claims in the litigation. 

Section 4.7. Asset-Related Insurance. Pursuant to Section 2.1(e), the conveyance and 

transfer set forth in Section 2.1 includes, to the extent (and only to the extent) assignable and in 

relation to (and only in relation to) any Asset or the Collateral for any Loan, the rights of the 

Transferor under existing casualty or title insurance policies in respect of any Asset or the 

Collateral for any Loan, and the terms of Sections 3.1(f) and (subject to Section 3.1(f)) li.(g)_ 

shall apply to such rights so included in such transfer and conveyance, provided that (i) without 

limiting the generality of Section 5.1, the Transferor makes no representations or warranties of 

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any kind, nor assumes any liability or responsibility whatsoever, to the Company with respect to 

any such insurance policy, including with respect to the existence of coverage under any such 

insurance policy, the effectiveness of any such insurance policy or the amount of coverage under 

any such insurance policy, (ii) it shall be the sole obligation of the Company, at its expense, to 

determine whether any such insurance policy is in effect, to take such actions as may be 

necessary or appropriate to obtain or continue coverage under any such insurance policy and to 

ensure that the issuer of any such insurance policy is notified of the purchase and transfer of the 

Assets, and (iii) anything in this Section 4.7 (or the rest of this Agreement) to the contrary 

notwithstanding, neither the Transferor (nor, for the avoidance of doubt, any Existing Servicer) 

will have any obligation, to any extent, to maintain, or to take any action to maintain in effect, 

any such insurance policy in effect after the Closing Date. On (and from and after) the Closing 

Date, (x) the Company shall be responsible for having itself substituted as loss payee on all 

Asset-related insurance in which any Failed Bank or the Transferor is currently listed as a loss 

payee; and (y) the Company shall cause to be put into place such insurance for the Assets and the 

Collateral for the Loans with respect to which the Borrower has failed to maintain required 

insurance, in accordance with the requirements in the Insurance Schedule (attached as Annex III 

to the LLC Operating Agreement). Upon the cancellation after the Closing Date of any 

insurance policy maintained by the Transferor or any Failed Bank with respect to any Asset and 

the receipt by the Company or the Transferor of any refund of any premiums previously paid 

with respect thereto, such refunded amount shall inure to the benefit of the Borrowers with 

respect to the affected Assets, and such refunded amount shall be remitted to (or retained by) the 

Company and applied as appropriate to adjust the Escrow Accounts, if any, or other records with 

respect to such affected Assets. 

Section 4.8. Loans with Escrow Accounts. Amounts or balances related to the Loans 

on deposit in Escrow Accounts held or controlled by the Transferor or an Existing Servicer shall 

be transferred to the Company on the respective Servicing Transfer Date. On such date, any 

positive escrow balances held in the Escrow Accounts, without offset against any negative 

escrow balances, shall be transferred to the Company. The Company agrees to assume, 

undertake and discharge any and all Obligations of the holder of the Loans with respect to any 

Escrow Account and the maintenance of such Escrow Account and the Escrow Payments paid by 

or on account of the related Borrower. 

Section 4.9. Transferor as Lead Lender in Loan Participations. The Transferor hereby 

assigns and the Company hereby assumes the role of lead lender for any Loan Participations in 

which a portion of a Loan was participated to one or more Persons and in which the Transferor 

or any of its predecessors-in-interest was the lead lender as of the Closing Date. The Company 

hereby agrees to accept any such Loan Participations subject to all participants' right, title and 

interest in such Loan Participations. 

Section 4.1 0. Contracts for Deed. The Company agrees to comply with all Obligations 

set forth in any Contract for Deed contained in any Asset subject to this Agreement. Pursuant to 

the provisions of Section 3.1 hereof, the Transferor may require the Company to prepare and 

furnish special warranty deeds (consistent with the form of Receiver's Deed as attached hereto) 

for the Transferor's approval, conveying the real property subject to any such contract to the 

Company. The costs and expenses of the Company (or the Manager or the Servicer for the 

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benefit of the Company) for any title curative work, if required, shall constitute Pre-Approved 

Charges. 

Section 4.11. Acquired Property. The Company agrees to comply with all Obligations 

set forth in any Collateral Document relating to Acquired Property unless (subject in any event to 

Section 8.13 hereof), in the opinion ofthe Company, complying with the Obligations pursuant to 

such Collateral Documents would not be in the best interest (in terms of maximizing the value of 

the Asset) of the Company and the Initial Member. Pursuant to the provisions of Section 3.1 

hereof, the Transferor may require the Company to prepare and furnish Receiver's Deeds, 

Omnibus Assignments, Receiver's Quitclaim Deeds and other applicable Transfer Documents, 

for the Transferor's approval, to convey the Receiver Acquired Property to an Ownership Entity. 

Section 4.12. Leases. The Company agrees to comply with all Obligations set forth in 

any lease related to any Asset unless (subject in any event to Section 8.13 hereof), in the opinion 

of the Company, complying with the Obligations pursuant to such lease would not be in the best 

interests (in terms of maximizing the value of the Asset) of the Company and the Initial Member. 

Pursuant to the provisions of Section 3.1 hereof, the Transferor may require the Company to 

prepare and furnish applicable Transfer Documents for the Transferor's approval and execution. 

Section 4.13. Notice to Borrowers. The Company, on a timely basis in accordance with 

and to the extent (if any) required by any applicable Laws, and pursuant to the Limited Powers of 

Attorney granted to it pursuant to Section 3 .1(d)(i), shall prepare and transmit to each Borrower a 

joint "hello" and "goodbye" letter, at the Company's expense, which letter shall be subject to the 

review and reasonable approval of the Transferor. The Company shall, on a timely basis in 

accordance with the HFSH Act, prepare and transmit to each Borrower any notice required by 

the HFSH Act. 

Section 4.14. Notice of Claims. The Company immediately shall notify the Transferor, 

in accordance with the notice provisions of Section 7.1 (and the Notice Schedule), of any claim, 

threatened claim or litigation against the Transferor or any Failed Bank arising out of any Asset. 

Section 4.15. Use of the FDIC's Name and FDIC Legal Powers. 

(a) The Company shall not use, or permit the use by its agents, successors or 

assigns or any Ownership Entity of, any name or combination of letters that is similar to "FDIC" 

or "Federal Deposit Insurance Corporation." The Company shall not, and shall cause the 

Ownership Entities not to, represent or imply that it is affiliated with, authorized by or in any 

way related to the FDIC except that, (i) the Company may reference the FDIC (including in 

litigation) in connection with ownership issues regarding the Company's acquisition, or the 

FDIC's retention of assets or liabilities, and (ii) for so long as the FDIC is a member of the 

Company, the Company may represent that fact. 

(b) (i) Subject to the terms of Section 4.15(b)(ii), the Company shall not, 

and shall cause the Ownership Entities not to, in any manner assert or otherwise plead, assert or 

otherwise use, refer to or describe any FDIC Legal Power in any Action or in writing to any third 

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party; provided, however, that the Company shall be entitled to assert (and claim the benefit of) 

the statute oflimitations established under 12 U.S.C. §182l(d)(l4). 

(ii) The Company shall not make, and shall cause the Ownership 

Entities not to make, any Interpretive Statement except in strict accordance with this 

Section 4.15(b). If the Company or any Ownership Entity desires to make an Interpretive 

Statement, the Company agrees that any such Interpretative Statement may be made only 

(A) upon (1) delivery of written notice of its desire to make such Interpretative Statement, 

which notice shall include a draft of the Interpretative Statement and a corresponding legal 

analysis supporting the interpretations therein, to the Transferor no less than ten Business Days 

prior to the date upon which the Company proposes to make such Interpretative Statement, and 

(2) the receipt, prior to the Company making such proposed Interpretive Statement, by the 

Company of the Transferor's written consent thereto, which consent shall not be withheld so 

long as the interpretation set forth in the proposed Interpretive Statement is, in the FDIC's sole 

and absolute discretion, consistent with the FDIC's interpretation, and (B) under the oversight, 

and at the direction of, the Transferor. 

(iii) The Company shall, and shall cause its counsel to: (A) comply in 

all respects with (1) all of the Transferor's directions regarding any Interpretive Statement, and 

(2) all protocols, directives or interpretive memoranda issued from time to time by the 

Transferor, (and any amendment, modification or replacement thereof or successor thereto) that 

the Transferor has notified the Company in writing that the Company must comply with in 

connection with making an Interpretive Statement; and (B) with respect to any Action in which 

the Company has made an Interpretive Statement, notify the Transferor (1) immediately of any 

judgment or significant order issued therein and (2) upon the Transferor's request, of the status 

thereof. 

Section 4.16. Prior Servicer Information. The Company acknowledges and agrees that 

the Transferor may not have access to information from servicers of an Asset prior to the 

appointment of the FDIC as receiver of the applicable Failed Bank and that the Transferor has 

not requested any information not in the possession of the Transferor or its servicing contractor 

from any prior servicer of an Asset. The Company acknowledges and agrees that the Transferor 

will not be required under the terms of this Agreement to request any information from any prior 

servtcer. 

Section 4.17. Release of Transferor, FDIC and Failed Banks. 

(a) Except as otherwise specifically provided in Article VI of this Agreement 

or in the LLC Operating Agreement or any other Transaction Document, the Company hereby 

releases and forever discharges the Transferor, the FDIC, each Failed Bank and all of their 

respective Related Persons (other than the Company) from any and all claims (including any 

counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and 

remedies of whatever kind or nature that the Company had, has or might have in the future, 

whether known or unknown, which are related in any manner whatsoever to the Assets, the 

servicing of the Assets (before or after the Cut-Off Date) by (i) the Transferor, any Failed Bank 

or their predecessors-in-interest, (ii) the FDIC or (iii) any Person acting on behalf of the 

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Transferor, the FDIC or any Failed Bank or their predecessors-in-interest, or the acquisition of 

the Assets (other than gross negligence or willful misconduct); provided, however, that nothing 

contained in this Section 4.17(a) shall constitute or be interpreted as a waiver of any express 

right that the Company has under this Agreement or any of the Transaction Documents. 

(b) The Company agrees that it will not renew, extend, renegotiate, 

compromise, settle or release any Note or Asset or any right of the Company founded upon or 

growing out of this Agreement, except upon payment in full thereof, unless the Borrower and all 

Obligors on said Note or Asset first shall release and discharge the FDIC, the Transferor and the 

applicable Failed Bank with respect to such Asset, and their respective agents and assigns, other 

than the Company (the "Released Parties"), from all claims, demands and causes of action that 

any such Borrower or Obligor may have against any such Released Party arising out of or 

resulting from any act or omission occurring prior to the date of such release. 

ARTICLE V 

Assets Conveyed "As Is" and Without Recourse 

Section 5.1. Assets Conveyed "As Is". THE ASSETS (INCLUDING ANY 

INTERESTS IN OWNERSHIP ENTITIES AND RECEIVER ACQUIRED PROPERTY) ARE 

CONVEYED AND ASSIGNED TO THE COMPANY "AS IS" AND "WITH ALL FAULTS," 

WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, 

INCLUDING AS TO COLLECTABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, 

ABILITY OF ANY OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY 

PARTICULAR PURPOSE, MERCHANTABILITY OR FITNESS FOR A SPECIFIC 

PURPOSE, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW 

(INCLUDING PURSUANT TO SECTION 3-417 OF THE NY UCC OR SECTION 3-416 OF 

THE UNIFORM COMMERCIAL CODE), BY ANY PERSON, INCLUDING THE 

TRANSFEROR, ANY FAILED BANK OR THE FDIC, OR ANY PREDECESSORS-ININTEREST OR AFFILIATES OF THE TRANSFEROR, ANY FAILED BANK OR THE FDIC, 

OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR 

CONTRACTORS. THE TRANSFEROR SPECIFICALLY DISCLAIMS ANY WARRANTY, 

GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, 

EXPRESS, IMPLIED, OR BY OPERATION OF LAW, CONCERNING THE ASSETS, THE 

COLLATERAL, THE COLLATERAL DOCUMENTS, THE ASSET DOCUMENTS OR THE 

RELATED AGREEMENTS OR WITH RESPECT TO THE LEGALITY, VALIDITY, 

EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY SWAP AGREEMENT 

OR ANY DOCUMENTS RELATING THERETO OR TO THE CONDITION, FINANCIAL 

OR OTHERWISE, OF THE PARTIES TO ANY SWAP AGREEMENT OR ANY OTHER 

PERSON OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY 

SWAP AGREEMENT OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS 

PURSUANT TO ANY SWAP AGREEMENT OR ANY DOCUMENTS RELATING 

THERETO OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING 

TO ANY SWAP AGREEMENT. 

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Section 5.2. No Warranties or Representations with Respect to Escrow Accounts. 

Without limiting the generality of Section 5.1, the Transferor makes no warranties or 

representations of any kind or nature as to the sufficiency of funds held in any Escrow Account 

to discharge any obligations related in any manner to an escrow obligation, as to the accuracy of 

the amount of any monies held in any Escrow Account or as to the propriety of any previous 

disbursements or payments from any Escrow Account. 

Section 5.3. No Warranties or Representations as to Amounts of Unfunded Principal. 

Without limiting the generality of Section 5.1, the Transferor makes no warranties or 

representations of any kind or nature as to the amount of any additional or future advances of 

principal the Company may be obligated to make pursuant to the Asset Documents. 

Section 5.4. Disclaimer Regarding Calculation or Adjustment of Interest on any Asset. 

Without limiting the generality of Section 5.1, the Transferor makes no warranties or 

representations of any kind or nature as to the accuracy of any calculation or adjustment of 

interest on any Loan, including any adjustable rate Loan, whether such calculation or adjustment 

is made by the FDIC, any Failed Bank, the Transferor or any Affiliate, agent or contractor of any 

of the foregoing, or any predecessor-in-interest ofthe Transferor or any other party. 

Section 5.5. No Warranties or Representations With Regard to Information. The 

Transferor makes no warranties or representations of any kind or nature as to the completeness 

or accuracy of any information provided with respect to any Asset. The Company acknowledges 

that, for example, and not by way of limitation, some Asset Files may be missing forms or 

notices, or may contain incomplete or inaccurate forms or notices, that may be required by one or 

more federal or state consumer protection statutes. The Company's exclusive remedies with 

respect to any inaccurate or incomplete information provided by the Transferor are an adjustment 

in accordance with Section 2.4 or an option to repurchase pursuant to Article VI, and such 

exclusive remedies are available only if all other conditions theretofore expressed in this 

Agreement have been met. 

Section 5.6. Intervening or Missing Assignments. The Company acknowledges and 

agrees that the Transferor shall have no obligation to secure or obtain any missing intervening 

Mortgage Assignment or other assignment to the Transferor or any Failed Bank that is not 

contained in the documents or files delivered to the Company or the Custodian pursuant to 

Section 3.l(b). Neither the absence of any intervening Mortgage Assignment or any Mortgage 

Assignment to the Transferor, the FDIC or any Failed Bank, nor the existence of any Lien on the 

Asset or its Collateral, nor any defect in the Lien or priority of the Transferor's or the applicable 

Failed Bank's security interest in the Collateral shall give rise to any claim for purchase under 

Article VI. The Company shall bear all responsibility and expense of securing from the 

appropriate source any intervening Mortgage Assignment or any other assignment to the 

Transferor, the FDIC or any Failed Bank that may be missing from the documents or files 

delivered to the Custodian pursuant to Section 3.1(b), but the costs thereof incurred by the 

Company (or the Manager or the Servicer for the benefit of the Company) shall constitute PreApproved Charges. 

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Section 5.7. No Warranties or Representations as to Documents. The Transferor 

makes no warranties or representations of any kind or nature as to the effectiveness or 

enforceability in any Foreign Jurisdiction of this Agreement or any other document or instrument 

delivered or prepared in connection herewith, whether or not prepared and executed in the forms 

provided herewith, all of such forms being provided for reference only. 

Section 5.8. No Warranties or Representations as to Real Estate Taxes or Other 

Potential Liens Affecting Collateral. Without limiting the generality of Section 5.1, the 

Transferor makes no warranties or representations of any kind or nature as to the existence or 

amount of any unpaid back real estate Taxes, penalties, interest or other amounts due or overdue 

and payable or to become due and payable with respect to any Asset or Collateral or related 

Liens against any Asset or Collateral which amounts may be subject to payment by the Company 

in accordance with the terms of the Transaction Documents. The Transferor retains no 

obligations with respect to payment or discharge of any real estate Taxes, penalties, interest or 

other amounts or any Liens or other encumbrances resulting from the nonpayment thereof 

without regard to when such Taxes, penalties, interest or other amounts became due and without 

regard to when such Liens or other encumbrances arose. 

Section 5.9. No Warranties or Representations as to Assets or Liabilities of Ownership 

Entities. Without limiting the generality of Section 5.1 or Section 5.8, the Transferor makes no 

warranties or representations of any kind or nature as to the assets or Liabilities of any 

Ownership Entity included in the Assets. 

ARTICLE VI 

Repurchase by Transferor at Company's Option 

Section 6.1. Repurchases at Company's Option. The Company, at its option, and upon 

satisfaction of the procedures and other requirements set forth below, may require the Transferor 

to repurchase an Asset, if, and only if, (i) (x) prior to the Closing Date, one of the events 

described in Section 6.1(a), .{hl, (f)_, .(g} or .{hl has occurred, or (y) as of the Closing Date, one of 

the statements of fact described in Section 6.1(d), ill, ffi, ill or ill exists, or (ii) after the Closing 

Date, there is issued by a court of competent jurisdiction with respect to such Asset a final, nonappealable (unless the Transferor has agreed in writing that no appeal need be taken) order or 

judgment or there is entered into, with the consent of the Transferor, a final settlement of any 

claim, action or litigation (the "Order") that requires the assignment and transfer of such Asset 

back to the Transferor. IN NO EVENT SHALL THE OCCURRENCE OF ANY SUCH EVENT 

OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI 

BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE 

TRANSFEROR, THE FDIC OR ANY FAILED BANK OR ANY PREDECESSOR-ININTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE 

DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS 

SHOWN THAT THE TRANSFEROR, THE FDIC OR ANY FAILED BANK OR ANY 

PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR 

RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) 

KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING 

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TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED 

TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM. 

(a) If the Asset is a Loan, the Borrower had been discharged in a no asset 

bankruptcy proceeding, there is no Collateral securing such Loan and out of which such Loan 

may be satisfied, and all other Obligors with respect to the Note, if any, or the obligations 

contained therein, have similarly been discharged in no asset bankruptcies. 

(b) Ifthe Asset is a Loan, a court of competent jurisdiction had entered a final, 

non-appealable judgment or order (unless the Transferor has agreed in writing that no appeal 

need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither 

the Borrower nor any other Obligors, owe an enforceable obligation to pay the holder of the Note 

or its assignees. 

(c) If the Asset is a Loan, the Transferor or the applicable Failed Bank had 

executed and delivered to the Borrower a release ofliability from all obligations under the Note. 

(d) A title defect exists in connection with the property that is the subject of a 

Contract for Deed, which title defect requires a prior order or judgment of a court to enable the 

Company to convey title to such property in accordance with the terms and conditions set forth 

in the Contract for Deed. 

(e) The Transferor is not (and, for the avoidance of doubt, neither the 

Company nor any Ownership Entity is) the owner of the Asset (or, in the case of a Loan 

Participation, the Transferor is not the owner of the pro rata interest in such Loan Participation 

set forth on the Asset Schedule) and such is not curable by the Transferor so as to permit 

ownership of the Asset to be transferred to the Company or an Ownership Entity, as applicable 

(provided that the fact that a Potentially Defectively Foreclosed Receiver Acquired Property is 

not in fact owned by the Transferor shall not be a basis for the re-purchase of such Defectively 

Foreclosed Receiver Acquired Property or ofthe related Underlying Loan). 

(f) There exists an Environmental Hazard, in which case the Company's 

recourse with respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of the 

Environmental Hazard not being disclosed in the Asset Documents, Asset File or other material 

provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such Asset 

having an Adjusted Unpaid Principal Balance greater than $250,000.00; and (iii) the Company 

delivering, along with the notice required by Section 6.2, the following, each of which must be 

satisfactory in form and substance to the Transferor in its discretion: 

(x) a Phase I environmental assessment, from a qualified and reputable 

firm, of the Acquired Property or the Mortgaged Property securing such Loan, as the case may 

be; 

(y) a Phase II environmental assessment or lead-based paint survey of 

such Acquired Property or Collateral from a qualified and reputable firm, which assessment shall 

confirm (A) the existence of such Environmental Hazard on such Acquired Property or 

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Mortgaged Property and (B) that the regulator 1s likely to reqmre remediation of such 

Environmental Hazard; and 

(z) written certification of the Company under penalty of perjury that 

no action has been taken by or on behalf of the Company, with respect to a Loan, (A) to initiate 

foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such 

Loan. 

(g) The Transferor or the applicable Failed Bank, or its respective officers, 

directors or employees, fraudulently caused the Borrower to receive less than all of the proceeds 

and benefits of a Note. The Company's recourse with respect to this Section 6.1(g) shall be 

conditioned upon the Company delivering, along with the notice required by Section 6.2, written 

evidence of such fraud, which evidence must be satisfactory in form and substance to the 

Transferor in its discretion. 

(h) There is instituted after the Cut-Off Date any Action that (i) is asserted by 

more than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans 

secured by the same Collateral being considered a single Borrower for purposes of this Section 

6.1(h)) with respect to more than one Asset (with multiple Loans secured by the same Collateral 

being considered a single Asset for purposes of this Section 6.l(h)), (ii) includes allegations of 

fraud on the part of the Transferor or any Failed Bank in connection with the Transferor's or 

such Failed Bank's origination of such Assets (or the related Underlying Loans) and (iii) names 

the Transferor or any Failed Bank as a defendant and that asserts liability on the part of the 

Transferor or such Failed Bank for which the Company is not liable as assignee, as a matter of 

Law, with respect to such Assets. 

(i) If an Asset is an SFR Loan, such SFR Loan was (i) subject to the 

requirements of the HOEP A, or (ii) a "high cost," "threshold," "covered," "abusive" or 

"predatory" loan or a similar loan under any state, federal or local Law applicable to the 

originator of such SFR Loan as of the date of origination (or similarly classified loan using 

different terminology under a Law enacted to combat predatory lending) unless (x) all 

requirements of HOEP A or such other applicable Law with respect to such SFR Loan were met 

or (y) any violation of such Law is susceptible to cure in a manner that does not materially 

impact the outstanding principal balance of such SFR Loan as established on the Cut-OffDate. 

(j) If an Asset is an SFR Loan, such SFR Loan is void, voidable, subject to a 

right of rescission or unenforceable due to a material violation of those requirements of Laws 

applicable to the originator of such SFR Loan. 

Section 6.2. Notice to Transferor. The Company shall notify the Transferor of each 

Asset with respect to which the Company seeks to exercise its rights pursuant to Section 6.1. 

Such notice shall be on the Company's letterhead and include the following information: (a) the 

Company's tax identification number, (b) the Company's wire transfer instructions, (c) the asset 

number and other identifying information related to the Asset, (d) the subsection of Section 6.1 

pursuant to which the Company is seeking to require the Transferor to repurchase the Asset, (e) a 

summary of the reasons the Company believes that the Asset should be repurchased by the 

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Transferor and (f) a certification by the Company that the request for repurchase is being 

submitted in good faith and is complete and accurate in all respects to the best of the Company's 

knowledge. The notice shall be accompanied by evidence supporting the basis for the 

Transferor's repurchase of such Asset. Promptly upon request by the Transferor, the Company 

shall supply the Transferor with any additional evidence that the Transferor reasonably may 

request. The Transferor shall have no obligation to repurchase any Asset pursuant to this Article 

VI for which notice and all supporting evidence reasonably required by the Transferor have not 

been received by the Transferor at the addresses specified in Article VII no later than the first 

Business Day after the expiration of (x) in the case of any purchase demand pursuant to Sections 

6.1(a) through ill, one hundred and eighty calendar days after the Closing Date, or in the case of 

a Contract for Deed, the first Business Day after the expiration of three hundred and sixty 

calendar days after the Closing Date, and (y) in the case of any purchase demand with respect to 

the issuance of an Order, thirty days after the issuance of the Order. 

Section 6.3. Re-delivery of Notes, Files and Documents. For any Asset that qualifies 

for re-purchase pursuant to this Article VI, the Company shall: (a) re-endorse and deliver the 

Note with respect to any Loan or Underlying Loan to the Transferor (or its designee); (b) assign 

all Collateral Documents associated with such Asset and reconvey any real property subject to a 

Contract for Deed or any related Receiver Acquired Property or Company Acquired Property, 

together with such other documents or instruments as shall be necessary or appropriate to convey 

the Asset (including any related Receiver Acquired Property or Company Acquired Property and 

including any related equity interests in an Ownership Entity) back to the Transferor (or its 

designee); (c) deliver to the Transferor (or its designee) the Asset File, along with any additional 

records compiled or accumulated by the Company pertaining to the Asset; (d) take such actions 

as are necessary, or as the Transferor reasonably may specify, (x) to transfer from the Company 

to the Transferor any litigation (including any Assumed Closing Date Asset Litigation) or 

bankruptcy action involving the subject Asset (including to transfer from the Company to the 

Transferor sole control over such litigation or bankruptcy action), including substituting the 

duties of the Company for the Transferor and the Transferor for the Company, and with respect 

to the Affidavit and Assignment of Claim, the form of which is attached to this Agreement as 

attachment D, substituting the duties of the Assignor (as such term is defined therein) for the 

Assignee (as such term is defined therein) and the Assignee for the Assignor, and (y) to retransfer to the Transferor any rights transferred to the Company pursuant to the first sentence of 

Section 4.7; (e) transfer to the Transferor any positive escrow balances held in the Escrow 

Accounts with respect to such Asset, without offset against any negative escrow balances; and (f) 

deliver to the Transferor (or its designee) a certification, notarized and executed under penalty of 

perjury by a duly authorized representative of the Company, certifying that (i) as of the date of 

repurchase by the Transferor none of the conditions relieving the Transferor of its obligation to 

repurchase the Asset as specified in Section 6.4 has occurred and (ii) the Company has complied 

with the requirements of clauses (a) through W of this sentence. The documents evidencing the 

conveyance of the Asset to the Transferor shall be substantially the same as those executed 

pursuant to Article III of this Agreement to convey the Asset to the Company. In all cases in 

which the Company recorded or filed among public records any document or instrument 

evidencing a transfer of the Asset to the Company, the Company shall cause to be recorded or 

filed among such records a similar document or instrument evidencing the reconveyance of the 

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Asset to the Transferor. Upon compliance by the Company with the provisiOns of this 

Section 6.3 above, the Transferor shall pay to the Company the Repurchase Price, and the 

Repurchase Price shall be deposited into the Collection Account (and such Repurchase Price 

shall constitute Asset Proceeds for purposes of the Custodial and Paying Agency Agreement). 

The Company shall comply with the last sentence of Section 4.7 (applied mutatis mutandis) with 

respect to any Asset repurchased pursuant to this Section 6.3. 

Section 6.4. Waiver of Company's Repurchase Option. The Transferor will be 

relieved of its obligation to repurchase any Asset for any reason set forth in Section 6.1 if the 

Company: (a) except in the case of the permanent refinance of a Loan in connection with the 

final Authorized Funding Draw with respect to such Loan, modifies any of the terms of the Loan 

(including the terms of any Collateral Document or Contract for Deed); (b) exercises forbearance 

with respect to any scheduled payment on the Loan; (c) accepts or executes new or modified 

lease documents assigned by the Transferor to the Company; (d) sells, assigns or transfers the 

Asset or any interest therein; (e) {i) fails to comply with the LLC Operating Agreement in the 

maintenance, collection, servicing and preservation of the Asset, including delinquency 

prevention, collection procedures and protection of collateral as warranted, or (ii) without 

limiting the generality of clause (i), settles or compromises (without the Transferor's written 

consent), or fails diligently to conduct (including if relevant to defend), any litigation or 

bankruptcy action described in Section 6.3(d) with respect to the Asset; (f) initiates any litigation 

in connection with the Asset or the Mortgaged Property securing the Asset other than litigation 

to force payment or to realize on the Collateral securing the Asset; (g) completes any action with 

respect to foreclosure on, or accepts a deed-in-lieu of foreclosure for, any Collateral securing the 

Asset; (h) causes, by action or inaction, the priority of title to the Asset, Mortgaged Property and 

other security for the Asset to be less than that conveyed by the Transferor; (i) causes, by action 

or inaction, the security for the Asset to be different than that conveyed by the Transferor, except 

as may be required by the terms of the Collateral Documents; (j) causes, by action or inaction, a 

claim of third parties to arise against the Company that, as a result of purchase under this 

Agreement, may be asserted against the Transferor; (k) causes to arise, by action or inaction, a 

Lien of any nature to encumber the Asset; (1) is the Borrower or any other Obligor, or any 

Affiliate thereof, with respect to such Asset; (m) makes any disbursement of principal or 

otherwise incrementally funds any Loan; or (n) makes a Discretionary Funding Advance with 

respect to the Asset. For the avoidance of doubt, and without limitation of clause (g) of the 

preceding sentence, it is understood and agreed that the Transferor will not have any obligation 

pursuant to Section 6.1 to repurchase any Acquired Property that, as of the Closing Date, 

constituted Collateral (and was not Acquired Property). 

ARTICLE VII 

Notices 

Section 7.1. Notices. All notices, requests, -demands and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be delivered in accordance with (and subject to) the provisions of the Notice 

Schedule (which Notice Schedule is hereby incorporated by reference); provided, that, service of 

any writ, process or summons in any suit, action or proceeding arising out of, relating to, or in 

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connection with this Agreement or any Transaction Document shall be subject to the applicable 

provisions in Section 8.7(c). 

ARTICLE VIII 

Miscellaneous Provisions 

Section 8.1. Severability. Any provision of this Agreement that is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (a) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (b) without limitation of clause (a), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (c) without limitation of clauses (a) 

or {Q)_, such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (p) modify such provision (including without limitation, 

to the extent applicable, by limiting the duration or scope of such provision and/or the Persons 

against whom, and/or the circumstances under which, such provision shall be effective in such 

jurisdiction) for purposes of such proceeding to the minimum extent necessary so that such 

provision, as so modified, may then be enforced in such proceeding and ( q) enforce such 

provision, as so modified pursuant to clause (p), in such proceeding. Nothing in this Section 8.1 

is intended to, or shall, limit (x) the ability of any party to this Agreement to appeal any court 

ruling or the effect of any favorable ruling on appeal or (y) the intended effect of Section 8.2. 

Section 8.2. Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS TO BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE 

THAT MAY REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY W AlVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL 

ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 8.3. Cost, Fees and Expenses. Except as otherwise provided in this 

Agreement, each party to this Agreement agrees to pay all costs, fees and expenses which it has 

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incurred in connection with or incidental to the matters contained in this Agreement, including 

fees and disbursements to its accountants, brokers, financial advisors and counsel. 

Section 8.4. Waivers; Amendment and Assignment. 

(a) No provision of this Agreement may be amended or waived except in 

wntmg executed by all of the parties to this Agreement. This Agreement and the terms, 

covenants, conditions, provisions, obligations, undertakings, rights and benefits set forth in this 

Agreement shall be binding upon, and shall inure to the benefit of, the undersigned parties and 

their respective heirs, executors, administrators, representatives, successors and permitted 

assigns, and (except as specified in Section 8.4(f)) no other Person or Persons (including 

Borrowers or any co-lender or other Person with any interest in or liability under any of the 

Assets) shall have any rights or remedies pursuant to or by reason of this Agreement. 

Notwithstanding the foregoing, this Agreement may not be transferred or assigned by the 

Company without the express prior written consent of the Transferor, and any attempted 

assignment without such consent shall be void ab initio. 

(b) (i) Subject to the requirements and restrictions for the transfer of the 

Purchase Money Notes pursuant to the Custodian and Paying Agency Agreement (but otherwise 

any term of any Transaction Document to the contrary notwithstanding), the FDIC shall be 

permitted, without restriction, to effect any number of FDIC Purchase Money Notes 

Dispositions. 

(ii) Each of the Company and the Private Owner agrees to cooperate in 

all respects with and assist, and the Private Owner agrees to cause the Company to cooperate in 

all respects with and assist, the FDIC in any actual or proposed FDIC Purchase Money Notes 

Disposition, including by, as and to the extent requested by the FDIC, (w) providing such 

information and documentation as may be reasonably requested by the FDIC, including such 

information and documentation as may be necessary or advisable for compliance with the 

Securities Act, the Exchange Act, the Investment Company Act and other applicable Laws (as 

determined in good faith by the FDIC), or as would be otherwise customarily provided in 

connection with the issuance or sale of securities similar to the Purchase Money Notes, (x) 

entering into an indenture, fiscal and paying agent agreement or other similar agreement, and 

other agreements, with respect to the Purchase Money Notes or the FDIC Purchase Money 

Notes Disposition, satisfactory to the FDIC, (y) causing legal counsel for each of the Company 

and the Private Owner to issue such legal opinions as may reasonably be requested or as would 

be otherwise customarily provided in connection with the issuance or sale of securities similar 

to the Purchase Money Notes and (z) providing certificates and other closing documents, in 

form and substance satisfactory to the FDIC. 

(iii) Each of the Company and the Private Owner shall cooperate in all 

respects with and assist, and the Private Owner agrees to cause the Company to cooperate in all 

respects with and assist, the FDIC to effect any amendments or modifications to the Transaction 

Documents (including this Agreement and the Purchase Money Notes) that the FDIC may 

request from time to time in connection with any actual or proposed FDIC Purchase Money 

Notes Disposition, including to increase or decrease the aggregate outstanding principal amount 

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of any Class of Purchase Money Notes that is FDIC-Owned (with an appropriate corresponding 

decrease or increase in the aggregate outstanding principal amount of another Class of Purchase 

Money Notes that is FDIC-Owned) or to make such Class of Purchase Money Notes interest 

bearing (with an appropriate decrease in the aggregate outstanding principal amount of such, or 

another, Class of Purchase Money Notes that is FDIC-Owned), provided that no such 

amendment or modification will increase the aggregate outstanding principal amount of such 

Class of Purchase Money Notes (except as expressly provided above). 

(iv) Any terms of this Agreement or any other Transaction Document 

to the contrary notwithstanding, the Transferor may, at any time or from time to time provide, 

or arrange for the provision by any Person of, a guaranty with respect to any Class of Purchase 

Money Notes, substantially in the form of Attachment M hereto (or substantially in such form 

except for such changes thereto as do not materially adversely affect the Company). If 

requested by the Transferor, the Company forthwith shall (and the Private Owner shall cause 

the Company forthwith to) execute and deliver the acknowledgement in respect of each 

Purchase Money Notes Guaranty contemplated by the form of guaranty set forth in Attachment 

M hereto. 

(v) At the request of the FDIC at any time or from time to time 

(whether or not in connection with any proposed FDIC Purchase Money Notes Disposition), the 

Company shall, at its own expense (which shall be a Pre-Approved Charge), use its best efforts 

to, as promptly as practicable after such request of the FDIC, make any Class of Purchase 

Money Notes that is FDIC-Owned DTC Eligible (which efforts shall include making any 

amendments to, or exchanges of, the Transaction Documents (including the Purchase Money 

Notes), executing any Letter of Representations or other documentation required by the DTC, 

and securing CUSIP and ISIN numbers for such Class of Purchase Money Notes, in each case 

to the extent requested by the FDIC). 

(c) In addition to (and not in limitation of) the rights of the FDIC under 

Section 8.4(b) above and the rights of any Purchase Money Notes Guarantor under Section 2.8 of 

the Custodial and Paying Agency Agreement, in order to facilitate, or in connection with or in 

contemplation of, any restructuring of the Purchase Money Notes, any FDIC Purchase Money 

Notes Disposition (or any reissuance, restructuring or sale of any promissory notes to be issued 

pursuant to Section 2.8 of the Custodial and Paying Agency Agreement) or the delivery of any 

Purchase Money Notes Guaranty, the FDIC, without the consent of the Private Owner, the Initial 

Member, the Company or any Holder, may, at any time (and from time to time) that any Class of 

Purchase Money Notes is FDIC-Owned, require the Company to (i) replace such Class of 

Purchase Money Notes with another class or classes of promissory notes, or otherwise reissue 

one or more of any such Classes of Purchase Money Notes, including in each case to have 

maturity date(s) and principal amount(s) that are different from those of such Class or Classes of 

Purchase Money Notes prior to such replacement or reissuance, and (ii) make related changes, 

modifications or amendments to this Agreement, such replacement or reissued promissory notes 

and the Transaction Documents (and the Company shall comply with any such requirement). 

Any such class of replacement or reissued promissory notes shall be considered to constitute a 

"Class" of "Purchase Money Notes" for all purposes of the Transaction Documents. The 

aggregate outstanding principal amount of all such replacement or reissued Purchase Money 

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Notes at the time of their original issuance or reissuance, as the case may be, pursuant to this 

Section 8.4(c) shall be equal to the aggregate outstanding principal amount of all Classes of 

Purchase Money Notes so being replaced and/or reissued immediately prior to such replacement 

and/or reissuance. 

(d) The maturity date of any amended, replacement or reissued Purchase 

Money Notes pursuant to this Section 8.4 shall not be later than, and prior to the Guaranty 

Issuance Date shall be December 11, 2019. No change, amendment or modification to the 

Transaction Documents pursuant to this Section 8.4 (disregarding, for the avoidance of doubt, 

the maturity dates and principal amounts of any such amended, replacement or reissued Purchase 

Money Notes) shall adversely affect in any material respect the amount or timing of distributions 

to the Initial Member or the Private Owner pursuant to the Priority of Payments or any other 

direct rights or obligations of, or the need for direct advances, contributions or payments from, 

the Private Owner or the Initial Member pursuant to any Transaction Document, in each case 

unless such adversely affected Private Owner or Initial Member, as applicable, shall have 

consented to the applicable provisions resulting in such adverse effect. Any change, amendment 

or modification to the Transaction Documents pursuant to this Section 8.4 at a time when any of 

the Purchase Money Notes are not FDIC-Owned shall require the consent of the Required PMN 

Consenting Parties. Prior to effecting any changes, amendments or modifications to the 

Transaction Documents pursuant to this Section 8.4, the FDIC shall notify each of the Private 

Owner and the Company of any such contemplated changes, amendments or modifications. For 

the avoidance of doubt, nothing in this Section 8.4(d) (i) applies to any amendment or 

modification of the definition of the term "Required PMN Consenting Parties" in accordance 

with the definition of such term (it being understood and agreed that the Required PMN 

Consenting Parties have absolute discretion to modify such term in any manner it desires in 

connection with any such Purchase Money Notes Disposition (or otherwise)) or (ii) modifies or 

qualifies the last sentence of Section 12.1 of the Reimbursement, Security and Guaranty 

Agreement. The Company and the Private Owner shall cooperate in all respects with and assist 

(and the Private Owner agrees to cause the Company to cooperate in all respects with and assist) 

the FDIC in effecting all replacements and reissuances of Purchase Money Notes, and all 

changes, amendments or modifications therein and to the other Transaction Documents, required 

by the FDIC pursuant to this Section 8.4, including causing legal counsel for the Company to 

issue such legal opinions as may reasonably be requested or required in connection therewith. 

The issuance of any amended, replacement or reissued Purchase Money Notes as described in 

this Section 8.4(c) shall be at the cost and expense of the Company and any such cost and 

expense shall be deemed a Pre-Approved Charge. For the avoidance of doubt, any applicable 

fees of the Custodian in connection with additional reporting required by the FDIC pursuant to 

this Section 8.4 shall be considered as part of fees of the Custodian to be paid by the Company 

pursuant to the Custodial and Paying Agency Agreement. 

(e) The terms of Sections 8.4(b) and.{£)_ above, and Section 8.4(f) below, shall 

apply notwithstanding anything to the contrary contained elsewhere in this Agreement (including 

Section 8.4(a) or in any other Transaction Document). 

(f) Each of the FDIC, and each Purchase Money Notes Guarantor,] is hereby 

constituted an express third party beneficiary of this Section 8.4 and of, to the extent relevant to 

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this Section 8.4, the remainder ofthis Article VIII, and neither this Section 8.4 nor, in relation to 

this Section 8.4, the remainder of this Article VIII, may be amended or modified without the 

consent of the FDIC (acting in its corporate capacity) and each Purchase Money Notes 

Guarantor. The FDIC is hereby constituted an express third party beneficiary of Section 8.13 

and of, to the extent relevant to Section 8.13, the remainder of this Article VIII, and neither 

Section 8.13 nor, in relation to Section 8.13, the remainder of this Article VIII, may be amended 

or modified without the consent ofthe FDIC (acting in its corporate capacity). For the avoidance 

of doubt, each of the Transferor and the FDIC may enforce the provisions of Section 8.13 (and 

any other indemnity set forth herein) with respect to any Related Person in relation to itself (in its 

own name and/or in the name of and/or otherwise on behalf of such other Related Person). 

Section 8.5. No Presumption. This Agreement shall be construed fairly as to each 

party hereto and, if at any time any such term or condition is desired or required to be interpreted 

or construed, no consideration shall be given to the issue of who actually prepared, drafted or 

requested any term or condition of this Agreement or any agreement or instrument subject 

hereto. 

Section 8.6. Entire Agreement. This Agreement and the Transaction Documents 

contain the entire agreement between the Transferor and the Company and its Affiliates with 

respect to the subject matter hereof and supersede any and all other prior agreements, whether 

oral or written; provided, however, that any confidentiality agreement between the FDIC and the 

Private Owner or any Affiliates of the Private Owner (including by way of joinder) with respect 

to the transaction that is the subject of this Agreement and the Transaction Documents (including 

the Confidentiality Agreement) shall remain in full force and effect to the extent provided 

therein, except that the Company's rights under Article VI shall not be deemed a repurchase 

option for purposes of Section 2 of the Confidentiality Agreement (or any corresponding 

provision of any other such confidentiality agreement). In the event of a conflict between the 

terms of this Agreement and the terms of any Transfer Document or other document or 

instrument executed in connection herewith or in connection with the transactions contemplated 

hereby, including any translation into a foreign language of this Agreement for the purpose of 

any Transfer Document, or any other document or instrument executed in connection herewith 

which is prepared for notarization, filing or any other purpose, the terms of this Agreement shall 

control, and furthermore, the terms of this Agreement shall in no way be or be deemed to be 

amended, modified or otherwise affected in any manner by the terms of such Transfer Document 

or other document or instrument. 

Section 8.7. Jurisdiction; Venue and Service. 

(a) Each of the Private Owner and the Company, in each case on behalf of 

itself and its Affiliates, hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District ofNew York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any such Affiliate 

commenced by the Transferor or the FDIC arising out of, relating to, or in connection with this 

Agreement or any Transaction Document, and waives any right to: 

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

other court or dispute-resolution forum (other than the court in which the Transferor or the FDIC, 

as the case may be, files the action, suit or proceeding) without the consent of the Transferor or 

the FDIC, as the case may be; 

(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 of 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, County of New York, for any suit, action or proceeding against it or any such 

Affiliate commenced by the Transferor or the FDIC arising out of, relating to, or in connection 

with this Agreement or any Transaction Document (other than the LLC Operating Agreement), 

and waives any right to: 

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

other court or dispute-resolution forum without the consent of the Transferor or the FDIC, as the 

case maybe; 

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

State ofNew York, County ofNew York; or 

(C) assert that the Supreme Court of the State of New York, 

County ofNew York, is an inconvenient forum; 

(iii) agrees to bring any suit, action or proceeding by it or any such 

Affiliate against the Transferor or the FDIC arising out of, relating to, or in connection with this 

Agreement or any Transaction Document, in only 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 Transferor or the FDIC, as the case may be, 

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 ofthe Transferor or the FDIC, as the case may be; 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 8.7(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court of the State of New York, County of 

New York, and waives any right to remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent ofthe Transferor or the FDIC, as the 

case may be; and 

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(v) agrees, in any suit, action or proceeding that is brought in the 

Supreme Court of the State of New York for New York County in accordance with the above 

provisions of this Section 8.7(a), to request that such suit, action or proceeding be referred to the 

Commercial Division of such Court. 

(b) Each of the Private Owner and the Company, in each case on behalf of 

itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment 

entered against it in any suit, action or proceeding falling within Section 8.7(a) may be enforced 

in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 8.7(d), each ofthe Private Owner and 

the Company, in each case 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 Section 8.7(a) or Section 8.7(b) may be effected by the mailing of copies 

thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to 

Section 7.1 (and the Notice Schedule) (with copies to such other Persons as specified therein); 

provided, however, that the foregoing shall not affect the right of any party to serve process in 

any other manner permitted by Law. Each of the Private Owner and the Company, in each case 

on behalf of itself and its Affiliates, further agrees that any such service of writs, process or 

summonses in any suit, action or proceeding pursuant to Section 8.7(a) or Section 8.7(b) on 

FDIC (in any capacity, including as Initial Member) shall be in accordance with requirements of 

applicable Law (including 12 CFR section 309.7(a)), with additional delivery of a copy of such 

writ, process or summons to the FDIC (in its applicable capacity(ies)) pursuant to the notice 

provisions in the Notice Schedule. 

(d) Nothing in this Section 8.7 shall constitute (i) consent to jurisdiction in 

any court by the FDIC (in any capacity, including as the Transferor), other than as expressly 

provided in Section 8.7(a)(iii) and Section 8.7(a)(iv), or (ii) a waiver or limitation of any 

provision in the Federal Deposit Insurance Act or other applicable law relating to 

commencement, jurisdiction, venue, limitations, administrative exhaustion, judicial review, 

removal, remand, continuation or enforcement (including as to limitations on attachment or 

execution upon assets in the possession of the FDIC) of actions by or against the FDIC (in any 

capacity), or in which the FDIC (in any capacity, including as the Transferor) is a party, 

including 12 U.S.C. § 1819(b), 1821(c), 1821(d), and 1821U). 

Section 8.8. Waiver of Jury Trial. EACH OF THE COMPANY, FOR ITSELF AND 

ITS AFFILIATES, AND THE TRANSFEROR HEREBY IRREVOCABLY AND 

UNCONDITIONALLY W AlVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

Section 8.9. Counterparts; Facsimile Signatures. This Agreement may be executed in 

two or more counterparts, each of which shall be deemed an original but all of which together 

shall constitute but one and the same agreement. This Agreement and any amendments hereto, 

to the extent signed and delivered by facsimile or other electronic means, shall be treated in all 

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manner and respects as an original agreement and shall be considered to have the same binding 

legal effect as if it were the original signed version thereof delivered in person. No signatory to 

this Agreement shall raise the use of a facsimile machine or other electronic means to deliver a 

signature or the fact that any signature or agreement was transmitted or communicated through 

the use of a facsimile machine or other electronic means as a defense to the formation or 

enforceability of a contract and each such Person forever waives any such defense. 

Section 8.1 0. Headings. Article, section or paragraph titles or captions contained in this 

Agreement are inserted only as a matter of convenience and for reference and in no way define, 

limit, extend or describe the scope of this Agreement or the intent of any provisions hereof. All 

article, section and paragraph references contained in this Agreement shall refer to articles, 

sections and paragraphs in this Agreement unless otherwise specified. 

Section 8.11. Compliance with Law. Except as otherwise specifically provided in this 

Agreement, each party to this Agreement shall, at its own cost and expense, obey and comply 

with all Laws, as they may pertain to such party's performance of its obligations hereunder. 

Section 8.12. Right to Specific Performance. THE COMPANY HEREBY 

ACKNOWLEDGES AND AGREES THAT THE DAMAGES TO BE INCURRED BY THE 

TRANSFEROR AS A RESULT OF THE COMPANY'S BREACH OF THIS AGREEMENT 

WILL BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN, THAT DAMAGES WILL 

NOT BE AN ADEQUATE REMEDY AND THAT ANY BREACH OR THREATENED 

BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT BY THE COMPANY 

MAY CAUSE IMMEDIATE IRREPARABLE HARM FOR WHICH THERE MAY BE NO 

ADEQUATE REMEDY AT LAW. ACCORDINGLY, THE PARTIES AGREE THAT, IN 

THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, THE TRANSFEROR 

SHALL BE ENTITLED TO (I) IMMEDIATE AND PERMANENT EQUITABLE RELIEF 

(INCLUDING INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE OF THE 

PROVISIONS OF THIS AGREEMENT) FROM A COURT OF COMPETENT 

JURISDICTION (IN ADDITION TO ANY OTHER REMEDY TO WHICH IT MAY BE 

ENTITLED AT LAW OR IN EQUITY), AND (II) SOLELY IN THE CASE OF A BREACH 

OF SECTION 4.15 HEREOF, LIQUIDATED DAMAGES IN THE AMOUNT OF $25,000 

FOR EACH BREACH OF SUCH SECTION. THE PARTIES AGREE AND STIPULATE 

THAT THE TRANSFEROR SHALL BE ENTITLED TO EQUITABLE (INCLUDING 

INJUNCTIVE) RELIEF WITHOUT POSTING A BOND OR OTHER SECURITY, AND THE 

COMPANY FURTHER WAIVES ANY DEFENSE IN ANY SUCH ACTION FOR SPECIFIC 

PERFORMANCE OR INJUNCTIVE RELIEF THAT A REMEDY AT LAW WOULD BE 

ADEQUATE AND ANY REQUIREMENT UNDER LAW TO POST SECURITY AS A 

PREREQUISITE TO OBTAINING EQUITABLE RELIEF. NOTHING CONTAINED IN 

THIS SECTION SHALL LIMIT EITHER PARTY'S RIGHT TO ANY REMEDIES AT LAW, 

INCLUDING THE RECOVERY OF DAMAGES FOR BREACH OF THIS AGREEMENT. 

Section 8.13. Indemnity. 

(a) The Company shall indemnify and hold harmless the Transferor and the 

FDIC, and their respective Related Persons (all of the foregoing, collectively, the "Indemnified 

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Parties"), from and against any and all Losses whatsoever directly or indirectly resulting from, 

connected with, arising out of or related to (i) any failure by the Company to pay and perform the 

Obligations when due (including any such failure pursuant to the express provisions of Sections 

4.11 and 4.12 hereof permitting the Company to, under circumstances, refrain from performing 

certain Obligations), (ii) the services (including in any event all Servicing) provided (or caused 

to be provided) or contemplated to be provided (or to be caused to be provided) by the 

Transferor and/or any Existing Servicer pursuant to, or as described in, Section 3.3 hereof 

(including all such services, and in any event all Servicing, provided (or caused to be provided) 

by the Transferor and/or any Existing Servicer between the Cut-Off Date and the Closing Date) 

or any action taken or not taken by the Transferor and/or any Existing Servicer, or any Related 

Person of the Transferor and/or any Existing Servicer, in relation to any of the foregoing, 

provided that the Company shall not be required pursuant to clause (ii) to indemnify or hold 

harmless any Indemnified Party from any Losses to the extent directly or indirectly resulting 

from, connected with, arising out of or related to any gross negligence, bad faith or willful 

misconduct (including any act or omission constituting theft, embezzlement, breach of trust or 

violation of any Law) on the part of such, or any other, Indemnified Party, (iii) the contents or 

form of any endorsement or allonge to a Note, Assignment and Lost Instrument Affidavit, 

Mortgage Assignment, deed, assignment of lease, assignment of Ownership Entity interests or 

other document of assignment, conveyance or transfer used in connection with the transfer to the 

Company of any Asset, any Collateral or any Collateral Document (or of the Transferor's rights 

with respect thereto) (x) the form of which was not provided by the Transferor as an attachment 

hereto (including any Losses whatsoever directly or indirectly resulting from, connected with, 

arising out of or related to any claim relating to the adequacy or inadequacy of any such 

document or instrument for the purposes thereof) or (y) that does not comply with the 

requirements for recordation or filing thereof in the relevant jurisdiction or otherwise is not 

sufficient under applicable Law to reflect the transfer intended to be effected thereby or 

otherwise does not comply with applicable Law (regardless of whether or not the form thereof 

was provided by the Transferor as an attachment hereto), or (iv) any use of any FDIC Power of 

Attorney (x) in any manner not expressly permitted by the terms of such FDIC Power of 

Attorney, (y) without limiting the generality of clause (x), in violation of any restrictions on the 

use thereof set forth in such FDIC Power of Attorney or any Transaction Document (or any other 

agreement between the FDIC and the Company) or otherwise communicated to the Company by 

the FDIC in writing or (z) in any manner constituting, or as part of or otherwise in connection 

with any conduct or course of conduct constituting, bad faith, willful misconduct, theft, 

embezzlement, breach of trust or any violation of any Law. Each Indemnified Party shall deliver 

notice, of any claim or demand made by any Person against such Indemnified Party for which 

such Indemnified Party may seek indemnification under this Section 8.13(a) (a "Third Party 

Claim"), to the Company promptly after receipt by such Indemnified Party of written notice of 

the Third Party Claim, describing such Third Party Claim in reasonable detail. The failure or 

delay to provide such notice, however, shall not release the Company from any of its obligations 

under this Section 8.13(a) except to the extent that it is materially prejudiced by such failure or 

delay. 

(b) If for any reason the indemnification provided for herein is unavailable or 

insufficient to hold harmless the Indemnified Parties, the Company shall contribute to the 

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amount paid or payable by the Indemnified Parties as a result of the Losses of the Indemnified 

Parties in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties, 

on the one hand, and the Company and its Related Persons, on the other hand, in connection with 

the matters that are the subject of such Losses. 

(c) If the Company confirms in writing to the Indemnified Party within fifteen 

days after receipt of a Third Party Claim the Company's responsibility to indemnify and hold 

harmless the Indemnified Party therefor, the Company may elect to assume control over the 

compromise or defense of such Third Party Claim at the Company's sole expense and with 

counsel selected by the Company, which counsel must be reasonably satisfactory to the 

Indemnified Party, provided that (i) the Indemnified Party may, if such Indemnified Party so 

desires, employ counsel at such Indemnified Party's own expense to assist in the handling (but 

not control the defense) of any Third Party Claim; (ii) the Company shall keep the Indemnified 

Party advised of all material events with respect to any Third Party Claim; (iii) the Company 

shall obtain the prior written approval of the Indemnified Party before ceasing to defend against 

any Third Party Claim or entering into any settlement, adjustment or compromise of such Third 

Party Claim involving injunctive or similar equitable relief being imposed upon the Indemnified 

Party or any of its Affiliates; and (iv) the Company will not, without the prior written consent of 

the Indemnified Party, settle or compromise or consent to the entry of any judgment in any 

pending or threatened action in respect of which indemnification may be sought hereunder 

(whether or not any such Indemnified Party is a party to such action), unless such settlement, 

compromise or consent by its terms obligates the Company to satisfy the full amount of the 

liability in connection with such Third Party Claim and includes an unconditional release of such 

Indemnified Party from all liability arising out of such Third Party Claim. 

(d) Notwithstanding anything contained herein to the contrary, the Company 

shall not be entitled to control (and if the Indemnified Party so desires, it shall have sole control 

over) the defense, settlement, adjustment or compromise of (but the Company shall nevertheless 

be required to pay all Losses incurred by the Indemnified Party in connection with such defense, 

settlement or compromise): (i) any Third Party Claim that seeks an order, injunction or other 

equitable relief against the Indemnified Party or any of its Affiliates; (ii) any action in which 

both the Company (and/or the Private Owner (in any capacity, including as the Manager)) or any 

Affiliate of the Company (and/or the Private Owner), on one hand, and the Indemnified Party, on 

the other hand, are named as parties and either the Company (and/or the Private Owner) (or such 

Affiliate of the Company (and/or the Private Owner)) or the Indemnified Party determines with 

advice of counsel that there may be one or more legal defenses available to it that are different 

from or additional to those available to the other party or that a conflict of interest between such 

parties may exist in respect of such action; and (iii) any matter that raises or implicates any issue 

relating to any power, right or obligation of the Transferor or the FDIC under any Law. In 

addition to the foregoing, if the Company elects not to assume the compromise or defense of any 

Third Party Claim, fails to timely and properly notify the Indemnified Party of its election as 

herein provided, or, at any time after assuming such defense, fails to diligently defend against 

such Third Party Claim in good faith, the Indemnified Party may pay, settle, compromise or 

defend against such Third Party Claim (but the Company shall nevertheless be required to pay all 

Losses incurred by the Indemnified Party m connection with such payment, settlement, 

45 

CREIADC 2012-1 Structured Transaction 


Asset Contribution and Sale Agreement 


Version 3 .1.1 


14132838.5 
compromise or defense). In connection with any defense of a Third Party Claim (whether by the 

Company or the Indemnified Party), all of the parties hereto shall, and shall cause their 

respective Affiliates to, cooperate in the defense or prosecution thereof and to in good faith retain 

and furnish such records, information and testimony, and attend such conferences, discovery 

proceedings, hearings, trials and appeals, as may be reasonably requested by a party hereto in 

cmmection therewith. 

(e) To the extent that an Indemnified Party is entitled to indemnification both 

under this Section 8.13 and under Section 4.6 of the LLC Operating Agreement, (i) such 

Indemnified Party in its discretion may proceed under either or both of such provisions, (ii) to 

the extent that such Indemnified Party proceeds under this Section 8.13 (whether solely or in 

addition to proceeding under Section 4.6 of the LLC Operating Agreement), as between the 

Company and the Private Owner (and solely as between the Company and the Private Owner), 

the Private Owner shall be liable for any amount for which the Company may be liable to such 

Indemnified Party pursuant to this Section 8.13 with respect to such indemnification claim, (iii) 

to the extent that such Indemnified Party proceeds under both this Section 8.13 and Section 4.6 

of the LLC Operating Agreement, Sections 4.6(c) and@ ofthe LLC Operating Agreement shall 

apply, and Sections 8.13(c) and@ shall not apply, to such indemnification claim, and (iv) to the 

extent that such Indemnified Party proceeds solely under this Section 8.13, the Private Owner 

shall have the right (subject to Section 8.13(d)) to exercise the rights of the Company pursuant to 

Section 8.13(c) with respect to such indemnification claim (in which event the Private Owner 

shall be obligated to perform all the obligations ofthe Company pursuant to Section 8.13(c) with 

respect to such indemnification claim). 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

46 

CREJADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

as ofthe day and year first above written. 

TRANSFEROR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN) 

Attorney-in-Fact 

COMPANY: 

CRE/ADC VENTURE 2012-1, LLC 

By: Federal Deposit Insurance Corporation in its 

capacity as Receiver (as defined in the Agreement 

ofD efinitions referred to herein), as Sole Member 

and Manager 

Title: Attorney-in-Fact 

[Signature Page to Asset Contribution and Sale Agre~t] 

CREIADC 2012·1 SuuctUred Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
ATTACHMENT A 


to 


Asset Contribution and Sale Agreement 


ASSET SCHEDULE 


[See Attached] 


A-1 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
ATTACHMENT B 


to 


Asset Contribution and Sale Agreement 


PRIVATE OWNER INTEREST ASSET VALUE SCHEDULE 


[See Attached] 

B-1 

CREJADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
ATTACHMENT C 


to 


Asset Contribution and Sale Agreement 


OWNERSHIP ENTITY AND RECEIVER ACQUIRED PROPERTY SCHEDULE 


NONE 

C-1 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
ATTACHMENT D 


to 


Asset Contribution and Sale Agreement 


(For use with Assets in Bankruptcy) 


(Note to Preparer: When preparing the actual Affidavit and Assignment, delete this instruction 

and the reference to Attachment D above.) 

State of ________ § 

§ 

County of _______ § 

AFFIDAVIT AND ASSIGNMENT OF CLAIM 

The undersigned, being first duly sworn, deposes and states as follows: 

Federal Deposit Insurance Corporation in its capacity as Receiver for 

_________ ("Assignor"), acting by and through its duly authorized officers and 

agents, for good and valuable consideration, the receipt and sufficiency of which are hereby 

acknowledged does hereby sell, transfer, assign and set over to CRE/ADC Venture 2012-1, LLC 

("Assignee") of [Address], and its successors and assigns, all of the Assignor's interest in any 

claim in the bankruptcy case commenced by or against {insert Obligor's name}("Obligor") in the 

{insert appropriate U S. Bankruptcy Court, including the district of the court, such as for the 

Western District of Texas, being designated as Case Number {insert docket number assigned 

case} ("Bankruptcy Claim"), or such part of said Claim as is based on the promissory note of 

{insert the names ofthe makers ofthe note exactly as they appear on the note}, dated {insert the 

date the note was made}, and made payable to {insert the name ofthe payee on the note exactly 

as it appears on the note}; provided, however, that this assignment is made pursuant to the terms 

and conditions as set forth in that certain Asset Contribution and Sale Agreement between the 

Assignor, the Assignee and others dated December 11, 2012 (the "Agreement"). 

For purposes of Rule 3001 of the Federal Rules of Bankruptcy Procedure ("Bankruptcy 

Rule 3001"), this assignment and affidavit represent the unconditional transfer of the Bankruptcy 

Claim or such part of the Claim as is based on the promissory note or notes above and shall 

constitute the statement of the transferor acknowledging the transfer and stating the consideration 

therefore as required by Bankruptcy Rule 3001. 

This transfer was not for the purpose of the enhancement of any claim in a pending 

bankruptcy. The transfer of the debt was pursuant to the Agreement, through which numerous 

debts were sold; no specific amount of the total consideration was assigned to the debt that forms 

the basis of claim. 

D-1 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
- ----

This assignment also shall evidence the unconditional transfer of the Assignor's interest 

in any security held for the claim. 

IN WITNESS WHEREOF, the Assignor has caused this Affidavit and Assignment of 

Claim to be executed this day of , . 

ACKNOWLEDGMENT 

STATE OF ________ 

COUNTY OF _______ 

FEDERAL DEPOSIT INSURANCE 


CORPORATION IN ITS CAP A CITY AS 


RECEIVER FOR [ [insert name of 


appropriate Failed Bank], [CITY], [STATE] 


By: 


Name: -------------------------------­
 Title: 


§ 

§ 

§ 

Before me, the undersigned authority, a Notary Public in and for the county and state 

aforesaid, on this day personally appeared , known to me 

to be the person whose name is subscribed to the foregoing instrument, as Attorney-in-Fact of 

the Federal Deposit Insurance Corporation in its capacity as Receiver for [ [insert 

name of appropriate Failed Bank], [CITY], [STATE], acting in the capacity stated above, and 

acknowledged to me that s/he executed the same as the act of the Federal Deposit Insurance 

Corporation in its capacity as Receiver for [insert name of appropriate Failed 

Bank], [CITY], [STATE], for the purposes and consideration therein expressed, and in the 

capacity therein stated. 

Given under my hand and seal of office on this the_ day of__, __. 

Notary Public 


[SEAL] My Commission expires: ___________ 


D-2 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
-------------------------------

ATTACHMENT E 


to 


Asset Contribution and Sale Agreement 


(Note to Preparer: When preparing an actual Allonge, delete this instruction and the reference 

to Attachment E above.) 

ALLONGE 

THIS ALLONGE IS TO BE ATTACHED TO AND MADE AN INTEGRAL PART of 

the following instrument: 

Note [Insert proper name ofNote] 


Dated: [Insert Date of Execution ofNote] 


Payable by [Insert Name of Borrower], a ______ 


[Insert State ofFormation] [Kind of Entity] [Ifknown] 


Payable to the Order of: [Insert name of Original Payee] 


Original Principal Amount: Dollars [Insert Original Principal 


Amount in words] [Insert amount in numerals.] 


PAY TO THE ORDER OF CRE/ADC VENTURE 2012-1, LLC, A DELAWARE 


LIMITED LIABILITY COMPANY, WITHOUT RECOURSE AND WITHOUT 


REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR BY OPERATION 


OF LAW, OF ANY KIND OR NATURE WHATSOEVER. 


FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR [insert name of 

appropriate Failed Bank], [CITY], [STATE] 

By: ------------------­

Name: 

Title: 

Dated as of [Insert Date] 

E-1 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
--------------

-------------

ATTACHMENT F 


to 


Asset Contribution and Sale Agreement 


(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference 

to Attachment F above.) 

STATE OF ___________ § 

§ 

COUNTY OF ______ § 

ASSIGNMENT AND LOST INSTRUMENT AFFIDAVIT 

Before me, the undersigned authority, personally appeared 

who upon being duly cautioned and sworn, deposes and says, to the best of his/her knowledge, as 

follows: 

1. That s/he is the for the Federal Deposit Insurance Corporation in 

its capacity as Receiver for [ [insert name of appropriate Failed Bank], [CITY], 

[STATE], whose address is [550 17th Street NW, Washington, D.C. 20429-0002] [1601 Bryan 

Street, Dallas, Texas 75201] (the "Transferor"). 

2. That at the time of the preparation of transfer to CRE/ADC Venture 2012-1, LLC 

(the "Company"), the Transferor was the owner of that certain loan, obligation or interest in a 

loan or obligation evidenced by a promissory note, evidencing an indebtedness or evidencing 

rights in an indebtedness (the "Instrument"), as follows: 

Loan Number:-------------­

Name ofMaker: 

Original Principal Balance: __________ 

Date of Instrument: 

3. That the original Instrument has been lost or misplaced. The Instrument was not 

where it was assumed to be, and a search to locate the Instrument was undertaken, without 

results. Prior to the transfer to the Company the Instrument had not been assigned, transferred, 

pledged or hypothecated. 

4. That if the Transferor subsequently locates the Instrument, the Transferor shall 

use reasonable efforts to provide written notice to the Company and deliver and endorse the 

Instrument to the Company in accordance with written instructions received from the Company 

(or such other party designated in writing by the Company). 

F-1 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 
5. That the purpose of this affidavit is to establish such facts. This affidavit shall not 

confer any rights or benefits, causes or claims, representations or warranties (including, without 

limitation, regarding ownership or title to the Instrument or the obligations evidenced thereby) 

upon the Company, its successors or assigns. All such rights, benefits, causes or claims, 

representations and warranties (if any) shall be as set forth in the Asset Contribution and Sale 

Agreement between the Company and the Transferor dated as of December 11, 2012 (the 

"Contribution Agreement"). 

6. That pursuant to the terms and conditions of the Contribution Agreement, the 

Instrument (including, without limitation, any and all rights the Transferor might have to enforce 

payment and performance of the Instrument, including any such rights under Section 3-309 or 3­

804, as applicable, of the Uniform Commercial Code) is hereby assigned effective as of the date 

hereof, without recourse, representation or warranty, to the Company. A copy of the Instrument 

is attached to this affidavit, if available. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAP A CITY AS 

RECEIVER FOR [ [insert name of 

appropriate Failed Bank], [CITY], [STATE] 

By: 

Name: 

Title: 

Signed and sworn to before me this __day of _______, 20 __ 

Notary Public 


[SEAL] My Commission expires: __________ 


F-2 


CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 
------------------

ATTACHMENT G-1 


to 


Asset Contribution and Sale Agreement 


Upon recordation, return to: 

[Insert name and address of Person to whom recorded original Assignment is to be returned. 

Note to preparer, delete this instruction and the reference to Attachment G-1 above upon 

completion ofdocumentation and prior to submission for execution.] 

Name: 

Address: 

Tax Map No. or Tax Parcel Identification No.: 


[Insert iflocal recording office requires.] [Note to preparer, delete the instruction upon 


completion ofdocumentation and prior to submission (or execution.! 


ASSIGNMENT OF REAL ESTATE MORTGAGE 

(Book __, Page_) 

On [insert date of failure], [_} [insert name of appropriate Failed Bank], [CITY], [STATE] 

(the "Failed Bank"), was closed by its supervising institution, and the Federal Deposit Insurance 

Corporation (acting in any capacity, the "FDIC") was appointed as Receiver. 

THE FDIC, AS RECEIVER FOR THE FAILED BANK, at 1601 Bryan Street, Dallas, Texas 

75201 (hereinafter referred to as "Assignor"), for value received, does by these presents, grant, 

bargain, sell, assign, transfer and set over to CRE/ADC Venture 2012-1, LLC, a Delaware 

limited liability company, its successors and assigns, at [ADDRESS], all right, title and interest 

in and to those documents listed immediately below, which relate to the property described on 

the attached Exhibit A: 

Note and Real Estate Mortgage, each dated [Insert Date], executed by [Insert Name of 

Borrower], a [Insert Kind of Entity], each being in the original principal sum of [Write 

out amount] and __/100 Dollars ($[Insert Numerals]) and which Note was made 

payable to [Insert name of original lender] and which Mortgage was recorded on [Insert 

Date], in Book __, Page __ with the [Register of Deeds, [Insert] County, State of 

[Insert]] ("Register's Office"). 

G-1-1 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 
[Insert the following paragraph only if original real estate mortgage was originated by 

and executed in favor of another lender and then transferred to the Failed Bank. Note to 

preparer, delete this instruction upon completion of documentation and prior to 

submission for execution: 

Such Note and Mortgage were assigned by [Name of original lender] to [Insert Name of 

Failed Bank] pursuant to that certain Assignment of Real Estate Mortgage dated [Insert 

Date] and recorded on [Insert Date] in Book __, Page __ in the Register's Office 

("Assignment").] 

[Insert the following paragraph only if the Real Estate Mortgage was modified or 

amended and a document was recorded to reflect the modification and amendment. Note 

to preparer, delete this instruction upon completion of documentation and prior to 

submission for execution: 

Such Note and Real Estate Mortgage were modified pursuant to that certain [Insert 

Correct Name of Document, e.g., Modification and Ratification of Note and Real Estate 

Mortgage Agreement] dated [Insert Date] and recorded on [Insert Date] in Book , 

Page __in the Register's Office ("Modification").] 

TO HAVE AND TO HOLD THE SAME UNTO SAID CRE/ADC VENTURE 2012-1, LLC, 

ITS SUCCESSORS AND ASSIGNS. 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, AND WITHOUT 

REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR BY OPERATION OF 

LAW, OF ANY KIND OR NATURE WHATSOEVER, BY THE FDIC IN ITS CAPACITY AS 

RECEIVER FOR [ ] [insert name of appropriate Failed Bank], [CITY], [STATE], OR 

IN ITS CORPORATE CAPACITY. THE LOAN IS CONVEYED "AS IS" AND "WITH ALL 

FAULTS," WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, 

INCLUDING AS TO COLLECTABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, 

ABILITY OF ANY OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY 

PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, 

EXPRESS, IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE 

FDIC OR ITS OFFICERS EMPLOYEES, AGENTS OR CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

G-1-2 

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Asset Contribution and Sale Agreement 

Version3.l.l 

14132838.5 
-------------------------

----------------------- -----------------------------

------------------------

------------------------

---------------------------------

----------------------------------

IN WITNESS WHEREOF, the Federal Deposit Insurance Corporation in its capacity as Receiver 

for [_] [insert name of appropriate Failed Bank], [CITY], [STATE], has caused this 

instrument to be executed this day of 

day of , 20 __. 

Signed, sealed and delivered 

in the presence of: 

ATTEST: 

Print Name: 

Title: 

Witness #1 

Print Name: 

Witness #2 

Print Name: 

, 20 __, effective as of the ____ 

ASSIGNOR: 

FEDERAL DEPOSIT INSURANCE 


CORPORATION IN ITS CAP A CITY AS 


RECEIVER FOR [ __] [insert name of 


appropriate Failed Bank], [CITY], [STATE] 


By: ______________________________ 


Name: 


Title: 


SEAL 

Note: State law has various execution requirements, including attestations or witnesses or both. 

Preparer delete foregoing note once local requirements are determined. 

G-1-3 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
-------------------

---------------

ACKNOWLEDGMENT 


[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form o(Acknowledgement prior to execution. Use only one o(the two 

acknowledgements: this designation or the CalifOrnia fOrm.] 

STATE OF ) 

) SS: 

COUNTY OF _______ ) 

On this day of , 20 , before me personally appeared 

______________, known to me or proved to me on the basis of satisfactory evidence to be 

the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name ofNotary: __________ 

My commission expires: 

G-1-4 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 
[CALIFORNIA FORM OF ACKNOWLEDGMENT] Note to Preparer, delete the 

designation, CalifOrnia Form o(Acknowledgement prior to execution i(you using this 

acknowledgement. Use only one o(the two acknowledgements: this designation or the Universal 

fOrm.] 

STATE OF CALIFORNIA ) 

) SS: 

COUNTY OF ---------------­ ) 

On before me, (here insert name and title of the officer), personally 

appeared who proved to me on the basis of satisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their 

signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws of the State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature ____________ (Seal) 

G-1-5 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
EXHIBIT A 


(Legal Description) 


G-1-6 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 
---------------

ATTACHMENT G-2 


to 


Asset Contribution and Sale Agreement 


Upon recordation, return to: 

[Insert name and address ofPerson to whom ofrecorded original Assignment is to be returned. 

Note to preparer, delete this instruction and the reference to Attachment G-2 above upon 

completion ofdocumentation and prior to submission for execution.] 

Name:-----­ Address: 

Tax Map No. or Tax Parcel Identification No.: 

[Insert iflocal recording office requires.] [Note to preparer, delete the instruction upon 

completion ofdocumentation and prior to submission {Or execution.Z 

ASSIGNMENT OF REAL ESTATE DEED OF TRUST 

(Book __, Page__) 

On [insert date of failure],[_] [insert name of appropriate Failed Bank], [CITY], [STATE] 

(the "Failed Bank"), was closed by its supervising institution, and the Federal Deposit Insurance 

Corporation (acting in any capacity, the "FDIC") was appointed as Receiver. 

THE FDIC AS RECEIVER FOR , [Insert name of appropriate 

Failed Bank] at [550 17th Street NW, Washington, D.C. 20429-0002] [1601 Bryan Street, 

Dallas, Texas 75201] (hereinafter referred to as "Assignor"), for value received, does by these 

presents, grant, bargain, sell, assign, transfer and set over to CRE/ADC Venture 2012-1, LLC, a 

Delaware limited liability company, its successors and assigns, at [ , all right, title 

and interest in and to those documents listed immediately below, which relate to property 

described on the attached Exhibit A: 

Real Estate Deed of Trust executed by [Insert name of Borrower], a [Insert Kind of 

Entity], organized and existing under the laws of [Insert State], dated [Insert Date of 

Execution], in the original principal sum of [Insert Amount in words] and _/1 00 Dollars 

($[Insert Numbers]) of Deed of Trust in favor of [Name of Trustee], a resident of 

_______ [if more than one Trustee and [Name of Trustee], a 

resident of ,] Trustee [or Trustees] for, and on 

behalf of, [__] [insert name of appropriate Failed Bank] (the "Mortgage"), which 

Mortgage was recorded on [Insert Date], in the Clerk's Office [of the Circuit Court ofthe 

City of , or of the Court of ] [State] ("Clerk's Office") in Book 

__,Page __. 

G-2-1 

CRE/ADC 2012-1 Structured Transaction 


Asset Contribution and Sale Agreement 


Version3.l.l 


14132838.5 
-- --

[Insert the following paragraph only if original real estate deed of trust was originated by 

and executed in favor of another lender and then transferred to the Failed Bank. Note to 

preparer, delete this instruction upon completion of documentation and prior to 

submission for execution: 

Such Mortgage was assigned by [original lender] to [Insert Name of Failed Bank] 

pursuant to that certain Assignment of Real Estate Deed of Trust dated [Insert Date] 

("Assignment"), which Assignment was recorded on [Insert Date] in the Clerk's Office in 

Book , Page .] 

[Insert the following paragraph only if the Real Estate Deed of Trust was modified or 

amended and a document was recorded to reflect the modification and amendment. Note 

to preparer, delete this instruction upon completion of documentation and prior to 

submission for execution: 

The Mortgage was modified by that certain [Insert Correct Name of Document, e.g., 

Modification and Ratification of Note and Real Estate Deed of Trust] dated 

("Modification"), which Modification was recorded on 

_______ in the Clerk's Office in Book_______/ Page __.] 

TO HAVE AND TO HOLD THE SAME UNTO SAID CRE/ADC VENTURE 2012-1, LLC, 

ITS SUCCESSORS AND ASSIGNS. 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, AND WITHOUT 

REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR BY OPERATION OF 

LAW, OF ANY KIND OR NATURE WHATSOEVER, BY THE FDIC IN ITS CAPACITY AS 

RECEIVER FOR [_] [insert name of appropriate Failed Bank], [CITY], [STATE], OR IN 

ITS CORPORATE CAPACITY. THE LOAN, AS ASSIGNED AND MODIFIED, IS 

CONVEYED "AS IS" AND "WITH ALL FAULTS," WITHOUT ANY REPRESENTATION 

OR WARRANTY WHATSOEVER, INCLUDING AS TO COLLECTABILITY, 

ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY OBLIGOR TO 

REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS, IMPLIED OR BY 

OPERATION OF LAW, BY ANY PERSON, INCLUDING THE FDIC OR ITS OFFICERS, 

EMPLOYEES, AGENTS OR CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

G-2-2 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
------------------------

--------------------

-------------------------

IN WITNESS WHEREOF, FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS 

CAPACITY AS RECEIVER FOR [_] [insert name of appropriate Failed Bank], [CITY], 

[STATE], has caused this instrument to be executed this day of , 20 __, to 

be effective as ofthe __day of , 20 __ 

Signed, sealed and delivered 


in the presence of: 


ATTEST: ____________________ 


Print Name: 


Title:______________ 


Witness #1 


Print Name: __________________ 


Witness #2 

Print Name: 

ASSIGNOR: 


FEDERAL DEPOSIT INSURANCE 


CORPORATION IN ITS CAP A CITY AS 


RECEIVER FOR[__] [insert name of 


appropriate Failed Bank], [CITY], [STATE] 


By: _____________________________ 


Name: 


Title:______________________ 


SEAL 

Note: State law has various execution requirements, including attestations or witnesses or both. 

Prepare delete foregoing note once local requirements are determined. 

G-2-3 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 
------------------

--------------

ACKNOWLEDGMENT 


[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form ofAcknowledgement prior to execution. Use only one o(the two 

acknowledgements: this designation or the CalifOrnia fOrm.] 

STATE OF ------------------­ ) 

) SS: 

COUNTY OF ----------------­ ) 

On this day of 20~ before me personally appeared 

, known to me or proved to me on the basis of satisfactory evidence to be 

the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name ofNotary:______________ 

My commission expires: 

G-2-4 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
[CALIFORNIA FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form o(Acknowledgement prior to execution. Use only one o(the two 

acknowledgements: this designation or the Universal fOrm.] 

STATE OF CALIFORNIA ) 

) SS: 

COUNTY OF _______ ) 

On before me, (here insert name and title of the officer), personally 

appeared who proved to me on the basis of satisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their 

signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws of the State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature ____________ (Seal) 

G-2-5 

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Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
EXHIBIT A 


(Legal Description) 


G-2-6 

CRE/ ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
ATTACHMENT H 


to 


Asset Contribution and Sale Agreement 


Upon recordation, return to: 


[Insert name and address of Person to whom recorded original Assignment is to be returned. 


Note to preparer, delete this instruction and the reference with Attachment H above upon 

completion ofdocumentation and prior to submission for execution.] 

Name: 


Address:_____ 


Tax Map No. or Tax Parcel Identification No.: 


[Insert iflocal recording office requires.] [Note to preparer, delete the instruction upon 


completion ofdocumentation and prior to submission {Or execution.! 


ASSIGNMENT OF ASSIGNMENT OF LEASES AND RENTS 


AND OTHER LOAN DOCUMENTS 


[Note to Preparer, insert correct name ofinstrument here and in body ofAssignment below. 

Delete this instruction prior to execution.] 

On [insert date of failure], [__] [Insert name of appropriate Failed Bank], [CITY], [STATE] 

(the "Failed Bank"), was closed by its supervising institution, and the Federal Deposit Insurance 

Corporation (acting in any capacity, the "FDIC") was appointed as Receiver. 

THE FDIC, AS RECEIVER FOR , [Insert name of appropriate Failed 

Bank] at [550 17th Street NW, Washington, D.C. 20429-0002] [1601 Bryan Street, Dallas, Texas 

75201] (hereinafter referred to as "Assignor''), for value received, does by these presents, grant, 

bargain, sell, assign, transfer and set over to CRE/ADC Venture 2012-1, LLC, a Delaware 

limited liability company, its successors and assigns, at [ , all right, title and interest 

in and to those documents listed immediately below, which relate to property described on the 

attached Exhibit A: 

1. Assignment of Leases and Rents, dated [Insert Date] ("Assignment of Leases"), 

made by [Insert Name of Borrower], a [Insert Kind of Entityl, in favor of [Insert name of 

original lender] and which Assignment of Leases was recorded on [Insert Date], in Book 

__, Page __ with [the Register of Deeds, [Insert] County, State of [Insert] 

("Register's Office") as Document No. ;] and 

[2.] [Insert similar description, with recording information, for each additional 

recorded Asset Document, with definition][ note to preparer, delete the instruction upon 

completion o(documentation and prior to submission {Or execution.]; and 

H-1 

CREIADC 2012-1 Structured Transaction 


Asset Contribution and Sale Agreement 


Version 3.1.1 


14132838.5 
[3.] Any notes and or other agreements evidencing the indebtedness and/or the 

obligations secured by the Assignment of Leases and the other recorded loan documents 

identified in Paragraph 2 through_ above; and 

[ 4.] Any and all other documents and instruments evidencing, securing and or relating 

to the indebtedness and or obligations secured by the Assignment of Leases and the other 

recorded loan documents identified in Paragraph 2 through_ above. 

[Insert the following paragraph only if original assignment of leases and rents was 

originated by and executed in favor of another lender and then transferred to the Failed 

Bank. Note to preparer, delete this instruction upon completion of documentation and 

prior to submission for execution: 

The Assignment of Leases was assigned by [Name of original lender] to [Insert Name of 

Failed Bank] pursuant to that certain Assignment of Assignment of Leases and Rents 

dated [Insert Date] and recorded on [Insert Date] in Book __, Page __ in the 

Register's Office as Document No. _______. 

[Insert the following paragraph only if the original Assignment of Leases and Rents 

Mortgage was modified or amended and a document was recorded to reflect the 

modification and amendment. Note to preparer, delete this instruction upon completion 

ofdocumentation and prior to submission for execution: 

The Assignment of Leases and Rents was modified pursuant to that certain [Modification 

of Assignment of Leases] [Insert Correct Name of Document] dated [Insert Date] and 

recorded on [Insert Date] in Book __, Page m the Register's Office as 

Document No. ("Modification").] 

[Insert similar additional paragraphs for each additional recorded loan document as necessary. 

Note to preparer, delete this instruction upon completion of documentation and prior to 

submission for execution.] 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, AND WITHOUT 

REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR BY OPERATION OF 

LAW, OF ANY KIND OR NATURE WHATSOEVER, BY THE FDIC IN ITS CAPACITY AS 

RECEIVER FOR [_j [insert name of appropriate Failed Bank], [CITY], [STATE], OR IN 

ITS CORPORATE CAPACITY. THE LOAN IS CONVEYED "AS IS" AND "WITH ALL 

FAULTS," WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, 

INCLUDING AS TO COLLECTABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, 

ABILITY OF ANY OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY 

PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, 

EXPRESS, IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE 

FDIC OR ITS OFFICERS EMPLOYEES, AGENTS OR CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

H-2 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
------------------------ ------------------------------

------------------------

-------------------------------

IN WITNESS WHEREOF, FEDERAL DEPOSIT INSURANCE CORPORATION IN 

ITS CAPACITY AS RECEIVER FOR [_] [insert name of appropriate Failed Bank], [CITY], 

[STATE], has caused this instrument to be executed this day of , 20__, 

effective as of the day of , 20__. 

Signed, sealed and delivered 


in the presence of: 


ATTEST: _____________________ 


Print Name: 


Title: 


Witness #1 

Print Name: 

Witness #2 


Print N arne: _____________________ 


ASSIGNOR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR [_j [insert name of 

appropriate Failed Bank], [CITY], [STATE] 

By: _______________________________ 

Name: 


Title:__________________________ 


SEAL 

Note: State law has various execution requirements, including attestations or witnesses or both. 

Preparer delete foregoing note once local requirements are determined. 

H-3 

CRE/ ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
ACKNOWLEDGMENT 


[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form o(Acknowledgement prior to execution. Use only one o(the two 

acknmvledgements: this designation or the California form. ] 

STATE OF _______________ 

COUNTY OF _____________ 

) 

) 

) 

SS: 

On this day of 20___, before me personally appeared 

_________, known to me or proved to me on the basis of satisfactory evidence to be 

the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name ofNotary: ___________ 

My commission expires: ________ 

H-4 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
[CALIFORNIA FORM OF ACKNOWLEDGMENT] Note to Preparer, delete the 

designation, California Form ofAcknowledgement prior to execution i(you using this 

acknowledgement. Use only one o(the two acknowledgements: this designation or the Universal 

fOrm.] 

STATE OF CALIFORNIA ) 

) SS: 

COUNTY OF ---------------­ ) 

On before me, (here insert name and title of the officer), personally 

appeared who proved to me on the basis of satisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their 

signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws of the State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature ______________ (Seal) 

H-5 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
EXHIBIT A 


(Legal Description) 


H-6 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
ATTACHMENT I 


to 


Asset Contribution and Sale Agreement 


(Note to Preparer: When preparing the actual Assignment and Acceptance ofLimited Liability 

Company Interest, delete this instruction and the reference to Attachment I above.) 

ASSIGNMENT AND ACCEPTANCE OF LIMITED LIABILITY COMPANY INTEREST 

FOR VALUE RECEIVED, pursuant to the terms and conditions set forth in that certain 

Asset Contribution and Sale Agreement, dated as of December 11, 2012 between THE 

FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR [ [insert name of appropriate Failed Bank], [CITY], [STATE], 

at [550 17th Street NW, Washington, D.C. 20429-0002] [1601 Bryan Street, Dallas, Texas 

75201] ("Assignor"), CRE/ADC Venture 2012-1, LLC, a Delaware limited liability company, 

its successors and assigns, at [ADDRESS] ("Assignee"), and others, Assignor, being the sole 

member of [Insert Name of Subsidiary Entity], a [Insert State of Formation] limited liability 

company (the "Limited Liability Company"), by these presents grants, bargains, sells, assigns, 

transfers and sets over to Assignee all right, title and interest in and to Assignor's entire interest 

in the Limited Liability Company (the "Limited Liability Company Interest"), which Limited 

Liability Company Interest includes, without limitation, Assignor's capital and profits interest, 

capital account balance, distributions and liquidation rights and voting and any management 

rights and powers in the Limited Liability Company. 

Assignee accepts the Limited Liability Company Interest, assumes all covenants, 

conditions, obligations, liabilities and responsibilities required to be kept, performed and fulfilled 

by Assignor with respect to the Limited Liability Company Interest and agrees to be bound by all 

the terms and conditions of the [Operating Agreement/Limited Liability Company Agreement] 

{Note to preparer, delete "Operating Agreement" or "Limited Liability Company Agreement" 

as appropriate} of the Limited Liability Company (the "Operating Agreement"), a copy of 

which Operating Agreement is attached to this Assignment and Acceptance of Limited Liability 

Company Interest as Exhibit A and made a part of this Assignment and Acceptance of Limited 

Liability Company Interest by reference. 

This Assignment and Acceptance of Limited Liability Company Interest IS made, 

delivered and effective as of the date first noted above. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

I-1 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and 

Acceptance of Limited Liability Company Interest to be executed and delivered as of the __ 

day of , 201_. 

ASSIGNOR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR [insert name of 

appropriate Failed Bank], [CITY], [STATE] 

Name: 

Title: 

ASSIGNEE: 

CRE/ADC Venture 2012-1, LLC, a Delaware 

limited liability company 

By: 	 2012 CRE ADC-1, LLC 

By: 	 ColFin 2012 CRE ADC Funding, 

LLC 

By: _____________________ 


Name: 


Title: 


I-2 


CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 
[[Insert the following consent for [ , [______. and [ to 

address Operating Agreement prohibitions against transfer.] {Note to preparer, delete 

this instruction upon completion of documentation and prior to submission for 

execution.} 

Acknowledged, consented to, approved and agreed to by the Company as of the __ 

day of , 20 1_, which confirms that Assignee, pursuant to the attached Assignment 

and Acceptance of Limited Liability Company Interest, has become and at all times hereafter 

will be the substitute member of the Company, with all right, title and interest in the Company 

provided in the Operating Agreement and any and all rights and limitations of Assignor pursuant 

to the Operating Agreement. 

CRE/ADC VENTURE 2012-1, LLC 

By: 	 FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as 

Receiver for [ [insert name of 

appropriate Failed Bank], as Sole 

Member 

By: __________________________ 


Name: 


Title: 


1-3 


CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 
Exhibit A 


Copy of Operating Agreement 


[Attached] 

1-4 

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Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 
-------

ATTACHMENT J-1 


to 


Asset Contribution and Sale Agreement 


[Note to preparer: The below form ofReceiver's Deed must in each instance be conformed to the 

laws ofthe state wherein the applicable Receiver Acquired Property is located, including, without 

limitation, those necessary to cause it to be recorded in the county in which such Receiver Acquired 

Property is located. No other changes are to be made thereto, except that this "Note" and the 

bracketed instructions in bold in the text ofthe Receiver's Deed (including Exhibit B thereto) must 

be deleted from the form of the completed Receiver's Deed. Delete this instruction prior to 

execution.] 

Recording requested by Asset No. 

and when recorded return to: 

(Space above this line reserved for Recorder ofDeeds) 

SPECIAL WARRANTY DEED 

STATE OF ______ § 

§ 

COUNTY OF ------­ § 

RECITALS 

WHEREAS, _____________________________________ 

[insert name of Failed Bank out of which the Receiver obtained the Property, including 

City and State where main branch was located] (the "Failed Bank"), acquired the Property by 

that certain [insert the style of the deed into the failed 

institution, e.g., General or Special Warranty Deed, Deed in Lieu of Foreclosure, or simply 

Deed] dated , and recorded in Volume , Page of the 

records of County, , on ; and 

WHEREAS, the Failed Bank was closed by 

[insert the name of the federal or state 

regulator that closed the Failed Bank - this information MUST be accurate and may be 

obtained from the FDIC representative working on this transaction or the FDIC Legal 

Division] on , and the Federal Deposit Insurance Corporation (in any 

J-1-1 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
----------------------

capacity, the "FDIC") was appointed as receiver for the Failed Bank (in such capacity, the 

"Receiver"); and 

WHEREAS, as a matter of federal law, 12 U.S.C. § 1821(d)(2)(A)(i), the Receiver 

succeeded to all of the right, title, and interest of the Failed Bank in and to, among other things, the 

Property. 

NOW, THEREFORE, the Receiver (hereinafter, "Grantor"), whose address is [550 17th 

Street NW, Washington, D.C. 20429-0002] [1601 Bryan Street, Dallas, Texas 75201], for and in 

consideration of the sum ofTEN AND N0/100 DOLLARS ($10.00) and other good and valuable 

consideration to said Grantor paid by Grantee named herein, the receipt of which is hereby 

acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT, 

SELL and CONVEY unto 

--------------------[if a legal entity, include type and state 

in which formed] ("Grantee"), whose mailing address is 

--------------' that certain real property situated in County, 

_________, described on Exhibit A attached hereto and made a part hereof for all 

purposes, together with any and all improvements thereto and all and singular the rights and 

appurtenances pertaining thereto, including, but not limited to, any right, title and interest of Grantor 

in and to adjacent streets, alleys or rights-of-way (collectively, the "Property''), subject however to 

all standby fees, real estate taxes, and assessments on or against the Property for the current year and 

subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a 

change in usage or ownership, or both, of the Property, as well as zoning, building, and other laws, 

regulations, and ordinances of municipal and other governmental authorities, if any, affecting the 

Property, and all matters set forth on Exhibit B attached hereto and made a part hereof for all 

purposes (all of the foregoing being collectively referred to as the "Permitted Exceptions"); 

TO HAVE AND TO HOLD the Property, together with all and singular the rights and 

appurtenances thereto in any wise belonging to Grantor, unto Grantee, its legal representatives, 

successors and assigns forever, and Grantor does hereby bind itself, its successors and assigns, to 

WARRANT SPECIALLY AND FOREVER DEFEND all and singular the Property unto Grantee, 

its legal representatives, successors and assigns, against every person whomsoever lawfully 

claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, 

subject, however, to the Permitted Exceptions. 

Grantee, by its execution and acceptance of delivery of this Special Warranty Deed, assumes 

and agrees to perform any and all obligations of Grantor or the Failed Bank under the Permitted 

Exceptions. 

FURTHER, GRANTEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY 

OF THIS SPECIAL WARRANTY DEED, ACKNOWLEDGES AND AGREES THAT (i) 

EXCEPT FOR THE SPECIAL (OR LIMITED) WARRANTY OF TITLE CONTAINED 

HEREIN, GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY 

NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, 

COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER 

J-1-2 

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Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, 

PRESENT, OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO (A) THE 

VALUE, NATURE, QUALITY, OR CONDITION OF THE PROPERTY, INCLUDING, 

WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, (B) ANY INCOME TO BE 

DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY 

AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT OR HOPE TO 

CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS 

OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY 

APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, 

MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR FITNESS FOR A 

PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF, (F) THE 

MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, 

INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF 

REPAIR, OR LACK OF REPAIR OF THE PROPERTY OR ANY PART THEREOF OR ANY 

IMPROVEMENTS THERETO, (H) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, 

OR PHYSICAL CONDITION OF ANY UTILITIES SERVING THE PROPERTY, OR (I) ANY 

OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT 

GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY 

REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL 

PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, 

OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, THE DISPOSAL OR 

EXISTENCE, IN OR ON THE PROPERTY OR ANY PART THEREOF, OF ANY 

HAZARDOUS MATERIALS; (ii) GRANTEE HAS FULLY INSPECTED THE PROPERTY 

AND THAT THE CONVEYANCE HEREUNDER OF THE PROPERTY IS "AS IS" AND 

"WITH ALL FAULTS," AND GRANTOR HAS NO OBLIGATION TO ALTER, REPAIR, OR 

IMPROVE THE PROPERTY OR ANY PART THEREOF OR ANY IMPROVEMENTS 

THERETO; AND (iii) NO WARRANTY HAS ARISEN THROUGH TRADE, CUSTOM, OR 

COURSE OF DEALING WITH GRANTOR, AND ALL STATUTORY, COMMON LAW, 

AND CUSTOMARY COVENANTS AND WARRANTIES, IF ANY, OF WHATEVER KIND, 

CHARACTER, NATURE, PURPOSE, OR EFFECT, WHETHER EXPRESS OR IMPLIED OR 

ARISING BY OPERATION OF LAW, ARE HEREBY EXPRESSLY, UNCONDITIONALLY, 

AND IRREVOCABLY WAIVED, DISCLAIMED, AND EXCLUDED FROM THIS SPECIAL 

WARRANTY DEED, NOTWITHSTANDING ANY CUSTOM OR PRACTICE TO THE 

CONTRARY, OR ANY STATUTORY, COMMON LAW, DECISIONAL, HISTORICAL, OR 

CUSTOMARY MEANING, IMPLICATION, SIGNIFICANCE, EFFECT, OR USE OF 

CONTRARY IMPORT OF ANY WORD, TERM, PHRASE OR PROVISION HEREIN. 

Further, by its acceptance of delivery of this Special Warranty Deed, Grantee or anyone 

claiming by, through, or under Grantee, hereby fully releases Grantor, the Failed Bank, and the 

FDIC in any and all of its various other capacities, and their respective employees, officers, 

directors, representatives, and agents from any and all claims, costs, losses, liabilities, damages, 

expenses, demands, actions, or causes of action that it or they may now have or hereafter acquire, 

whether direct or indirect, known or unknown, suspected or unsuspected, liquidated or 

contingent, arising from or related to the Property in any manner whatsoever. This covenant 

releasing Grantor, the Failed Bank, and the FDIC in any and all of its various other capacities 

J-1-3 

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Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
shall be a covenant running with the Property and shall be binding upon Grantee, its successors, 

and assigns. 

The fact that certain encumbrances, limitations, or other matters or conditions may be 

mentioned, disclaimed, or excepted in any way herein, whether specifically or generally, shall 

not be a covenant, representation, or warranty of Grantor as to any encumbrances, limitations, or 

any other matters or conditions not mentioned, disclaimed, or excepted. Notwithstanding 

anything herein to the contrary, however, nothing herein shall be construed or deemed as an 

admission by Grantor or Grantee to any third party of the existence, validity, enforceability, 

scope, or location of any encumbrances, limitations, or other matters or conditions mentioned, 

disclaimed, or excepted in any way herein, and nothing shall be construed or deemed as a waiver 

by Grantor or Grantee of its respective rights, if any, but without obligation, to challenge or 

enforce the existence, validity, enforceability, scope, or location of same against third parties. 

By its execution and acceptance of delivery of this Special Warranty Deed, Grantee 

hereby assumes the payment of all ad valorem taxes, standby fees, and general and special 

assessments of whatever kind and character affecting the Property which are due, or which may 

become due, for the current tax year or assessment period and for any tax year or assessment 

period subsequent to the date of this Special Warranty Deed, including, without limitation, taxes 

or assessments for prior years becoming due by reason of a change in usage or ownership, or 

both, of the Property or any portion thereof. 

J-1-4 

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Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
-------------------------

----------------------------

----------------------------------

------------------------

----------------------------

IN WITNESS WHEREOF, this Special Warranty Deed is executed on this __ day of 

GRANTOR: 


FEDERAL DEPOSIT INSURP-~NCE 

CORPORATION IN ITS CAP A CITY AS 


RECEIVER FOR[_____, 


[insert name of appropriate Failed Bank], 


[CITY], [STATE] 


By: ________________________ 


Name: 


Title: 


GRANTEE: 

[print name of legal entity, including type of 

--------------------------entity and state in which it was formed] 

By: ___________________________ 


Name: 


Title: 


J-1-5 

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Version 3.1.1 

14132838.5 
----------------

---------

--------------

-------------------------

ACKNOWLEDGMENTS 


STATE OF § 


§ 

COUNTY OF § 

This instrument was acknowledged before me on the __ day of ________ 

___, by , Attorney in Fact of the Federal Deposit 

Insurance Corporation, as Receiver for , on behalf of 

said entity. 

Notary Public, State of________ 

STATE OF § 


§ 


COUNTY OF ______ § 


This instrument was acknowledged before me on the __ day of ________ 

____,by of___________ 

, on behalf ofsaid entity. 

Notary Public, State 

J-1-6 


CRE/ ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 
EXHIBIT A 


[Legal Description ofthe Property] 

[NOTE TO PREPARER: This legal description should be, except in unique circumstances, the legal 

description ofthe Property as found in the conveyancing instrument into Grantor or into the Failed 

Bank named in the first recital hereinabove. Delete this instruction prior to execution.] 

J-1-7 

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Version 3.1.1 

14132838.5 
---

EXHIBITB 

[Permitted Exceptions] 

[Note to preparer: List hereon (i) the standard printed exceptions contained in Schedule B of the 

Title Policy or as otherwise set forth in said Schedule B, and (ii) all matters or conditions affecting 

title to the Property, including those reflected on the Title Commitment or the Survey. Delete this 

instruction prior to execution.] 

1. Restrictive covenants recorded in Volume , Page , and Volume , Page 

, all in the Records of County, [the 

standard exception as to restrictive covenants should be deleted in its entirety unless recorded 

restrictive covenants are specified, in which event the recording information thereof shall be 

listed under such exception]. 

2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or 

protrusions, or any overlapping ofimprovements. 

3. Any title or rights asserted by anyone, including, but not limited to, persons, the public, 

corporations, governments or other entities, to tidelands, or lands comprising the shores or beds of 

navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or to lands beyond the line of 

the harbor or bulkhead lines as established or changed by any government, or to filled-in lands, or 

artificial islands, or to statutory water rights, including riparian rights, or to the area extending from 

the line of mean low tide to the line of vegetation, or the rights of access to that area or easement 

along and across that area. 

4. Rights oftenants and/or lessees in possession under any recorded and/or unrecorded leases and/or 

rental agreements. 

5. [e.g., Drainage easement as recorded in Volume __...;> Page __ of the Deed and Plat 

Records of County, and as shown on that certain survey 

prepared by surveyed on and 

updated on with certification executed by 

Registered Professional Land Surveyor No.-----'' on _________:} Project No. 

____(herein, the "Survey")]. 

6. [e.g., Consequences, if any, arising from the encroachment of Building- 1 and Building- 3 

over or into the twenty-five foot (25') building setback line pursuant to Zoning B-3, as shown 

on the Survey]. 

7. [CONTINUE NUMBERING AS NEEDED TO LIST ALL ITEMS REQUIRED BY THE 

ABOVE INSTRUCTIONS.] 

J-1-8 

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Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
ATTACHMENT J-2 


to 


Asset Contribution and Sale Agreement 


[Note to preparer: When preparing an actual Omnibus Assignment, delete this instruction and 

the reference to Attachment J-2 above.] 

GENERAL ASSIGNMENT AND ASSUMPTION 

(Omnibus Assignment) 

THIS GENERAL ASSIGNMENT AND ASSUMPTION (this "Assignment") is made 

and entered into as of the day of 201 (the "Effective Date"), by and between the 

FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for [ [insert 

name of appropriate Failed Bank], [insert address of Failed Bank] (herein referred to as 

"Assignor"), whose address is [550 17th Street NW, Washington, D.C. 20429-0002] [1601 Bryan 

Street, Dallas, Texas 75201], the said having been placed in 

receivership on 20_, and , LLC, a 

_______ limited liability company (herein referred to as "Assignee"), whose address and 

principal place ofbusiness is----------------------­

RECITALS: 

A. Contemporaneously with the execution of this Assignment, pursuant to that certain 

Receiver's Deed dated of even date herewith between Assignor and Assignee, Assignor has sold 

and conveyed to Assignee the lands (being real property) located in County, 

______, that are specifically described in the schedule that is marked Exhibit A, and that 

is attached hereto and made a part hereof for all purposes (the "Land"), together with any 

buildings, facilities, structures, improvements, and fixtures that are located thereon or attached or 

affixed thereto (the "Improvements"), and together with any rights and appurtenances thereto, 

and any rights, titles and interests in and to adjacent streets, roads, alleys and rights-of-way (all the 

foregoing, collectively, the "Real Property"). 

B. This Assignment is executed pursuant to that certain Asset Contribution and Sale 

Agreement between Assignor, CRE/ADC Venture 2012-1, LLC, a Delaware limited liability 

company, and others, dated as ofDecember 11, 2012 (the "Contribution Agreement"). As required 

therein, this Assignment is made without recourse, and without representation or warranty, express 

or implied, or by operation of law, of any kind or nature whatsoever by the Federal Deposit 

Insurance Corporation, in any capacity, or the Failed Bank. Terms used herein, which are not 

otherwise defined herein, shall have the same meaning as set forth in the Contribution 

Agreement. 

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AGREEMENT: 


1. Assignment. For Ten and No/100 Dollars in hand paid and other good and valuable 

consideration that Assignee has paid to Assignor, the receipt and sufficiency of which are hereby 

acknowledged, Assignor hereby assigns, transfers and conveys to Assignee WITHOUT 

COVENANT, REPRESENTATION, OR WARRANTY of any kind or nature, express or 

implied, or by operation of law, of any kind or nature whatsoever, all of Assignor's right, title and 

interest in, to and under (a) any Related Agreement pertaining to the Real Property to which 

Assignor is a party or in which Assignor has obtained an interest, (b) any governmental licenses, 

permits and approvals, utility contracts, certificates of occupancy in favor of or owned by 

Assignor, and other rights or franchises relating to the zoning, land use, entitlements, ownership, 

operation, occupancy, development, construction or maintenance of the Real Property running to 

or in favor of Assignor, the Improvements or the Land, but expressly excluding any and all 

deposits (including utility deposits) made by Assignor with Governmental Authorities relating to 

the Improvements or the Land, (c) any existing warranties, guaranties and sureties of 

manufacturers, suppliers and contractors received in connection with the construction of, or 

equipment on, the Real Property or given by other third parties with respect to the Real Property, 

(d) any site plans, surveys, floor plans, architectural plans and specifications and engineering 

plans (whether "as built", conceptual or design) relating to the Real Property, (e) any claims and 

rights of action against third parties with respect to the Real Property, except as provided in 

Section 2.7 of the Contribution Agreement, (f) subject to Section 4.15 of the Contribution 

Agreement, any other intangible property owned by Assignor in connection with the Land and 

Improvements and (g) any furniture, personal property, machinery, appliances, tools, building 

materials, hardware, carpeting, apparatus and equipment owned by Assignor and currently used 

in the operation, repair and maintenance of the Land and Improvements and situated thereon, but 

expressly excluding any of the foregoing and all other personal property owned by tenants ofthe 

Improvements or public or private utilities or contractors working at the Property (all the 

foregoing, collectively, the "Subject Property"). 

2. Assumption. Assignee hereby assumes and agrees to keep, perform and fulfill all 

of the Obligations under or with respect to the Real Property and the Subject Property, including, 

without limitation, all of Assignor's obligations under the Related Agreements, whether arising 

or accruing before, on or after the Effective Date. Assignee hereby agrees to indemnify and 

defend Assignor (and its Affiliates) against, and hold Assignor (and its Affiliates) harmless from, 

any and all claims, demands, causes of action, losses, damages, liabilities and costs, including, 

without limitation, reasonable attorneys' fees, expenses and costs (collectively, "Losses") 

asserted against, imposed upon or incurred by Assignor (or any Affiliate thereof) by reason of or 

arising out of claims of unrelated thirty parties (i.e., parties other than Assignor and its Affiliates) 

relating to or arising out of (a) the ownership, management, leasing, operation, construction, 

maintenance, repair, marketing and/or sale of the Real Property or the Subject Property before, 

on and after the Effective Date, and/or (b) personal injury, death or property damage relating to 

the Real Property or the Subject Property with respect to the period before, on and after the 

Effective Date, except to the extent that such Losses are attributable to the acts or omissions of 

Assignor (and its Affiliates) prior to the Effective Date. 

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3. No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION AND 

ACCEPTANCE OF DELIVERY OF THIS ASSIGNMENT, ACKNOWLEDGES AND AGREES 

THAT: (I) THE SUBJECT PROPERTY IS CONVEYED AND ASSIGNED TO THE 

ASSIGNEE "AS IS" AND "WITH ALL FAULTS," WITHOUT ANY REPRESENTATION, 

WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, 

(A) AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL 

PROPERTY OR THE SUBJECT PROPERTY, OR THE PRESENCE OR ABSENCE OF ANY 

LIENS OR ENCUMBRANCES THEREON, AND ANY COVENANTS OR WARRANTIES 

OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, 

STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) 

AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY 

PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE 

DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER 

EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING 

THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE 

ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, 

AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY 

WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR 

PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE 

SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, 

EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED 

AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE 

PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED 

AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS 

OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER 

DOCUMENTS OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER 

RELATING TO THE REAL PROPERTY OR THE SUBJECT PROPERTY, INCLUDING 

WITHOUT LIMITATION, as to (a) environmental matters relating to the Real Property or the 

Subject Property, including, without limitation, the presence of any Environmental Hazard in, 

on, under and around the Real Property or other properties in the vicinity of the Real Property; 

(b) the presence of mold or other microbial agents in the Subject Property or the Real Property; 

(c) topographical, geological or seismic conditions with respect to the Real Property, including, 

without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, 

and limitations regarding the withdrawal of water therefrom, and faulting; (d) whether or not and 

the extent to which the Real Property or any portion thereof is affected by any stream (surface or 

underground), body of water, flood prone area, flood plain, floodway, or special flood hazard; (e) 

drainage and soil conditions of the Real Property; (f) the existence of or availability of any 

entitlements or development rights with respect to the Real Property; (g) zoning requirements 

(including any special use permits) to which the Real Property may be subject or the status of 

compliance with such requirements; (h) the availability, adequacy, capacity or physical condition 

of any utilities to the Real Property or any portion thereof, including, without limitation, water, 

sewage, gas and electricity; (i) existing or permitted usages of the Real Property or any 

properties adjoining the Real Property; U) access to the Real Property or any portion thereof; 

(k) the value, compliance with specifications, size, location, age, use, merchantability, quality, 

quality of construction or materials, description, state of repair or condition of the Real Property 

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or the Subject Property or any portion thereof, or suitability of the Real Property or the Subject 

Property or any portion thereof for any specific purposes, or fitness for any use or purpose 

whatsoever; (1) the compliance of the Real Property or the Subject Property with applicable 

Laws; (m) enforceability of any contract, lease, ground lease or other Related Agreement 

affecting the Real Property or the Subject Property; (n) the physical condition of the Real 

Property or the Subject Property, including, without limitation, the existence of any latent or 

patent defects; or ( o) the scope or extent of any potential or threatened taking of all or part of the 

Real Property or the Subject Property and the impact thereof on the remainder of the Real 

Property or the Subject Property; (III) ASSIGNEE HAS HAD AMPLE OPPORTUNITY TO 

INSPECT, AND HAS FULLY INSPECTED, THE REAL PROPERTY AND THE SUBJECT 

PROPERTY AND THAT THE CONVEYANCE AND DELIVERY HEREUNDER OF THE 

SUBJECT PROPERTY IS "AS IS" AND "WITH ALL FAULTS", AND ASSIGNOR HAS NO 

OBLIGATION TO ALTER, REPAIR, REMEDIATE OR IMPROVE THE REAL PROPERTY 

OR THE SUBJECT PROPERTY OR ANY PORTION THEREOF; AND (IV) NO WARRANTY 

HAS ARISEN THROUGH TRADE, CUSTOM, OR COURSE OF DEALING WITH 

ASSIGNOR, AND ALL STATUTORY, COMMON LAW, AND CUSTOMARY COVENANTS 

AND WARRANTIES, IF ANY, OF WHATEVER KIND, CHARACTER, NATURE, PURPOSE, 

OR EFFECT, WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW 

OR OTHERWISE, ARE HEREBY EXPRESSLY, UNCONDITIONALLY, AND 

IRREVOCABLY WAIVED, DISCLAIMED, AND EXCLUDED FROM THIS ASSIGNMENT, 

NOTWITHSTANDING ANY CUSTOM OR PRACTICE TO THE CONTRARY, OR ANY 

STATUTORY, COMMON LAW, DECISIONAL, HISTORICAL, OR CUSTOMARY 

MEANING, IMPLICATION, SIGNIFICANCE, EFFECT, OR USE OF CONTRARY IMPORT 

OF ANY WORD, TERM, PHRASE OR PROVISION HEREIN. 

Further, by its execution and acceptance of delivery of this Assignment, Assignee or anyone 

claiming by, through, or under Assignee, hereby fully releases Assignor, its employees, officers, 

directors, representatives, and agents from any and all claims, costs, losses, liabilities, damages, 

expenses, demands, actions, or causes of action that it may now have or hereafter acquire, whether 

direct or indirect, choate or inchoate, known or unknown, suspected or unsuspected, liquidated or 

contingent, arising from or related to this conveyance and/or the Real Property or the Subject 

Property in any manner whatsoever. This covenant releasing Assignor shall be a covenant running 

with the Real Property and shall be binding upon Assignee, its successors and assigns. 

4. Contribution Agreement. To the extent of any conflict between this Assignment 

and the Contribution Agreement, the Contribution Agreement shall control. 

5. Successors and Assigns. This Assignment shall inure to the benefit of, and be 

binding upon, the successors, executors, administrators, legal representatives and assigns of the 

parties hereto. 

6. Counterparts. This Assignment may be executed in any number of counterparts. 

All counterparts together shall constitute an original agreement. 

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Version 3.1.1 

14132838.5 
7. Governing Law. This Assignment shall be construed under and enforced by the 

laws ofthe State of[Insert Property Location]. 


[Signature Page Follows] 


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Version 3.1.1 

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----------------------

--------------------------- --------------------

IN WITNESS WHEREOF, this Assignment is executed by Assignor and Assignee on the 

dates set forth below their respective signatures hereinbelow, but to be effective for all purposes, 

however, as of the date first above written. 

ASSIGNOR: 


FEDERAL DEPOSIT INSURANCE 


CORPORATION IN ITS CAPACITY 


AS RECEIVER FOR [.________, 


[insert name of appropriate Failed Bank], [CITY], [STATE] 


By: 

Name: 

Title: 

Date: --------'201_ 

ASSIGNEE: 

_________________________,LLC, 

a ______limited liability company 

By: 

Name: 

Title: 

Date: ---------' 201_ 

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Asset Contribution and Sale Agreement 

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14132838.5 
EXHIBIT A 


TO GENERAL ASSIGNMENT AND ASSUMPTION 


Description of the Land 


[to be attached] 

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Version 3.1.! 

14132838.5 
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ATTACHMENT J-3 


to 


Asset Contribution and Sale Agreement 


[Note to preparer: The below form of Receiver's Quitclaim Deed must in each instance be 

conformed to the laws of the state wherein the applicable Potentially Defectively Foreclosed 

Receiver Acquired Property is located, including, without limitation, those necessary to cause it to 

be recorded in the county in which such Potentially Defectively Foreclosed Receiver Acquired 

Property is located. No other changes are to be made thereto, except that this "Note" and the 

bracketed instructions in bold in the text of the Receiver's Quitclaim Deed (including Exhibit B 

thereto) must be deleted from the form of the completed Receiver's Quitclaim Deed. Delete this 

instruction prior to execution.] 

Recording requested by Asset No. 

and when recorded return to: 

(Space above this line reserved for Recorder of Deeds) 

QUITCLAIM DEED 

STATE OF ----------­ § 

§ 

COUNTY OF -------­ § 

RECITALS 

WHEREAS, [insert name of Failed Bank out of which Grantor obtained, or may 

have obtained an interest in the Property, including City and State where main branch was 

located] (the "Failed Bank") was closed by 

[insert the name of the federal or state regulator that closed the Failed Bank - this 

information MUST be accurate and may be obtained from the FDIC representative 

working on this transaction or the FDIC Legal Division] on , and the 

Federal Deposit Insurance Corporation (in any capacity, the "FDIC") was appointed as receiver 

for the Failed Bank (in such capacity, the "Receiver"); and 

WHEREAS, the Receiver may have obtained an interest in or to the hereinafter described 

Property, either directly or as a matter of federal law, 12 U.S.C. § 1821(d)(2)(A)(i), as successor in 

interest to the Failed Bank; 

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14132838.5 
NOW, THEREFORE, the Receiver (hereinafter, "Grantor"), whose address is [550 17th 

Street NW, Washington, D.C. 20429-0002] [1601 Bryan Street, Dallas, Texas 75201], for and in 

consideration of the sum of TEN AND N0/1 00 DOLLARS ($1 0.00) and other good and valuable 

consideration to said Grantor paid by Grantee named herein, the receipt of which is hereby 

acknowledged, has remised, released and QUITCLAIMED, and by these presents does remise, 

release, and forever QUITCLAIM unto 

[if a legal entity, 

include type and state in which formed] ("Grantee"), whose mailing address is 

___________________________., all of Grantor's 

right, title and interest, if any, in and to that certain real property situated in ______ 

County, , described on Exhibit A attached hereto and made a part hereof 

for all purposes, together with any improvements thereto and any rights and appurtenances 

pertaining thereto (collectively, the "Property"), subject, without limitation, to all standby fees, 

real estate taxes, and assessments on or against the Property for the current year and subsequent 

years and subsequent taxes and assessments for prior years becoming due by reason of a change in 

usage or ownership, or both, of the Property, as well as zoning, building, and other laws, 

regulations, and ordinances of municipal and other governmental authorities, if any, affecting the 

Property, and all matters set forth on Exhibit B attached hereto and made a part hereof for all 

purposes (all ofthe foregoing being collectively referred to as the "Permitted Exceptions"); 

TO HAVE AND TO HOLD the Property, together with all and singular the rights and 

appurtenances thereto in any wise belonging to Grantor, unto Grantee, its legal representatives, 

successors and assigns forever, subject, without limitation to, to the Permitted Exceptions. 

Neither Grantor nor Grantor's successors or assigns shall have, claim, or demand any right or title 

to the Property or any part thereof. 

Grantee, by its execution and acceptance of delivery of this Quitclaim Deed, assumes and 

agrees to perform any and all obligations of Grantor or the Failed Bank under the Permitted 

Exceptions. 

GRANTEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY OF THIS 

QUITCLAIM DEED, ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT 

MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY 

AND ALL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, 

AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, 

WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY 

WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY STATUTE OR LAW), 

ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING, OR 

WITH RESPECT TO TITLE TO THE PROPERTY. 

FURTHER, GRANTEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY 

OF THIS QUITCLAIM DEED, ACKNOWLEDGES AND AGREES THAT (i) GRANTOR HAS 

NOT MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY 

REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR 

GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR 

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Asset Contribution and Sale Agreement 

Version 3.Ll 

14132838.5 
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING, 

OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY, OR CONDITION OF THE 

PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, 

(B) ANY INCOME TO BE DERNED FROM THE PROPERTY, (C) THE SUITABILITY OF 

THE PROPERTY FOR ANY AND ALL ACTNITIES AND USES WHICH GRANTEE MAY 

CONDUCT OR HOPE TO CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE 

PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR 

REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) 

THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR 

FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF, 

(F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, 

INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF 

REPAIR, OR LACK OF REPAIR OF THE PROPERTY OR ANY PART THEREOF OR ANY 

IMPROVEMENTS THERETO, (H) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, 

OR PHYSICAL CONDITION OF ANY UTILITIES SERVING THE PROPERTY, OR (I) ANY 

OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT 

GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY 

REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL 

PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, 

OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, THE DISPOSAL OR 

EXISTENCE, IN OR ON THE PROPERTY OR ANY PART THEREOF, OF ANY 

HAZARDOUS MATERIALS; (ii) GRANTEE HAS FULLY INSPECTED THE PROPERTY 

AND THAT THE CONVEYANCE HEREUNDER OF THE PROPERTY IS "AS IS" AND 

"WITH ALL FAULTS," AND GRANTOR HAS NO OBLIGATION TO ALTER, REPAIR, OR 

IMPROVE THE PROPERTY OR ANY PART THEREOF OR ANY IMPROVEMENTS 

THERETO; AND (iii) NO WARRANTY HAS ARISEN THROUGH TRADE, CUSTOM, OR 

COURSE OF DEALING WITH GRANTOR, AND ALL STATUTORY, COMMON LAW, 

AND CUSTOMARY COVENANTS AND WARRANTIES, IF ANY, OF WHATEVER KIND, 

CHARACTER, NATURE, PURPOSE, OR EFFECT, WHETHER EXPRESS OR IMPLIED OR 

ARISING BY OPERATION OF LAW, ARE HEREBY EXPRESSLY, UNCONDITIONALLY, 

AND IRREVOCABLY WAIVED, DISCLAIMED, AND EXCLUDED FROM THIS 

QUITCLAIM DEED, NOTWITHSTANDING ANY CUSTOM OR PRACTICE TO THE 

CONTRARY, OR ANY STATUTORY, COMMON LAW, DECISIONAL, HISTORICAL, OR 

CUSTOMARY MEANING, IMPLICATION, SIGNIFICANCE, EFFECT, OR USE OF 

CONTRARY IMPORT OF ANY WORD, TERM, PHRASE OR PROVISION HEREIN. 

Further, by its acceptance of delivery of this Quitclaim Deed, Grantee or anyone claiming 

by, through, or under Grantee, hereby fully releases Grantor, the Failed Bank, and the FDIC in 

any and all of its various other capacities, and their respective employees, officers, directors, 

representatives, and agents from any and all claims, costs, losses, liabilities, damages, expenses, 

demands, actions, or causes of action that it or they may now have or hereafter acquire, whether 

direct or indirect, known or unknown, suspected or unsuspected, liquidated or contingent, arising 

from or related to the Property in any manner whatsoever. This covenant releasing Grantor, the 

Failed Bank, and the FDIC in any and all of its various other capacities shall be a covenant 

running with the Property and shall be binding upon Grantee, its successors, and assigns. 

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The fact that certain encumbrances, limitations, or other matters or conditions may be 

mentioned, disclaimed, or excepted in any way herein, whether specifically or generally, shall 

not be a covenant, representation, or warranty of Grantor as to any encumbrances, limitations, or 

any other matters or conditions not mentioned, disclaimed, or excepted. Notwithstanding 

anything herein to the contrary, however, nothing herein shall be construed or deemed as an 

admission by Grantor or Grantee to any third party of the existence, validity, enforceability, 

scope, or location of any encumbrances, limitations, or other matters or conditions mentioned, 

disclaimed, or excepted in any way herein, and nothing shall be construed or deemed as a waiver 

by Grantor or Grantee of its respective rights, if any, but without obligation, to challenge or 

enforce the existence, validity, enforceability, scope, or location of same against third parties. 

By its execution and acceptance of delivery of this Quitclaim Deed, Grantee hereby 

assumes the payment of all ad valorem taxes, standby fees, and general and special assessments 

of whatever kind and character affecting the Property which are due, or which may become due, 

for the current tax year or assessment period and for any tax year or assessment period 

subsequent to the date of this Quitclaim Deed, including, without limitation, taxes or assessments 

for prior years becoming due by reason of a change in usage or ownership, or both, of the 

Property or any portion thereof. 

IN WITNESS WHEREOF, this Quitclaim Deed 1s executed on this __ day of 

GRANTOR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY 

AS RECEIVER FOR [_____, 

[insert name of appropriate Failed Bank], [CITY], [STATE] 

By: 

Name: 

Title: 

GRANTEE: 

---------------------[print name of legal entity, including type of 

-------------------------------- entity and state in which it was formed] 

By: __________________________ 

Name: 

Title: 

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Version 3 .1.1 

14132838.5 
----------------

-----------

ACKNOWLEDGMENTS 


STATE OF § 


§ 

COUNTY OF § 

This instrument was acknowledged before me on the __ day of ____________ 

___, by , Attorney in Fact of the Federal Deposit 

Insurance Corporation, as Receiver for , on behalf of 

said entity. 

Notary Public, State of________ 

STATE OF _______ § 


§ 


COUNTY OF ______ § 


This instrument was acknowledged before me on the __ day of ____________ 

____,by of_____________ 

____________________, on behalf of said entity. 

Notary Public, State 

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Version3.1.1 

14132838.5 
EXHIBIT A 


[Legal Description of the Property] 

[NOTE TO PREP ARER: This legal description should be, except in unique circumstances, the legal 

description ofthe Property as found in the conveyancing instrument into Grantor or into the Failed 

Bank named in the first recital hereinabove. Delete this instruction prior to execution.] 

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Version 3.1.1 

14132838.5 
EXHIBIT B 

[Permitted Exceptions] 

[Note to preparer: List hereon (i) the standard printed exceptions contained in Schedule B of the 

Title Policy as otherwise set forth in said Schedule B, and (ii) all matters or conditions affecting title 

to the Property, including those reflected on the Title Commitment or the Survey. Delete this 

instruction prior to execution.] 

1. Restrictive covenants recorded in Volume , Page , and Volume , Page 

__, all in the Records of County, [the 

standard exception as too restrictive covenants should be deleted in its entirety unless 

recorded restrictive covenants are specified, in which event the recording information thereof 

shall be listed under such exception]. 

2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or 

protrusions, or any overlapping ofimprovements. 

3. Any title or rights asserted by anyone, including, but not limited to, persons, the public, 

corporations, governments or other entities, to tidelands, or lands comprising the shores or beds of 

navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or to lands beyond the line of 

the harbor or bulkhead lines as established or changed by any government, or to filled-in lands, or 

artificial islands, or to statutory water rights, including riparian rights, or to the area extending from 

the line of mean low tide to the line of vegetation, or the rights of access to that area or easement 

along and across that area. 

4. Rights oftenants and/or lessees in possession under any recorded and/or umecorded leases and/or 

rental agreements. 

5. [e.g., Drainage easement as recorded in Volume ___;7 Page of the Deed and Plat

Records of County, and as shown on that certain survey 

prepared by surveyed on and 

updated on , with certification executed by 

Registered Professional Land Surveyor No. ______, on ----------' Project No. 

____(herein, the "Survey")]. 

6. [e.g., Consequences, if any, arising from the encroachment of Building -1 and Building- 3 

over or into the twenty-five foot (25') building setback line pursuant to Zoning B-3, as shown 

on the Survey]. 

7. [CONTINUE NUMBERING AS NEEDED TO LIST ALL ITEMS REQUIRED BY THE 

ABOVE INSTRUCTIONS.] 

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Version 3.1.1 

14132838.5 
ATTACHMENT K 


to 


Asset Contribution and Sale Agreement 


[Note to FDIC Preparer: When preparing the actual Limited Power of Attorney, delete this 

instruction and the reference to Attachment K above.] 

LIMITED POWER OF ATTORNEY 


CRE/ ADC Venture 2012-1 Structured Transaction 


KNOW ALL PERSONS BY THESE PRESENTS that the FEDERAL DEPOSIT 

INSURANCE CORPORATION, a corporation organized and existing under an Act of Congress, 

hereafter called the "FDIC," pursuant to the applicable resolutions of the Board of Directors of 

the FDIC, and redelegations thereof, hereby designates the individuals set forth on Exhibit A, 

attached hereto and made a part hereof (the "Attorneys-in-Fact"), to act on behalf of the FDIC 

acting in its capacity as receiver for each of the various failed financial institutions listed on 

Exhibit B attached hereto (each a "Failed Bank") (the FDIC, acting in its separate capacities as 

receiver with respect to each such receivership, the "Receiver") and, upon termination of the 

Receiver with respect to any particular Failed Bank, to act on behalf of the FDIC in its corporate 

capacity as successor to the Receiver with respect to such Failed Bank, in each case for the sole 

purpose of executing the documents outlined below; and 

WHEREAS the undersigned has full authority to execute this Limited Power of Attorney 

on behalf of the FDIC; 

NOW THEREFORE, the FDIC grants to the Attorneys-in-Fact the authority, subject to 

the limitations herein, as follows: 

1. To execute, acknowledge, seal and deliver on behalf of the FDIC, individually 

and not jointly by and through the FDIC, acting in any capacity, any and all deeds of 

trust/mortgage note endorsements, assignments of deeds of trust/mortgages and other recorded 

documents, partial or total satisfaction/release/reconveyances of deeds of trust/mortgages, UCC 

transfer documents, subordinations, tax authority notifications and declarations, deeds, bills of 

sale, and other instruments of sale, transfer and conveyance, appropriately completed, with all 

ordinary or necessary endorsements, acknowledgments, affidavits and supporting documents as 

may be necessary or appropriate to evidence the sale and transfer of any asset pursuant to that 

certain Asset Contribution and Sale Agreement dated as of December 11, 2012 between 

CRE/ADC Venture 2012-1, LLC and the Receiver. 

The form which the Attorney(s)-in-Fact shall use for endorsing promissory notes or preparing 

allonges to promissory notes is as follows: 

K-1 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
Pay to the order ofCRE/ADC Venture 2012-1, LLC 

Without Recourse and Without Representation or 

Warranty, Express, Implied or By Operation of 

Law, of any Kind or Nature Whatsoever 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR [ [insert name of 

appropriate Failed Bank], [CITY], [STATE] 

By: _________________________________ 

Name: __________________________________ 

Title: 

All documents of assignment, conveyance or transfer shall contain this sentence: "This 

assignment is made without recourse, and without representation or warranty, express, implied or 

by operation of law, of any kind and nature whatsoever, by the Federal Deposit Insurance 

Corporation in any capacity." 

2. To grant to each Attorney-in-Fact full power and authority to do and perform all 

acts necessary to carry into effect the powers granted by this Limited Power of Attorney as fully 

as the FDIC in any capacity might or could do with the same validity as if all and every such act 

had been herein particularly stated, expressed and especially provided for. 

This Limited Power of Attorney shall be effective from December 11, 2012 and shall 

continue in full force and effect through June 10, 2014 [INSERT DAY IMMEDIATELY 

PRIOR TO THE DATE OCCURRING EIGHTEEN MONTHS AFTER CLOSING 

DATE], unless otherwise terminated by an official of the FDIC or its successors and assigns 

authorized to do so ("Revocation"). At such time this Limited Power of Attorney will be 

automatically revoked. Any third party may rely upon this document as the named individual(s)' 

authority to continue to exercise the powers herein granted unless a Revocation has been 

recorded in the public records of the jurisdiction where this Limited Power of Attorney has been 

recorded, or unless a third party has received actual notice of a Revocation. 

IN WITNESS WHEREOF, the FDIC by its duly authorized officer empowered to act on 

its behalf by appropriate resolution of its Board of Directors, or redelegations thereof, has 

caused these presents to be executed and subscribed in its name this December[_], 2012. 

K-2 

CRE!ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 

Include Time 
FEDERAL DEPOSIT INSURANCE 

CORPORATION 

By:__________________________________ 

Name:__________________ 

Title: 

Signed, sealed and delivered 

in the presence of 

By:____________________________ 

Name:_______________ 

Witness 

By:_____________________________ 

Name:_______________ 

Witness 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 

K-3 

CREIADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 

Include Time 
ACKNOWLEDGMENT 

UNITED STATES OF AMERICA) 

) 

DISTRICT OF COLUMBIA ) 

__________:, affiant, for her/himself says that s/he is the Attorney-in-Fact, Division 

of Resolutions and Receiverships, of the Federal Deposit Insurance Corporation, the Corporation 

in whose name the foregoing Limited Power of Attorney has been subscribed, that the said 

Limited Power of Attorney was subscribed on behalf of the said Corporation by due authority of 

the Corporation's Board of Directors, and that the said Attorney-in-Fact for the Division of 

Resolutions and Receiverships of the Federal Deposit Insurance Corporation acknowledges the 

said Limited Power of Attorney to be the free act and deed of the said Corporation. 

Subscribed and sworn to before me this_ day of December, 2012. 

Notary Public, District of Columbia 


United States of America 


My Commission Expires: 

K-4 

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Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 

Include Time 
EXHIBIT A 


TO LIMITED POWER OF ATTORNEY 


Attorneys-in-Fact 


[list names and organizations ofAttorney(s)-in-Fact] 

THIS EXHIBIT A TO LIMITED POWER OF ATTORNEY HAS BEEN PREPARED BY 

THE FDIC AND MAY NOT BE AMENDED, REVISED, ALTERED OR SUBSTITUTED 

IN ANYWAY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE FDIC. 

K-5 

CRE/ ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 

Include Time 
EXHIBITB 


TO LIMITED POWER OF ATTORNEY 


List of Various Failed Financial Institutions 


CRE/ ADC Venture 2012-1 Structured Transaction 


Bank Name City State FundiD 

Closing 

Date 

Montgomery Bank & Trust Ailey GA 10448 7/6/2012 

Carolina Federal Savings Bank Charleston sc 10441 6/8/2012 

Bank of the Eastern Shore Cambridge MD 10434 4/27/2012 

Fort Lee Federal Savings Fort Lee NJ 10433 4/20/2012 

Premier Bank Wilmette IL 10431 3/23/2012 

New City Bank Chicago IL 10429 3/9/2012 

Global Commerce Bank Doraville GA 10428 3/2/2012 

Home Savings of America Little Falls NM 10427 2/24/2012 

Shelby County Bank Shelbyville IN 10425 2/10/2012 

Community Bank of Rockmart Rockmart GA 10412 11110/2011 

Country Bank Aledo IL 10402 10114/2011 

Bank ofWhitman Colfax WA 10387 8/05/2011 

Integra Bank, NA Evansville IN 10384 7/29/2011 

Bank of Choice Greeley co 10380 7/22/2011 

One Georgia Bank Atlanta GA 10378 7/15/2011 

First Chicago Bank & Trust Chicago IL 10374 7/8/2011 

First Georgia Banking Company Franklin GA 10366 5/20/2011 

The Park Avenue Bank Valdosta GA 10363 4/29/2011 

American Trust Bank Roswell GA 10336 2/4/2011 

FirsTier Bank Louisville co 10334 1/28/2011 

First Community Bank Taos NM 10333 1/28/2011 

United Western Bank Denver co 10331 1/21/2011 

The Bank of Asheville Asheville NC 10330 1/21/2011 

First National Bank Savannah GA 10251 6/25/2010 

CF Bancorp Davenport lA 10226 4/30/2010 

Appalachian Community Bank Ellijay GA 10199 3/18/2010 

Community Bank & Trust Cornelia GA 10180 1/29/2010 

Platinum Community Bank Rolling Meadows IL 10115 9/4/2009 

First State Bank of Altus Altus OK 10093 7/31/2009 

ANB Financial, N.A. Bentonville AR 10005 5/9/2008 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3 .1.1 

14132838.5 
ATTACHMENT L 


to 


Asset Contribution and Sale Agreement 


FORM OF LITIGATION SUBSTITUTION REPORT 


Sale 

Key 

Fund 

No 

4C 

Loan 

No 

Asset 

Name 

Case 

Name Court Docket 

Date 

Matter 

Opened 

Filed 

Foreclosure 

Type 

Bankruptcy 

Chapter 

Other 

Liti2ation 

FDIC 

Responsible 

ATTY 

Name 

FDIC 

Responsible 

Attorney 

E-Mail 

FDIC 

Responsible 

Attorney 

Phone 

Outside 

Counsel 

Firm Name 

Outside 

Counsel 

Attorney 

Name 

Outside 

Counsel 

Attorney 

Email 

Outside 

Counsel 

Attorney 

Phone 

Number 

Next 

Critical or 

Significant 

Date 

Action 

Required 

Desc 

Description 

of 

Liti2ation 

L-1 

CRE/ADC 2012-1 Structured Transaction 

Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
ATTACHMENT M 


to 


Asset Contribution and Sale Agreement 


FORM OF PURCHASE MONEY NOTES GUARANTY 


[See Attached] 

M-1 

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Asset Contribution and Sale Agreement 

Version 3.1.1 

14132838.5 
12/04/12 


CRE/ ADC Venture 2012-1 Structured Transaction 

ATTACHMENT M 

to 

Asset Contribution and Sale Agreement 

PURCHASE MONEY NOTES GUARANTY AGREEMENT 

BY AND BETWEEN 

AND 


FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CAP A CITY AS 


RECEIVER 


20LJ 

M-1 


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Purchase Money Notes Guaranty Agreement 

Version 3.1.1 

14132638.4 
TABLE OF CONTENTS 


Section 1. Guaranty...................................................................................................................4 


Section 2. Guaranty Absolute ...................................................................................................4 


Section 3. Action with Respect to Guaranteed Obligations ......................................................5 


Section 4. Representations and Warranties ...............................................................................5 


Section 5. Waiver......................................................................................................................6 


Section 6. Reinstatement of Guaranteed Obligations ...............................................................6 


Section 7. Subrogation; Assignment of Claims ........................................................................7 


Section 8. Status Under Transaction Documents; Required PMN Consenting Parties; 


Purchase Money Notes Guarantor's Right to Control Remedies ............................7 


Section 9. Information ..............................................................................................................8 


Section 10. Governing Law ........................................................................................................8 


Section 11. Records and Accounts .............................................................................................. & 


Section 12. Waiver ofRemedies .................................................................................................8 


Section 13. Termination ..............................................................................................................& 


Section 14. Successors and Assigns ............................................................................................9 


Section 15. Amendments ............................................................................................................9 


Section 16. Payments..................................................................................................................9 


Section 17. Notices ................................................................................................................... 1 0 


Section 18. Severability ............................................................................................................ 11 


Section 19. Headings ................................................................................................................ 1 1 


Section 20. Limitation ofLiability............................................................................................ 11 


Section 21. Waiver of Jury Trial.. ............................................................................................. 11 


Section 22. Jurisdiction; Venue and Service ............................................................................. 12 


Section 23. Counterparts; Facsimile Signature ......................................................................... 14 


Section 24. Net Loss on Investments ........................................................................................ 14 


M-2 


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Purchase Money Notes Guaranty Agreement 

Version 3.1.1 

14132638.4 
PURCHASE MONEY NOTES GUARANTY AGREEMENT 

THIS PURCHASE MONEY NOTES GUARANTY AGREEMENT (this "Purchase 

Money Notes Guaranty") is entered into as of ] LJ, 20LJ, by and between 

(the "Purchase Money Notes Guarantor"), and the 

[Federal Deposit Insurance Corporation in its capacity as Receiver] (the "Initial Holder"). 

Terms used herein (including in this preamble and the recitals hereto), to the extent the same are 

defined in, or by reference in, that certain Agreement of Definitions - CRE/ ADC Venture 2012-1 

Structured Transaction dated as of December 11, 2012 among the Initial Holder, CRE/ ADC 

Venture 2012-1, LLC and others (as [amended pursuant to ]but otherwise as] 

originally executed and as the same hereafter may be amended from time to time with the 

consent of the Purchase Money Notes Guarantor and otherwise in accordance with the terms 

thereof) (the "Agreement of Definitions"), and are not otherwise defined herein, shall have the 

respective meanings and definitions given, or referred to, in such Agreement of Definitions. The 

Rules of Construction apply to this Purchase Money Notes Guaranty. 

RECITALS 

WHEREAS, pursuant to the Transaction Documents (including Sections 2.10 and 8.4(c) 

of the Contribution Agreement), as of the date hereof, L_] [(_)] Classes of Purchase Money 

Notes, in the aggregate unpaid principal amount as of the date hereof of $ .00], are 

outstanding; 

WHEREAS, to provide [ALTERNATIVE ONE: ALL CLASSES OF PURCHASE 

MONEY NOTES ARE TO BE GUARANTEED PURSUANT TO THIS AGREEMENT: 

the Holders support for the payment and performance of the Company's obligations pursuant to 

the Purchase Money Notes] [ALTERNATIVE TWO: LESS THAN ALL CLASSES OF 

PURCHASE MONEY NOTES ARE TO BE GUARANTEED PURSUANT TO THIS 

AGREEMENT: the Holders of the Class LJ and Class L_] Purchase Money Notes (such 

Classes of Purchase Money Notes, the "Guaranteed Purchase Money Notes"; and the Holders 

of the Guaranteed Purchase Money Notes, the "GPMN Holders") support for the payment and 

performance of the Company's obligations pursuant to the Guaranteed Purchase Money Notes], 

the Purchase Money Notes Guarantor has agreed to enter into this Purchase Money Notes 

Guaranty and to perform the obligations of the Purchase Money Notes Guarantor described in 

this Purchase Money Notes Guaranty; 

[WHEREAS, the aggregate unpaid principal amount of the [Guaranteed] Purchase 

Money Notes as of the date hereof is $ .00] for the Class LJ Purchase Money Notes, 

and $ .00] for the Class LJ Purchase Money Notes;] 1 

[WHEREAS, pursuant to 12 U.S.C. §1825(d), if the principal amount of an obligation 

issued by the Federal Deposit Insurance Corporation after August 9, 1989 is stated in the 

obligation and the term to maturity or the date of maturity of such obligation is stated in the 

Insertion to be detennined by the Initial Holder and the Purchase Money Notes Guarantor. 

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Purchase Money Notes Guaranty Agreement 

Version 3.1.1 

141326384 
obligation, then the full faith and credit of the United States is pledged to the payment of such 

obligation with respect to both principal and interest; and 

WHEREAS, because the principal of the Guaranteed Obligations is stated in this 

Purchase Money Notes Guaranty, the date of maturity of the Purchase Money Notes Guarantor's 

obligations pursuant to this Purchase Money Notes Guaranty is stated in this Purchase Money 

Notes Guaranty and the Federal Deposit Insurance Corporation is the Purchase Money Notes 

Guarantor pursuant to this Purchase Money Notes Guaranty, the full faith and credit of the 

United States is pledged to the Purchase Money Notes Guarantor's obligation to pay the 

Guaranteed Obligations pursuant to 12 U.S.C. §1825(d);F 

NOW, THEREFORE, [in consideration of the payment to the Purchase Money Notes 

Guarantor of a guaranty fee agreed upon by the Purchase Money Notes Guarantor and Initial 

Holder and paid by the Initial Holder, the sufficiency of which is hereby acknowledged,] the 

Purchase Money Notes Guarantor and the Initial Holder hereby agree as follows: 

Section 1. Guaranty. The Purchase Money Notes Guarantor hereby absolutely, 

irrevocably, completely, unconditionally and immediately guarantees all of the following 

(collectively, the "Guaranteed Obligations"): the due and punctual payment of the outstanding 

principal of each Class of [Guaranteed] Purchase Money Notes, in an aggregate amount of 

$ .00], when such principal shall become due and payable in accordance with the 

terms of each respective Class of [Guaranteed] Purchase Money Notes, the Reimbursement, 

Security and Guaranty Agreement and the Custodial and Paying Agency Agreement (whether at 

stated maturity, by acceleration or otherwise), which shall constitute the 

principal amount of the Guaranteed Obligations. The date of maturity of the Purchase Money 

Notes Guarantor's obligations pursuant to this Purchase Money Notes Guaranty shall be 

December 11 , 2019, which date shall be the date on which the Purchase Money Notes 

Guarantor's obligation to pay the Guaranteed Obligations shall be due (if and to the extent the 

same are not discharged, satisfied or paid on or prior thereto). [The full faith and credit of the 

United States is pledged to the Purchase Money Notes Guarantor's obligation to pay the 

Guaranteed Obligations pursuant to 12 U.S.C. §1825(d).p 

Section 2. Guaranty Absolute. The Purchase Money Notes Guarantor guarantees that 

the Guaranteed Obligations will be paid strictly in accordance with the terms of each Class of 

[Guaranteed] Purchase Money Notes regardless of any Law now or hereafter in effect in any 

jurisdiction affecting any of such terms or the rights of the [GPMN] Holders with respect thereto. 

The liability of the Purchase Money Notes Guarantor pursuant to this Purchase Money Notes 

Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall, 

to the fullest extent permissible under applicable Law, remain in full force and effect without 

regard to, and shall not be released, suspended, discharged, terminated, modified or otherwise 

affected by, any circumstance or occurrence whatsoever, including, without limitation, any of the 

2 Insertion to be determined by the Initial Holder and the Purchase Money Notes Guarantor (if the Purchase 

Money Notes Guarantor is the Federal Deposit Insurance Corporation in its corporate capacity). 

3 Insertion to be determined by the Initial Holder and the Purchase Money Notes Guarantor (if the Purchase 

Money Notes Guarantor is the Federal Deposit Insurance Corporation in its corporate capacity). 

M-4 

CRE/ADC Venture 2012-1 Structured Transaction 


Purchase Money Notes Guaranty Agreement 


Version 3.1.1 


14132638.4 
following (whether or not the Purchase Money Notes Guarantor consents thereto or has notice 

thereof): 

(i) any lack of validity, legality or enforceability of any 

[Guaranteed] Purchase Money Note or this Purchase Money Notes Guaranty; 

(ii) any furnishing to the [GPMN] Holders of any security for 

the Guaranteed Obligations; 

(iii) any bankruptcy, insolvency, reorganization, composition, 

adjustment, merger, consolidation, dissolution, liquidation or other like 

proceeding relating to the Purchase Money Notes Guarantor, the Company or any 

other Person, or any action taken with respect to this Purchase Money Notes 

Guaranty by any trustee or receiver, or by any court, in any such proceeding; or 

(iv) any defect, limitation or insufficiency in the rights of the 

Company or any other Person under any [Guaranteed] Purchase Money Note or in 

the exercise thereof. 

Section 3. Action with Respect to Guaranteed Obligations. Unless otherwise 

consented to in writing by the Purchase Money Notes Guarantor, the [GPMN] Holders may not 

take any ofthe following actions: (i) amend, modify, alter or supplement the terms of any ofthe 

Guaranteed Obligations, including, but not limited to, extending or shortening the time of 

payment of any of the Guaranteed Obligations or modifying the amount of any of the Guaranteed 

Obligations; (ii) amend, modify, alter or supplement any [Guaranteed] Purchase Money Note; 

(iii) release any other Person liable in any manner for the payment or collection of the 

Guaranteed Obligations; or (iv) exercise, or refrain from exercising, any rights against Company 

or any other Person; provided, however, that any such action taken by the [GPMN] Holders with 

the written consent of the Purchase Money Notes Guarantor shall not discharge the Purchase 

Money Notes Guarantor from its obligations hereunder. For the avoidance of doubt, nothing in 

this Section 3 modifies the definition of, or the rights of, the "Required PMN Consenting 

Parties". 

Section 4. Representations and Warranties. The Purchase Money Notes Guarantor 

hereby makes the following representations and warranties to the Holders: 

(i) The Purchase Money Notes Guarantor has the right and 

power to execute and deliver, and has taken all necessary action to authorize the 

execution and delivery of, this Purchase Money Notes Guaranty and to perform 

its obligations pursuant to this Purchase Money Notes Guaranty in accordance 

with its terms. This Purchase Money Notes Guaranty has been duly executed and 

delivered by a duly authorized officer of the Purchase Money Notes Guarantor, 

and this Purchase Money Notes Guaranty is a legal, valid and binding obligation 

of the Purchase Money Notes Guarantor enforceable against it in accordance with 

its terms; 

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Purchase Money Notes Guaranty Agreement 

Version 3.l.l 

14132638.4 
(ii) The execution, delivery and performance of this Purchase 

Money Notes Guaranty does not and will not, by the passage of time, the giving 

of notice or both: (i) require any governmental approval that has not been 

obtained or violate any Law relating to the Purchase Money Notes Guarantor; (ii) 

conflict with, result in a breach of or constitute a default under the Organizational 

Documents of the Purchase Money Notes Guarantor, or any agreement or other 

instrument to which the Purchase Money Notes Guarantor is a party or by which 

it or any of its respective properties might be bound; or (iii) result in or require the 

creation or imposition of any lien upon or with respect to any property now 

owned or hereafter acquired by the Purchase Money Notes Guarantor; and 

(iii) No action, suit, proceeding, governmental investigation or 

arbitration, at law or in equity, or before or by any Governmental Authority, is 

pending, or, to the knowledge of the Purchase Money Notes Guarantor, threatened 

against the Purchase Money Notes Guarantor or any of its property that will affect 

the ability of the Purchase Money Notes Guarantor to perform its obligations 

pursuant to this Purchase Money Notes Guaranty. 

Section 5. Waiver. Except with respect to the Purchase Money Notes Guarantor's 

consent rights under Section 3 or as[, or as part of,] the Required PMN Consenting Parties, 

which consent rights shall not be limited, waived or otherwise modified by operation of this 

Section 5, the Purchase Money Notes Guarantor, to the fullest extent permitted by Law, hereby 

waives notice of acceptance hereof or any presentment, demand, protest or notice of any kind, 

and any other act or thing, or omission or delay to do any other act or thing, that in any manner 

or to any extent might vary the risk of the Purchase Money Notes Guarantor or that otherwise 

might operate to discharge the Purchase Money Notes Guarantor from its obligations pursuant to 

this Purchase Money Notes Guaranty. The Purchase Money Notes Guarantor acknowledges that 

it will receive direct and indirect benefits from the arrangements contemplated in this Purchase 

Money Notes Guaranty and that the waivers set forth in this Section 5 are knowingly made in 

contemplation of such benefits. The Purchase Money Notes Guarantor hereby waives any right 

to revoke this Section 5 and acknowledges that this Section 5 is continuing in nature and applies 

to all Guaranteed Obligations, whether existing now or in the future. 

Section 6. Reinstatement of Guaranteed Obligations. This Purchase Money Notes 

Guaranty shall in all respects be a continuing and irrevocable guaranty of payment and (i) shall 

remain in full force and effect until the indefeasible payment in full and in cash of the 

Guaranteed Obligations, (ii) be binding upon the Purchase Money Notes Guarantor, its 

successors and assigns and (iii) inure to the benefit of, and be binding upon and enforceable by, 

the [GPMN] Holders and their respective successors, pledgees, transferees and assigns. If any 

claim is ever made on any [GPMN] Holder for repayment or recovery of any amount or amounts 

received in payment or on account of any of the Guaranteed Obligations, and such [GPMN] 

Holder repays all or part of said amount by reason of (y) any judgment, decree or order of any 

court or administrative body of competent jurisdiction or (z) any settlement or compromise of 

any such claim effected by the [GPMN] Holder with any such claimant (including, without 

limitation, the Company or a trustee in bankruptcy for the Company), then and in such event the 

Purchase Money Notes Guarantor agrees that any such judgment, decree, order, settlement or 

compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of 

M-6 

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Purchase Money Notes Guaranty Agreement 

Version 3.1.1 

14132638.4 
this Purchase Money Notes Guaranty, any [Guaranteed] Purchase Money Note or any other 

instrument evidencing any liability of the Company, and the Purchase Money Notes Guarantor 

shall be and remain liable to such [GPMN] Holder for the amounts so repaid or recovered to the 

same extent as if such amount had never originally been paid to such [GPMN] Holder and the 

Purchase Money Notes Guarantor's obligations and liabilities to such [GPMN] Holder pursuant 

to this Purchase Money Notes Guaranty shall be reinstated to such extent and this Purchase 

Money Notes Guaranty and any collateral for this Purchase Money Notes Guaranty shall remain 

in full force and effect (or shall be reinstated) to such extent. 

Section 7. Subrogation; Assignment of Claims. If and to the extent the Purchase 

Money Notes Guarantor makes any payment to the [GPMN] Holders pursuant to or in 

connection with this Purchase Money Notes Guaranty, the Purchase Money Notes Guarantor 

shall be subrogated to all of the rights of the [GPMN] Holders with respect to any claim to which 

such payment relates to the extent of such payment, and the [GPMN] Holders, upon acceptance 

of any such payment, will be deemed to have assigned to the Purchase Money Notes Guarantor 

any and all claims such [GPMN] Holders might have against the Company or others and for 

which such [GPMN] Holders receive payment from the Purchase Money Notes Guarantor 

pursuant to this Purchase Money Notes Guaranty. Upon the request of the Purchase Money 

Notes Guarantor, the [GPMN] Holders shall execute written assignments of such claims. 

Section 8. Status Under Transaction Documents; Required PMN Consenting Parties; 

Purchase Money Notes Guarantor's Right to Control Remedies. This Purchase Money Notes 

Guaranty constitutes a "Purchase Money Notes Guaranty" for all purposes of the Transaction 

Documents. [As contemplated by the definition of the term "Required PMN Consenting Parties" 

set forth in the Agreement of Definitions, the Initial Holder, as the Person currently constituting 

the "Required PMN Consenting Parties," hereby specifies that, from and after the date hereof 

(and unless and until the definition of the term "Required PMN Consenting Parties" is further 

modified as set forth in the second sentence of the definition of such term in the Agreement of 

Definitions (and, for the avoidance of doubt, subject to and without limitation of the last sentence 

of such definition)), the "Required PMN Consenting Parties" means [(i) until the Guaranteed 

Purchase Money Notes Satisfaction Date, each of the Purchase Money Notes Guarantors, and (ii) 

after the Guaranteed Purchase Money Notes Satisfaction Date, the Holders in the aggregate of a 

majority in principal amount of all of the Purchase Money Notes].] 4 Without limitation of the 

rights of the Required PMN Consenting Parties, if there shall occur an "Event of Default" 

pursuant to the Reimbursement, Security and Guaranty Agreement, the Required PMN 

Consenting Parties shall have the right to control any and all remedies available to the [GPMN] 

Holders in respect thereof pursuant to any [Guaranteed] Purchase Money Note, and the [GPMN] 

Holders hereby agree to take any and all actions available to the [GPMN] Holders pursuant to 

such [Guaranteed] Purchase Money Note as the Required PMN Consenting Parties shall direct. 

Insertion of language is optional. If inserted, the bracketed language may be modified as determined by the 

Initial Holder and the Purchase Money Notes Guarantor in their discretion (subject to the last sentence of the 

definition of the term "Required PMN Consenting Parties" as set forth in the Agreement of Definitions as 

originally executed and any further restriction on such modification set forth in the definition of the term 

"Required PMN Consenting Parties" as then in effect (immediately prior to the execution of this Purchase 

Money Notes Guaranty)). 

M-7 

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Purchase Money Notes Guaranty Agreement 


Version 3.1.1 


14132638.4 

4 
Section 9. Information. The Purchase Money Notes Guarantor (i) assumes all 

responsibility for being and keeping itself informed of the financial condition of the Company, 

and of all other circumstances bearing upon the risk of nonpayment of any of the Guaranteed 

Obligations and the nature, scope and extent of the risks that the Purchase Money Notes 

Guarantor assumes and incurs pursuant to this Purchase Money Notes Guaranty, and (ii) agrees 

that the [GPMN] Holder shall not have any duty whatsoever to advise the Purchase Money Notes 

Guarantor of information regarding such circumstances or risks. 

Section 10. Governing Law. THIS PURCHASE MONEY NOTES GUARANTY 

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] 5 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 NOTES GUARANTY TO THE LAW OF ANOTHER JURISDICTION. 

NOTHING IN THIS PURCHASE MONEY NOTES GUARANTY SHALL REQUIRE ANY 

UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS PURCHASE MONEY 

NOTES GUARANTY. 

Section 11. Records and Accounts. The (GPMN] Holders may maintain books and 

accounts setting forth the amounts paid and payable with respect to the Guaranteed Obligations, 

and in the case of any dispute relating to any of the outstanding amount, payment or receipt of 

any of the Guaranteed Obligations or otherwise, the entries in such books and accounts shall 

constitute prima facie evidence of amounts and other matters set forth therein. The failure of the 

(GPMN] Holders to maintain such books and accounts shall not in any way relieve or discharge 

the Purchase Money Notes Guarantor of any of its obligations pursuant to this Purchase Money 

Notes Guaranty. 

Section 12. Waiver of Remedies. No failure on the part of the [GPMN] Holders to 

exercise, and no delay in exercising, any right pursuant to this Purchase Money Notes Guaranty 

or any (Guaranteed] Purchase Money Note shall operate as a waiver thereof; nor shall any single 

or partial exercise of any such right preclude any other or further exercise thereof or the exercise 

of any other right. The rights and remedies of the [GPMN] Holders provided pursuant to this 

Purchase Money Notes Guaranty and in each Class of (Guaranteed] Purchase Money Notes are 

cumulative and are in addition to, and not exclusive of, any other rights or remedies provided by 

Law. The rights of the [GPMN] Holders pursuant to this Purchase Money Notes Guaranty and 

each Class of [Guaranteed] Purchase Money Notes against any other party thereto are not 

conditional or contingent on any attempt by the (GPMN] Holders to exercise any of their 

respective rights pursuant to any other document against such party or against any other Person. 

Section 13. Termination. The obligations of the Purchase Money Notes Guarantor in 

respect of the Guaranteed Obligations shall remain in full force and effect until, and shall 

terminate upon, the earliest of the indefeasible satisfaction and payment in full of the Guaranteed 

Insertion to be determined by the Initial Holder and the Purchase Money Notes Guarantor. 

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Purchase Money Notes Guaranty Agreement 

Version 3.1.1 

14132638.4 

5 
Obligations and the termination or cancellation of each [Guaranteed] Purchase Money Note in 

accordance with its terms. 

Section 14. Successors and Assigns. Each reference in this Purchase Money Notes 

Guaranty to the [GPMN] Holders or to the Purchase Money Notes Guarantor shall be deemed to 

include their respective successors and assigns, in whose favor the provisions of this Purchase 

Money Notes Guaranty also shall inure and upon whom this Purchase Money Notes Guaranty 

also shall be binding; provided, however, that, for each Class of [Guaranteed] Purchase Money 

Notes, the Purchase Money Notes Guarantor may not assign or transfer its obligations pursuant 

to this Purchase Money Notes Guaranty to any Person without the prior written consent of the 

[ GPMN] Holders of 100% of the outstanding principal balance of such Class, and any such 

assignment or other transfer to which such [GPMN] Holders have not so consented shall be null 

and void ab initio. 

Section 15. Amendments. For each Class of [Guaranteed] Purchase Money Notes, no 

amendment of any provision of this Purchase Money Notes Guaranty shall be effective unless it 

is in writing and signed by the Purchase Money Notes Guarantor and the Holders of more than 

50.0% of the outstanding principal balance of such Class; provided, however, that any 

amendment, waiver or other modification of this Purchase Money Notes Guaranty that would (i) 

affect adversely the interests, rights or obligations of any Holder of [Guaranteed] Purchase 

Money Notes or (ii) release the Purchase Money Notes Guarantor from all or any part of its 

obligation to make each and every payment pursuant to this Purchase Money Notes Guaranty 

shall not be effective unless it is in writing and signed by each affected Holder of [Guaranteed] 

Purchase Money Notes, and in each case, such consent, amendment, waiver or other 

modification shall be effective only in the specific instance and for the specific purpose for 

which given. 

Section 16. Payments. 

(a) Any and all payments to be made by the Purchase Money Notes Guarantor 

pursuant to this Purchase Money Notes Guaranty in respect of the Guaranteed Obligations shall 

be made in legal currency of the United States of America, in immediately available funds, by 

12:00 p.m. New York time on the date that is one Business Day prior to the applicable 

Distribution Date or Maturity Date, provided that the Purchase Money Notes Guarantor has 

received written demand therefor by the applicable [GPMN] Holder or by the Paying Agent on 

such [GPMN] Holder's behalf, in each case in substantially the form attached hereto as Exhibit 

A, no later than 5:00 p.m. New York time on the date that is four Business Days prior to such 

Distribution Date or Maturity Date. The deposit of any such payments by the Purchase Money 

Notes Guarantor into the Defeasance Account pursuant to the Custodial and Paying Agency 

Agreement for further distribution by the Paying Agent to the [GPMN] Holders shall constitute 

payment in satisfaction of this Section with respect to the Guaranteed Obligations. 

(b) In addition, the Purchase Money Notes Guarantor agrees that to the extent 

the full principal amount of any [Guaranteed] Purchase Money Note is not paid when due, for 

whatever reason, the Purchase Money Notes Guarantor will pay interest on such unpaid principal 

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amount at the rate of [_]%6 per annum calculated on the basis of a year of three hundred and 

sixty days and twelve thirty day months. Such interest shall be due and payable by the Purchase 

Money Notes Guarantor on the day the overdue principal is paid to the [GPMN] Holders, which 

may be any Business Day without regard to whether or not such date is a Distribution Date or the 

Maturity Date. Such interest payment shall be made in legal currency of the United States of 

America to the Paying Agent for further distribution by the Paying Agent to the [GPMN] 

Holders. Any such interest shall accrue from and including the Distribution Date or Maturity 

Date on which the principal became due and payable to, but not including, the date on which 

such principal is actually paid to the [GPMN] Holders. For avoidance of doubt, the agreement to 

pay interest as described in this Section 16(b) in no way relieves the Purchase Money Notes 

Guarantor of its obligations to make full and timely payment of amounts due with respect to the 

Guaranteed Obligations as provided in the first sentence of Section 1 and in the first sentence of 

Section 16(a), nor does it relieve any Person from any liability for breach by such Person of any 

obligation that results in the failure of any payment of principal on any [Guaranteed] Purchase 

Money Note to be made when due. 

Section 17. Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Purchase Money Notes Guaranty shall be delivered in accordance with (and subject to) the 

provisions of the Notice Schedule (which Notice Schedule is hereby incorporated by reference); 

provided, that (i) for purposes of such Notice Schedule, the initial notice address for the Purchase 

Money Notes Guarantor shall be as set forth below, and (ii) service of any writ, process or 

summons in any suit, action or proceeding arising out of, relating to, or in connection with this 

Purchase Money Notes Guaranty shall be subject to the applicable provisions in Section 22(c). 

The Purchase Money Notes Guarantor shall send a copy of any notice by it under this Agreement 

of any change of address or electronic mail address for purposes of this Agreement (and the 

Notice Schedule) to each of the parties to the Custodial and Paying Agency Agreement in the 

manner set forth in the Notice Schedule. 

Address for notices or communications to the Purchase Money Notes Guarantor: 

[Address] 

Attention: 

E-mail Address: 

with a copy to: 

[Address] 

Attention: 

E-mail Address: 

Rate to be Inserted to be determined by the Initial Holder and the Purchase Money Notes Guarantor. 

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Section 18. Severability. Any provision of this Purchase Money Notes Guaranty that 

is prohibited or unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness 

shall be limited as follows: (i) if such provision is prohibited or unenforceable in such 

jurisdiction only as to a particular Person or Persons and/or under any particular circumstance or 

circumstances, such provision shall be ineffective, but only in such jurisdiction and only with 

respect to such particular Person or Persons and/or under such particular circumstance or 

circumstances, as the case may be; (ii) without limitation of clause (i), such provision shall in 

any event be ineffective only as to such jurisdiction and only to the extent of such prohibition or 

unenforceability, and such prohibition or unenforceability in such jurisdiction shall not invalidate 

or render unenforceable such provision in any other jurisdiction; and (iii) without limitation of 

clauses (i) or @, such ineffectiveness shall not invalidate any of the remaining provisions of this 

Purchase Money Notes Guaranty. Without limitation of the preceding sentence, it is the intent of 

the parties to this Purchase Money Notes Guaranty that, in the event that in any court proceeding, 

such court determines that any provision of this Purchase Money Notes Guaranty is prohibited or 

unenforceable in any jurisdiction (because of the duration or scope (geographic or otherwise) of 

such provision, or for any other reason) such court shall have the power to, and shall, (A) modify 

such provision (including, without limitation, to the extent applicable, by limiting the duration or 

scope of such provision and/or the Persons against whom, and/or the circumstances under which, 

such provision shall be effective in such jurisdiction) for purposes of such proceeding to the 

minimum extent necessary so that such provision, as so modified, may then be enforced in such 

proceeding and (B) enforce such provision, as so modified pursuant to clause (A), in such 

proceeding. Nothing in this Section 18 is intended to, or shall, limit (x) the ability of any party to 

this Purchase Money Notes Guaranty to appeal any court ruling or the effect of any favorable 

ruling on appeal or (y) the intended effect of Section 10. 

Section 19. Headings. Section titles or captions contained in this Purchase Money 

Notes Guaranty are inserted only as a matter of convenience and for reference and in no way 

define, limit, extend or describe the scope of this Purchase Money Notes Guaranty or the intent 

of any provisions hereof. All Section, paragraph and clause references contained in this 

Purchase Money Notes Guaranty shall refer to Sections, paragraphs and clauses in this Purchase 

Money Notes Guaranty unless otherwise specified. 

Section 20. Limitation of Liability. Neither the [GPMN] Holders nor any of their 

respective Affiliates, officers, directors, employees, attorneys or agents shall have any liability 

with respect to, and the Purchase Money Notes Guarantor hereby waives, releases and agrees not 

to sue any of them upon, any claim for any special, indirect, incidental or consequential damages 

suffered or incurred by the Purchase Money Notes Guarantor in connection with, arising out of 

or in any way related to this Purchase Money Notes Guaranty or any of the transactions 

contemplated by this Purchase Money Notes Guaranty. The Purchase Money Notes Guarantor 

hereby waives, releases and agrees not to sue the Holders or any of their respective Affiliates, 

officers, directors, employees, attorneys or agents for punitive damages in respect of any claim in 

connection with, arising out of, or in any way related to, this Purchase Money Notes Guaranty or 

any of the transactions contemplated by this Purchase Money Notes Guaranty. 

Section 21. Waiver of Jury Trial. EACH OF THE PURCHASE MONEY NOTES 

GUARANTOR AND EACH [GPMN] HOLDER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MIGHT HAVE TO A TRIAL BY JURY OF 

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ANY DISPUTE ARISING OUT OF OR RELATING TO THIS PURCHASE MONEY NOTES 

GUARANTY AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A 

JUDGE SITTING WITHOUT A JURY. 

Section 22. Jurisdiction; Venue and Service. 

(a) Each [GPMN] Holder (if such [GPMN] Holder is not the FDIC; any 

[GPMN] Holder that is not the FDIC, a "Non-FDIC Holder"), on behalf of itself and its 

Affiliates, hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Purchase Money Notes Guarantor or any other Holder (if such other Holder 

is the FDIC; the Holder that is the FDIC, the "FDIC Holder") arising out of, relating to, or in 

connection with this Purchase Money Notes Guaranty or any Transaction Document, and waives 

any right to: 

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

court or dispute-resolution forum other than the court in which the Purchase Money Notes 

Guarantor or the FDIC Holder files the suit, action or proceeding without the consent of the 

Purchase Money Notes Guarantor or the FDIC Holder, as applicable; 

(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 of 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 

Purchase Money Notes Guarantor or the FDIC Holder arising out of, relating to, or in connection 

with this Purchase Money Notes Guaranty or any Transaction Document (other than the LLC 

Operating Agreement), and waives any right to: 

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

other court or dispute-resolution forum without the consent of the Purchase Money Notes 

Guarantor or the FDIC Holder, as applicable; 

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

State ofNew York; or 

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

an inconvenient forum. 

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(iii) agrees to bring any suit, action or proceeding by any Non-FDIC 

Holder, or its Affiliates, against the Purchase Money Notes Guarantor or the FDIC Holder 

arising out of, relating to, or in connection with this Purchase Money Notes Guaranty or any 

other Transaction Document in only either the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia, and waives 

any right to remove or transfer such suit, action or proceeding to any other court or disputeresolution forum without the consent of the Purchase Money Notes Guarantor or the FDIC 

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

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

States District Court for the District of Columbia at the option of the Purchase Money Notes 

Guarantor or the FDIC Holder, as applicable; 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 22(a)(iii), to bring that suit, 

action or proceeding in only the Supreme Court of the State of New York, and waives any right 

to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent of the Purchase Money Notes Guarantor or the FDIC Holder, as 

applicable; and 

(v) agrees, in any suit, action or proceeding that is brought in the 

Supreme Court of the State of New York for New York County in accordance with the above 

provisions of this Section 22(a), to request that such suit, action or proceeding be referred to the 

Commercial Division of such Court. 

(b) Each Non-FDIC Holder, on behalf of itself and its Affiliates, hereby 

irrevocably and unconditionally agrees that any final judgment entered against it in any suit, 

action or proceeding falling within Section 22(a) may be enforced in any court of competent 

jurisdiction. 

(c) Subject to the provisions of Section 22(d), each Non-FDIC 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 Section 22(a) or 

Section 22(b) may be effected by the mailing of copies thereof by registered or certified mail, 

postage prepaid, to it at its address set forth in the Purchase Money Notes Register; provided, 

however, that the foregoing shall not affect the right of any party to serve process in any other 

manner permitted by Law. Each Non-FDIC Holder, on behalf of itself and its Affiliates, further 

agrees that any such service of writs, process or summonses in any suit, action or proceeding 

pursuant to Section 22(a) or Section 22(b) on the FDIC (in any capacity, including as the 

Purchase Money Notes Guarantor or as an FDIC Holder) shall be in accordance with 

requirements of applicable Law (including 12 CFR section 309.7(a)), with additional delivery of 

a copy of such writ, process or summons to the FDIC (in its applicable capacity(ies)) pursuant to 

the notice provisions in Section 17 (and the Notice Schedule). 

(d) Nothing in this Section 22 shall constitute (i) consent to jurisdiction in any 

court by the FDIC (in any capacity), other than as expressly provided in Section 22(a)(iii) and 

Section 22(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit Insurance 

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Act or other applicable law relating to commencement, jurisdiction, venue, limitations, 

administrative exhaustion, judicial review, removal, remand, continuation or enforcement 

(including as to limitations on attachment or execution upon assets in the possession of the 

FDIC) of actions by or against the FDIC (in any capacity), or in which the FDIC (in any 

capacity) is a party, including 12 U.S.C. § 1819(b), 1821(c), 1821(d), and 1821U). 

Section 23. Counterparts; Facsimile Signature. This Purchase Money Notes Guaranty 

may be executed in two or more counterparts, each of which shall be deemed an original but all 

of which together shall constitute but one and the same agreement. This Purchase Money Notes 

Guaranty and any amendments to it, to the extent signed and delivered by facsimile or other 

electronic means, shall be treated in all manner and respects as an original agreement and shall 

be considered to have the same binding legal effect as if it were the original signed version 

thereof delivered in person. No signatory to this Purchase Money Notes Guaranty shall raise the 

use of a facsimile machine or other electronic means to deliver a signature or the fact that any 

signature or agreement was transmitted or communicated through the use of a facsimile machine 

or other electronic means as a defense to the formation or enforceability of a contract, and each 

such Person forever waives any such defense. 

Section 24. Net Loss on Investments. The Purchase Money Notes Guarantor agrees 

Uointly and severally with any other "Purchase Money Notes Guarantor" (as defined in the 

Agreement of Definitions)) to deposit funds into the Defeasance Account (in respect of any Net 

Loss on Investments) as and when required pursuant to Section 3.3(e) of the Custodial and 

Paying Agency Agreement. The Company is hereby constituted an express third-party 

beneficiary of this Section 24 (subject to the terms of Sections 10, ll and 22 as if the Company 

was a Non-FDIC Holder) and, in relation to this Section 24, Section 10, and neither this Section 

24 nor, in relation to this Section 24, Section 10, may be amended or modified without the 

consent of the Company. 

[Signature page follows.] 

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IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending 

to be legally bound, have caused this Purchase Money Notes Guaranty to be duly executed. 

Purchase Money Notes Guarantor 

By: --------------------------------­ Name: 

Title: 

Initial Holder 

FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as Receiver (as 

defined in the Agreement of Definitions referred to 

herein) 

By: --------------------------------­ Name: 

Title: 

Company 

THE UNDERSIGNED HEREBY CONFIRMS, 

AND IN ANY EVENT AGREES, THAT THIS 

INSTRUMENT ABOVE CONSTITUTES A 

"PURCHASE MONEY NOTES GUARANTY" 

FOR ALL PURPOSES OF THE TRANSACTION 

DOCUMENTS, INCLUDING WITHOUT 

LIMITATION FOR THE PURPOSES OF 

SECTION 2.1 OF THE REIMBURSEMENT, 

SECURITY AND GUARANTY AGREEMENT 

CRE/ADC Venture 2012-1, LLC 

By: 2012 CRE ADC-1, LLC 

By: ColFin CRE ADC Funding, LLC, its manager 

By: _______________________ 


Name: Mark M. Hedstrom 


Title: Vice President? 


7 The FDIC has the option of whether to require the Company to execute this confirmation. 

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EXHIBIT A 


Form of Payment Request 


PAYMENT REQUEST- NOTE GUARANTY 


The following request is made pursuant to the Purchase Money Notes Guaranty Agreement 


by and between •---------• 


the Federal Deposit Insurance Corporation in its capacity as Receiver (as defined in the Agreement of 


Definitions referred to therein), and 


CRE/ADC Venture 2012-1, LLC 


dated as of December 11, 2012 


Request Date: 

Date Funds Required: 

Reason for Request OJ 

Payment Required: 

Class[_] 

Class[_] 

Total Payment Required A 

Funds Available for Payment B 

Shortfall - Amount Due from FDIC on Guaranty A-B 

(IJ Indicate whether draw request is due to Note maturity, acceleration, or otherwise. 

Certification of Custodian and Paying Agent 

To the best of our knowledge and belief, the information shown above is accurate, 

true and complete. 

Name: Date 

Title: 

Wire Instructions: 

Exhibit A-1 

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SCHEDULE I 


Methodology for Determining Percentage Undivided Interest in Each Asset 


Contributed and Sold 


Explanatory Note: In a structured transaction with leverage, the FDIC in its capacity as 

Receiverfor the participating receivership(s): 

(1) contributes a portion ofthe assets to the limited liability company (LLC) in 

exchange for the LLC Initial Member interest; 

(2) sells a portion of the assets to the LLC in exchange for the purchase money 

note(s); and 

(3) sells a portion ofits Initial Member interest in the LLC to the private owner. 

The aggregate value of the assets transferred to the LLC is determined through the bidding 

process. In a structured transaction, the Private Owner Interest Sale Price is the value placed 

by the private owner on its share ofthe assets which are contributed to the LLC by the FDIC as 

Receiver. Thus, ifthe private owner pays $40 for a 40% interest in the LLC, then the total value 

ofall assets contributed to the LLC is $I 00 ("total equity''). 

In a structured transaction with leverage, the aggregate amount of the Purchase Money Notes, 

excluding unstated interest, if applicable, and as determined in accordance with Internal 

Revenue Code Section 483 and the Regulations promulgated thereunder, is the total value placed 

by the private owner on the assets which are sold to the LLC by the FDIC as Receiver ("total 

debt''). 

A large number of individual assets is transferred to the LLC by the Receiver, either through 

contribution or through sale. In a transaction with leverage, each individual asset is partially 

contributed and partially sold to the LLC. The total value ofeach individual asset at Closing is 

the sum of 

(1) the Private Owner Interest Asset Value divided by the percentage LLC interest held 

by the private owner, and 

(2) the total debt multiplied by a fraction, the numerator of which is the Private Owner 

Interest Asset Value for such asset, and the denominator ofwhich is the Private Owner Interest 

Sale Price. 

For each individual asset, the ratio between the value ofthe contributed portion and the value of 

the sold portion is the ratio between total equity and total debt. 

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The percentage undivided interest in each Asset that is sold to the Company pursuant to the 

Agreement (the "Sale Undivided Interest Percentage") equals the quotient (expressed as a 

percentage) of (i) the initial "issue price" of the Purchase Money Notes as determined in 

accordance with the Code and applicable Treasury Regulations, divided by (ii) the sum of (x) the 

amount described in clause (i) plus (y) the quotient (expressed as a decimal) of (A) the Private 

Owner Interest Sale Price divided by (B) the Private Owner Interest (as defined in the Private 

Owner Interest Sale Agreement). The percentage undivided interest in each Asset that is 

contributed to the Company pursuant to the Agreement equals 100% minus the Sale Undivided 

Interest Percentage. 

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SCHEDULE II 


LIST OF PURCHASE MONEY NOTES 


Class Original Principal 

Amount (inclusive 

of Purchase Money 

Notes Issuance Fee) 

Maturity Date 

Rule 144 Class A $71,793,886.00 December 11,2019 

Regulation S Class A $0.00 December 11, 2019 

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