RADC/CADC Venture 2010-2 Structured Transaction 

REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT 

BY AND AMONG 

RADC/CADC VENTURE 2010-2, LLC, 

EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO, 

FEDERAL DEPOSIT INSURANCE CORPORATION, 


IN ITS CORPORATE CAPACITY, AS PURCHASE MONEY NOTE GUARANTOR, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


IN ITS CAPACITY AS RECEIVER FOR VARIOUS FAILED FINANCIAL 


INSTITUTIONS LISTED ON SCHEDULE I HERETO, 


AS COLLATERAL AGENT, 


AND 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


IN ITS CAPACITY AS RECEIVER FOR VARIOUS FAILED FINANCIAL 


INSTITUTIONS LISTED ON SCHEDULE I HERETO, 


AS INITIAL MEMBER 


Dated as of January 26, 2011 


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TABLE OF CONTENTS 

ARTICLE I Definitions 2 

Section 1.1 Definitions 2 

Section 1.2 Other Interpretive Provisions 6 

ARTICLE II Reimbursement 6 

Section 2.1 Reimbursement 6 

Section 2.2 Obligations Absolute 7 

ARTICLE III Security Interest 7

Section 3.1 Granting of Security Interest 7

Section 3.2 Asset Defaults; Acquisition of Collateral. 9

Section 3.3 Continuing Security Interest I 1

Section 3.4 Destruction of Secured Parties Collateral 11

Section 3.5 Releases of Secured Parties Collateral 11

Section 3.6 Financing Statements 11

Section 3.7 Power of Attorney 11 

ARTICLE IV Events of Default 12 

Section 4.1 Events of Default 12 

ARTICLE V Remedies 14 

Section 5.1 Remedies . 14 

Section 5.2 Application of Proceeds 17 

Section 5.3 Sale of Secured Parties Collateral. 17 

Section 5.4 No Impairment of Action 18 

Section 5.5 Remedies Cumulative; Waiver 18 

Section 5.6 Waiver of Certain Rights and Remedies 19 

ARTICLE VI Guaranty 19 

Section 6.1 Guaranty 19 

Section 6.2 Right of Contribution 20 

Section 6.3 No Subrogation 20 

Section 6.4 Amendments, etc. with Respect to the Secured Obligations 20 

Section 6.5 Guaranty Absolute and Unconditional 21 

Section 6.6 Reinstatement 21 

Section 6.7 Payments 22 

Section 6.8 Information 22 

ARTICLE VII Representations And Warranties 22 

Section 7.1 Representations and Warranties 22 

ARTICLE VIII Covenants 23 

Section 8.1 Debtor Accounts 23 

Section 8.2 Grantor Status; Licensing 23 

Section 8.3 LLC Operating Agreement 24 

Section 8.4 Custodian/Paying Agent 24 

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Section 8.5 Compliance with Law 24 


Section 8.6 Servicer 24 


Section 8.7 Certain Restrictions 25 


Section 8.8 Change in Jurisdiction, Name, Location or Identity 25 


Section 8.9 Payment of Principal on Purchase Money Note; Reimbursement of 


Collateral Agent 25 


Section 8.10 Protection of Secured Parties Collateral; Further Assurances 26 


Section 8.11 Guaranties and Mortgages. 26 


Section 8.12 Additional Grantors. 27 


Section 8.13 Transaction with Affiliates. 27 


Section 8.14 Books and Records; Reports; Certifications; Audits. 27 


Section 8.15 Insurance 31 


Section 8.16 Recovery of Expenses; Interest 31 


Section 8.17 Debtor's Duty To Advise Collateral Agent and Purchase Money 


Note Guarantor; Delivery of Certain Notices 31 


Section 8.18 Administration of Acquired REO Properties 32 


Section 8.19 Payment of Purchase Money Note Issuance/Guaranty Fee. 32 


ARTICLE IX Required Consent; Limits Liability 33 


Section 9.1 Required Consents; Limits Liability 33 


Section 9.2 Limitation of Liability 34 


ARTICLE X Release of Secured Parties Collateral 35 


ARTICLE XI Liquidation of Assets 35 


Section 11.1 Rights to Liquidate Assets and Secured Parties Collateral 35 


Section 11.2 Exercise of Rights to Liquidate Assets and Secured Parties 


Collateral 35 


ARTICLE XII Collateral Agent 36 


Section 12.1 Appointment and Authorization of Collateral Agent 36 


Section 12.2 Delegation of Duties 37 


Section 12.3 Liability of Collateral Agent 37 


Section 12.4 Reliance by Collateral Agent 37 


Section 12.5 Liability of Collateral Agent 38 


Section 12.6 Successor Collateral Agent 38 


ARTICLE XIII Miscellaneous 38 


Section 13.1 Attorney-in-Fact 38 


Section 13 2 No Petition 39 


Section 13.3 Reimbursement of Expenses 39 


Section 13.4 Termination of Security Interest 39 


Section 13.5 Indemnification 39 


Section 13.6 Governing Law 41 


Section 13.7 Jurisdiction, Venue and Service 42 


Section 13.8 Waiver of Jury 43 


Section 13.9 Notices 43 


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Section 13.10 

Section 13.11 

Section 13.12 

Section 13.13 

Section 13.14 

Section 13.15 

Section 13.16 

Section 13.17 

Section 13.18 

Section 13.19 

Schedule I 

Schedule 2 

Exhibit A 

Exhibit B 

Assignment 44 

Entire Agreement 45 

Amendments and Waivers 45 

Confidentiality 45 

Reinstatement 45 

Interpretation: No Presumption 46 

Severability 46 

Survival 46 

No Third Party Beneficiaries 46 

Counterparts: Facsimile Signatures 47 

List of Various Failed Financial Institutions 

Asset Schedule 

Joinder Agreement 

Form of REO Checklist 

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REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT 


THIS REIMBURSEMENT, SECURITY AND GUARANTY AGREEMENT, effective 

as of the 26th day of January, 2011 (this "Agreement"), is entered into by and among 

RADC/CADC VENTURE 2010-2, LLC, a Delaware limited liability company ("Debtor"), each 

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

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

Grantors together with Debtor, collectively, the "Grantors," and each individually, a 

"Grantor"), FEDERAL DEPOSIT INSURANCE CORPORATION (acting in any capacity, the 

"FDIC"), acting in its corporate capacity ("Purchase Money Note Guarantor"), the FDIC, as 

Receiver for various failed financial institutions listed on Schedule I hereto (in such capacity, the 

"Receiver"), as Collateral Agent for the Secured Parties (in such capacity, together with any 

successor collateral agent, the "Collateral Agent"), and, solely for purposes of Sections 4.1(a), 

4.1(d), 4.1(0, 4.1(1), 5.1(a)(vi) — (ix), 5.1(b), 5.1(c), 5.5, 8.14(c)-(h), 9.1, 11.1, 12.2 and 13.6 — 

13.19, and the FDIC, as Receiver, as Initial Member under the LLC Operating Agreement 

referred to below (in such capacity, the "Initial Member") and the FDIC, in its capacity as 

Receiver, solely for purposes of Sections 8.19, 11.1, 11.2 and 12.4(b). Capitalized terms used in 

this Agreement shall have the meanings assigned to them in, or by reference in, that certain 

RADC/CADC Venture 2010-2 Structured Transaction-Agreement of Common Definitions, 

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

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

transferred all of its right, title and interest in and to the Assets, including equity interests in the 

Ownership Entities and certain Acquired REO Property, to Debtor partly as a sale and partly as a 

capital contribution, and in consideration for the transfer of the Assets to the Debtor to the extent 

such transfer constitutes a sale, Debtor has issued to the Receiver the Purchase Money Note in 

the principal face amount of $100,275,473.00, inclusive of the Purchase Money Note 

Issuance/Guaranty Fee; 

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

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

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

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

Initial Member to the Receiver, the obligations with respect to such Purchase Money Note shall 

automatically, and without further action, become subject to the Guaranty Agreement; 

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

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

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

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

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

Note Guarantor thereunder; 

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

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

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

Initial Member agree as follows: 

ARTICLE I 


Definitions 


Section 1.1 Definitions. 

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

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

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

this Agreement, the following terms shall have the meanings and definitions hereinafter 

respectively set forth: 

"Agreement" means this Reimbursement, Security and Guaranty 

Agreement. 

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

"Controlling Party" means the Purchase Money Note Guarantor. 

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

Agreement. 

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

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

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

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

Event of Default. 

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

Section 4.1 of this Ageement. 

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

introductory paragraph of this Ageement. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

obligation. 

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

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

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

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

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

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

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

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

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

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

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

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

Agreement. 

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

Agreement. 

"Intellectual Property" means all United States or foreign intellectual 

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

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

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

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

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

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

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

receive all proceeds and damages therefrom. 

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

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

"Perfection Requirement" has the meaning given in Section 7.1(e) of 

this Agreement. 

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

administrative proceeding. 

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

in Section 8.19 of this Agreement. 

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

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

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

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

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

previously paid by the Debtor (excluding any payments made pursuant to the Guaranty 

Ageement) to the Noteholder to repay the Purchase Money Note and the aggregate amount 

previously paid to the Purchase Money Note Guarantor to reimburse the Purchase Money Note 

Guarantor for payments it has made pursuant to the Guaranty Agreement, divided by (ii) the 

original aggregate principal amount of the Purchase Money Note as of the Closing Date is less 

than: 

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

thereafter before the fifth (5th) anniversary of the Closing Date: 25% 

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

thereafter before the sixth (6th) anniversary of the Closing Date: 50% 

Sixth (6 th) anniversary of the Closing Date or any time 

thereafter before the seventh (7th) anniversary of the Closing Date: 75% 

Seventh (7th) anniversary of the Closing Date: 100% 

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

Agreement. 

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

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

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

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

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

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

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

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

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

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

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

and substance satisfactory to the Collateral Agent). 

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

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

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

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

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

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

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

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

"Secured Obligations" means the Guaranteed Obligations and all 

obligations of the Grantors pursuant to this Agreement (including specifically but not limited to 

the obligations pursuant to Sections 2.1, 8.9 and 13.3). 

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

Agreement and the Purchase Money Note Guarantor. 

"Secured Parties Collateral" has the meaning given in Section 3.1 of this 

Agreement. 

"Secured Parties Collateral Documents" means, collectively, this 

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

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

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

the Secured Parties. 

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

Agreement. 

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

given in the introductory paragraph to this Agreement. 

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

Agreement. 

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

Agreement. 

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

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

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

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

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

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

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

obligation". 

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

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

Secured Parties Collateral Document: 

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

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

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

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

reference specifically provides otherwise. 

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

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

replacement to such Law. 

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

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

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

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

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

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

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

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

provision of this Agreement. 

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

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

they are in fact followed by such words. 

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

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

such period. 

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

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

be deemed to include the personal pronoun of the appropriate gender. 

ARTICLE II 


Reimbursement 


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

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

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

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

Note Guarantor occurring after the Determination Date immediately preceding such Distribution 

Date shall be payable on the second Distribution Date following such payment); and (b) for any 

day on which a Purchase Money Note Trigger Event is continuing, interest on an amount equal 

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to the lesser of (i) the amount, if any, necessary to be added to the Defeasance Account (without 

giving effect to any net losses thereon arising from the investment of such amounts in 

accordance with the Custodial and Paying Agency Agreement) to cure the Purchase Money Note 

Trigger Event and (ii) any amount remaining unpaid by the Debtor pursuant to clause (a) of this 

Section 2.1 for each day unpaid, from the occurrence of a Purchase Money Note Trigger Event 

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

all amounts owing to the Purchase Money Note Guarantor pursuant to clause (a) of this Section 

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

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

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

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

the United States and in immediately available funds. 

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

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

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

without limitation, the following circumstances: 

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

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

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

the provisions of this Agreement, the Purchase Money Note, or the Guaranty Agreement; 

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

may have at any time against the Purchase Money Note Guarantor, the Receiver or any other 

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

transaction; 

(d) payment by the Purchase Money Note Guarantor pursuant to the Guaranty 

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

Guaranty Agreement; and 

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

Money Note Guarantor, or any other Person or any other event or circumstance whatsoever that 

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

to the Debtor's obligations hereunder. 

ARTICLE III 


Security Interest 


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

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

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

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

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

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

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

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intangibles, Intellectual Property, instruments, insurance, inventory, investment property, letterof-credit rights, money (as defined in the UCC) and other personal property and any supporting 

obligations related thereto, in each case, whether now owned or hereafter acquired, regardless of 

whether such property is in the future subdivided into one or more groups to separately secure 

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

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

(b) the Asset Documents; 

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

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

(d) all Collateral, including all Acquired Property; 

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

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

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

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

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

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

Asset Documents or the transactions related thereto or contemplated thereby; 

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

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

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

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

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

the foregoing; 

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

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

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

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

performance of the Guaranteed Obligations); 

(h) the equity interests in all Ownership Entities; 

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

policies; and 

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

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

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

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

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

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

Transaction Document, have been satisfied in full. 

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

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

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

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

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

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

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

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

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

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

Assignment, in blank, and executed by the Debtor. Such Allonges and Mortgage Assignments 

shall be held by the Custodian/Paying Agent with the Notes and other Custodial Documents. 

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

preparing and delivering such Allonges and Mortgage Assignments shall constitute PreApproved Charges for purposes of the Custodial and Paying Agency Agreement. The Collateral 

Agent may use the Allonge to effect the endorsement of a Note or the Mortgage Assignment to 

effect the assignment of a mortgage to the Collateral Agent at any time if an Event of Default 

occurs and is continuing. Notwithstanding anything in this Agreement to the contrary, if the 

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

LLC Operating Agreement) elects to remove any MERS Registered Mortgage from the MERS 

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

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

the case may be, the Allonge and Mortgage Assignment described above in this Section 3.1 

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

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

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

granted pursuant to this Agreement. 

Section 3.2 Asset Defaults; Acquisition of Collateral. 

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

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

other terms and conditions of this Agreement applicable thereto, the Debtor shall cause to be 

determined the response to such default and course of action with respect to such default, 

including (i) the selection of attorneys to be used in connection with any action, whether judicial 

or otherwise, to protect the respective interests of the Debtor and the Collateral Agent in the 

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

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

the Asset Documents securing the Asset pursuant to the power of sale contained therein or 

through a judicial action, (iv) the institution of proceedings against any Obligor, (v) the 

acceptance of a deed in lieu of foreclosure, (vi) the purchase of the real property Collateral at a 

foreclosure sale or trustee's sale or the purchase of the personal property Collateral at a Uniform 

Commercial Code sale, (vii) the institution or continuation of proceedings to obtain a deficiency 

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judgment against such Borrower or any Obligor and (viii) the institution of any other remedy 

provided for in the respective Asset Documents or at Law. 

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

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

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

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

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

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

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

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

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

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

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

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

who regularly conducts environmental audits using customary industry standards as would 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

applicable Business Plan. 

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

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

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

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

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

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

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

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

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

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

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

applicable Business Plan. 

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

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

effect until the termination of the Guaranty Agreement in accordance with its terms and the 

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

the Collateral Agent to create a continuing, perfected first priority security interest in the Secured 

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

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

resort by the Collateral Agent to any security it may have in any order it may deem appropriate, 

shall not affect the liability of any Person on the Secured Obligations secured hereby or the 

security interest and Lien granted hereby (other than in respect of the released Secured Parties 

Coll ateral). 

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

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

of its obligations hereunder or any of the Secured Obligations. 

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

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

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

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

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

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

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

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

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

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

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

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

Priority of Payments set forth in Section 5.1 of the Custodial and Paying Agency Ageement and 

the other terms thereof. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

to Section 3.1, Section 3.2, Section 4.10, Section 4.11 or Section 4.12 of the Contribution 

Agreement as it relates to the preparing, furnishing, executing and/or recording of all relevant 

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

and recording obligations of the Debtor pursuant to Section 3.1, Section 3.2, Section 4.10, 

Section 4.11 or Section 4.12, to execute, furnish and record all relevant Transfer Documents and 

other documents as may be reasonably necessary to satisfy such transfer and recording 

obligations of the Debtor. 

ARTICLE IV 

Events of Default 

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

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

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

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

hereunder: 

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

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

applicable cure periods of an "Event of Default" (pursuant to and as such term is defined in the 

LLC Operating Agreement); or 

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

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

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

provided, that such Insolvency Event pursuant to this clause (ii) (that is not otherwise an 

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

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

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

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

of such Insolvency Event; or 

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

Owner; or 

(d) any failure of the Debtor or the Private Owner to pay or to cause to 

be paid any Servicing Expense when due, which failure continues unremedied for a period of 

thirty days or more after the date on which written notice of such failure requiring the same to be 

remedied shall have been given to the Debtor and the Private Owner; provided, however, that 

such failure to pay or cause to be paid any Servicing Expense relating to an Asset pursuant to this 

paragraph (d) shall not be an Event of Default pursuant to this Agreement, to the extent that the 

Debtor or the Private Owner reasonably has determined in accordance with applicable Servicing 

Standards that such Servicing Expense, if so paid, when combined with all reimbursed previous 

Servicing Expenses, Required Funding Draws, Discretionary Funding Advances and PreApproved Charges with respect to such Asset (and any remaining amounts owing to the Initial 

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Member with respect to its servicing of such Asset as described in the Contribution Agreement), 

would not be recoverable from the Asset Proceeds from such Asset; or 

(e) the failure of the Debtor, the Private Owner or the Manager to 

comply in any material respect with or enforce the provisions of the LLC Operating Agreement, 

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

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

the Debtor, the Private Owner or the Manager (in any capacity), as applicable; or 

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

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

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

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

the Servicer or by the Purchase Money Note Guarantor, or the Collateral Agent to Debtor, or (ii) 

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

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

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

Servicer, in either case that continues unremedied for a period of thirty (30) days or more after 

the date on which written notice of such failure requiring the same to be remedied shall have 

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

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

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

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

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

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

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

any capacity) or the Debtor, as applicable; or 

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

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

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

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

may be, in each of the foregoing cases which could result in a Change of Control without the 

consent of the Required Consenting Parties; or 

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

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

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

Additional Security in the Private Owner Pledged Account in an amount equal to or exceeding 

the Private Owner Pledged Amount or, if applicable, any failure of the bank issuing the 

Qualifying Letter of Credit to comply with its terms; or 

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

Debtor in this Agreement or any documents related hereto that remains unremedied for a period 

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

same to be remedied shall have been given to the Debtor; or 

the failure of the Debtor or the Manager to cause the liquidation of 

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

the Purchase Money Note Guarantor in Section 11.1; or 

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

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

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

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

the Private Owner, as applicable; or 

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

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

for such repayment; or 

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

such Purchase Money Note Trigger Event is cured within ten (10) Business Days; or 

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

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

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

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

to pay any amount payable pursuant to Section 2.1) or any documents related hereto that 

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

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

provided, however, that in the case of a failure that cannot be cured within thirty (30) days, the 

cure period shall be extended for an additional thirty (30) days if the Debtor can demonstrate to 

the reasonable satisfaction of the Purchase Money Note Guarantor that the Debtor is diligently 

pursuing remedial action. 

ARTICLE V 

Remedies 

Section 5.1 Remedies. 

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

(i) The Purchase Money Note Guarantor, upon the occurrence of such 

Event of Default, shall notify the Custodian/Paying Agent thereof, and the Purchase Money Note 

Guarantor in its sole discretion may cause the Noteholder to declare the Purchase Money Note to 

be immediately due and payable, by a notice in writing to the Debtor and the Custodian/Paying 

Agent, and upon any such declaration the unpaid principal amount of the Purchase Money Note, 

together with all other accrued and unpaid amounts in respect thereof through the date of 

acceleration, shall become immediately due and payable; provided, however, that with respect to 

an Event of Default pursuant to Section 4.1(b)(i)(A), the unpaid principal amount of, and such 

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amounts in respect of, each Purchase Money Note shall automatically become immediately due 

and payable; 

(ii) The Purchase Money Note Guarantor may institute Proceedings for 

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

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

payable by Debtor pursuant to this Agjeement, whether by declaration or otherwise, enforce any 

judgment obtained, and collect from Debtor moneys adjudged due; 

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

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

any other Secured Parties Collateral Document; 

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

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

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

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

remedies of the Collateral Agent; 

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

portion thereof or rights or interest therein; 

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

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

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

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

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

Initial Member (in its sole and absolute discretion); 

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

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

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

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

Member (in its sole and absolute discretion); 

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

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

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

obligations thereunder; 

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

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

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

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

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

Operating Agreement; 

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

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

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

monies adjudged due; 

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

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

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

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

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

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

Note; 

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

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

collection of any monies adjudged due pursuant to any non-guaranteed Purchase Money Note; 

and 

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

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

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

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

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

entitled under the Transaction Documents. 

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

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

Purchase Money Note so long as the Guaranty Agreement applies to the Purchase Money Note 

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

Guaranty Payment). 

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

right to appoint a Successor Servicer pursuant to Section 5.1(a)(vi), the costs and expenses 

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

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

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

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

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

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

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

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

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

Servicer. 

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

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

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

Money Note Guarantor and any Successor Servicer in a timely manner with all documents, 

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

Member, the Purchase Money Note Guarantor, or any Successor Servicer to enable it and any 

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

Member and the Purchase Money Note Guarantor in effecting the termination of any Servicer (or 

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

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

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

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

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

Guarantor may specify and (iii) the assignment to Collateral Agent of the right to access all such 

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

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

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

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

Section 5.1(c) shall be limited to those documents in such Servicer's possession at the time of 

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

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

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

Money Note Guarantor and the Collateral Agent (I) associated with the complete transfer of the 

servicing data, (H) associated with the completion, correction or manipulation of servicing data 

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

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

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

(and any Subservicers). Within a reasonable time after receipt of a written request of the 

Manager for the same, the Initial Member, the Purchase Money Note Guarantor and the 

Collateral Agent shall provide reasonable documentation evidencing such costs and expenses. 

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

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

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

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

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

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

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

Note Guarantor. 

Section 5.3 Sale of Secured Parties Collateral. 

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

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

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

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

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

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

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

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

Collateral: 

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

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

dispose of such property, without further accountability; 

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

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

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

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

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

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

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

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

reimbursable to it; 

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

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

Secured Parties Collateral in connection with a Sale thereof; 

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

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

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

take all action necessary to effect such Sale; and 

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

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

precedent or see to the application of any monies. 

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

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

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

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

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

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

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

accordance with Section 5.2. 

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

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

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

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

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

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

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

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

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the Collateral Agent, the Purchase Money Note Guarantor or the Initial Member to exercise any 

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

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

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

any time during the continuance of a Event of Default. 

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

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

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

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

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

continuation of an Event of Default and, except as otherwise set forth in this Agreement, all other 

rights and remedies of such Grantor with respect thereto. 

ARTICLE VI 


Guaranty 


Section 6.1 Guaranty. 

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

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

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

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

otherwise) of the Secured Obligations. 

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

contrary notwithstanding, the maximum liability of each Grantor pursuant to this Ageement and 

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

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

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

Agreement). 

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

time to time may exceed the amount of the liability of such Grantor pursuant to this Agreement 

without impairing the guaranty contained in this Section 6.1 or affecting the rights and remedies 

of the Secured Parties pursuant to this Agreement. 

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

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

thereto the Debtor may be free from any Secured Obligations. 

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

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

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

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

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

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

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

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

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

Agreement until the termination of this Agyeement. 

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

Grantor shall have paid more than its proportionate share of any payment made pursuant to this 

Agreement, such Grantor shall be entitled to seek and receive contribution from and against any 

other Grantor pursuant to this Agreement that has not paid its proportionate share of such 

payment. Each Grantor's right of contribution shall be subject to the terms and conditions of 

Section 6.3. The provisions of this Section 6.2 in no respect shall limit the obligations and 

liabilities of any Grantor to the Secured Parties, and each Grantor shall remain liable to the 

Secured Parties for the full amount guarantied by such Grantor pursuant to this Agreement. 

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

pursuant to this Agyeement or any set-off or application of funds of any Grantor by the Secured 

Parties, no Grantor shall be entitled to be subrogated to any of the rights of the Secured Parties 

against the Debtor or any other Grantor or any collateral security or guaranty or right of offset 

held by any Secured Party for the payment of the Secured Obligations, nor shall any Grantor 

seek or be entitled to seek any contribution or reimbursement from the Debtor or any other 

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

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

amount shall be paid to any Grantor on account of such subrogation, contribution or 

reimbursement rights at any time when all of the Secured Obligations shall not have been paid in 

full, such amount shall constitute Asset Proceeds and shall be held by such Grantor in trust for 

the Secured Parties, segregated from other funds of such Grantor, and, immediately upon receipt 

by such Grantor, shall be deposited into the Collection Account, to be applied in accordance with 

the Priority of Payments. 

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

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

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

any demand for payment of any of the Secured Obligations made by the Collateral Agent, the 

Purchase Money Note Guarantor may be rescinded by such Person and any of the Secured 

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

for any part thereof, or any collateral security or guaranty therefor or right of offset with respect 

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

accelerated, compromised, waived, surrendered or released by the Collateral Agent or the 

Purchase Money Note Guarantor, as the case may be, and the Guaranty Agreement, the Purchase 

Money Note and the other Transaction Documents and any other documents executed and 

delivered in connection therewith may be amended, modified, supplemented or terminated, in 

whole or in part, as the Collateral Agent or the Purchase Money Note Guarantor may deem 

reasonably advisable from time to time, and any collateral security, guaranty or right of offset at 

any time held by the Collateral Agent for the payment of the Secured Obligations may be sold 

(in the case of any such collateral security), exchanged, waived, surrendered or released. The 

Collateral Agent shall not have any obligation to protect, secure, perfect or insure any Lien at 

any time held by it as security for the Secured Obligations or for the guaranty contained in this 

Article VI or any property subject thereto. 

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

notice of the creation, renewal, extension, amendment, Modification, waiver or accrual of any of 

the Secured Obligations and notice of or proof of reliance by the Collateral Agent upon the 

guaranty contained in this Article VI or acceptance of the guaranty contained in this Article VI; 

the Secured Obligations, and any of them, shall conclusively be deemed to have been created, 

contracted or incurred, or renewed, extended, amended, modified or waived, in reliance upon the 

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

3.1; and all dealings between the Debtor and any of the Grantors, on the one hand, and the 

Collateral Agent, on the other hand, likewise shall be conclusively presumed to have been had or 

consummated in reliance upon the guaranty contained in this Article VI and the grant of the 

security interests pursuant to Section 3.1. Each Grantor waives diligence, presentment, protest, 

demand for payment and notice of default or nonpayment to or upon the Debtor or any of the 

Grantors with respect to the Secured Obligations. Each Grantor understands and agrees that the 

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

3.1 shall be, and shall be construed to be, a continuing, absolute and unconditional guaranty of 

payment and performance without regard to (a) the validity or enforceability of the Guaranty 

Agreement, the Purchase Money Note or any other Transaction Document, any of the Secured 

Obligations or any other collateral security therefor or guaranty or right of offset with respect 

thereto at any time or from time to time held by the Collateral Agent, for the benefit of the 

Secured Parties, (b) any defense, set-off or counterclaim (other than a defense of payment or 

performance) which may at any time be available to or be asserted by the Debtor or any other 

Person against the Collateral Agent, or (c) any other circumstance whatsoever (with or without 

notice to or knowledge of the Debtor or such Grantor) which constitutes, or may be construed to 

constitute, an equitable or legal discharge of the Debtor for the Secured Obligations, or of such 

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

interests pursuant to Section 3.1, in bankruptcy or in any other instance. When making any 

demand pursuant to this Agreement or otherwise pursuing its rights and remedies hereunder 

against any Grantor, the Collateral Agent may, but shall be under no obligation to, make a 

similar demand on or otherwise pursue such rights and remedies as it may have against the 

Debtor, any Grantor or any other Person or against any collateral security or guaranty for the 

Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral 

Agent to make any such demand, to pursue such other rights or remedies or to collect any 

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

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

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

relieve any Grantor of any obligation or liability pursuant to this Agreement, and shall not impair 

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

Collateral Agent against any Grantor. For the purposes of this Ageement, "demand" shall 

include the commencement and continuance of any legal proceedings. 

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

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

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

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

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

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

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

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Section 6.7 Payments. Each Grantor hereby guaranties that payments pursuant to this 

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

applied in accordance with the Priority of Payments. 

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

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

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

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

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

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

circumstances or risks. 

ARTICLE VII 


Representations And Warranties 


Section 7.1 Representations and Warranties. Each Grantor hereby represents and 

warrants to the Purchase Money Note Guarantor and the Collateral Agent as of the Closing Date 

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

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

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

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

Laws and by general principles of equity; 

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

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

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

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

interest purported to be created hereby in the Secured Parties Collateral, or the exercise by the 

Collateral Agent or the Purchase Money Note Guarantor of any of its rights or remedies pursuant 

to this Agreement; 

(c) The Grantors are and will be at all times the sole and exclusive owners of, 

or otherwise have and will have rights in, the Secured Parties Collateral free and clear of any 

Lien other than Liens in favor of the Collateral Agent and other Liens expressly permitted 

pursuant to the Transaction Documents, and no effective financing statement or other instrument 

similar in effect covering all or any part of the Secured Parties Collateral (except in favor of the 

Collateral Agent) is on file in any recording or filing office; 

(d) The transactions provided for in this Ageement (i) have been duly 

authorized by all requisite limited liability company action, and (ii) do not and will not (A) 

violate (1) any applicable provision of any Law or of the certificate of formation or operating 

agreement of such Grantor, (2) any order of any Governmental Authority or arbitrator or (3) any 

material provision of any indenture or any agreement or other instrument to which such Grantor 

is a party or by which it or the Secured Parties Collateral is or may be bound, (B) be in conflict 

with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default 

pursuant to any such indenture or agreement or other instrument, (C) result in the creation or 

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imposition of any security interest in or Lien upon the Secured Parties Collateral (other than the 

security interest and Lien created thereon pursuant to this Agreement) or (D) require the consent 

of any party for the granting of the security interest created pursuant to this Agreement; 

(e) No authorization or approval or other action by, and no notice to or filing 

with, any Governmental Authority or other regulatory body, or any other Person, is required on 

the Closing Date for (i) the due execution, delivery and performance by such Grantor of this 

Agreement, (ii) the grant by such Grantor of the security interest purported to be created hereby 

in the Secured Parties Collateral or (iii) the exercise by the Collateral Agent or the Purchase 

Money Note Guarantor of any of its rights and remedies pursuant to this Agreement. No 

authorization or approval or other action by, and no notice to or filing with, any Governmental 

Authority or other regulatory body, or any other Person, is required for the perfection of the 

security interest purported to be created pursuant to this Agreement in the Secured Parties 

Collateral, except for (A) the filing of a UCC-1 financing statement properly describing the 

Secured Parties Collateral and identifying such Grantor and the Collateral Agent in the 

applicable jurisdiction required pursuant to the UCC, (B) the execution and delivery of the 

Account Control Agreements pursuant to the UCC, (C) the execution and delivery by the 

Custodian/Paying Agent of the Custodial and Paying Agency Ageement containing an 

acknowledgment by the Custodian/Paying Agent that it holds possession of the Custodial 

Documents for the Collateral Agent's benefit and (D) the taking of any action required to 

maintain continuing perfection with respect to proceeds which cannot be perfected by the filing 

of financing statements pursuant to the UCC (subclauses (A), (B), (C) and (D), each a 

"Perfection Requirement" and collectively, the "Perfection Requirements"); and 

(0 This Agreement creates a legal, valid and enforceable security interest in 

favor of the Collateral Agent, for the benefit of the Secured Parties, in the Secured Parties 

Collateral, as security for the Secured Obligations. The compliance with the Perfection 

Requirements will result in the perfection of such security interests. After compliance with the 

Perfection Requirements, such security interests, including in the case of Secured Parties 

Collateral in which such Grantor obtains rights after the Closing Date, will be perfected, first 

priority security interests. Such Perfection Requirements and all other action necessary or 

desirable to perfect and protect such security interest have been duly made or taken, except for 

the other filings and recordations and actions described in Section 7.1(e) above. 

ARTICLE VIII 


Covenants 


Section 8.1 Debtor Accounts. The Debtor shall establish and maintain with the 

Custodian/Paying Agent the Debtor Accounts (excluding the Escrow Accounts, which shall be 

established and maintained by the Servicer). 

Section 8.2 Grantor Status; Licensing. The Debtor at all times shall constitute a 

limited liability company organized pursuant to the Laws of the State of Delaware and a Single 

Purpose Entity. Each Subsidiary Grantor at all times shall be a Single Purpose Entity. As soon 

as reasonably practical after the Closing Date, the Debtor (on its own behalf or, if applicable, on 

behalf of the Ownership Entities that hold Acquired Property) shall apply for and thereafter use 

its reasonable best efforts to obtain as quickly as possible, and maintain, all such licenses as are 

RA DC/CA DC Venture 2010-2 23 

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required to conduct its business, including qualifications to conduct business in jurisdictions 

other than Delaware and licenses to purchase, own or service the Assets and, if applicable, 

operate, manage, lease and dispose of Acquired Property, if the failure to so obtain such licenses 

reasonably would be expected to result in the imposition of fines, penalties or other liabilities on 

the Debtor, claims and defenses being asserted against the Debtor (including counterclaims and 

defense asserted by Borrowers) or materially adversely affect the Debtor or the Debtor's ability 

to foreclose on the Collateral securing or otherwise realize the full value of any Asset. 

Section 8.3 LLC Operating Agreement. The Debtor (a) at all times shall have in effect 

and be subject to the LLC Operating Agreement, (b) except as is otherwise expressly permitted 

therein, shall not amend or modify in any material respect the LLC Operating Agreement 

without the prior written approval of the Purchase Money Note Guarantor and (c) shall not enter 

into or allow itself to become subject to any other constituent documents inconsistent with any 

terms of the LLC Operating Agreement. 

Section 8.4 Custodian/Paying Agent. The Debtor shall retain the Custodian/Paying 

Agent and shall enter into and at all times be a party to a Custodial and Paying Agency 

Agreement with the Custodian/Paying Agent. The Custodian/Paying Agent at all times shall 

have custody and possession of the Notes and other Custodial Documents to the extent required 

pursuant to the Custodial and Paying Agency Ageement. At no time shall the Debtor have more 

than one Custodian/Paying Agent. The fees and expenses paid to the Custodian/Paying Agent 

shall be no more than market rates and the Custodian/Paying Agent shall be terminable by the 

Controlling Party upon no more than thirty (30) days notice without cause thereunder. In the 

event that the Debtor (or any Servicer or Subservicer) removes any Notes or other Custodial 

Documents from the possession of the Custodian/Paying Agent (which shall be done only in 

accordance with the Custodial and Paying Agency Agreement), (a) any loss or destruction of or 

damage to such Notes or Custodial Documents shall be the liability of the Debtor (who, along 

with the Servicer and any Subservicer, shall be responsible for safeguarding such Notes and 

Custodial Documents), and (b) such Notes shall be returned to the Custodian/Paying Agent 

within the time provided pursuant to the UCC to maintain the Collateral Agent's perfection 

thereof by possession. If any Notes or other Custodial Documents are removed in Connection 

with the Modification or restructuring of an Asset, the modified or restructured Notes and other 

Custodial Documents removed in connection therewith shall be returned to the Custodian/Paying 

Agent as soon as is possible following the completion of the restructuring or Modification (and, 

in any event, in accordance with clause (b) of the immediately preceding sentence). The Debtor 

shall ensure that the Purchase Money Note Guarantor receives a copy of each demand, notice or 

other communication given pursuant to the Custodial and Paying Agency Agreement at the time 

that such notice or other communication is given thereunder. 

Section 8.5 Compliance with Law. Each Grantor at all times shall comply with 

applicable Law in connection with the performance of its obligations pursuant to this Agreement. 

Section 8.6 Servicer. The Debtor at all times shall cause the Servicing Obligations to 

be performed by a Servicer or a Subservicer, each of which shall be a Qualified Servicer. 

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Section 8.7 Certain Restrictions. The Debtor shall not: 

(a) at any time, without limiting its obligation to constitute a Single Purpose 

Entity, incur any Indebtedness (other than Indebtedness evidenced by the Purchase Money Note 

and pursuant to this Ageement, Indebtedness in respect of Excess Working Capital Advances 

and Indebtedness in respect of Discretionary Funding Advances); 

(b) dissolve or liquidate at any time prior to such time as the Debtor makes the 

Final Distribution and this Agreement is terminated; 

(c) (i) file a voluntary petition for bankruptcy, (ii) file a petition or 

answer seeking any reorganization, arrangement, composition, readjustment, liquidation, 

dissolution or similar relief under any Law, (iii) make an assignment for the benefit of creditors, 

(iv) seek, consent to or acquiesce in the appointment of a trustee, receiver or liquidator for all or 

any substantial part of its properties, (v) file an answer or other pleading admitting or failing to 

contest the material allegations of (A) a petition filed against it in any proceeding described in 

clause (i) through (iv) or (B) any order adjudging it bankrupt or insolvent or for relief against it 

in any bankruptcy or insolvency proceeding or (vi) allow itself to become unable to pay its 

obligations as they become due or allow the sum of its debts to be greater than the value of all of 

its property, at a fair valuation; or 

(d) place or permit (voluntarily or involuntarily) any Lien to be placed on any 

of the Secured Parties Collateral (other than the security interest fganted to Collateral Agent 

hereunder and Liens expressly permitted pursuant to the Transaction Documents), and shall not 

take any action to interfere with the Collateral Agent's rights as a secured party with respect to 

the Secured Parties Collateral. 

Section 8.8 Change in Jurisdiction, Name, Location or Identity. Each Grantor agrees 

to provide the Collateral Agent with not less than ten days' prior written notice of any change (a) 

in the jurisdiction in which it is organized, (b) in its company name, (c) in the location of its 

principal place of business or (d) in its federal taxpayer identification number. Each Grantor 

agrees not to effect or permit any change referred to in the preceding sentence unless all filings 

have been made pursuant to the UCC or otherwise that are required in order for the Collateral 

Agent, following such change, to continue to have a valid, legal and perfected first priority 

security interest in the Secured Parties Collateral to the extent a security interest therein may be 

perfected by filing pursuant to the UCC. 

Section 8.9 Payment of Principal on Purchase Money Note; Reimbursement of 

Collateral Agent. The Debtor will duly and punctually pay, or cause the Custodian/Paying Agent 

to pay, the principal of, and interest (if any) on, the Purchase Money Note in accordance with the 

terms of the Purchase Money Note, this Agreement and the Custodial and Paying Agency 

Agreement, and from moneys on deposit in the Defeasance Account. On each Distribution Date, 

the Debtor will direct the Custodian/Paying Agent to distribute amounts on deposit in the 

Distribution Account to the Collateral Agent in payment of any amounts owed by the Debtor to 

the Purchase Money Note Guarantor or the Collateral Agent pursuant to this Agreement, subject 

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

Agreement and the other terms thereof 

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Section 8.10 Protection of Secured Parties Collateral; Further Assurances. From time 

to time, at its cost and expense, each Grantor promptly shall execute and deliver all further 

instruments and documents, and take all further action, that may be necessary, or that the 

Collateral Agent reasonably may request, in order to perfect, to ensure the continued perfection 

of and to protect the assignment and security interest granted or intended to be granted hereby or 

to enable the Collateral Agent to exercise and enforce its rights and remedies pursuant to this 

Agreement with respect to any Secured Parties Collateral. 

Section 8.11 Guaranties and Mortgages. If any Ownership Entity acquires any 

Acquired REO Property, then, the Debtor shall comply with the requirements set forth in the 

RADC/CADC Venture 2010-2 Structured Transaction Checklist for Acquired Properties 

attached hereto as Exhibit B (the "REO Checklist") and within fifteen (15) Business Days after 

(i) the foreclosure, conveyance in lieu of foreclosure or other event that resulted in such property 

becoming Acquired REO Property or (ii) for Company Acquired Property, within thirty (30) 

days after the Closing Date, the Debtor promptly shall cause such Ownership Entity to execute 

and deliver to the Collateral Agent or its designee (in addition to the Joinder Agreement provided 

for in Section 8.12) an REO Mortgage substantially in the form attached as Tab 1 or Tab 2 to the 

REO Checklist, as applicable, and an Assignment of Leases and Rents substantially in the form 

attached as Tab 3 to the REO Checklist, each with respect to such Acquired REO Property in 

favor of the Collateral Agent or its designee for the benefit of the Secured Parties (which REO 

Mortgage shall (a) secure all of the Secured Obligations (or, in jurisdictions with a mortgage 

recording Tax that would be payable on the full amount of the Secured Obligations, an amount 

equal to 105% of the Total Asset Valuation of the Asset to which such Acquired REO Property 

relates), (b) provide for a Release Price (or, in the case of Acquired REO Property consisting of 

condominiums or cooperative units or separate land parcels, release prices for individual units or 

parcels) based on the Business Plan or otherwise satisfactory to the Collateral Agent and (c) shall 

contain such other customary provisions (in addition to those included in the Asset Documents) 

as the Collateral Agent shall require in light of the particular nature or characteristics of such 

Acquired REO Property). Such REO Mortgage shall be accompanied by such related 

documentation and deliveries as the Collateral Agent reasonably may request, each in form and 

substance satisfactory to the Collateral Agent, including, without limitation, the REO Collateral 

Documents. Such REO Mortgage shall be duly recorded or filed in such manner and in such 

places as are required by applicable Law to establish, perfect, preserve and protect the Liens in 

favor of the Collateral Agent granted pursuant to such REO Mortgage, and all Taxes, fees and 

other charges payable in connection therewith shall be paid in full. The cost of preparing, 

negotiating and recording such REO Mortgage (including mortgage recording Taxes) and the 

costs associated with such additional documentation and deliverables shall be Servicing 

Expenses. Notwithstanding anything to the contrary contained in the foregoing, with respect to 

the Acquired REO Property (I) acquired on the date hereof, the Debtor shall deliver (and/or shall 

cause the applicable Ownership Entity to deliver) to the Collateral Agent or its designee the REO 

Collateral Documents and other items required to be delivered pursuant to this Section 8.11 

within thirty (30) days after the Closing Date or (II) acquired on any date after the Closing*Date, 

the Debtor shall deliver (and/or shall cause the applicable Ownership Entity to deliver) to the 

Collateral Agent or its designee the REO Collateral Documents and other items required to be 

delivered pursuant to this Section 8.11 (x) within ten (10) days following the execution and 

delivery of such instrument or (y) within ten (10) days following receipt of any other REO 

Collateral Documents or other items. 

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Section 8.12 Additional Grantors. If the Debtor shall form or otherwise acquire or have 

any Subsidiary, the Debtor shall cause such Subsidiary to become a Subsidiary Grantor pursuant 

to this Agreement, such Subsidiary shall execute and deliver to the Collateral Agent a Joinder 

Agreement substantially in the form of Exhibit A, which Joinder Agreement will be enforceable 

against such Subsidiary whether or not formally acknowledged or accepted by the Purchase 

Money Note Guarantor, the Collateral Agent or the Initial Member, and shall thereafter for all 

purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party 

hereto on the Closing Date. Each Grantor expressly agrees that its obligations arising hereunder 

shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor 

by any election of the Collateral Agent not to cause any Subsidiary of the Debtor to become a 

Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes 

a party hereto regardless of whether any other Person becomes or fails to become or ceases to be 

a Grantor hereunder. 

Section 8.13 Transaction with Affiliates. No Grantor shall enter into any transaction 

with any Affiliate, except as expressly permitted pursuant to Section 3.5 of the LLC Operating 

Ageement, without the prior written consent of the Collateral Agent. 

Section 8.14 Books and Records; ReportsCertifications; Audits. 

(a) Maintenance of Books and Records. The Debtor shall cause to be kept 

and maintained (including by the Servicer and any Ownership Entity and including records 

transferred by the Receiver to the Debtor in connection with its conveyance of the Assets to the 

Debtor pursuant to the Contribution Agreement), at all times, at the Debtor's chief executive 

office, a complete and accurate set of files, books and records regarding the Collateral, the 

Secured Parties Collateral and the Assets and the Debtor's, any Ownership Entity's and the 

Collateral Agent's interests in the Collateral, the Secured Parties Collateral and the Assets, 

including records relating to the Debtor Accounts and the disbursement of all Asset Proceeds. 

This obligation to maintain a complete and accurate set of records shall encompass all files in the 

Debtor's custody, possession or control pertaining to the Collateral, the Secured Parties 

Collateral and the Assets, including (except as required to be held by the Custodian/Paying agent 

pursuant to the Custodial and Paying Agency Agreement) all original and other documentation 

pertaining to the Collateral, the Secured Parties Collateral and the Assets, all documentation 

relating to items of income and expense pertaining to the Collateral, the Secured Parties 

Collateral and the Assets and all of the Debtor's (and the Servicer's and each Subservicer's) 

internal memoranda pertaining thereto. The books of account shall be maintained in a manner 

that provides sufficient assurance that: (i) transactions of the Debtor are executed in accordance 

with the general or specific authorization of the Manager consistent with the provisions of the 

LLC Operating Ageement and the other Transaction Documents; and (ii) transactions of the 

Debtor are recorded in such form and manner as will (A) permit preparation of federal, state and 

local income and franchise Tax returns and information returns in accordance with the LLC 

Operating Agreement and the other Transaction Documents and as required by Law; (B) permit 

preparation of the Debtor's financial statements in accordance with GAAP and as otherwise set 

forth in the LLC Operating Agreement and the other Transaction Documents; and (C) maintain 

accountability for the Debtor's assets. 

RADCCADC Venture 2010-2 27 

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(b) Retention of Books and Records. The Debtor shall cause all such books 

and records to be maintained and retained until the date that is the later of ten (10) years after the 

Closing Date or three (3) years after the date on which the Final Distribution is made. All such 

books and records shall be available during such period for inspection by the Collateral Agent, 

the Purchase Money Note Guarantor or their respective representatives (including any 

Governmental Authority) and agents at the chief executive office of the Debtor at all reasonable 

times during business hours on any Business Day (or, in the case of any such inspection after the 

term hereof, at such other location as is provided by notice to the Collateral Agent and the 

Purchase Money Note Guarantor), in each instance upon not less than two (2) Business Days' 

prior notice to the Debtor unless an Event of Default shall have occurred and be continuing, in 

which case no notice is required. Upon request by the Collateral Agent, or the Purchase Money 

Note Guarantor the Debtor, at the sole cost and expense of the Collateral Agent or the Purchase 

Money Note Guarantor, as the case may be, promptly shall send copies (the number of copies of 

which shall be reasonable) of such books and records to the Collateral Agent or the Purchase 

Money Note Guarantor. The Debtor shall provide the Collateral Agent and the Purchase Money 

Note Guarantor with reasonable advance notice of the Debtor's intention to destroy or dispose of 

any documents or files relating to the Assets and, upon the request of the Collateral Agent or the 

Purchase Money Note Guarantor shall allow such Person, at its own expense, to recover the 

same from the Debtor. 

(c) Reporting. 

As soon as practicable following, but no later than ninety (90) days 

immediately after, the end of each Fiscal Year (commencing with respect to the 2011 Fiscal 

Year), the Debtor shall deliver, subject to the provisions of subsection (h) below, to each of the 

Initial Member, the Collateral Agent and the Purchase Money Note Guarantor an audited 

consolidated balance sheet of the Debtor and its Subsidiaries as at the end of such Fiscal Year, 

and audited consolidated statements of operations and cash flow of the Debtor and its 

Subsidiaries for such Fiscal Year, each prepared in accordance with GAAP and accompanied by 

the Accountants' report thereon, which shall be certified in the customary manner by the 

Accountants. 

(ii) As soon as practicable following, but no later than forty-five (45) 

days immediately after, the end of each quarter of each Fiscal Year (other than the last quarter of 

such Fiscal Year, and commencing with the calendar quarter ending on or about June 30, 2011), 

the Debtor shall deliver, subject to the provisions of subsection (h) below, to the Initial Member, 

the Collateral Agent and the Purchase Money Note Guarantor an unaudited consolidated balance 

sheet of the Debtor and its Subsidiaries as at the end of such calendar quarter and an unaudited 

consolidated statements of operations and cash flow of the Debtor and its Subsidiaries for such 

calendar quarter (and, for the first such report, also covering the period from the Closing Date 

through the end of such calendar quarter), each prepared in accordance with GAAP. 

(iii) The Debtor shall cause to be delivered, subject to the provisions of 

subsection (h) below, to the Initial Member, the Collateral Agent and the Purchase Money Note 

Guarantor such information as is specified in Exhibit B of the LLC Operating Agreement and 

such other information relating to the Assets, the Secured Parties Collateral, the Debtor, the 

Servicers and any Subservicers as the Initial Member, the Collateral Agent or the Purchase 

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Money Note Guarantor may reasonably request from time to time and, in any case, shall ensure 

that the Initial Member, the Collateral Agent and the Purchase Money Note Guarantor are 

promptly advised, in writing, of any matter of which the Manager, any Servicer or any 

Subservicer becomes aware relating to the Assets, the Secured Parties Collateral, the Collection 

Account, the Escrow Accounts, the Working Capital Reserve Account, the Defeasance Account, 

or any Borrower or Obligor that materially and adversely affects the interests of the Initial 

Member, the Collateral Agent, the Purchase Money Note Guarantor or of any Secured Party 

pursuant to this Agreement. In addition to such other reports as are required to be provided 

under this Agreement, the Debtor (x) shall cause to be delivered to the Initial Member, the 

Collateral Agent and the Purchase Money Note Guarantor such information relating to 

compliance by the Private Owner with the requirements of clause (v) of Section 10.1(a) of the 

LLC Operating Agreement, as the Initial Member, the Collateral Agent or the Purchase Money 

Note Guarantor may reasonably request from time to time and, (y) in any case, shall (in good 

faith) immediately advise, in writing, the Initial Member, the Collateral Agent and the Purchase 

Money Note Guarantor of (i) any capital contribution to the Private Owner under a Qualifying 

Letter of Credit or the Private Owner Control Account or (ii) any failure or cessation of the 

Private Owner to satisfy the requirements of clause (v) of Section 10.1(a) of the LLC Operating 

Agreement, provided that any failure of the Debtor to so provide such immediate notice under 

this clause (y) shall not be deemed a breach of this Agreement so long as the relevant 

information with respect thereto is included in the applicable Monthly Report for the period 

including the date on which such capital contribution or failure occurred (so long as such 

Monthly Report is timely delivered in accordance herewith). 

(d) Monthly Reports. The Debtor shall cause to be furnished to each of the 

Initial Member, the Collateral Agent and the Purchase Money Note Guarantor on or prior to the 

day which is five (5) Business Days prior to the Distribution Date for each month, commencing 

on the Distribution Date following the calendar month in which the Closing Date occurs the 

Monthly Report (in the form set forth in Exhibit B of the LLC Operating Agreement) with 

respect to the relevant Due Period, which Monthly Report shall include the Distribution Date 

Report specifying the amounts and recipients of all funds to be distributed by the Paying Agent 

on such Distribution Date. With respect to each Interim Servicing Period, the Initial Member 

agrees that it will cooperate with the Debtor in preparing the Monthly Report or will provide to 

the Debtor information needed to enable the Debtor to prepare the Monthly Report. Each of the 

Monthly Report and the Distribution Date Report shall be certified by the chief financial officer 

(or an equivalent officer) of the Manager. The Monthly Report also shall include a certification 

of the Manager that all withdrawals by the Manager from the Collection Account during such 

Due Period were made in accordance with the terms of this Agreement and the Custodial and 

Paying Agency Agreement. For the Distribution Date immediately preceding the Maturity Date, 

the Debtor shall also deliver to the Initial Member and the Purchase Money Note Guarantor the 

Maturity Date Report. The Debtor also shall cause to be furnished to each of the Initial Member, 

the Collateral Agent and the Purchase Money Note Guarantor the Custodian and Paying Agent 

Report in accordance with the terms of the Custodial and Paying Agency Agreement. 

(e) Annual Compliance Certificates. The Debtor shall, and shall cause the 

Servicer and any Subservicer to deliver to the Initial Member, the Collateral Agent and the 

Purchase Money Note Guarantor on or before March 15 of each year, commencing in the year 

2012, an officer's certificate stating, as to the signer thereof, that (i) a review of such party's 

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activities during the preceding calendar year (or portion thereof) and of its performance pursuant 

to this Agreement (or, as applicable, the Servicing Agreement or any Subservicing Agreement) 

has been made under such officer's supervision, and (ii) to the best of such officer's knowledge 

and belief, based on such review, such party has fulfilled all of its obligations pursuant to this 

Agreement (or, as applicable, the Servicing Agreement or any Subservicing Ageement) in all 

material respects throughout such year or portion thereof or, if there has been a failure to fulfill 

any such obligation in any material respect, specifying each such failure and the nature and status 

thereof. The first such officer's certificate shall cover, with respect to any Asset, the period 

commencing on the Closing Date (and with respect to each Asset, including relevant information 

with respect thereto for the period commencing on the Servicing Transfer Date for such Asset) 

and continuing through the end of the 2011 calendar year. In the event the Servicer or any 

Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a 

year, such party shall provide an officer's certificate pursuant to this Section 8.14(e) with respect 

to such portion of the year. 

(0 Annual Compliance Report. On or before March 15 of each year, 

commencing in the year 2012, the Debtor shall cause the Servicer and any Subservicer, at its 

own expense or the expense of the Manager, to provide to the Initial Member, the Collateral 

Agent and the Purchase Money Note Guarantor the annual reports (including the independent 

accountant report) for the prior Fiscal Year (or other applicable period as set forth below) 

required under Section 1122 of Regulation AB (regardless of whether any such requirements 

apply, by their terms, only to companies registered or required to file reports with the Securities 

and Exchange Commission) with respect to the relevant servicing criteria provisions of Section 

1122 (d)(1) of Regulation AB that are applicable to the servicing being conducted under the LLC 

Operating Agreement (and the Servicing Agreement). The first such reports shall cover the 

period commencing on the Closing Date (and for each Asset, covering the period from the 

applicable Servicing Transfer Date) and continuing through the end of the 2011 Fiscal Year. 

(g) Audits. Until the later of the date that is ten (10) years after the Closing 

Date or the date that is three (3) years after the Final Distribution, the Debtor shall, and shall 

cause the Servicer and any Subservicer to, (i) provide any representative of the Initial Member, 

the Collateral Agent or the Purchase Money Note Guarantor (including any Governmental 

Authority), during normal business hours and on reasonable notice, with access to all of the 

books of account, reports and records relating to the Collateral, the Secured Parties Collateral, 

the Servicing Obligations, the Debtor Accounts or any other matters relating to this Agreement 

or the rights or obligations pursuant to this Agreement or the other Transaction Documents, (ii) 

permit such representatives to make copies of and extracts from the same, (iii) allow the Initial 

Member, the Collateral Agent or the Purchase Money Note Guarantor to cause such books to be 

audited by accountants selected by the Initial Member, the Collateral Agent or the Purchase 

Money Note Guarantor and (iv) allow representatives of the Initial Member, the Collateral Agent 

or the Purchase Money Note Guarantor to discuss Debtor's and the Servicer's or Subservicer's 

affairs, finances and accounts, as they relate to the Collateral, the Secured Parties Collateral and 

the Assets, the Servicing Obligations, the Debtor Accounts or any other matters relating to this 

Agreement, the Secured Obligations or the rights or obligations pursuant to this Agreement, with 

its officers, directors, employees, accountants (and by this provision the Debtor hereby 

authorizes such accountants to discuss such affairs, finances and accounts with such 

representatives), the Servicer, any Subservicer, and attorneys. Any expense incurred by the 

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Initial Member, the Collateral Agent or the Purchase Money Note Guarantor and any reasonable 

out-of-pocket expense incurred by the Debtor in connection with the exercise by the Initial 

Member, the Collateral Agent or the Purchase Money Note Guarantor of its rights in this Section 

8.14(g) shall be borne by such party; provided, however, that any expense incident to the 

exercise by the Initial Member, the Collateral Agent or the Purchase Money Note Guarantor of 

its rights pursuant to this Section 8.14(g) as a result of or during the continuance of an Event of 

Default shall be borne in all cases by the Private Owner (except to the extent such Event of 

Default is attributable exclusively to a Manager having been appointed by the Initial Member 

following removal of the Private Owner in such capacity, or to any applicable Servicer (and any 

Subservicers) having been engaged by the Initial Member, the Debtor or the applicable 

replacement Manager following such removal of the Private Owner as the Manager, in each case 

that is not an Affiliate of the Private Owner). 

(h) No Duplicate Reports. Notwithstanding any provision in subsections (c) through 

(f) above to the contrary, the Debtor (i) shall not be required to deliver duplicate copies of the 

reports as described in such subsections to the Receiver, so long as the Receiver is acting in its 

capacity as the Collateral Agent and the Initial Member and (ii) shall only be required to deliver 

one copy of each such reports addressed to the Receiver with a notation on the envelope that 

such reports is being delivered to the Receiver in its capacity as the Collateral Agent and/or also 

in its capacity as the Initial Member, as applicable. 

Section 8.15 Insurance. 

(a) The Debtor shall cause insurance coverage to be maintained for the 

Collateral and the Acquired Property from an insurer (unless provided for in the then-applicable 

Business Plan) reasonably acceptable to the Purchase Money Note Guarantor for any Asset with 

respect to which the Borrower has failed to maintain required fire, hurricane, flood and hazard 

insurance with extended coverage as is customary in the area in which the Collateral or Acquired 

Property is located and in such amounts and with such deductibles as, from time to time, are 

approved by the Purchase Money Note Guarantor (unless provided for in the then-applicable 

Business Plan). 

(b) All such insurance shall (i) provide that no cancellation, material reduction 

in amount or material change in coverage thereof shall be effective until at least thirty (30) days 

after receipt by the Collateral Agent of written notice thereof, (ii) with respect to any policy 

insuring a Grantor or Collateral, name the Collateral Agent as additional insured on behalf of the 

Secured Parties (in the case of liability insurance) or loss payee (in the case of property 

insurance). 

Section 8.16 Recovery of Expenses; Interest. The Debtor shall cause commercially 

reasonable efforts to be used to recover from Borrowers and Obligors those Servicing Expenses 

that such Borrowers or Obligors are obligated, to pay. No Servicing Expenses shall bear interest 

chargeable in any way to the Collateral Agent or the Purchase Money Note Guarantor. 

Section 8.17 Debtor's Duty To Advise Collateral Agent and Purchase Money Note 

Guarantor; Delivery of Certain Notices. In addition to such other reports and access to records 

and reports as are required to be provided to the Collateral Agent or the Purchase Money Note 

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Guarantor pursuant to this Agreement, the Debtor shall cause to be delivered to the Collateral 

Agent or the Purchase Money Note Guarantor such information relating to the Assets, the 

Collateral, the Secured Parties Collateral, the Debtor, the Servicer and any Subservicer as the 

Collateral Agent or the Purchase Money Note Guarantor reasonably may request from time to 

time and, in any case, shall ensure that the Collateral Agent and the Purchase Money Note 

Guarantor are promptly advised, in writing, of any matter of which the Debtor, the Servicer or 

any Subservicer becomes aware relating to the Assets, the Collateral, the Secured Parties 

Collateral, the Debtor Accounts or any Borrower or Obligor that materially and adversely affects 

the interests of the Collateral Agent or the Purchase Money Note Guarantor pursuant to this 

Agreement. Without limiting the generality of the foregoing, the Debtor shall cause to be 

delivered to the Collateral Agent and the Purchase Money Note Guarantor information indicating 

any possible Environmental Hazards with respect to any Collateral or any Secured Parties 

Collateral and any notice or report provided to the Debtor or the Manager pursuant to Section 5.5 

of the Servicing Ageement as in effect on the Closing Date. To the extent the Collateral Agent 

requests information that is dependent upon obtaining such information from a Borrower, 

Obligor or other third party, the Debtor shall cause to be made commercially reasonable efforts 

to obtain such information but it shall not be a breach by the Debtor of this Agyeement if the 

Debtor fails to cause such information to be provided to the Collateral Agent because a 

Borrower, Obligor or other Person (other than the Servicer or any Subservicer) has failed to 

provide such information after such efforts have been made. 

Section 8.18 Administration of Acquired REO Properties. Notwithstanding any other 

provision of this Agreement to the contrary, in operating, managing, leasing or disposing of any 

Acquired REO Property, the Debtor and the Manager shall act in the best interests of the Debtor 

and the Members and creditors of the Debtor (including the FDIC in its various capacities) in 

accordance with the Servicing Standards pursuant to the LLC Operating Agyeement, in 

accordance with the specific provisions of the LLC Operating Agreement relating to REO 

Properties and in general conformance with the Business Plan. The Debtor shall furnish to the 

Collateral Agent suCh reports regarding the operation, management, leasing or disposition of any 

Acquired REO Property as the Collateral Agent reasonably shall request. 

Section 8.19 Payment of Purchase Money Note Issuance/Guaranty Fee. 

(a) In consideration of the Purchase Money Note Guarantor agreeing to act as 

the agent of the Holder of the Purchase Money Note and to guaranty certain obligations of 

Debtor pursuant to the Purchase Money Note in accordance with the Guaranty Agreement, the 

Receiver, for and on behalf of Debtor, shall pay to the Purchase Money Note Guarantor on the 

Closing Date a fee equal to 4.0% of the original principal amount of the Purchase Money Note 

(the "Purchase Money Note Issuance/Guaranty Fee"). To effect reimbursement and 

repayment of the Purchase Money Note Issuance/Guaranty Fee to the Receiver, the Purchase 

Money Note Issuance/Guaranty Fee will be added to the principal amount of the Purchase 

Money Note. 

(b) Notwithstanding any provision of this Agreement or in the other 

Transactions Documents, no additional Purchase Money Note Issuance/Guaranty Fee shall be 

due upon the implementation of the guaranty pursuant to the Guaranty Agreement. 

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ARTICLE IX 


Required Consent; Limits Liability 


Section 9.1 Required Consents; Limits Liability. Notwithstanding anything to the 

contrary contained in this Ageement (other than the last sentence of this Section 9.1), the Debtor 

shall not permit to be taken any action enumerated in Section 6.1 of the Servicing Agreement, 

any action described in the LLC Operating Agreement as requiring the consent of the Required 

Consenting Parties, as applicable (including but not limited to the actions enumerated in Sections 

3.4, 5.4, 5.5 and, 8.1, 8.2, 12.14, 12.18 and 12.20 of the LLC Operating Agreement) or any 

action enumerated below without the prior written consent of the Required Consenting Parties, 

which consent may be withheld or conditioned in each such party's sole and absolute discretion: 

(a) any sale, assignment, transfer, pledge, hypothecation or other 

encumbrance or disposition, either directly or indirectly (each a "Transfer") of the Private 

Owner Interest; provided that any such Transfer must be of all (and not less than all) of the 

Private Owner Interest; provided, further, any indirect Transfer of the Private Owner Interest is 

permitted as long as such indirect Transfer does not result in a Change of Control; 

(b) any financing of the Sale or Transfer with respect to any of the Assets; 

(c) any Transfer of any Asset that provides for any recourse against the Initial 

Member, the Purchase Money Note Guarantor or the Receiver; 

(d) any disbursement of amounts from the Working Capital Reserve Account 

other than to fund Working Capital Expenses and Substantially Complete Vertical Development; 

(e) any disbursement of any funds in the Collection Account or the 

Distribution Account, except as expressly contemplated by the Transaction Documents; 

(0 any advances of additional funds that would increase the Unpaid Principal 

Balance of any of the Assets, other than through capitalizing accrued and unpaid interest and 

Servicing Expenses permitted under the Transaction Documents and through Required Funding 

Draws or funding of Substantially Complete Vertical Development; 

(g) reimbursement for any expense or cost incurred (or paid) to any Affiliate 

of any of the Private Owner, the Debtor, the Servicer or any Subservicer, except as permitted 

pursuant to the Transaction Documents; 

(h) any amendment or Modification to, or waiver of, any terms of the LLC 

Operating Ageement that relate to the trimmer in which the Servicer services the Assets, 

including, without limitation, the Servicing Obligations and the Servicing Standard; 

(i) the replacement of the Servicer; 

the payment of any fees to, or entering into any transaction with, any 

Affiliate of the Debtor or the Private Owner or the Servicer or any Subservicer, except as 

expressly contemplated by the Transaction Documents; 

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(k) any amendment to, Modification to or change in any material respect, or 

provide a material waiver of any provision of, the Organization Documents of the Debtor; 

(1) any Change of Control; 

(m) the incurrence, creation or assumption of any Indebtedness other than in 

respect of the Purchase Money Note, this Agreement, the Discretionary Funding Advances and 

Excess Working Capital Advances. 

Notwithstanding the foregoing, the Debtor may permit to be taken any action enumerated 

in Section 6.1(g) of the Servicing Agreement without the consent of the Required Consenting 

Parties. 

Section 9.2 Limitation of Liability. 

(a) Liability Generally. Neither the Collateral Agent, the Purchase Money 

Note Guarantor nor any other Secured Party nor any of their respective Affiliates, nor any of 

their respective officers, directors, employees, partners, principals or agents, including the 

Servicer and any Subservicer when acting as an agent of any of the foregoing, shall be liable for 

any action taken or omitted to be taken by them or any one of them under this Agreement or in 

connection with any Secured Parties Collateral or any portion thereof, except that this sentence 

shall not apply to any act or omission constituting gross negligence, bad faith or willful 

misconduct (including any act or omission constituting theft, embezzlement, breach of trust or 

violation of any Law). In the event the Collateral Agent, the Purchase Money Note Guarantor, 

or any Secured Party exercises its rights pursuant to Article V of this Agreement, none of the 

Collateral Agent, the Purchase Money Note Guarantor, or any Secured Party, nor any of their 

respective Affiliates, nor any of their respective officers, directors, employees, partners, 

principals or agents, including the Servicer and any Subservicer when acting as an agent of any 

of the foregoing, shall be liable for any action taken or omitted to be taken by them or any one of 

them pursuant to this Agreement or in connection with any Secured Parties Collateral or any 

portion thereof, except that this sentence shall not apply to any act or omission constituting 

willful misconduct. 

(b) Reliance on Notices, etc. None of the Debtor, the Collateral Agent or the 

Purchase Money Note Guarantor shall incur any liability to the other by acting in good faith 

upon any notice, consent, certificate or other instrument or writing (including telegram, cable, 

telex or telecopy) that is reasonably believed by the Debtor, the Collateral Agent or the Purchase 

Money Note Guarantor, as applicable, to be genuine and to have been signed or sent by the 

proper party and that on its face is properly executed. 

(c) No Consequential Damages. Regardless of the legal theory upon which 

any claim by or. against the Debtor or the Collateral Agent or the Purchase Money Note 

Guarantor is based, including any claim based on contract, tort, strict liability or fraud, none of 

the Collateral Agent, the Purchase Money Note Guarantor or the Debtor shall be liable for, or 

may recover from the other, any amounts other than actual losses, costs and expenses (including 

reasonable attorneys' fees and litigation and similar costs to pursue such recovery) incurred by 

the party asserting the claim. Without limiting the foregoing, neither party shall be liable for, or 

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13312134.2 
entitled to recover from the other party, any consequential, special, indirect, punitive, treble, 

nominal or exemplary damages, business interruption costs or expenses, or damages for lost 

profits, operating losses or lost investment opportunity (regardless of whether any such damages 

are characterized as direct or indirect), each of which is and all of which are hereby excluded by 

agreement of the Collateral Agent, the Purchase Money Note Guarantor and the Debtor, 

regardless of whether the party against whom such damages may be claimed has been advised of 

the possibility of any such damages, unless (in each case) such losses are incurred by the party 

asserting the claim as a direct result of a claim asserted against such party by a third party. For 

purposes of this Section 9.2, the following claims shall not constitute claims asserted by a third 

party: (i) with respect to the Debtor, any claims asserted by (A) the Servicer or any Subservicer, 

(B) any Affiliate of the Debtor, the Servicer or any Subservicer and (C) any officer, director, 

employee, partner, principal or agent of the Debtor or the Servicer or any Subservicer, or any 

Affiliate of the Debtor, the Servicer or any Subservicer; and (ii) with respect to Collateral Agent, 

any claims asserted by any Affiliate or officer, director, employee, partner, principal or agent of 

the Collateral Agent, the Purchase Money Note Guarantor or any Affiliate of any of them. 

ARTICLE X 


Release of Secured Parties Collateral 


The Purchase Money Note Guarantor hereby authorizes the Collateral Agent to, and 

Collateral Agent agrees that it shall, release its Lien on any Secured Parties Collateral, solely to 

the extent necessary, (a) upon a final, nonappealable order of a court of competent jurisdiction 

permitting or directing disposition thereof, (b) upon payment of any Asset in full and satisfaction 

in full of all of the secured obligations with respect to an Asset or upon receipt of a discounted 

payoff as payment in full of an Asset, (c) as is necessary in connection with the foreclosure on a 

Mortgaged Property, acceptance of a deed in lieu thereof or Modification or restructuring of the 

terms thereof or (d) in connection with the Debtor's sale of an Asset or any Collateral to the 

extent permitted under the Transaction Documents, provided, that the proceeds of such sale or 

disposition are applied in accordance with the priority of payments set forth in Section 5.1 of the 

Custodial and Paying Agency Agreement and the other terms thereof. 

ARTICLE XI 


Liquidation of Assets 


Section 11.1 Rights to Liquidate Assets and Secured Parties Collateral. Each of the 

Initial Member and, so long as any Purchase Money Note is outstanding and not fully 

discharged, the Purchase Money Note Guarantor shall have the right, exercisable in its sole and 

absolute discretion, to require the liquidation and sale, for cash consideration, of any remaining 

Assets or other Secured Parties Collateral held by Debtor or any Ownership Entity at any time 

after the earlier to occur of (a) the seventh anniversary of the Closing Date or (b) the date on 

which the then Unpaid Principal Balance is ten percent (10%) or less of the Unpaid Principal 

Balance as of the Cut-Off Date as set forth on the Asset Schedule. 

Section 11.2 Exercise of Rights to Liquidate Assets and Secured Parties Collateral. In 

order to exercise its rights under Section 11.1, the Initial Member or, (a) if the Guaranty Notice is 

provided as set forth in the Guaranty Agreement, then until the repayment in full of and the 

discharge of the Purchase Money Note (and the satisfaction of the reimbursement obligation to 

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13312134.2 
the Purchase Money Note Guarantor on account of any Guaranty Payment), the Receiver or (b) if 

the Guaranty Notice is not provided as set forth in the Guaranty Agreement or after the 

repayment in full of and the discharge of the Purchase Money Note (and the satisfaction of the 

reimbursement obligations to the Purchase Money Note Guarantor), the Purchase Money Note 

Guarantor acting on behalf of the Noteholders shall give notice in writing to the Collateral 

Agent, the Custodian/Paying Agent and the Debtor (with copies thereof to the Initial Member or 

the Purchase Money Note Guarantor, as applicable), setting forth the date by which the 

remaining Assets or other Secured Parties Collateral are to be liquidated by the Collateral Agent. 

Debtor shall, and shall cause the Custodian/Paying Agent to, cooperate and assist the Collateral 

Agent with any and all aspects of the liquidation of the remaining Assets and other Secured 

Parties Collateral to the extent reasonably requested by the Collateral Agent. In the event the 

Debtor or any Affiliate thereof desires to bid to acquire the remaining Assets or other Secured 

Parties Collateral, then the Collateral Agent shall be entitled to liquidate the remaining Assets 

and other Secured Parties Collateral in its discretion. In the event the Collateral Agent 

undertakes to liquidate the remaining Assets and other Secured Parties Collateral pursuant to this 

Section 11.2, the proceeds thereof shall be applied on the Distribution Date following any such 

liquidation in accordance with the priority of payments set forth in Section 5.1 of the Custodial 

and Paying Agency Ageement and the other terms thereof; provided, however, that, 

notwithstanding such priority of payments, no portion of such proceeds shall be paid pursuant to 

Section 5.1(b)(vii) 'of the Custodial and Paying Agency Agreement until the Secured Obligations 

have been repaid in full. 

ARTICLE XII 


Collateral Agent 


Section 12.1 Appointment and Authorization of Collateral Agent. The Purchase Money 

Note Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as the 

Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security 

interest created by the Secured Parties Collateral Documents for and on behalf of or in trust for) 

the Purchase Money NOte Guarantor and each other Secured Party for purposes of acquiring, 

holding and enforcing any and all Liens on the Secured Parties Collateral granted by any Grantor 

to secure any of the Secured Obligations, together with such powers and discretion as are 

reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, subagents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or 

enforcing any Lien on the Secured Parties Collateral (or any portion thereof) granted pursuant to 

the Secured Parties Collateral Documents, or for exercising any rights and remedies thereunder 

at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this 

Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent 

pursuant to this Agreement. Notwithstanding any provision to the contrary contained elsewhere 

in this Agreement or in any other Transaction Document, the Collateral Agent shall have no 

duties or responsibilities, except those expressly set forth in this Agreement, nor shall the 

Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or 

participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, 

obligations or liabilities shall be read into this Agreement or any other Transaction Document or 

otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing 

sentence, the use of the term "agent" in this Agreement and in the other Transaction Documents 

with reference to the Collateral Agent is not intended to connote any fiduciary or other implied 

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(or express) obligations arising under agency doctrine of any applicable Law. Instead, such term 

is used merely as a matter of market custom and is intended to create or reflect only an 

administrative relationship between independent contracting parties. 

Section 12.2 Delegation of Duties. The Collateral Agent may execute any of its duties 

pursuant to this Agreement or any other Secured Parties Collateral Document (including for 

purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted 

pursuant to the Secured Parties Collateral Documents or of exercising any rights and remedies 

thereunder) by or through agents, sub-agents, employees or attorneys-in-fact as shall be deemed 

necessary by the Collateral Agent and shall be entitled to advice of counsel and other consultants 

or experts concerning all matters pertaining to such duties. The Collateral Agent shall not be 

responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it 

selects in the absence of gross negligence or willful misconduct (as determined in the final 

judgment of a court of competent jurisdiction). 

Section 12.3 Liability of Collateral Agent. Neither the Collateral Agent, nor any of its 

Affiliates or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any of them 

shall (a) be liable for any action taken or omitted to be taken by any of them pursuant to or in 

connection with this Agreement or any other Transaction Document or the transactions 

contemplated hereby (except that this sentence shall not apply to the Collateral Agent's own 

gross negligence or willful misconduct, as determined by the final judgment of a court of 

competent jurisdiction, in connection with its duties expressly set forth in this Agreement), or (b) 

be responsible in any manner to any Secured Party for any recital, statement, representation or 

warranty made by any Grantor or any officer thereof, contained herein or in any other 

Transaction Document, or in any certificate, report, statement or other document referred to or 

provided for in, or received by the Collateral Agent under or in connection with, this Agreement 

or any other Transaction Document, or the validity, effectiveness, genuineness, enforceability or 

sufficiency of this Agreement or any other Transaction Document, or the perfection or priority of 

any Lien or security interest created or purported to be created pursuant to the Secured Parties 

Collateral Documents, or for any failure of any Grantor or any other party to any Transaction 

Document to perform its obligations pursuant to this Agreement or any other Transaction 

Document. 

Section 12.4 Reliance by Collateral Agent. 

(a) The Collateral Agent shall be entitled to rely, and shall be fully protected 

in relying, upon any writing, communication, signature, resolution, representation, notice, 

consent, certificate, affidavit, letter, telegam, facsimile, telex or telephone message, electronic 

mail message, statement or other document or conversation believed by it to be genuine and 

correct and to have been signed, sent or made by the proper Person or Persons, and upon advice 

and statements of legal counsel (including counsel to the Debtor), independent accountants and 

other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in 

failing or refusing to take any action pursuant to any Secured Parties 'Collateral Document unless 

it shall first receive such advice or concurrence of the Controlling Party as it deems appropriate. 

The Collateral Agent in all cases shall be fully protected in acting, or in refraining from acting, 

pursuant to this Agreement or any other Secured Parties Collateral Document in accordance with 

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a request or consent of the Controlling Party and such request and any action taken or failure to 

act pursuant thereto shall be binding upon all the Secured Parties. 

(b) Each of the Purchase Money Note Guarantor and the Receiver, by its 

execution of this Agreement, shall be deemed to have consented to, approved or accepted or to 

be satisfied with, each document or other matter required to be consented to or approved by or 

acceptable or satisfactory to the Collateral Agent unless the Collateral Agent shall have received 

notice from the Purchase Money Note Guarantor prior to the proposed Closing Date specifying 

its objection thereto. 

Section 12.5 Liability of Collateral Agent. The Collateral Agent shall not be deemed to 

have knowledge or notice of the occurrence of any Default or Event of Default, unless the 

Collateral Agent shall have received written notice from a Grantor or any Secured Party referring 

to this Agreement, describing such Default or Event of Default and stating that such notice is a 

"notice of default." The Collateral Agent will notify the Purchase Money Note Guarantor of its 

receipt of any such notice. The Collateral Agent shall take such action with respect to any Event 

of Default as may be directed by the Controlling Party in accordance with Article V; provided, 

however, that unless and until the Collateral Agent has received any such direction, the 

Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such 

action, with respect to such Event of Default as it shall deem advisable or in the best interest of 

the Secured Parties. 

Section 12.6 Successor Collateral Agent. 

The Collateral Agent may resign as the Collateral Agent upon thirty (30) days' notice to 

the Purchase Money Note Guarantor and Debtor; provided, however, that the prior written 

consent of the Purchase Money Note Guarantor and the Debtor will be required prior to the 

effectiveness of any such resignation. If the Collateral Agent resigns pursuant to this Agreement, 

the Controlling Party, with the written consent of the Debtor, shall appoint a successor collateral 

agent for the Secured Parties. If no successor collateral agent is appointed prior to the effective 

date of the resignation of the Collateral Agent, the retiring Collateral Agent may appoint, after 

consulting with the Purchase Money Note Guarantor and the Debtor, a successor collateral agent. 

Upon the acceptance of its appointment as successor collateral agent pursuant to this Ageement, 

the Person acting as such successor agent shall succeed to all the rights, powers and duties of the 

retiring Collateral Agent and the term "Collateral Agent" shall mean such successor collateral 

agent, and the retiring Collateral Agent's appointment, powers and duties as the Collateral Agent 

shall be terminated. 

ARTICLE XIII 


Miscellaneous 


Section 13.1 Attorney-in-Fact. Each Grantor hereby constitutes and appoints the 

Collateral Agent the true and lawful attorney-in-fact of such Grantor, with full power and 

authority in the place and stead of such Grantor and in the name of such Grantor, Collateral 

Agent or otherwise, subject to the terms of this Agreement and applicable Law, to enforce all 

rights, interests and remedies of such Grantor with respect to the Secured Parties Collateral; 

provided, however, that the Collateral Agent shall not exercise any of the aforementioned rights 

RADC/CADC Venture 2010-2 38 

Reimbursement Guaranty and Security Agreement 

13312134.2 
unless an Event of Default has occurred and is continuing. This power of attorney is a power 

coupled with an interest and shall be irrevocable until the termination of this Agreement in 

accordance with the terms hereof; provided, however, that nothing in this Agreement shall 

prevent such Grantor from, prior to the exercise by the Collateral Agent of any of the 

aforementioned rights, utilizing the Secured Parties Collateral to transact Grantor ordinary course 

business operations. 

Section 13.2 No Petition. Each of the Collateral Agent and the Purchase Money Note 

Guarantor hereby covenants and agrees that it will not at any time institute against the Debtor, or 

join in any institution against the Debtor of, any bankruptcy, reorganization, arrangement, 

insolvency or liquidation proceeding, or other proceedings under any United States federal or 

state bankruptcy or similar Law in connection with any obligation relating to the Purchase 

Money Note, the Guaranty Agreement, or this Agreement. 

Section 13.3 Reimbursement of Expenses. Except as prohibited by Law, if at any time 

the Collateral Agent or the Purchase Money Note Guarantor incurs any fees, expenses, costs, or 

charges (including attorneys' fees and expenses, costs or charges relating thereto) in connection 

with the creation, perfection, preservation, or release of the security interest of the Collateral 

Agent in the Secured Parties Collateral or the enforcement of any of the rights or remedies of the 

Collateral Agent or the Purchase Money Note Guarantor pursuant to this Agreement, all of such 

fees, expenses, costs or charges incurred by the Collateral Agent or the Purchase Money Note 

Guarantor shall become part of the Secured Obligations secured hereby and be paid by the 

Debtor on demand. 

Section 13.4 Termination of Security Interest. Upon the indefeasible satisfaction and 

discharge in full of the Secured Obligations, the security interest and all other rights granted 

hereby shall terminate and all rights to the Secured Parties Collateral shall revert to the Debtor. 

Upon any such indefeasible satisfaction, and discharge of the Secured Obligations, the Collateral 

Agent (a) upon the written request of the Debtor promptly shall execute and deliver all such 

documentation, UCC termination statements and instruments as are necessary to release the 

Liens created pursuant to this Agreement and to terminate this Agreement, and (b) agrees, at the 

reasonable request of the Debtor, to furnish, execute and deliver such documents, instruments, 

certificates, notices or further assurances as the Debtor reasonably may request as necessary or 

desirable to effect such termination and release, all at the Debtor's sole cost and expense. 

Section 13.5 Indemnification. 

(a) Each Grantor shall indemnify, defend and hold harmless the Collateral 

Agent, the Purchase Money Note Guarantor, the FDIC and each of their respective Affiliates, 

and their respective officers, directors, employees, partners, principals, agents and contractors 

(the "Indemnified Parties"), from and against any losses, damages, liabilities, costs and 

expenses (including reasonable attorneys' fees and litigation and similar costs, and other out-ofpocket expenses incurred in investigating, defending, asserting or preparing the defense or 

assertion of any of the foregoing), deficiencies, claims, interest, awards, judgments, penalties and 

fines (collectively, "Indemnified Losses") arising out of or resulting from (i) any breach by any 

Grantor or any of its Affiliates or any of their respective officers, directors, employees, partners, 

principals, agents or contractors (including the Servicer and any Subservicer) (collectively, 

RADC/CADC Venture 20 10-2 39 Reimbursement Guaranty and Security Agreement 

13312134.2 
"Related Entities") of any of their respective obligations pursuant to or covenants or agreements 

contained in this Agreement, the Secured Parties Collateral Documents or the Servicing 

Agreement (including any claim asserted by the Collateral Agent or the Purchase Money Note 

Guarantor against the Debtor to enforce its rights pursuant to Article V), or any third-party 

allegation or claim based upon facts alleged that, if true, would constitute such a breach, or (ii) 

any gross negligence, bad faith or willful misconduct of any of the Related Entities (including 

any act or omission constituting theft, embezzlement, breach of trust or violation of any Law). 

Such indemnity shall survive the termination of this Agreement. In order for an Indemnified 

Party to be entitled to any indemnification provided for pursuant to this Agreement in respect of, 

arising out of or involving an Indemnified Loss or a claim or demand made by any Person 

against the Indemnified Party (a "Third Party Claim"), such Indemnified Party shall deliver 

notice thereof to the Debtor promptly after receipt by such Indemnified Party of written notice of 

the Third Party Claim, describing in reasonable detail the facts giving rise to any claim for 

indemnification pursuant to this Agreement, the amount of such claim (if known) and such other 

information with respect thereto as is available to the Indemnified Party and as the Debtor may 

reasonably request. The failure or delay to provide such notice, however, shall not release any 

Grantor from any of its obligations pursuant to this Section 13.5 except to the extent that it is 

materially prejudiced by such failure or delay. 

(b) If for any reason the indemnification provided for pursuant to this Section 

13.5 is unavailable or insufficient to hold harmless the Indemnified Parties, the Debtor shall 

contribute to the amount paid or payable by the Indemnified Parties as a result of the Indemnified 

Losses of the Indemnified Parties in such proportion as is appropriate to reflect the' relative fault 

of the Indemnified Parties, on the one hand, and the Debtor or any Subsidiary Grantor (including 

the Servicer and any Subservicer), on the other hand in connection with a breach of the Debtor's 

or any Subsidiary Grantor's obligations pursuant to this Agreement. 

(c) If the Debtor confirms in writing to the Indemnified Party within fifteen 

days after receipt Of a Third Party Claim the Debtor's responsibility to indemnify and hold 

harmless the Indemnified Party therefor, the Debtor may elect to assume control over the 

compromise or defense of such Third Party Claim at the Debtor's own expense and by the 

Debtor's own counsel, which counsel must be reasonably satisfactory to the Indemnified Party; 

provided, however, that (i) if such Indemnified Party so desires, the Indemnified PartY may 

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 Debtor shall keep the Indemnified Party 

advised of all material events with respect to any Third Party Claim; (iii) the Debtor shall obtain 

the prior written approval of the Indemnified Party before ceasing to defend against any Third 

Party Claim or entering into any settlement, adjustment or compromise of such Third Party 

Claim involving injunctive or similar equitable relief being imposed upon any Indemnified Party 

or any of its or his Affiliates; and (iv) no Grantor, without the prior written consent of each 

Indemnified Party, will settle or compromise or consent to the entry of any judgment in any 

pending or threatened action in respect, of which indemnification may be sought hereunder 

(whether or not any such Indemnified Party is a party to such action), unless such settlement, 

compromise or consent by its terms obligates such Grantor to satisfy the full amount of the 

liability in connection with such Third Party Claim and includes an unconditional release of the 

Indenmified Party from all liability arising out of such Third Party Claim. 

RA DC/CADC Venture 20 10-2 40 

Reimbursement Guaranty and Security Agreement 

13312134.2 
(d) Notwithstanding anything contained in this Agreement to the contrary, the 

Debtor shall not be entitled to control (and if the Indemnified Party so desires, it shall have sole 

control over) the defense, settlement, adjustment or compromise of (but the Debtor shall 

nevertheless be required to pay all Indemnified Losses incurred by the Indemnified Party in 

connection with 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 Debtor or any Subsidiary Grantor (or any Affiliate) and the 

Indemnified Party are named as parties and either the Debtor or such Subsidiary Grantor (or such 

Affiliate) or the Indemnified Party determines with advice of counsel that there may be one or 

more legal defenses available to it that are different from or additional to those available to the 

other party or that a conflict of interest between such parties may exist in respect of such action; 

and (iii) any matter that raises or implicates any issue relating to any power, right or obligation of 

the FDIC under any Law. If the Debtor elects not to assume the compromise or defense against 

the asserted liability, fails to timely and properly notify the Indemnified Party of its election as 

herein provided, or, at any time after assuming such defense, fails to diligently defend against 

such Third Party Claim in good faith, the Indemnified Party may pay, compromise or defend 

against such asserted liability (but the Debtor shall nevertheless be required to pay all 

Indemnified Losses incurred by the Indemnified Party in connection with such defense, 

settlement or compromise). In connection with any defense of a Third Party Claim (whether by 

the Debtor, a Subsidiary Grantor or the Indemnified Party), all of the parties to this Agreement 

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 reasonably 

be requested by a party to this Agreement in connection therewith. 

Section 13.6 Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS TO BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE 

THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS 

SECTION 13.6, HOWEVER, (a) THE UNIFORM COMMERCIAL CODE AS IN EFFECT 

FROM TIME TO TIME IN THE JURISDICTION WHERE EACH GRANTOR IS LOCATED 

IS TO GOVERN THE PERFECTION OR NON-PERFECTION AND THE PRIORITY OF 

ANY SECURITY INTERESTS GRANTED BY SUCH GRANTOR TO THE SECURED 

PARTIES PURSUANT TO THIS AGREEMENT AND (b) THE APPLICABLE LAWS IN 

EFFECT FROM TIME TO TIME IN THE JURISDICTION WHERE ANY ACQUIRED REO 

PROPERTY IS LOCATED ARE TO GOVERN THE CREATION, PERFECTION OR NONPERFECTION, PRIORITY AND ENFORCEMENT OF ANY SECURITY INTERESTS 

GRANTED BY THE APPLICABLE GRANTOR TO THE SECURED PARTIES PURSUANT 

TO THIS AGREEMENT IN AND TO SUCH ACQUIRED REO PROPERTY. NOTHING IN 

THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION OR INACTION BY 

ANY PARTY TO THIS AGREEMENT. 

RADC/CADC Venture 2010-2 41 

Reimbursement Guaranty and Security Agreement 

13312134.2 
Section 13.7 Jurisdiction, Venue and Service. 

(a) Each Grantor, for itself and its Affiliates, hereby irrevocably and 

unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Collateral Agent, the Purchase Money Note Guarantor or the Initial Member 

arising out of, relating to, or in connection with this Agreement or any other Transaction 

Document, and waives any right to: 

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

court or dispute-resolution forum other than the court in which the Collateral Agent, the 

Purchase Money Note Guarantor or the Initial Member, as applicable, files the suit, action or 

proceeding without the consent of the Collateral Agent, the Purchase Money Note Guarantor or 

the Initial Member, as applicable; 

(B) assert that venue is improper in 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 

Collateral Agent, the Purchase Money Note Guarantor or the Initial Member arising out of, 

relating to, or in connection with this Agreement or any other Transaction Document (other than 

the LLC Operating Agreement), and waives any right to: 

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

other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase 

Money Note Guarantor or the Initial Member, as applicable; 

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

State of New York; or 

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

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by any Grantor or its 

Affiliates against the Collateral Agent, the Purchase Money Note Guarantor or the Initial 

Member arising out of, relating to or in connection with this Agreement or any Transaction 

Document in only either the United States District Court for the Southern District of New York 

or the United States District Court for the District of Columbia, and waives any right to remove 

or transfer such suit, action or proceeding to any other court or dispute-resolution forum without 

RADC/CADC Venture 2010-2 42 

Reimbursement Guaranty and Security Agreement 

13312134 2 
the consent of the Collateral Agent, the Purchase Money Note Guarantor or the Initial Member, 

as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to 

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

District Court for the District of Columbia at the option of the Collateral Agent, the Purchase 

Money Note Guarantor or the Initial Member, as applicable; and 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court of the State of New York, and waives any 

right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent of the Collateral Agent, the Purchase Money Note Guarantor or the 

Initial Member, as applicable. 

(b) Each Grantor, on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally agrees that any final judgment entered against it in any suit, action or proceeding 

falling within Section 13.7(a) may be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 13.7(d), each Grantor, on behalf of 

itself and its Affiliates, the Collateral Agent, the Purchase Money Note Guarantor and the Initial 

Member hereby irrevocably and unconditionally agree that service of all writs, process and 

summonses in any suit, action or proceeding pursuant to Section 13.7(a) or Section 13.7(b) may 

be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it 

at its address for notices pursuant to Section 13.9 (with copies to such other Persons as specified 

therein); provided, however, that nothing contained in this Section 13.7(c) shall affect the right 

of any party to serve process in any other manner permitted by Law. 

(d) Nothing in this Section 13.7 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 13.7(a)(iii) and Section 

13.7(a)(iv), or in any way limit the FDIC's right to remove, transfer, seek to dismiss or otherwise 

respond to any suit, action or proceeding against it in any forum. 

Section 13.8 Waiver of Jury. EACH GRANTOR (ON BEHALF OF ITSELF AND ITS 

AFFILIATES), THE COLLATERAL AGENT, THE PURCHASE MONEY NOTE 

GUARANTOR AND THE INITIAL MEMBER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

Section 13.9 Notices. All notices, requests, demands, and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be in writing and shall be mailed or delivered to the applicable address or 

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

electronic mail address as shall be designated by such party in a notice to the other parties. All 

such notices and other communications shall be deemed to be given or made upon the earlier to 

occur of (i) actual receipt (or refusal thereof) by the relevant party hereto and (ii) (A) if delivered 

RADC/CADC Venture 2010-2 43 

Reimbursement Guaranty and Security Agreement 

13312134.2 
by hand or by nationally recognized courier service, when signed for (or refused) by or on behalf 

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

mails, postage prepaid; and (C) if delivered by electronic mail, when delivered. In no event shall 

a voice mail message be effective as a notice, communication or confirmation pursuant to this 

Agreement. 

Address for notices or communications to the Debtor and any Subsidiary Grantor: 

RADC/CADC Venture 2010-2, LLC 

2450 Broadway, 6thFloor 

Santa Monica, California 90404 

Attention: Paul A. Fuhrman 

E-mail Address:

with a copy to: 

Colony Capital, LLC 

660 Madison Avenue 

New York, New York 10065 

Attention: Ronald M. Sanders 

E-mail Address: 

Address for notices or communications to any of the Collateral Agent, the Initial Member 

and the Purchase Money Note Guarantor: 

Assistant Director, Structured Transactions — Resolutions and Receiverships 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

E-mail Address: RMalami@fdic.gov 

with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

E-mail Address: DGearin@fdic.gov 

Section 13.10 Assignment.This Agreement shall inure to the benefit of and be binding 

on and enforceable against each Grantor, the Collateral Agent, the Purchase Money Note 

Guarantor and the Initial Member and their respective successors and assigns; provided, 

RADC/C A DC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134 2 

44 
however, that no Grantor shall assign its rights pursuant to this Agreement in whole or in part 

without the prior written consent of the Collateral Agent and the Purchase Money Note 

Guarantor. 

Section 13.11 Entire Agreement. This Agreement contains the entire agreement among 

the Grantors, the Collateral Agent, the Purchase Money Note Guarantor and the Initial Member 

with respect to the subject matter of this Ageement and supersedes any and all other prior 

agreements, whether oral or written, provided that any Confidentiality Agreement between the 

FDIC and the Private Owner or any Affiliates of the Private Owner (including by way of joinder) 

with respect to the transaction that is the subject of this Agreement and the other Transaction 

Documents shall remain in full force and effect to the extent provided therein. 

Section 13.12 Amendments and Waivers. No provision of this Ageement may be 

amended or waived except in writing executed by all of the parties to this Agreement, except for 

Article II, any provision of which may be amended and waived in writing executed by the 

Debtor and the Purchase Money Note Guarantor. 

Section 13.13 Confidentiality. Each Grantor shall keep confidential and shall not 

divulge to any Person, without the prior written consent of the Collateral Agent, the Purchase 

Money Note Guarantor and the Initial Member, any information pertaining to this Ageement, 

the other Transaction Documents, the Assets or any Borrower or the Collateral thereunder, 

except as reasonably necessary to carry out the intent of this Agreement and the other 

Transaction Documents and except to the extent that it is necessary and appropriate for such 

Grantor to do so in working with legal counsel, auditors, Taxing authorities, regulatory 

authorities or any other Governmental Authority; provided, however, that, to the extent that 

disclosure should be required by Law, rule, regulation (including any securities listing 

requirements or the requirements of any self-regulatory organization) or subpoena or in 

connection with any legal or regulatory proceeding (including in connection with or pursuant to 

any action, suit, subpoena, arbitration or other dispute resolution process or other legal 

proceedings, whether civil or criminal, and including before any court or administrative or 

legislative body), such Grantor will use all reasonable efforts to maintain confidentiality and 

(unless otherwise prohibited by Law) will notify the Collateral Agent, the Purchase Money Note 

Guarantor and the Initial Member within one Business Day after its knowledge of such legally 

required disclosure so that the Collateral Agent, the Purchase Money Note Guarantor and/or the 

Initial Member may seek an appropriate protective order. Notice shall be by telephone, by email 

and in writing. In the absence of a protective order or waiver, such Grantor may make such 

required disclosure if, in the written opinion of its outside counsel (which opinion shall be 

provided to the Collateral Agent, the Purchase Money Note Guarantor and the Initial Member 

prior to disclosure pursuant to this Section 13.13), failure to make such disclosure would subject 

such Grantor to liability for contempt, censure or other legal penalty or liability. 

Section 13.14 Reinstatement. This Agreement shall continue to be effective or be 

automatically reinstated, as the case may be, if at any time payment pursuant to this Agreement 

is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, 

reorganization, liquidation of any Grantor or upon the dissolution of, or appointment of any 

intervenor or conservator or, or trustee or similar official for, any Grantor or any substantial part 

of any Grantor's assets, or otherwise, all as though such payments had not been made, and the 

RADGEADC Venture 2010-2 45 

Reimbursement Guaranty and Security Agreement 

13312134.2 
Debtor shall pay the Collateral Agent, or the Purchase Money Note Guarantor on demand all 

reasonable costs and expenses (including reasonable fees of counsel) incurred by the Collateral 

Agent or the Purchase Money Note Guarantor in connection with such rescission or restoration. 

Section 13.15 Interpretation; No Presumption. Headings are intended solely for 

convenience of reference and shall not affect the meaning or interpretation of the provisions of 

this Agreement. This Agreement shall be construed fairly as to each party to this Agreement and 

if at any time any such term or condition is desired or required to be interpreted or construed, no 

consideration shall be given to the issue of who actually prepared, drafted or requested any term 

or condition of this Ageement or any agreement or instrument subject to this Agreement. 

Section 13.16 Severabilitv. 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 in any event shall be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (c) without limitation of clauses (a) 

or (b), such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that, if 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, then may be enforced in such proceeding and (q) enforce such provision, as so 

modified pursuant to clause (p), in such proceeding. Nothing in this Section 13.16 is intended to, 

or shall, limit (x) the ability of any party to this Agreement to appeal any court ruling or the 

effect of any favorable ruling on appeal or (y) the intended effect of Section 13.6. 

Section 13.17 Survival. All obligations made in this Agreement shall survive the 

execution and delivery of this Agreement. Except as otherwise provided in this Agreement or 

implied by applicable Law, the obligations of each Grantor set forth in this Agreement shall 

terminate only upon the satisfaction and discharge in full of the Secured Obligations. 

Section 13.18 No Third Party Beneficiaries. This Ageement is made for the sole benefit 

of the Collateral Agent, the Purchase Money Note Guarantor, the Secured Parties and the 

Grantors and their respective successors and permitted assigns, and no other Person or Persons 

(including Borrowers or any co-lender or other Person with any interest in or liability under any 

of the Assets) shall have any rights or remedies pursuant to or by reason of this Agreement. 

RADC/CADC Venture 2010-2 46 

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13312134.2 
Section 13.19 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 to this 

Agreement, to the extent signed and delivered by facsimile or other electronic means, shall be 

treated in all manner and respects as an original ageement 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 Ageement shall raise the use of a facsimile machine or other electronic means 

to deliver a signature or the fact that any signature or agreement was transmitted or 

communicated through the use of a facsimile machine or other electronic means as a defense to 

the formation or enforceability of a contract and each such Person forever waives any such 

defense. 

[Remainder of Page Intentionally Left Blank] 

RADC/CADC Venture 2010-2 47 

Reimbursement Guaranty and Security Agreement 

13312134.2 
By: ColFin 2011 ADC Funding, LLC, a Delaware 

limited liability company, as M. er 

By:

Name: ark M. He 

Title: Vice Presiden 

IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, 

intending to legally bound, have caused this Agreement to be duly executed. 

RADC/CADC VENTURE 2010-2, LLC 

FEDERAL DEPOSIT INSURANCE 

CORPORATION in its corporate capacity, as 

Purchase Money Note Guarantor 

By: 

Name: Heidi Silverberg 

Title: Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as Receiver for 

Various Failed Financial Institutions listed on 

Schedule I hereto, as Collateral Agent 

By: 

Name: Heidi Silverberg 

Title: Attorney-in-Fact 

RADC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134 2 
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, 

intending to legally bound, have caused this Agreement to be duly executed. 

RADC/CADC VENTURE 2010-2, LLC 

By: ColFin 2011 ADC Funding, LLC, a Delaware 

limited liability company, as Manager 

By: 

Name: Mark M. Hedstrom 

Title: Vice President 

FEDERAL DEPOSIT INSURANCE 

CORPORATION in its corporate capacity, as 

Purchase Money Note Guarantor 

By: 

Name: Heidi erberg 

Title: Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as Receiver for 

Various Failed Financial Institutions listed on 

Schedule I hereto, as Collateral Agent 

By: 

Name: Heidi i verberg 

Title: Attorney-in-Fact 

RADC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as Receiver for 

Various Failed Financial Institutions Listed on 

Schedule I hereto, as Initial Member, solely for 

purposes of Sections 4.1(a), 4.1(d), 4.1(0, 4.1(1), 

5.1(a)(vi) — (ix), 5.1(b), 5.1(c), 5.5, 8.14(c) — (h), 

9.1, 11.1, 11.2, 12.4(b) and 13.6 — 13.19 

By: 

Name: Heidi ilVverberg 

Title: Attorney-in-Fact 

RADC/CADC Venture 2010-2 • 

Reimbursement Guaranty and Security Agreement 

13312134.2 
SCHEDULE I 

RADC/CADC Combined Venture 2010-2 

List of Various Failed Financial Institutions 

Bank Name 

Security Bank of Bibb County (SRES) 

Desert Hills Bank 

Irwin Union Bank & Trust Company 

Irwin Union Bank F.S.B. 

Warren Bank 

Hillcrest Bank of Florida 

Republic Federal Bank, N.A. 

Citizens State Bank 

Rockbridge Commercial Bank 

Barnes Banking Company 

Florida Community Bank 

Centennial Bank 

Citizens Bank & Trust Company of Chicago 

The Bank of Bonifay 

Arcola Homestead Savings Bank 

AmTrust Bank 

Independent Bankers' Bank 

Bank of Leeton 

CF Bancorp (Citizens First) 

Ci 

Macon 

Phoenix 

Columbus 

Columbus 

Warren 

Naples 

Miami 

New Baltimore 

Atlanta 

Kaysville 

Immokalee 

Ogden 

Chicago 

Bonifay 

Arcola 

Cleveland 

Springfield 

Leeton 

Port Huron 

State 

GA 


AZ 


IN 


IN 


MI 


FL 


FL 


MI 


GA 


UT 


FL 


UT 


IL 


FL 


IL 


OH 


IL 


MO 


MI 


Fund Closin g Date 

10085 7/24/2009 

10205 3/26/2010 

10120 9/18/2009 

10121 9/18/2009 

10125 10/02/2009 

10131 10/23/2009 

10158 12/11/2009 

10162 12/18/2009 

10164 12/18/2009 

10171 1/15/2010 

10181 1/29/2010 

10193 3/05/2010 

10220 4/23/2010 

10234 5/07/2010 

10246 6/04/2010 

10155 12/4/2009 

10166 12/18/2009 

10174 1/22/2010 

10226 4/30/2010 

RADC/CADC Venture 20 I 0-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
SCHEDULE II 


ASSET SCHEDULE 


1To Be Attached] 

RADC/CADC Venture 2010-2 


Reimbursement Guaranty and Security Agreement 


13312134.2 
EXHIBIT A 

FORM OF JOINDER AGREEMENT 

THIS JOINDER AGREEMENT, dated as of , 20 , is delivered pursuant 

to Section 8.12 of the Reimbursement, Security and Guaranty Agreement, dated as of 

January 26, 2011, by and among RADC/CADC Venture 2010-2, LLC, a Delaware limited 

liability company, each of the other entities listed on the signature pages thereto or that becomes 

a party thereto pursuant to Section 8.12 thereof, the Federal Deposit Insurance Corporation in its 

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

various Failed Banks (in such capacities, the "Receiver"), as Collateral Agent for the Secured 

Parties and, solely for purposes of Sections 4.1(a), 4.1(d), 4.1(0, 4.1(1), 5.1(a)(vi) — (ix), 5.1(b), 

5.1(c), 5.5, 8.14(c) — (h), 9.1, 11.1, 11.2, 12.4(b) and 13.6 — 13.19 thereof, the Federal Deposit 

Insurance Corporation, as Receiver, as Initial Member under the LLC Operating Agreement (the 

"Reimbursement, Security and Guaranty Agreement"). Capitalized terms used in this Joinder 

Agreement without definition are used as defined in or pursuant to the Reimbursement, Security 

and Guaranty Agreement. 

By executing and delivering this Joinder Agreement, the undersigned, as provided in 

Section 8.12 of the Reimbursement, Security and Guaranty Agreement, hereby becomes a party 

to the Reimbursement, Security and Guaranty Agreement as a Grantor thereunder with the same 

force and effect as if originally named as a Grantor therein and, without limiting the generality of 

the foregoing, as collateral security for the prompt and complete payment and performance when 

due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the 

undersigned, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit 

of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a 

Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of 

the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. 

The undersigned hereby agrees to be bound as a Grantor for the purposes of the Reimbursement, 

Security and Guaranty Agreement. 

The undersigned hereby represents and warrants that each of the representations and 

warranties contained in Article VII of the Reimbursement, Security and Guaranty Agreement 

applicable to it is true and correct in all material respects with respect to it on and as the Closing 

Date as if made on and as of such date. The undersigned hereby acknowledges that this 

Agreement and the Reimbursement, Security and Guaranty Agreement will be enforceable 

against it whether or not this Agreement is formally acknowledged or accepted by the Purchase 

Money Note Guarantor the Collateral Agent or the Initial Member. 

RADC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly 

executed and delivered as of the date first above written. 

[ADDITIONAL GRANTOR] 

By: 

Name: 

Title: 

ACKNOWLEDGED AND AGREED as of the date 


first above written: 


FEDERAL DEPOSIT INSURANCE 


CORPORATION, as Receiver for various failed 


financial institutions listed on Schedule I to the 


Reimbursement, Security and Guaranty Agreement, 


as Collateral Agent 


By: 


Name: 


Title: Attorney-in-Fact 


RADC/CADC Venture 20 10-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
EXHIBIT B 


REO CHECKLIST 


RA DC/CA DC Venture 2010-2 


Reimbursement Guaranty and Security Agreement 


13312134.2 

RADC/CADC 2010-2 Structured Transaction 


Checklist for Acquired Properties 


Date: January 26, 2011 

This checklist and the attached materials ("Checklist") describe matters to be addressed by 

ColFin 2011 ADC Funding, LLC, a Delaware limited liability company (the "Manager") in 

connection with the acquisition of title to any real property acquired directly or indirectly by 

RADC/CADC 2010-2 Venture, LLC ("Company"), whether by transfer of equity interests in a 

separate entity formed as a Single Purpose Entity to hold such real property ("Ownership 

Entity") on the Closing Date, or after the Closing Date by foreclosure or deed in lieu of 

foreclosure ("Deed-in-Lieu"), power of sale or otherwise, of title to a property (any such 

property acquired by the Company being identified as an "Acquired Property"). The procedures 

set forth herein are dictated by the Transaction Documents among the Federal Deposit Insurance 

Company in several capacities (including without limitation as Receiver for various failed 

financial institutions (the "Failed Banks") and as Collateral Agent for the benefit of the Secured 

Parties (the "Collateral Agent") (in any or all such capacities unless otherwise indicated, the 

"FDIC"), the Manager and Company and affiliates thereof, including, without limitation, the 

Reimbursement, Security and Guaranty Agreement dated as of January 26, 2011 (the 

"Reimbursement, Security and Guaranty Agreement"), the Amended and Restated Limited 

Liability Company Operating Agreement of Company dated as of January 26, 2011 (the "LLC 

Operating Agreement"), and the Custodial and Paying Agency Agreement dated as of January 

26, 2011. Capitalized terms used and not otherwise defined herein shall have the meaning 

attributed to such terms in the Reimbursement, Security and Guaranty Agreement and LLC 

Operating Ageement (including by reference therein). 

The FDIC expressly reserves the right, in its sole discretion, at any time and from time to 

time, by written notice to the Company or its counsel in accordance with the notice 

provision of the Reimbursement, Security and Guaranty Agreement (including delivered 

via email or other electronic means to the Company or such counsel and including any such 

notice in the form of a revised version of this Checklist), to unilaterally modify all or any 

part of this Checklist (and requirements herein). 

I. Environmental Site Assessment 

For each Acquired Property acquired after the Closing Date, prior to the acquisition of 

title, an environmental site assessment ("ESA") prepared by an environmental professional who 

regularly performs environmental audits must be prepared (Reimbursement, Security and 

Guaranty Agreement § 3.2(b); LLC Operating Agreement § 12.14(b)). The ESA should be in the 

form of a Transaction Screen Process consistent with ASTM Standard E-1528-06 or another 

customary format for such audits, and must be obtained within 180 days prior to acquisition of 

title; provided, that the Company may rely on a third-party Site Assessment conducted within 

one year prior to acquiring title so long as the Company has obtained all relevant updates within 

180 days prior to acquiring title, and taken applicable further action, so as to be deemed to have 

satisfied the Environmental Protection Agency's "All Appropriate Inquiries" standards, set forth 

in 40 C.F.R. § 312, for meeting the "Bona Fide Prospective Purchaser" and "Innocent Purchaser" 

defenses under the Superfund statute, 42 U.S.C. §§ 9601, 9607. 

RADC/CA DC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
Ownership Entity 

A. Each Acquired Property acquired after the Closing Date must be acquired by an 

Ownership Entity (which is a wholly owned subsidiary of Company), the sole purpose of which 

is to own Acquired Property; provided, however, that for any Acquired Property with respect to 

which there exists any Environmental Hazard, the Ownership Entity that holds such Acquired 

Property may hold title only to the relevant Acquired Property with respect to which the 

Environmental Hazard exists. However, the Manager is not required to cause the Company to 

acquire all or any portion of any Acquired Property with respect to which there exists any 

Environmental Hazard. (Reimbursement, Security and Guaranty Agreement § 3.2(c); LLC 

Operating Ageement §12.14(a),(b)). 

B. Upon formation of any Ownership Entity, the same must execute and deliver to 

the FDIC a Joinder to the Reimbursement, Security and Guaranty Agreement in the form 

attached as Exhibit A to the Reimbursement Agreement (Reimbursement, Security and Guaranty 

Agreement § 8.12). 

C. Upon formation of any Ownership Entity (and at the time of execution and 

delivery of the Joinder by such Ownership Entity), the Company or the Ownership Entity, at the 

Company's cost, shall prepare and file (and the FDIC shall separately have the right to so 

prepare and file) with the Secretary of State of the jurisdiction of formation of the Ownership 

Entity (or other applicable filing office) a UCC-1 Financing Statement, securing all of the assets 

of such Ownership Entity (and in appropriate form, and with appropriate additional description 

of assets, if relevant, for filing in the applicable jurisdiction), listing the FDIC, as Receiver, as 

Secured Party, and the applicable Ownership Entity, as Debtor. (Reimbursement, Security and 

Guaranty Agreement § 3.6 and § 8.10). 

III. REO Collateral Documents 

The following documents and other items ("REO Collateral Documents") must be 

delivered to the Custodian (as designee of the FDIC as Collateral Agent) by the Company or the 

Ownership Entity, at the Company's cost. (Reimbursement, Security and Guaranty Agreement 

§ 8.11.) 

A. REO Mortgages (Mortgage/Deed of Trust and related deliveries) 

1. Each Ownership Entity must prepare, execute and then record on behalf of 

the FDIC a mortgage, deed of trust or deed to secure debt or equivalent (as applicable) in favor 

of the FDIC as Receiver as Collateral Agent (an "REO Mortgage") in accordance with the below 

terms pursuant to the following time frames: (i) within 30 days after the Closing Date for each 

Acquired Property acquired on the Closing Date and (ii) within 15 Business Days following the 

acquisition of each Acquired Property acquired after the Closing Date. (Reimbursement, Security 

and Guaranty Agreement § 8.11.) 

• The REO Mortgage should be in the form of Tab 1 (for a mortgage) or Tab 2 (for 

a deed of trust), with such modifications necessary to address the intended use of 

the property and as recommended by the applicable local counsel in order to make 

the mortgage recordable and enforceable in the applicable jurisdiction (including 

RA DC/CA DC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

11312134 2 
modifications as are necessary to make the form of mortgage in Tab 1 applicable 

for a deed of trust or a deed to secure debt). 

• 	 To the extent any jurisdiction requires material modifications to the form of REO 

Mortgage, such modifications shall be provided to the FDIC with appropriate 

documentation supporting the modifications required by the jurisdiction. 

• 	 Each REO Mortgage must (a) secure the full amount of the Secured Obligations 

under the Reimbursement, Security and Guaranty Agreement, unless there is a 

mortgage recording tax or similar tax or fee that is based upon the stated principal 

balance of the obligations secured by the REO Mortgage, in which case the 

amount or the obligations secured by such REO Mortgage shall be stated as 105% 

of the Value (as defined in Section III B below) of the Acquired Property to 

which such REO Mortgage relates, (b) must provide for a release price (or, in the 

case of Acquired Property consisting of condominiums or cooperative units or 

separate land parcels, release prices for individual units or parcels) based on the 

applicable Business Plan or otherwise satisfactory to the FDIC (which release 

price shall be the Release Price determined in accordance with the Transaction 

Documents), and (c) include any other provisions that the Collateral Agent 

requires in light of the particular nature or characteristics of the Acquired REO 

Property. (Reimbursement, Security and Guaranty Agreement §8.11(a), (b).) 

• 	 Subsequent to recordation the original recorded REO Mortgage should be 

delivered to the Custodian as Collateral Agent's designee. 

2. Local counsel retained by the Company should be asked whether a 

separate fixture filing is required under applicable law or if the REO Mortgage may also serve as 

a fixture filing. If a fixture filing is required, the Company or the Ownership Entity, at the 

Company's cost, shall file a fixture filing UCC-1 Financing Statement, securing all of the 

personal property situated on or about the Acquired Property, listing the FDIC, as Receiver, as 

Secured Party, and the applicable Ownership Entity, as Debtor, with the applicable filing office 

within the jurisdiction of the Acquired Property's location. (Designated by the FDIC via this 

Checklist to be part of the REO Collateral Documents.) 

3. Local counsel retained by the Company should be asked whether a 

separate assignment of leases and rents is required under applicable law or if it can be 

incorporated into the REO Mortgage. If an assignment of leases and rents is required, it should 

be in the form attached hereto as Tab 3, and provided to the title company to record with the 

applicable mortgage or deed of trust. (Designated by the Collateral Agent via this Checklist to be 

part of the REO Collateral Documents.) 

RA DC/CADC Venture 20 10-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
B. Appraisals and Other Measurements of Value of Acquired Property. 

1. For Acquired Property, the Company (or the applicable Ownership Entity) 

must determine, and deliver to the FDIC as Collateral Agent applicable evidence as to, the price 

for which such Acquired Property may be sold in an orderly transaction between market 

participants (the "Value"), which Value shall be determined to be the Net Fair Value of such 

Acquired Property, to the extent pennitted in Section II (B)(2) below. (Designated by the FDIC 

via this Checklist to be part of the REO Collateral Documents.) 

2. For purposes of this Checklist, the FDIC designates the Net Fair Value of 

(i) Acquired Property acquired on the Closing Date to be based on the Total Asset Valuation of 

such Acquired Property and (ii) Acquired Property acquired after the Closing Date to be based 

on an appraisal ("Appraisal"). (Reimbursement, Security and Guaranty Agreement §8.11; 

Subparagraph (ii) of the definition of Net Fair Value.) 

3. Any Appraisal must be prepared by an appraiser who regularly performs 

appraisals in the jurisdiction where the Acquired Property is located consistent with the 

customary standards for an appraisal of property of similar type and location and must have been 

obtained not more than six (6) months prior to the conversion of the Loan into Acquired 

Property. (Subparagraph (ii) of the definition of Net Fair Value). 

C. Title Insurance. A Lender's title insurance policy, on the 2006 ALTA form, 

naming Federal Deposit Insurance Company, as Receiver, as Collateral Agent as insured, should 

be obtained for each new Acquired Property, at the Company's cost. (Designated by the FDIC 

via this Checklist to be part of the REO Collateral Documents.) 

1. The title insurance policy shall be for an insured amount equal to not less 

than 105% of the Value of the Acquired Property. To the extent any Company funds are to be 

advanced or used for the applicable Acquired Property for any development, constniction or 

improvement thereof, such title insurance policy shall, prior to or concurrently with such 

advance or use, be endorsed to (i) amend the date of the title policy to the date such funds are 

advanced or used, (ii) increase the insured amount to be not less than the sum of (x) the insured 

amount prior to such advance or use plus (y) 105% of the amount so being advanced Or used for 

such Acquired Property (other than any such amounts funded exclusively through permissible 

advances from the Private Owner to the Company which are not reimbursed by the Company), 

and (iii) confirm the first priority status of the REO Mortgage. The foregoing insured amount 

requirements and endorsements shall in all events be subject to applicable standard market 

limitations imposed by the title insurance company. 

2. No other mortgages should encumber the applicable Acquired Property, 

other than any mortgages that will be subordinated via a subordination ageement (see Section 

III(D) below). Further if the Acquired Property was acquired by the applicable Ownership 

Entity pursuant to a foreclosure action, the Acquired Property should not be subject to any 

matters that should have been wiped out by the foreclosure action., 

RADC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
i 

3. Endorsements. The following endorsements (including endorsements with 

respect to future advances), and such other endorsements as shall be reasonable and customary, 

should be attached to each policy, to the extent issuable in the applicable jurisdiction: 

(Designated by the FDIC via this Checklist to be part of the REO Collateral Documents.) 

• 	 First Loss (ALTA 20) 2 (or other substitute or similar policy authorized in any 

jurisdiction where such ALTA 20 is not permitted to be issued) 

• 	 Future Advance-Letter of Credit (ALTA 14.2-06 without mechanics lien 

exception)3 (or other substitute or similar policy authorized in any jurisdiction 

where such ALTA 14.2-06 is not permitted to be issued) 

• 	 Tie-in (ALTA 12) 4 (or other substitute or similar policy authorized in any 

jurisdiction where such ALTA 12 is not permitted to be issued) 

D. Special Provisions Related to Deeds-in-Lieu. 

1. Subordination Agreement. If an Acquired Property is being acquired by 

Deed-in-Lieu (which shall include the "non-merger" language attached hereto as Tab 4) and the 

Underlying Loan is not being wiped-out, then the Company (as lender under the Underlying 

Loan) and the FDIC will need to enter into a subordination agreement to subordinate the lien of 

the remaining Underlying Loan to that of the REO Mortgage. (Designated by the FDIC via this 

Checklist to be part of the REO Collateral Documents.) 

• 	 The subordination agreement should be substantially in the form of Tab 5 hereto, 

with such modifications as recommended by the applicable local counsel. 

• 	 To the extent any state requires material modifications to the form of 

subordination ageement, such modifications shall be provided to the FDIC with 

Local counsel in all states to confirm whether endorsements are not available, or are 


otherwise restricted, in their respective states. 


2. 	 The endorsement allows a lender to recover where there is a substantial impairment of a title 

against one of the parcels without requiring foreclosure against any of the other parcels 

securing the loan. 

3. 	 This endorsement insures against (1) invalidity or unenforceability of the insured mortgage 

as security for advances; (2) lack of priority of the lien of the insured mortgage as security 

for advances; and (3) invalidity or unenforceability of the mortgage because of re-advances 

and repayments, lack of outstanding debt before an advance, and failure to comply with legal 

requirements for advances. 

4. 	 The endorsement allows the coverage for the individual policies to be aggregated in case 

there is a loss as to one of the parcels and a gain on another. 

RADC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
appropriate documentation supporting the modifications required by the 

jurisdiction. 

E. Legal Opinion. The FDIC reserves the right to require the Company or an 

Ownership Entity to provide the FDIC as Collateral Agent with a legal opinion under the 

folloWing circumstances: (Designated by the FDIC via this Checklist to be part of the REO 

Collateral Documents.) 

1. Upon the request of the FDIC as Collateral Agent, the Company will 

provide the FDIC as Collateral Agent with a legal opinion, acceptable to the FDIC in its sole 

discretion, addressed to the FDIC as Collateral Agent (and its successors and assigns) from the 

applicable local counsel with respect to the execution, due authorization for and enforceability of 

the REO Mortgage in the applicable state and covering such other opinions as reasonably 

requested by the FDIC as Collateral Agent. The FDIC reserves the right to provide a form 

opinion in which case to the extent any legal opinion omits or qualifies in any material way the 

opinions in such form or local counsel makes any material modifications to such form, such 

omissions, qualifications and modifications must first be approved by the FDIC as Collateral 

Agent. 

F. Property and Casualty Insurance. Each Ownership Entity should obtain liability 

and property insurance covering the Acquired Property and deliver evidence to the FDIC of such 

insurance in accordance with the notice provisions of section 13.6 of the LLC Operating 

Agreement. (LLC Operating Agreement §12.15) 

1. Such insurance should be from financially sound and reputable insurers, in 

such amounts, with such deductibles and covering such risks and otherwise on such terms and 

conditions as are customarily maintained by property owners for other real property similar to 

the Acquired Property in the area in which it is located, as determined by the Manager in 

accordance with the Servicing Standard and the provisions of the Transaction Documents. Such 

insurance should also satisfy the requirements for liability and property insurance set forth in the 

loan documents encumbering such Acquired Property immediately prior to the acquisition of the 

RA DC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
Acquired Property by the Ownership Entity. The FDIC as Collateral Agent and Advance 

Lender, the Company and the Manager should be listed as additional insured, loss payee, or 

mortgagee thereunder, as applicable. 

2. The FDIC should be added as an additional insured to each of the liability 

insurance policies maintained by the Ownership Entities as follows: 

• 	 Federal Deposit Insurance Corporation, in its corporate capacity, as Purchase 

Money Note Guarantor, ISA0A, 5 under that certain Guaranty Agreement. 

• 	 The FDIC as Collateral Agent, ISAOA, under that certain Reimbursement, 

Security and Guaranty Agreement dated as of January 26, 2011 among the 

Company, the other Grantors party thereto from time to time, including the FDIC 

in various capacities. 

• 	 The named insured language that names the applicable Ownership Entity as 

named insured should be broad enough to cover the FDIC as a 50% member of 

the Company (which is the 100% owner of each Ownership Entity). 

3. The FDIC should be listed as the loss payee to each of the property 

insurance policies maintained by the Ownership Entities as follows: 

• 	 Federal Deposit Insurance Corporation, as Receiver as Collateral Agent, ISAOA, 

under that certain Reimbursement, Security and Guaranty Agreement. 

4. Each policy must provide that the policy may not be cancelled or 

materially changed except upon 30 days prior notice to the FDIC as Collateral Agent and the 

Company and shall further provide that no act or thing done by the applicable Ownership Entity 

shall invalidate any policy as against the FDIC as Collateral Agent. 

G. Releases/Limited Power of Attorney 

1. The FDIC reserves the right to provide one or more limited powers 

of attorney (each an "LPOA") to the Manager (giving certain designated representatives of the 

Manager the power to act on behalf of the FDIC), each for a limited period and exercisable only 

so long as there shall not have occurred any Event of Default, for the sole purpose of executing 

on behalf of the FDIC as Collateral Agent all routine releases with respect to the lien of the REO 

Mortgages related to Dispositions of Acquired Property or portions thereof permitted under the 

Transaction Documents subject to such additional conditions as may be set forth on the LPOA or 

otherwise imposed by the FDIC, including pursuant to any applicable letter agreement required 

by the FDIC in coimection with issuance of any such LPOA (Designated by the FDIC via this 

Checklist to be part of the REO Collateral Documents.) 

5. 	 "ISAOA" is an industry acronym that means "Its Successors And/Or Assigns" and is often 

inserted in policies as such. 

RADC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134 2 
2. Such LPOA may, at the discretion of the FDIC, also gant the Manager 

authority to execute and/or file additional routine release documents (including relevant full or 

partial terminations of applicable UCCs granted in favor of the Collateral Agent) with respect to 

the applicable liens of the Collateral Agent in connection with the Disposition of any Loan, 

Acquired Property and/or Ownership Entity (or in each case relevant portions thereof) permitted 

under the Transaction Documents. 

3. Such LPOA may, at the discretion of the FDIC, gjant the Manager authority to 

execute applicable docuMents on behalf of the Collateral Agent with respect to payments (to the 

Collateral Agent as loss payee) under property insurance covering Acquired Property. 

RADC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
Tab 1 to 


Checklist for Acquired Properties 


Form of Mortgage 


RADC/CADC Venture 2010-2 


Reimbursement Guaranty and Security Agreement 


13312134.2 
AFTER RECORDING, RETURN TO: 

[CUSTODIAN] 

[ADDRESS] 

Attention: [ ] 

Reference: RADC/CADC Venture 2010-2, LLC 

MORTGAGE, SECURITY AGREEMENT,FINANCING STATEMENT, FIXTURE FILING 


AND ASSIGNMENT OF LEASES, RENTS', HOTEL REVENUE] AND SECURITY 


DEPOSITS 


THIS MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE 

FILING AND ASSIGNMENT OF LEASES, RENTS[, HOTEL REVENUE] AND SECURITY 

DEPOSITS (the "Security Instrument") is made as of the day of [ ], 201[] by [INSERT 

NAME OF OWNERSHIP ENTITY] a [ 1 (herein referred to as "Grantor"), having 

an address at [ ], in favor of Federal Deposit Insurance Corporation, as Receiver 

and as Collateral Agent (hereinafter referred to as "Grantee"), having an address at 550 17th 

Street NW (Room F-7014), Washington, DC 20429-0002. 

RECITALS: 

Reference is made to that certain Reimbursement, Security and Guaranty Ageement 

dated as of January 26, 2011, by and among RADC/CADC Venture 2010-2, LLC (the 

"Debtor"), each other Subsidiary Grantor that becomes a party thereto, Grantee and other parties 

thereto (the "Reimbursement, Security and Guaranty A2reement"). 

Grantor is a wholly owned subsidiary of Debtor, and by acquiring the Property defined 

below (being an Acquired Property, as defined in the Reimbursement, Security and Guaranty 

Agreement) Grantor is required by the Reimbursement, Security and Guaranty Ageement to 

execute and deliver to Grantee (a) a Joinder Agreement to become a Subsidiary Grantor under 

the Reimbursement, Security and Guaranty Ageement, among other things, to guaranty the 

payment and performance by Debtor of the Secured Obligations (also as defined in the 

Reimbursement, Security and Guaranty Agreement), and (b) this Security Instrument (referred to 

as an "REQ Mortgage" in the Reimbursement, Secutity and Guaranty Agreement). 

llntangible Tax 

Note to Clerk: This Security Instrument secures a guaranty obligation, and is made in favor of the FDIC, an agency of the government 

of the United States; accordingly no intangible tax is due in connection with the recordation hereof, pursuant to Istate statute sectionl.I 

RA DC/C A DC Venture 20 10-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
Capitalized terms used in this Security Instrument and which are not otherwise 

defined herein shall have the meanings ascribed to such terms in the RADC/CADC 

Venture 2010-2 Structured Transaction — Agreement of Common Definitions dated as of 

January 26, 2011 (including by reference therein). 

GRANTING CLAUSES 

NOW, THEREFORE, THIS SECURITY INSTRUMENT WITNESSETH: that for and 

in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable 

consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to 

secure the indebtedness and other obligations of Grantor hereinafter set forth, Grantor does 

hereby grant, bargain, sell, alien, remise, release, convey, assign, transfer, hypothecate, pledge, 

deliver, set over, warrant and confirm unto Grantee, its successors and assigns forever, WITH 

POWER OF SALE, all right, title and interest of Grantor in and to the following described 

property (collectively, the "Property"): 

(A) the real property lying and being in [ ] County, [State) and described in 

Exhibit "A" attached hereto and incorporated herein by reference (the "Land"); 

(B) all additional lands, estates and development rights hereafter acquired by Grantor 

for use in connection with the Land and the development of the Land and all additional lands and 

estates therein which may, from time to time, by supplemental mortgage or otherwise, be 

expressly made subject to the Lien of this Security Instrument; 

(C) the buildings, foundations, structures, improvements and fixtures now or hereafter 

located or erected on the Land (the "Improvements"); 

(D) (i) all streets, avenues, roads, alleys, passages, places, sidewalks, strips and gores 

of land and ways, existing or proposed, public or private, adjacent to the Land, and all 

reversionary rights with respect to the vacation of said streets, avenues, roads, alleys, passages, 

places, sidewalks and ways in the land lying thereunder; (ii) all air, light, lateral support, 

development, drainage, oil, gas and mineral rights, options to purchase or lease, waters, water 

courses and riparian rights now or hereafter pertaining to or used in connection with the Land 

and/or the Improvements; (iii) all and singular, the tenements, hereditaments, rights of way, 

easements, appendages and appurtenances and property now or hereafter belonging or in any 

way appertaining to the Land and/or the Improvements; and (iv) all estate, right, title, claim or 

demand whatsoever, either at Law or in equity, in possession or expectancy, of, in and to the 

Land and/or the Improvements (collectively, the "Appurtenances"); 

(E) the machinery, appliances, apparatus, equipment, fittings, fixtures, materials, 

goods, personal property and supplies now or hereafter located on the Land and/or 

Improvements, articles of personal property including, without limitation, any of such personal 

property superior in Lien to the Lien of this Security Instrument and goods of every kind and 

nature whatsoever used in connection with the Land and/or the Improvements and all additions 

to and renewals and replacements thereof, and all substitutions therefor, now or hereafter affixed 

to, attached to, placed upon or located upon or in the Land and/or the Improvements, or any part 

thereof, and used in connection with the use, ownership, management, maintenance, enjoyment 

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or operation of the Land and/or the Improvements in any present or future occiipancy or use 

thereof and now owned or leased (to the extent permitted by the applicable Lease) or hereafter 

owned or leased by Grantor, including, but without limiting the generality of the foregoing, all 

heating, lighting, laundry, cooking, incinerating, loading, unloading and power equipment, 

boilers, dynamos, engines, pipes, pumps, tanks, motors, conduits, switchboards, plumbing, 

lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating and 

communications apparatus, air cooling and air conditioning apparatus, building materials and 

equipment, elevators, escalators, carpeting, shades, draperies, awnings, screens, doors and 

windows, blinds, and furnishings located on the Land and/or the Improvements (other than 

equipment and personal property of tenants or guests of the Land and/or the Improvements, or 

any part thereof) (hereinafter collectively called "Bui1din2 Equipment"); 

(F) all leases, subleases, underlettings, concession agreements and licenses of the 

Property or any part thereof, including, without limitation, all guarantees, letters of credit and 

any other credit support given by any guarantor with respect thereto now existing or hereafter 

entered into by Grantor including, without limitation, any cash and securities deposited 

thereunder (collectively, "Leases"), the grant of such cash and securities hereunder being 

expressly subject to the provisions of the applicable Leases and, subject to the provisions of 

Section 2 below, and the right to receive and collect the revenues, income, rents, issues, profits, 

royalties and other benefits payable under any of the Leases, [all revenues, income, rents, issues, 

profits, termination or surrender fees, penalties and other amounts arising from the use or 

enjoyment of all or any portion of the Property, including, without limitation, the rental or 

surrender of any office space, retail space, parking space, halls, stores, and offices Of every kind, 

the rental or licensing of signs, sign space or advertising space and all rentals, revenues, receipts, 

income, accounts, accounts receivable, cancellation fees, penalties, credit card receipts and other 

receivables relating to or arising from rentals, rent equivalent income, income and profits from 

guest rooms, meeting rooms, conference and banquet rooms, food and beverage facilities, health 

clubs, vending machines, parking facilities, telephone and television systems, guest laundry, the 

provision or sale of other goods and services, and any other items of revenue, receipts or other 

income as identified in the Uniform System of Accounts for Hotels, 9 th Edition, International 

Association of Hospitality Accountants (1996), as from time to time amended (collectively, 

"Hotel Revenue")]i and all revenues, income, rents, issues and profits otherwise arising from the 

use or enjoyment of all or any portion of the Property (collectively, "Rents"); 

(G) all proceeds, judgments, claims, compensation, awards or payments hereafter 

made or to be made to Grantor for (i) the taking, whether permanent or temporary, by 

condemnation, eminent domain, or for any conveyance made in lieu of such taking, of the whole 

or any part of the Property, including, without limitation, all proceeds, judgments, claims, 

compensation awards or payments for changes of grade of streets or (ii) any other injury to or 

decrease in the value of the Property, whether direct or consequential, all of which awards and 

I Use in hotel transactions 

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payments are hereby assigned to Grantee (including, without limitation, any claim and the 

proceeds of any claim against the "BP Oil Spill Disaster Fund" or any such similar claim), who 

is hereby authorized to collect and receive the proceeds thereof and to give proper receipts and 

acquittances therefor, and to apply the same toward the payment of the indebtedness in such 

order as Grantee may determine in accordance with the provisions of the Reimbursement, 

Security and Guaranty Agxeement without regard to the adequacy of Grantee's security 

hereunder and notwithstanding the fact that the amount thereof may not then be due and payable, 

and toward the payment of reasonable counsel fees, costs and disbursements incurred by Grantee 

in connection with the collection of such awards or payments; and Grantor hereby agrees, upon 

request, to make, execute and deliver any and all further assignments and other instruments 

sufficient for the purpose of confirming this assignment of said proceeds, judgments, claims, 

compensation awards or payments to Grantee, free, clear and discharged of any encumbrances of 

any kind or nature whatsoever other than any permitted encumbrances; the foregoing shall 

include any claim and the proceeds of any claim against the "BP Oil Spill Disaster Fund;" 

(H) all refunds, rebates or credits in connection with a reduction in real estate Taxes 

and assessments charged against the Property as a result of Tax certiorari or any applications or 

proceedings for reduction; 

(I) all unearned premiums paid under insurance policies now or hereafter obtained by 

Grantor to the extent the same insure the Property and any other insurance policies required to be 

maintained to the extent the same insure the Property, including, without limitation, liability 

insurance policies and Grantor's interest in and to all proceeds of the conversion (and the interest 

payable thereon, voluntary or involuntary), of the Property, or any part thereof, into cash or 

liquidated claims including, without limitation, proceeds of casualty insurance, title insurance or 

any other insurance maintained on or with respect to the Property (other than liability insurance); 

(J) all extensions, improvements, betterments, renewals, substitutes and replacements 

of, and all additions and Appurtenances to, the Property, hereafter acquired by or released to 

Grantor or constructed, assembled or placed by Grantor on the Property, and all conversions of 

the security constituted thereby; immediately upon such acquisition, release, construction, 

assembling, placement or conversion, as the case may be, and in each such case, to the extent 

permitted by Law, without any further mortgage, conveyance, assignment or other act by 

Grantor, all such extensions, improvements, betterments, renewals, substitutes and replacements 

shall become subject to the Lien of this Security Instrument as fully and completely, and with the 

same effect, as though now owned by Grantor and specifically described herein; 

(K) to and under, to the extent the same may be encumbered or assigned by Grantor 

pursuant to the terms thereof without occurrence of a breach or default thereunder and to the 

extent permitted by applicable Law, and without impairment of the validity or enforceability 

thereof, (i) any reciprocal easement agreements and all contracts and agreements relating to the 

Property (other than the Leases), and other documents, books and records related to the 

ownership and operation of the Property; (ii) to the extent permitted by Law, all licenses 

(including, without limitation, to the extent permitted by Law, any licenses held by Grantor 

permitting the sale of liquor at any of the Property, the transfer and/or assignment of which is 

permitted by Law without filing or other qualification), warranties, guaranties, building permits 

and government approvals relating to or required for the construction, completion, occupancy 

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and operation of the Property; (iii) all plans and specifications for the construction of the 

Improvements, including, without limitation, installations of curbs, sidewalks, gutters, 

landscaping, utility connections and all fixtures and equipment necessary for the construction, 

operation and occupancy of the Improvements; and (iv) all such other contracts and agreements 

(other than the Leases) from time to time executed by Grantor relating to the ownership, 

management, leasing, construction, maintenance, operation, occupancy or sale of the Property, 

together with all rights of Grantor to compel performance of the terms of such contracts and 

agreements; 

(L) to the extent the same may be encumbered or assigned by Grantor pursuant to the 

terms thereof and to the extent permitted by Law, to and under documents, instruments, and 

general intangibles, as the foregoing terms are defined in the Uniform Commercial Code as in 

effect in the jurisdiction in which the Property is located (the "UCC"), and credit card 

receivables and escrows, in any case which now or hereafter relate to, are derived from, or are 

used in connection with the Property, and all contract rights, franchises, books, records, plans, 

specifications, licenses, actions and causes of action which now or hereafter relate to, are derived 

from or used in connection with the Property or the use, operation, maintenance, occupancy or 

enjoyment thereof or the conduct of any business or activities thereon (collectively, the property 

described in the foregoing paragraphs (F), (G), (I), (K) and this paragraph (L), the 

"Intangibles"); 

(M) all proceeds, both cash and noncash, of the foregoing which may be sold or 

otherwise be disposed of pursuant to the terms hereof; and 

(N) all Secured Parties Collateral, as defined in Section 3.1 of the Reimbursement, 

Security and Guaranty Agreement, pertaining to the Property described herein. 

TO HAVE AND TO HOLD THE PROPERTY hereby conveyed, or mentioned and 

intended so to be, whether now owned or held or hereafter acquired, as security, WITH POWER 

OF SALE, unto Grantee, its successors and assigns, forever, upon the terms and conditions set 

forth herein and to secure the performance of, and compliance with, the Secured Obligations. 

THIS INSTRUMENT IS A MORTGAGE and is also a security agreement granting a 

present and continuing security interest and security title in the portion of the Property 

constituting personal property or fixtures. Grantee may file any and all UCC financing 

statements to perfect the security interest granted to Grantee pursuant to this Security Instrument. 

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This Security Instrument is given to secure Grantor's guaranty of the payment and 

performance of [a portion of] the Secured Obligations, said [portion] [amount] being limited to 

the principal amount of AND NO/100 DOLLARS 

),2 including all funds advanced under any advance facility agreement on, prior ($ 

to or after the date hereof, (ii) any other amount or amounts that may be added to the 

indebtedness under the terms of this Security Instrument, and (iii) performance and observance 

of all of the terms, covenants and conditions of this Security Instrument and the other 

Transaction Documents (collectively, the "Grantor Secured Obligations"). [Subject to the 

provisions of the Reimbursement, Security and Guaranty Agreement, the maturity date of the 

Grantor Secured Obligations is the earlier to occur of the termination of the Debtor or the 10th 

anniversary of the date hereof1 3 

Should the indebtedness secured hereby be paid in full in accordance with the 

Reimbursement, Security and Guaranty Agreement, then this Security Instrument shall be 

cancelled and surrendered, it being intended by the parties hereto that this Security Instrument 

shall operate as a mortgage. 

I. COVENANTS 

Grantor covenants and agrees, so long as any of the Grantor Secured Obligations secured 

hereby shall remain unpaid or unperformed: 

(A) to pay all Taxes and assessments that may be Liens upon the Property, before they 

become delinquent; 

(B) to the extent property insurance proceeds or condemnation awards are made 

available to Grantor in the event of a casualty or condemnation affecting the Property, promptly 

to restore the Improvements to as nearly as is practicable their condition prior to such casualty or 

condemnation, provided that the distribution of any such casualty or condemnation proceeds to 

the Grantor shall be made in accordance with the terms and conditions governing the distribution 

of cash flow from the Property under the Reimbursement, Security and Guaranty Agreement; 

(C) to perform the obligations of the Manager (as defined in the LLC Operating 

Agreement) set forth in Section 12.18 of the LLC Operating Agreement or cause Manager to 

perform such obligations to the extent same are applicable to the Property; and 

Insert the full amount of the Secured Obligations under the Reimbursement, Security and 

Guaranty Agreement, unless there is a mortgage recording tax that is based upon the stated 

principal balance of the obligations secured by the REO Mortgage, in which case the amount 

of the mortgage may be capped at 105% of the Value of the Property. 

3 . To be included to the extent required by the law of the local jurisdiction. 

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2 
(D) to perform the obligations of the Servicer (as defined in the Servicing Agreement, 

as hereinafter defined) set forth in Section 3.4 of the Servicing Agreement or cause Servicer to 

perform such obligations to the extent the same are applicable to the Property. As used herein, 

"Servicing Agreement" shall have the meaning given in the LLC Operating Agreement. 

Grantor hereby further covenants and agjees that upon the occurrence and during the 

continuance of an Event of Default (defined below), then and in that event, the entire amount of 

the Guarantor Secured Obligations shall, at the option of Grantee, then and thereby become and 

be due and payable forthwith without presentment, demand, protest or additional notice of any 

kind, all of which are expressly waived by Grantor to the extent permitted by Law. 

2. LICENSE TO COLLECT RENTS( AND HOTEL REVENUE] 

Grantee and Grantor hereby confirm that for so long as no Event of Default shall have 

occurred and is continuing, Grantee has granted to Grantor a revocable license to collect and use 

the Rents [and Hotel Revenue] as they become due and payable in accordance with the 

provisions of the Reimbursement, Security and Guaranty Agreement; provided that the existence 

of such right shall not be subordinate to any subsequent assignment, in whole or in part, by 

Grantor, and any such subsequent assignment shall be subject and subordinate to Grantee's rights 

under this Security Instrument. Grantor further agrees to execute and deliver such assignments 

of leases and rents as Grantee may from time to time reasonably request in order to better assure, 

transfer and confirm to Grantee the rights intended to be granted to Grantee with respect thereto. 

Upon the occurrence and during the continuance of an Event of Default (defined below) (1) 

Grantor agrees that Grantee may, but shall not be obligated to, assume the management of the 

Property, and collect the Rents [and Hotel Revenue], applying the same upon the Secured 

Obligations, and (2) Grantor hereby authorizes and directs all tenants, purchasers or other 

Persons occupying, utilizing or acquiring any interest in any part of the Property to pay all Rents 

[and Hotel Revenue] to Grantee upon Grantee's request. Upon the occurrence and during the 

continuance of an Event, of Default (defined below), Grantee shall have and hereby expressly 

reserves the right and privilege (but assumes no obligation), to demand, collect, sue for, receive 

and recover the Rents [and Hotel Revenue], or any part thereof, now existing or hereafter made, 

and apply the same in accordance with the Reimbursement, Security and Guaranty Agreement 

and applicable Law. By exercising such right and privilege or taking any of the other actions 

authorized under this Section 2, Grantor shall not become a mortgagee-in-possession or 

otherwise assume any obligations or liabilities thereby. 

3 . SECURITY AGREEMENT 

This Security Instrument constitutes a security agreement under applicable Law. 

4. LEASE SUBORDINATION AND ATTORNMENT 

(A) Leases To Be Subordinate. All new Leases and Lease modifications entered into 

by Grantor after the date hereof shall by their express terms be subject and subordinate to this 

Security Instrument, the Reimbursement, Security and Guaranty Agreement and each of the 

other Secured Parties Collateral Documents (through a subordination provision contained in such 

Lease or otherwise) and shall provide that the Person holding any rights thereunder shall attorn 

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to Grantee or any other Person succeeding to the interests of Grantee upon the exercise of its 

remedies hereunder or any transfer in lieu thereof on the terms set forth in this Security 

Instrument. 

(B) Attornment. Each new Lease and Lease modification entered into from and after 

the date hereof shall provide that in the event of the enforcement by Grantee of any remedy 

under this Security Instrument or the Reimbursement, Security and Guaranty Agreement, the 

tenant under such Lease shall, at the option of Grantee or of any other Person succeeding to the 

interest of Grantee as a result of such enforcement, attorn to Grantee or to such Person and shall 

recognize Grantee or such successor in the interest as lessor under such lease without change in 

the provisions thereof; provided, however, Grantee or such successor in interest shall not be 

liable for or bound by (i) any payment of an installment of rent or additional rent which may 

have been made more than 30 days before the due date of such installment, (ii) any act or 

omission of or default by Grantor under any such Lease (but the Grantee, or such successor, shall 

be subject to the continuing obligations of the landlord to the extent arising from and after such 

succession to the extent of Grantee's, or such successor's, interest in the Property), (iii) any 

credits, claims, setoffs or defenses which any tenant may have against Grantor, (iv) any 

obligation on Grantor's part, pursuant to such Lease, to perform any tenant improvement work or 

(v) any obligation on Grantor's part, pursuant to such Lease, to pay any sum of money to any 

tenant. Each such new Lease shall also provide that, upon the reasonable request by Grantee or 

such successor in interest, such tenant shall execute and deliver an instrument or instruments 

confirming such attornment. 

5. WARRANTY OF TITLE 

Grantor warrants that it has good and marketable title to the Property and has the right to 

mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the same, that Grantor 

possesses an unencumbered fee simple absolute estate in the Land and the Improvements and 

that it owns the Property free and clear of all Liens, encumbrances and charges whatsoever 

except for those matters set forth in Exhibit B attached hereto and incorporated herein by 

reference or those matters shown as exceptions in the title insurance policy insuring the Lien of 

this Security Instrument, or as otherwise expressly permitted hereunder or under any of the other 

Transaction Documents. Grantor shall forever warrant, defend and preserve the title and the 

validity and the priority of the Lien of this Security Instrument and shall forever warrant and 

defend the same to Grantee against the claims of all persons whomsoever. 

6. EVENT OF DEFAULT 

The Grantor Secured Obligations shall be immediately due and payable, without further 

notice or demand, upon the occurrence during the continuance of any of the following (each an 

"Event of Default"): (a) Grantor sells, assigns, conveys, transfers or otherwise disposes of any 

legal, beneficial or equitable interest in all or any part of the Land in violation of the Transaction 

Documents or Secured Parties Collateral Documents; or (b) the occurrence of an "Event of 

Default" as defined in Section 4.1 of the Reimbursement, Security and Guaranty Agreement, 

continuing beyond any applicable cure period; or (c) any other failure (other than those specified 

in subparts (a) or (b) above) on the part of Grantor duly to observe or perform in any material 

respect any other covenants or agreements on the part of Grantor contained in this Security 

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Instrument which continues unremedied for a period of 30 days or more after the date on which 

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

Grantor (in accordance with Section 13.9 of the Reimbursement, Security and Guaranty 

Agreement); provided, however, that in the case of a failure that cannot be cured within 30 days, 

the cure period shall be extended for an additional 30 days if Grantor can demonstrate to the 

reasonable satisfaction of Grantee that Grantor has commenced and is diligently pursuing 

remedial action. 

7. REMEDIES 

Upon the occurrence and during the continuation of an Event of Default hereunder, 

Grantee may take such actions against Grantor and/or against the Property or any portion thereof 

as Grantee determines is necessary to protect and enforce its rights hereunder, without notice or 

demand except as set forth below or as required under applicable Law. Any such actions taken 

by Grantee shall be cumulative and concurrent and may be pursued independently, singly, 

successively, together or otherwise, at such time and in such order as Grantee may determine in 

its sole discretion, to the fullest extent permitted by Law, without impairing or otherwise 

affecting the other rights and remedies of Grantee permitted by Law, equity or contract or as set 

forth herein or in the other Secured Parties Collateral Documents. Grantee's determination of 

appropriate action may be based on an appropriate real estate or other consultant and/or counsel, 

and Grantee may rely conclusively on such advice. Grantor shall pay such consultants' and 

reasonable attorneys' fees and expenses incurred by Grantee pursuant to this Section 7. Such 

actions may include, without limitation, the following: 

(A) Entry. Subject to the provisions and restrictions of applicable Law, Grantee, 

personally, or by its agents or attorneys, at Grantee's election, may enter into and upon all or any 

part of the Property (including, but not limited to, the Land and the Improvements and any part 

thereof), and may exclude Grantor, its agents and servants therefrom (but such entry shall be 

subject to any non-disturbance agreements then in effect); and Grantee, having and holding the 

same, may use, operate, manage and control the Property or any part thereof and conduct the 

business thereof, either personally or by its superintendents, managers, agents, servants, 

attorneys or receiver. Upon every such entry, Grantee may, at the reasonable expense of the 

Property and/or Grantor, from time to time, either by purchase, repair or construction, maintain 

and restore the Property or any part thereof, and may insure and reinsure the same in such 

amount and in such manner as may seem to them to be advisable. Similarly, from time to time, 

Grantee may, at the expense of Grantor (which amounts may be disbursed by Grantee from the 

Property on behalf of Grantor), make all necessary or proper repairs, renewals, replacements, 

alterations, additions, betterments and improvements to and on the Property or any part thereof 

as it may deem advisable. Grantee or its designee shall also have the right to manage and 

operate the Property or any part thereof and to carry on the business thereof and exercise all 

rights and powers of Grantor with respect thereto, either in the name of Grantor or otherwise, as 

may seem to them to be advisable. In confirmation of the grant made in Granting Clause (F) 

hereof, in the case of the occurrence and continuation of an Event of Default, Grantee shall be 

entitled to collect and receive all rents to be applied in the order of priorities and amounts as shall 

be provided for in this Section 7. Grantee shall be liable to account only for rents and other 

proceeds actually received by Grantee. 

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(B) Foreclosure. 

(i) Grantee, with or without entry, personally or by its agents or 

attorneys, insofar as applicable, and in addition to any and every other remedy, may (a) sell to 

the extent permitted by Law and pursuant to the power of sale gt -anted herein, all and singular, 

the Property, and all estate, right, title and interest, claim and demand therein, and right of 

redemption thereof, at one or more sales, as an entirety or in parcels, and at such times and 

places as required or permitted by Law and as are customary in the county in which the Property 

is located and upon such terms as Grantee may fix and specify in the notice of sale to be given to 

Grantor (and in such other notice published or otherwise given as provided by Law), or as may 

be required by Law; (b) institute proceedings for the complete or partial foreclosure of this 

Security Instrument under the provisions of the Laws of the jurisdiction or jurisdictions in which 

the Property or any part thereof is located, or under any other applicable provision of Law; or (c) 

take all steps to protect and enforce the rights of Grantee, whether by action, suit or proceeding 

in equity or at Law (for the specific performance of any covenant, condition or agreement 

contained in this Security Instrument, or in aid of the execution of any power herein granted, or 

for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable 

remedy), or otherwise, as Grantee, being advised by counsel and its financial advisor, shall deem 

advisable to protect and enforce any of their rights or duties hereunder. 

(ii) Grantee may conduct any number of sales from time to time. The 

power of sale shall not be exhausted by any one or more such sales as to any part of the Property 

remaining unsold, but shall continue unimpaired until the entire Property shall have been sold. 

(iii) Upon taking title to the Property (whether by foreclosure, deed in 

lieu or otherwise) by Grantee or any other purchaser or assignee of the Property after an Event of 

Default, Grantor shall assign and transfer all of its right, title and interest in and to the Property 

to Grantee or such other purchaser or assignee, as appropriate. Grantor hereby irrevocably 

appoints Grantee as its attorney-in-fact to execute all documents and take all actions necessary to 

effectuate such assignment and transfer, provided that such power may only be exercised by 

Grantee while an Event of Default exists and is continuing. 

(C) Specific Performance. Grantee, in its sole and absolute discretion, may institute 

an action, suit or proceeding at Law or in equity for the specific performance of any covenant, 

condition or agreement contained herein or in aid of the execution of any power ganted 

hereunder or for the enforcement of any other appropriate legal or equitable remedy. 

(D) Sale of Property. 

Grantee may postpone any sale of all or any part of the Property to 

be made under or by virtue of this Section 7 by public armouncement at the time and place of 

such sale, or by publication, if required by Law, and, from time to time, thereafter, may further 

postpone such sale by public announcement made at the time of sale fixed by the preceding 

postponement. 

(ii) Upon the completion of any sale made by Grantee under or by 

virtue of this Section 7, Grantee shall execute and deliver to the accepted purchaser or purchasers 

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a good and sufficient deed or deeds or other appropriate instruments, conveying, assigning and 

transferring all its estate, right, title and interest in and to the property and rights so sold. 

Grantee is hereby appointed the true and lawful irrevocable attorney-in-fact of Grantor in its 

name and stead or in the name of Grantee to make all necessary conveyances, assignments, 

transfers and deliveries of the property and rights so sold, and, for that purpose, Grantee may 

execute all necessary deeds and other instruments of assignment and transfer, and may substitute 

one or more persons with like power, Grantor hereby ratifying and confirming all that such 

attorney or attorneys or such substitute or substitutes shall lawfully do by virtue hereof; 

provided, however, that such power of attorney shall be effective only for so long as an Event of 

Default shall exist and be continuing. Grantor shall, nevertheless, if so requested in writing by 

Grantee, ratify and confirm any such sale or sales by executing and delivering to Grantee or to 

such purchaser or purchasers all such instruments as may be advisable, in the judgment of 

Grantee, for such purposes and as may be designated in such request. Any such sale or sales 

made under or by virtue of this Section 7 shall operate to divest all the estate, right, title, interest, 

claim and demand, whether at Law or in equity, of Grantor in and to the property and rights so 

sold, and shall be a perpetual bar, at Law and in equity, against Grantor, its successors and 

assigns and any Person claiming through or under Grantor and its successors and assigns. 

(iii) The receipt of Grantee for the purchase money paid as a result of 

any such sale shall be a sufficient discharge therefor to any purchaser of the property or rights, or 

any part thereof, so sold. No such purchaser, after paying such purchase money and receiving 

such receipt, shall be bound to see to the application of such purchase money upon or for any 

trust or purpose of this Security Instrument, or shall be answerable, in any manner, for any loss, 

misapplication or non-application of any such purchase money or any part thereof, nor shall any 

such purchaser be bound to inquire as to the authorization, necessity, expediency or regularity of 

such sale. 

(iv) Upon any sale made under or by virtue of this Section 7, Grantee 

may bid for and acquire the Property or any part thereof and, in lieu of paying cash therefor, may 

make settlement for the purchase price by crediting upon the Grantor Secured Obligations 

secured by this Security Instrument the net proceeds of sale, after deducting thefefrom the 

expense of the sale and the costs of the action and any other sums which Grantee is authorized to 

deduct under this Security Instrument. The person making such sale shall accept such settlement 

without requiring the production of this Security Instrument, and there shall be deemed credited 

to the indebtedness and Grantor Secured Obligations under this Security Instrument the net 

proceeds of such sale. Grantee, upon acquiring the Property or any part thereof, shall be entitled 

to own, hold, lease, rent, operate, manage or sell the same in any manner permitted by applicable 

Laws. 

(E) Voluntary Appearance; Receivers. Upon the occurrence and during the 

continuance of any Event of Default hereunder, and immediately upon commencement of (i) any 

action, suit or other legal proceeding by Grantee to obtain judgment for the principal and interest 

on the Grantor Secured Obligations and any other sums required to be paid pursuant to the 

Reimbursement, Security and Guaranty Agreement, or (ii) any action, suit or other legal 

proceeding by Grantee of any other nature in aid of the enforcement of the Secured Parties 

Collateral Documents or any of them, Grantor will (a) enter its voluntary appearance in such 

action, suit or proceeding, and (b) if required by Grantee, consent to the appointment of one or 

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more receivers of the Property and all of the Rents [and Hotel Revenue). After the occurrence of 

any Event of Default, or upon the filing of a bill in equity to foreclose this Security Instrument or 

to enforce the specific performance hereof or in aid thereof, or upon the commencement of any 

other judicial proceeding to enforce any right of Grantee, Grantee shall be entitled, subject to 

applicable state Law, as a matter of right, if it shall so elect, without notice to any other party and 

without regard to the adequacy of the security of the Property, forthwith, either before or after 

declaring the principal and interest on the Grantor Secured Obligations to be due and payable, to 

the appointment of such a receiver or receivers. Any receiver or receivers so appointed shall 

have such powers as a court or courts shall confer, which may include, without limitation, any or 

all of the powers which Grantee is authorized to exercise by the provisions of this Section 7, and 

shall have the right to incur such obligations and to issue such certificates therefor as the court 

shall authorize. Notwithstanding the foregoing, Grantee as a matter of right may appoint or 

secure the appointment of a receiver, trustee, liquidator or similar official of the Property or any 

portion thereof, and Grantor hereby irrevocably consents and agrees to such appointment, 

without notice to Grantor and without regard to the value of the Property or adequacy of the 

security for the indebtedness secured hereby and without regard to the solvency of the Grantor or 

any other Person liable for the payment of such indebtedness, and such receiver or other official 

shall have all rights and powers permitted by applicable Law and such other rights and powers as 

the court making such appointment may confer, but the appointment of such receiver or other 

official shall not impair or in any manner prejudice the rights of Grantee to receive the rents 

pursuant to the Reimbursement, Security and Guaranty Agreement. 

(F) UCC Remedies. Grantee may exercise any or all of the remedies granted to a 

secured party under the UCC, specifically including, without limitation, the right to recover its 

reasonable attorneys' fees and disbursements and other expenses incurred by Grantee in the 

enforcement of this Security Instrument or in connection with Grantor's redemption of its 

interest in the Improvements or Building Equipment or Intangibles. Grantee may exercise its 

rights under this Security Instrument independently of any other collateral or guaranty that 

Grantor may have granted or provided to Grantee in order to secure payment and performance of 

the Grantor Secured Obligations, and Grantee shall be under no obligation or duty to foreclose or 

levy upon any other collateral given by Grantor to secure any Grantor Secured Obligation or to 

proceed against any guarantor before enforcing its rights under this Security Instrument. 

(G) Other Rights. Grantee may pursue against Grantor any other rights and remedies 

of Grantee permitted by Law, equity or contract or as set forth herein or in the other Secured 

Parties Collateral Documents. 

(H) Retention of Possession. Notwithstanding the appointment of any receiver, 

liquidator or trustee of Grantor, or any of its property, or of the Property or any part thereof, 

Grantee, to the extent permitted by Law, shall be entitled to retain possession and control of all 

Property now or hereafter granted to or held by Grantee under this Security Instrument. 

(I) Suits by Grantee. All rights of action under this 'Security Instrument, subject to 

applicable state Law, may be enforced by Grantee without the possession of any Purchase 

Money Note or the Guaranty Agreement and without the production thereof or this Security 

Instrument at any trial or other proceeding relative thereto; provided, however, Grantee shall in 

any event certify that it is the current holder of any Purchase Money Note. Any such suit or 

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proceeding instituted by Grantee shall be brought in the name of Grantee and any recovery of 

judgment shall be subject to the rights of Grantee. 

(J) Remedies Cumulative. No remedy herein (or pursuant to the Reimbursement, 

Security and Guaranty Agreement or any Secured Parties Collateral Document) conferred upon 

or reserved to Grantee shall exclude any other remedy, and each such remedy shall be 

cumulative and in addition to every other remedy given hereunder or now or hereafter existing at 

Law or in equity. No delay or omission of Grantee to exercise any right or power accruing upon 

any Event of Default shall impair any such right or power nor be construed to be a waiver of any 

such Event of Default or an acquiescence therein. Every power and remedy given to Grantee by 

this Security Instrument or any other Secured Parties Collateral Document may be exercised 

from time to time and as often as Grantee may deem expedient. Nothing in this Security 

Instrument shall affect Grantor's obligations to pay the principal of, and interest on, the Grantor 

Secured Obligations in the manner and at the time and place expressed in the Reimbursement, 

Security and Guaranty Ageement. 

(K) Waiver of Rights. Grantor agrees that, to the fullest extent permitted by Law, it 

will not at any time, (1) insist upon, plead or claim or take any benefit or advantage of any stay, 

extension or moratorium Law, wherever enacted, now or at any time hereafter in force, which 

may affect the covenants and terms of performance of this Security Instrument or any Secured 

Parties Collateral Document, (2) claim, take or insist upon any benefit or advantage of any Law, 

now or at any time hereafter in force, providing for valuation or appraisal of the Property, or any 

part thereof, prior to any sale or sales thereof which may be made pursuant to any provision 

herein contained, or pursuant to the decree, judgment or order of any court of competent 

jurisdiction, or (3) after any such sale or sales, claim or exercise any right under any statute 

heretofore or hereafter enacted by the United States or any jurisdiction or otherwise to redeem 

the Property and rights sold pursuant to such sale or sales or any part thereof. Grantor hereby 

expressly waives all benefits and advantages of such Laws, and covenants, to the fullest extent 

permitted by Law, not to hinder, delay or impede the execution of any power herein granted or 

delegated to Grantee, but will suffer and permit the execution of every power as though no such 

Laws had been made or enacted. Grantor for itself and all who may claim through or under it, 

waives, to the extent it lawfully may do so, any and all homestead rights, any and all rights to 

reinstatement, and any and all right to have the property comprising the Property marshaled upon 

any foreclosure of the Lien hereof. 

8. FUTURE ADVANCES 

The indebtedness and obligations secured by this Security Instrument may 

fluctuate from time to time as advances and payments are made in accordance with the 

Transaction Documents. Fluctuations in the indebtedness and obligations shall not, however, 

affect the validity or priority of the Lien created hereby, and all such indebtedness and 

obligations shall be secured by this Security Instrument with the same priority as if all existed on 

the date hereof Without limiting the foregoing, this Security Instrument shall secure Grantor's 

guaranty of any and all present or future advances under the Transaction Documents, plus any 

interest thereon, and all shall have the same Lien priority as if made as of the date hereof 

including, without limitation: (i) all advances made by Grantee or any of the Secured Parties to 

Grantor (including any advances made under any advance facility agreement); (ii) all advances 

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of Company funds for any development, construction, alteration, repair, restoration, maintenance 

and completion of any Improvements; and (iii) all advances made or costs incurred directly or 

indirectly by the Grantee or any Secured Party for the payment of real estate Taxes, assessments 

or other governmental charges, maintenance charges, insurance premiums, appraisal charges, 

environmental inspection, audit, testing or compliance costs, and costs incurred directly or 

indirectly by the Grantee or any Secured Party for the enforcement and protection of the Property 

or the Lien of this Security Instrument; and (iv) all legal fees, costs and other expenses incurred 

directly or indirectly by Grantee and any other Secured Party by reason of any default or 

otherwise in connection with any of the Transaction Documents. 

9. MISCELLANEOUS 

(A) The title, interest, rights and powers granted herein by Grantor to Grantee, 

particularly the power of sale granted herein, shall inure to the benefit of anyone to whom 

Grantee shall assign the indebtedness herein secured, or convey the property herein described, as 

well as to the successors and legal representatives of Grantee. 

(B) Grantor, at its own cost and expense, shall promptly execute and deliver all 

further instruments and documents, and take all further action, that may be necessary, or that 

Grantee may reasonably request in order to perfect, to ensure the continued perfection of and to 

protect the security interest now granted onto the Grantee hereafter intended to be granted to 

Grantee under this Security Instrument or the other Secured Parties Collateral Documents. 

Grantor shall notify Grantee in writing no less than 30 days prior to a change of address. 

(C) The parties hereto shall in no event be deemed to have contracted for a greater 

rate of interest than the maximum rate permitted by Law. Should a greater amount be collected, 

it shall be construed as a mutual mistake of the parties and the excess shall be returned to the 

party paying same. 

(D) EACH PARTY TO THIS SECURITY INSTRUMENT AGREES AND ELECTS 

THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS 

LAW OF THE STATE OF NEW YORK, THIS SECURITY INSTRUMENT SHALL BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE 

THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR 

THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS, 

SECURITY TITLE AND SECURITY INTERESTS WITH RESPECT TO THE 

PROPERTY CONSTITUTING REAL PROPERTY CREATED PURSUANT HERETO 

SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE 

JURISDICTION IN WHICH THE PROPERTY IS LOCATED. NOTHING IN THIS 

AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION OR INACTION BY ANY 

PARTY TO THIS AGREEMENT. 

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(E) In consideration and by accepting the benefits of the Lien and security interest 

ganted on and in the Property by this Security Instrument, Grantee agrees it will fully release its 

Lien and security interest granted herein upon sale of the Property at or above the Release Price 

set forth on Exhibit C attached hereto and incorporated herein by reference (but only to the 

extent that such sale is not in contravention of the provisions of the Reimbursement, Security and 

Guaranty Agreement and other applicable Transaction Documents). 

(F) In the event of any conflict between the provisions of this Security Instrument and 

the Reimbursement, Securities and Guaranty Agreement, the provisions of the Reimbursement, 

Security and Guaranty Agreement shall control. 

(G) Whenever the terms "Grantor" or "Grantee" are used in this Security 

Instrument, such terms shall be deemed to include the heirs, administrators, executors, 

successors and assigns of said parties. All rights and powers herein granted to Grantee shall 

inure to and include Grantee's heirs, administrators, executors, successors and assigns, and all 

obligations herein imposed on Grantor shall extend to and include Grantor's heirs, 

administrators, executors, successors and assigns. 

(H) Each part of this Security Instrument is intended to be severable. If any term, 

covenant, condition or provision hereof is unlawful, invalid or unenforceable for any reason 

whatsoever, such illegality, invalidity or unenforceability shall not affect the legality, validity or 

enforceability of the remaining parts of this Security Instrument and all such remaining parts 

hereof shall be valid and enforceable and have full force and effect as if the invalid or 

unenforceable part had not been included. 

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IN WITNESS WHEREOF, Grantor has executed this instrument [under seal,] the day 

and year first above written. 

LLC, 

a limited liability company] 

By: [ la limited 

liability company, its sole member 

By: [ ] a [ 1 its [Managing 

Member][Manager] 

By: 

Name: 

Title: 

[LOCAL COUNSEL TO DETERMINE IF WITNESS IS NECESSARY, IF SEAL IS 

NECESSARY AND TO PROVIDE APPROPRIATE NOTARY BLOCK] 

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EXHIBIT "A" 


Legal Description 

RA DC/CADC Venture 2010-2 


Reimbursement Guaranty and Security Agreement 


13312134.2 

EXHIBIT "B" 


Permitted Exceptions 

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Reimbursement Guaranty and Security Agreement 


13312134.2 

EXHIBIT "C" 


Release Price 


[Release Price to be determined in accordance with the Transaction Documents.] 

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Reimbursement Guaranty and Security Agreement 


13312134 2 

Tab 2 to 


Checklist for Acquired Properties 


Form of Deed of Trust 


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13312134.2 
AFTER RECORDING, RETURN TO: 

CUSTODIAN] 

[ADDRESS] 

Attention: [ 

Reference: RADC/CADC Venture 2010-2, LLC 

DEED OF TRUST SECURITY AGREEMENT, FINANCING STATEMENT, 

FIXTURE FILING AND ASSIGNMENT OF LEASES, RENTS[, HOTEL REVENUE] AND 

SECURITY DEPOSITS 

THIS DEED OF TRUST SECURITY AGREEMENT, FINANCING STATEMENT, 

FIXTURE FILING AND ASSIGNMENT OF LEASES, RENTS[, HOTEL REVENUE] AND 

SECURITY DEPOSITS (the "Security Instrument") is made as of the day of [ ], 201[] 

by [INSERT NAME OF OWNERSHIP ENTITY], a [ 1 (herein referred to as 

"Grantor"), having an address at [ ], in favor of [ 1 as trustee 

("Trustee"), having an address at [ ], for the benefit of Federal Deposit 

Insurance Corporation, as Receiver and as Collateral Agent (hereinafter referred to as 

"Grantee"), having an address at 550 17th Street NW (Room F-7014), Washington, DC 20429-

0002. 

RECITALS: 

Reference is made to that certain Reimbursement, Security and Guaranty Agreement 

dated as of January 26, 2011 by and among RADC/CADC Venture 2010-2, LLC (the "Debtor"), 

each other Subsidiary Grantor that becomes a party thereto, Grantee and other parties thereto (the 

"Reimbursement, Security and Guaranty A2reement"). 

Grantor is a wholly owned subsidiary of Debtor, and by acquiring the Property defined 

below (being an Acquired Property, as defined in the Reimbursement, Security and Guaranty 

Agreement) Grantor is required by the Reimbursement, Security and Guaranty Agreement to 

execute and deliver to Grantee (a) a Joinder Agreement to become a Subsidiary Grantor under 

the Reimbursement, Security and Guaranty Agreement, among other things, to guaranty the 

payment and performance by Debtor of the Secured Obligations (also as defined in the 

'Intangible Tax 

Note to Clerk: This Security Instrument secures a guaranty obligation, and is made in favor of the FDIC, an agency of the government 

of the United States; accordingly no intangible tax is due in connection with the recordation hereof, pursuant to Istate statute sectionI.I 

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Reimbursement, Security and Guaranty Agreement), and (b) this Security Instrument (referred to 

as a "REO Mortgage" in the Reimbursement, Security and Guaranty Agreement). 

Capitalized terms used in this Security Instrument and which are not otherwise 

defined herein shall have the meanings ascribed to such terms in the RADC/CADC 

Venture 2010-2 Structured Transaction — Agreement of Common Definitions dated as of 

January 26,2011 (including by reference therein). 

GRANTING CLAUSES 

NOW, THEREFORE, THIS SECURITY INSTRUMENT WITNESSETH: that for and 

in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable 

consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to 

secure the indebtedness and other obligations of Grantor hereinafter set forth, Grantor does 

hereby grant, bargain, sell, alien, remise, release, convey, assign, transfer, hypothecate, pledge, 

deliver, set over, warrant and confirm unto Trustee, in Trust, WITH THE POWER OF SALE 

AND RIGHT OF ENTRY, in trust and possession, for the benefit and use of Grantee, its 

successors and assigns forever, WITH POWER OF SALE, all right, title and interest of Grantor 

in and to the following described property (collectively, the "Property"): 

(A) the real property lying and being in [ I County, [State] and described in 

Exhibit "A" attached hereto and incorporated herein by reference (the "Land"); 

(B) all additional lands, estates and development rights hereafter acquired by Grantor 

for use in connection with the Land and the development of the Land and all additional lands and 

estates therein which may, from time to time, by supplemental deed of trust or otherwise, be 

expressly made subject to the Lien of this Security Instrument; 

(C) the buildings, foundations, structures, improvements and fixtures now or hereafter 

located or erected on the Land (the "Improvements"); 

(D) (i) all streets, avenues, roads, alleys, passages, places, sidewalks, strips and gores 

of land and ways, existing or proposed, public or private, adjacent to the Land, and all 

reversionary rights with respect to the vacation of said streets, avenues, roads, alleys, passages, 

places, sidewalks and ways in the land lying thereunder; (ii) all air, light, lateral support, 

development, drainage, oil, gas and mineral rights, options to purchase or lease, waters, water 

courses and riparian rights now or hereafter pertaining to or used in connection with the Land 

and/or the Improvements; (iii) all and singular, the tenements, hereditaments, rights of way, 

easements, appendages and appurtenances and property now or hereafter belonging or in any 

way appertaining to the Land and/or the Improvements; and (iv) all estate, right, title, claim or 

demand whatsoever, either at Law or in equity, in possession or expectancy, of, in and to the 

Land and/or the Improvements (collectively, the "Appurtenances"); 

(E) the machinery, appliances, apparatus, equipment, fittings, fixtures, materials, 

goods, personal property and supplies now or hereafter located on the Property, articles of 

personal property including, without limitation, any of such personal property superior in Lien to 

the Lien of this Security 

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Instrument and goods of every kind and nature whatsoever used in connection with the Land 

and/or the Improvements and all additions to and renewals and replacements thereof, and all 

substitutions therefor, now or hereafter affixed to, attached to, placed upon or located upon or in 

the Land and/or the Improvements, or any part thereof, and used in connectiOn with the use, 

ownership, management, maintenance, enjoyment or operation of the Land and/or the 

Improvements in any present or future occupancy or use thereof and now owned or leased (to the 

extent permitted by the applicable Lease) or hereafter owned or leased by Grantor, including, but 

without limiting the generality of the foregoing, all heating, lighting, laundry, cooking, 

incinerating, loading, unloading and power equipment, boilers, dynamos, engines, pipes, pumps, 

tanks, motors, conduits, switchboards, plumbing, lifting, cleaning, fire prevention, fire 

extinguishing, refrigerating, ventilating and communications apparatus, air cooling and air 

conditioning apparatus, building materials and equipment, elevators, escalators, carpeting, 

shades, draperies, awnings, screens, doors and windows, blinds, and furnishings located on the 

Land and/or the Improvements (other than equipment and personal property of tenants or guests 

of the Land and/or the Improvements, or any part thereof) (hereinafter collectively called 

"Bui1din2 Equipment"); 

(F) all leases, subleases, underlettings, concession agreements and licenses of the 

Property or any, part thereof, including, without limitation, all guarantees, letters of credit and 

any other credit support given by any guarantor with respect thereto now existing or hereafter 

entered into by Grantor including, without limitation, any cash and securities deposited 

thereunder (collectively, "Leases"), the grant of such cash and securities hereunder being 

expressly subject to the provisions of the applicable Leases and, subject to the provisions of 

Section 2 below, and the right to receive and collect the revenues, income, rents, issues, profits, 

royalties and other benefits payable under any of the Leases, [all revenues, income, rents, issues, 

profits, termination or surrender fees, penalties and other amounts arising from the use or 

enjoyment of all or any portion of the Property, including, without limitation, the rental or 

surrender of any office space, retail space, parking space, halls, stores, and offices of every kind, 

the rental or licensing of signs, sign space or advertising space and all rentals, revenues, receipts, 

income, accounts, accounts receivable, cancellation fees, penalties, credit card receipts and other 

receivables relating to or arising from rentals, rent equivalent income, income and profits from 

guest rooms, meeting rooms, conference and banquet rooms, food and beverage facilities, health 

clubs, vending machines, parking facilities, telephone and television systems, guest laundry, the 

provision or sale of other goods and services, and any other items of revenue, receipts or other 

income as identified in the Uniform System of Accounts for Hotels, 9th Edition, International 

Association of Hospitality Accountants (1996), as from time to time amended (collectively, 

"Hotel Revenue")]i and all revenues, income, rents, issues and profits otherwise arising from the 

use or enjoyment of all or any portion of the Property (collectively, "Rents"); 

I Use in hotel transactions 

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(G) all proceeds, judgments, claims, compensation, awards or payments hereafter 

made or to be made to Grantor for (i) the taking, whether permanent or temporary, by 

condemnation, eminent domain, or for any conveyance made in lieu of such taking, of the whole 

or any part of the Property, including, without limitation, all proceeds, judgments, claims, 

compensation awards or payments for changes of grade of streets or (ii) any other injury to or 

decrease in the value of the Property, whether direct or consequential, all of which awards and 

payments are hereby assigned to Grantee (including, without limitation, any claim and the 

proceeds of any claim against the "BP Oil Spill Disaster Fund" or any such similar claim), who 

is hereby authorized to collect and receive the proceeds thereof and to give proper receipts and 

acquittances therefor, and to apply the same toward the payment of the indebtedness in such 

order as Grantee may determine in accordance with the provisions of the Reimbursement, 

Security and Guaranty Agreement without regard to the adequacy of Grantee's security 

hereunder and notwithstanding the fact that the amount thereof may not then be due and payable, 

and toward the payment of reasonable counsel fees, costs and disbursements incurred by Grantee 

in connection with the collection of such awards or payments; and Grantor hereby agrees, upon 

request, to make, execute and deliver any and all further assignments and other instruments 

sufficient for the purpose of confirming this assignment of said proceeds, judgments, claims, 

compensation awards or payments to Grantee, free, clear and discharged of any encumbrances of 

any kind or nature whatsoever other than any permitted encumbrances; the foregoing shall 

include any claim and the proceeds of any claim against the "BP Oil Spill Disaster Fund;" 

(H) all refunds, rebates or credits in connection with a reduction in real estate Taxes 

and assessments charged against the Property as a result of Tax certiorari or any applications or 

proceedings for reduction; 

(I) all unearned premiums paid under insurance policies now or hereafter obtained by 

Grantor to the extent the same insure the Property and any other insurance policies required to be 

maintained to the extent the same insure the Property, including, without limitation, liability 

insurance policies and Grantor's interest in and to all proceeds of the conversion (and the interest 

payable thereon, voluntary or involuntary), of the Property, or any part thereof, into cash or 

liquidated claims including, without limitation, proceeds of casualty insurance, title insurance or 

any other insurance maintained on or with respect to the Property (other than liability insurance); 

(J) all extensions, improvements, betterments, renewals, substitutes and replacements 

of, and all additions and Appurtenances to, the Property, hereafter acquired by or released to 

Grantor or constructed, assembled or placed by Grantor on the Property, and all conversions of 

the security constituted thereby; immediately upon such acquisition, release, construction, 

assembling, placement or conversion, as the case may be, and in each such case, to the extent 

permitted by Law, without any further mortgage, conveyance, assignment or other act by 

Grantor, all such extensions, improvements, betterments, renewals, substitutes and replacements 

shall become subject to the Lien of this Security Instrument as fully and completely, and with the 

same effect, as though now owned by Grantor and specifically described herein; 

(K) to and under, to the extent the same may be encumbered or assigned by Grantor 

pursuant to the terms thereof without occurrence of a breach or default thereunder and to the 

extent permitted by applicable Law, and without impairment of the validity or enforceability 

thereof, (i) any reciprocal easement agreements and all contracts and agreements relating to the 

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Property (other than the Leases), and other documents, books and records related to the 

ownership and operation of the Property; (ii) to the extent permitted by Law, all licenses 

(including, without limitation, to the extent permitted by Law, any licenses held by Grantor 

permitting the sale of liquor at any of the Property, the transfer and/or assignment of which is 

permitted by Law without filing or other qualification), warranties, guaranties, building permits 

and government approvals relating to or required for the construction, completion, occupancy 

and operation of the Property; (iii) all plans and specifications for the construction of the 

Improvements, including, without limitation, installations of curbs, sidewalks, gutters, 

landscaping, utility connections and all fixtures and equipment necessary for the construction, 

operation and occupancy of the Improvements; and (iv) all such other contracts and agreements 

(other than the Leases) from time to time executed by Grantor relating to the ownership, 

management, leasing, construction, maintenance, operation, occupancy or sale of the Property, 

together with all rights of Grantor to compel performance of the terms of such contracts and 

agreements; 

(L) to the extent the same may be encumbered or assigned by Grantor pursuant to the 

terms thereof and to the extent permitted by Law, to and under documents, instruments, and 

general intangibles, as the foregoing terms are defined in the Uniform Commercial Code as in 

effect in the jurisdiction in which the Property is located (the "UCC"), and credit card 

receivables and escrows, in any case which now or hereafter relate to, are derived from, or are 

used in connection with the Property, and all contract rights, franchises, books, records, plans, 

specifications, licenses, actions and causes of action which now or hereafter relate to, are derived 

from or used in connection with the Property or the use, operation, maintenance, occupancy or 

enjoyment thereof or the conduct of any business or activities thereon (collectively, the property 

described in the foregoing paragraphs (F), (G), (I), (K) and this paragraph (L), the 

"Intangibles"); 

(M) all proceeds, both cash and noncash, of the foregoing which may be sold or 

otherwise be disposed of pursuant to the terms hereof; and 

(N) all Secured Parties Collateral, as defined in Section 3.1 of the Reimbursement, 

Security and Guaranty Agreement, pertaining to the Property described herein. 

TO HAVE AND TO HOLD THE PROPERTY hereby conveyed, or mentioned and 

intended so to be, whether now owned or held or hereafter acquired, as security WITH POWER 

OF SALE, unto Grantee, its successors and assigns, forever, upon the terms and conditions set 

forth herein and to secure the performance of, and compliance with, the Secured Obligations. 

THIS INSTRUMENT IS A DEED OF TRUST and is also a security agreement ganting 

a present and continuing security interest and security title in the portion of the Property 

constituting personal property or fixtures. Grantee may file any and all UCC financing 

statements to perfect the security interest granted to Grantee pursuant to this Security Instrument. 

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This Security Instrument is given to secure Grantor's guaranty of the payment and 

performance of [a portion] of the Secured Obligations, said [portion] [amount] being limited to 

the principal amount of AND NO/100 DOLLARS 

),2 including all funds advanced under any advance facility agreement on, prior ($ 

to or after the date hereof, (ii) any other amount or amounts that may be added to the 

indebtedness under the terms of this Security Instrument, and (iii) performance and observance 

of all of the terms, covenants and conditions of this Security Instrument and the other 

Transaction Documents (collectively, the "Grantor Secured Obligations"). [Subject to the 

provisions of the Reimbursement, Security and Guaranty Agreement, the maturity date of the 

Grantor Secured Obligations is the earlier to occur of the termination of the Debtor or the 10th 

anniversary of the date hereof1 3 

Should the indebtedness secured hereby be paid in full in accordance with the 

Reimbursement, Security and Guaranty Agreement, then this Security Instrument shall be 

cancelled and surrendered, it being intended by the parties hereto that this Security Instrument 

shall operate as a deed of trust. 

1. COVENANTS 

Grantor covenants and agrees, so long as any of the Grantor Secured Obligations secured 

hereby shall remain unpaid or unperformed: 

(A) to pay all Taxes and assessments that may be Liens upon the Property, before they 

become delinquent; 

(B) to the extent property insurance proceeds or condemnation awards are made 

available to Grantor in the event of a casualty or condemnation affecting the Property, promptly 

to restore the Improvements to as nearly as is practicable their condition prior to such casualty or 

condemnation, provided that the distribution of any such casualty or condemnation proceeds to 

the Grantor shall be made in accordance with the terms and conditions governing the distribution 

of cash flow from the Property under the Reimbursement, Security and Guaranty Agreement; 

(C) to perform the obligations of the Manager (as defined in the LLC Operating 

Agreement) set forth in Section 12.18 of the LLC Operating Agreement or cause Manager to 

perform such obligations to the extent same are applicable to the Property; and 

2. 	 Insert the full amount of the Secured Obligations under the Reimbursement, Security and 

Guaranty Agreement, unless there is a mortgage recording tax that is based upon the stated 

principal balance of the obligations secured by the REO Mortgage, in which case the amount 

of the mortgage may be capped at 105% of the Value of the Property. 

3. 	 To be included to the extent required by the law of the local jurisdiction. 

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(D) to perform the obligations of the Servicer (as defined in the Servicing Agreement, 

as hereinafter defined) set forth in Section 3.4 of the Servicing Agreement or, cause Servicer to 

perform such obligations to the extent the same are applicable to the Property. As used herein, 

"Servicing Agreement" shall have the meaning given in the LLC Operating Agreement. 

Grantor hereby further covenants and agrees that upon the occurrence and during the 

continuance of an Event of Default (defined below), then and in that event, the entire amount of 

the Guarantor Secured Obligations shall, at the option of Grantee, then and thereby become and 

be due and payable forthwith without presentment, demand, protest or additional notice of any 

kind, all of which are expressly waived by Grantor to the extent permitted by Law. 

2. LICENSE TO COLLECT RENTS [AND HOTEL REVENUE] . 

Grantee and Grantor hereby confirm that for so long as no Event of Default (defined 

below) shall have occurred and is continuing, Grantee has granted to Grantor a revocable license 

to collect and use the Rents [and Hotel Revenue] as they become due and payable in accordance 

with the provisions of the Reimbursement, Security and Guaranty Agreement; provided that the 

existence of such right shall not be subordinate to any subsequent assignment, in whole or in 

part, by Grantor, and any such subsequent assignment shall be subject and subordinate to 

Grantee's rights under this Security Instrument. Grantor further agrees to execute and deliver 

such assignments of leases and rents as Grantee may from time to time reasonably request in 

order to better assure, transfer and confirm to Grantee the rights intended to be granted to 

Grantee with respect thereto. Upon the occurrence and during the continuance of an Event of 

Default (defined below) (1) Grantor agrees that Grantee may, but shall not be obligated to, 

assume the management of the Property, and collect the Rents [and Hotel Revenue], applying the 

same upon the Secured Obligations, and (2) Grantor hereby authorizes and directs all tenants, 

purchasers or other Persons occupying, utilizing or acquiring any interest in any part of the 

Property to pay all Rents [and Hotel Revenue] to Grantee upon Grantee's request. Upon the 

occurrence and during the continuance of an Event of Default (defined below), Grantee shall 

have and hereby expressly reserves the right and privilege (but assumes no obligation), to 

demand, collect, sue for, receive and recover the Rents [and Hotel Revenue], or any part thereof, 

now existing or hereafter made, and apply the same in accordance with the Reimbursement, 

Security and Guaranty Agreement and applicable Law. By exercising such right and privilege or 

taking any of the other actions authorized under this Section 2, Grantor shall not become a 

mortgagee-in-possession or otherwise assume any obligations or liabilities thereby. 

3. SECURITY AGREEMENT 

This Security Instrument constitutes a security agreement under applicable Law. 

4. LEASE SUBORDINATION AND ATTORNMENT 

(A) Leases To Be Subordinate. All new Leases and Lease modifications entered into 

by Grantor after the date hereof shall by their express terms be subject and subordinate to this 

Security Instrument, the Reimbursement, Security and Guaranty Agreement and each of the 

other Secured Parties Collateral Documents (through a subordination provision contained in such 

Lease or otherwise) and shall provide that the Person holding any rights thereunder shall attorn 

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to Grantee or any other Person succeeding to the interests of Grantee upon the exercise of its 

remedies hereunder or any transfer in lieu thereof on the terms set forth in this Security 

Instrument. 

(B) Attornment. Each new Lease and Lease modification entered into from and after 

the date hereof shall provide that in the event of the enforcement by Grantee of any remedy 

under this Security Instrument or the Reimbursement, Security and Guaranty Agreement, the 

tenant under such Lease shall, at the option of Grantee or of any other Person succeeding to the 

interest of Grantee as a result of such enforcement, attorn to Grantee or to such Person and shall 

recognize Grantee or such successor in the interest as lessor under such lease without change in 

the provisions thereof; provided, however, Grantee or such successor in interest shall not be 

liable for or bound by (i) any payment of an installment of rent or additional rent which may 

have been made more than 30 days before the due date of such installment, (ii) any act or 

omission of or default by Grantor under any such Lease (but the Grantee, or such successor, shall 

be subject to the continuing obligations of the landlord to the extent arising from and after such 

succession to the extent of Grantee's, or such successor's, interest in the Property), (iii) any 

credits, claims, setoffs or defenses which any tenant may have against Grantor, (iv) any 

obligation on Grantor's part, pursuant to such Lease, to perform any tenant improvement work or 

(v) any obligation on Grantor's part, pursuant to such Lease, to pay any sum of money to any 

tenant. Each such new Lease shall also provide that, upon the reasonable request by Grantee or 

such successor in interest, such tenant shall execute and deliver an instrument or instruments 

confirming such attomment. 

5. WARRANTY OF TITLE 

Grantor warrants that it has good and marketable title to the Property and has the right to 

mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the same, that Grantor 

possesses an unencumbered fee simple absolute estate in the Land and the Improvements and 

that it owns the Property free and clear of all Liens, encumbrances and charges whatsoever 

except for those matters set forth in Exhibit B attached hereto and incorporated herein by 

reference to those matters shown as exceptions in the title insurance policy insuring the Lien of 

this Security Instrument, or as otherwise expressly permitted hereunder or under any of the other 

Transaction Documents. Grantor shall forever warrant, defend and preserve the title and the 

validity and the priority of the Lien of this Security Instrument and shall forever warrant and 

defend the same to Grantee against the claims of all persons whomsoever. 

6. EVENT OF DEFAULT 

The Grantor Secured Obligations shall be immediately due and payable, without further 

notice or demand, upon the occurrence and during the continuance of any of the following (each 

an "Event of Default"): (a) Grantor sells, assigns, conveys, transfers or otherwise disposes of 

any legal, beneficial or equitable interest in all or any part of the Land or in violation of the 

Transaction Documents or Secured Parties Collateral Documents; or (b) the occurrence of an 

"Event of Default" as defined in Section 4.1 of the Reimbursement, Security and Guaranty 

Agreement, continuing beyond any applicable cure period; or (c) any other failure (other than 

those specified in subparts (a) or (b) above) on the part of Grantor duly to observe or perform in 

any material respect any other covenants or agreements on the part of Grantor contained in this 

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Security Instrument which continues unremedied for a period of 30 days or more after the date 

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

to Grantor (in accordance with Section 13.9 of the Reimbursement, Security and Guaranty 

Agreement); provided, however, that in the case of a failure that cannot be cured within 30 days, 

the cure period shall be extended for an additional 30 days if Grantor can demonstrate to the 

reasonable satisfaction of Grantee that Grantor has commenced and is diligently pursuing 

remedial action. 

7. REMEDIES 

Upon the occurrence and during the continuation of an Event of Default hereunder, 

Grantee (or Trustee, if required by Law) may take such actions against Grantor and/or against the 

Property or any portion thereof as Grantee (or Trustee, if required by Law) determines is 

necessary to protect and enforce its rights hereunder, without notice or demand except as set 

forth below or as required under applicable Law. Any such actions taken by Grantee (or Trustee, 

if required by Law) shall be cumulative and concurrent and may be pursued independently, 

singly, successively, together or otherwise, at such time and in such order as Grantee (or Trustee, 

if required by Law) may determine in its sole discretion, to the fullest extent permitted by Law, 

without impairing or otherwise affecting the other rights and remedies of Grantee (or Trustee, if 

required by Law) permitted by Law, equity or contract or as set forth herein or in the other 

Secured Parties Collateral Documents. Grantee's determination of appropriate action may be 

based on an appropriate real estate or other consultant and/or counsel, and Grantee may rely 

conclusively on such advice. Grantor shall pay such consultants' and reasonable attorneys' fees 

and expenses incurred by Grantee and Trustee pursuant to this Section 7. Such actions may 

include, without limitation, the following: 

(A) Entry. Subject to the provisions and restrictions of applicable Law, Grantee, 

personally, or by its agents or attorneys, at Grantee's election, may enter into and upon all or any 

part of the Property (including, but not limited to, the Land and the Improvements and any part 

thereof), and may exclude Grantor, its agents and servants therefrom (but such entry shall be 

subject to any non-disturbance agreements then in effect); and Grantee, having and holding the 

same, may use, operate, manage and control the Property or any part thereof and conduct the 

business thereof, either personally or by its superintendents, managers, agents, servants, 

attorneys or receiver. Upon every such entry, Grantee may, at the reasonable expense of the 

Property and/or Grantor, from time to time, either by purchase, repair or construction, maintain 

and restore the Property or any part thereof, and may insure and reinsure the same in such 

amount and in such manner as may seem to them to be advisable. Similarly, from time to time, 

Grantee may, at the expense of Grantor (which amounts may be disbursed by Grantee from the 

Property on behalf of Grantor), make all necessary or proper repairs, renewals, replacements, 

alterations, additions, betterments and improvements to and on the Property or any part thereof 

as it may deem advisable. Grantee or its designee shall also have the right to manage and 

operate the Property or any part thereof and to carry on the business thereof and exercise all 

rights and powers of Grantor with respect thereto, either in the 'name of Grantor or otherwise, as 

may seem to them to be advisable. In confirmation of the grant made in Granting Clause (F) 

hereof, in the case of the occurrence and continuation of an Event of Default, Grantee shall be 

entitled to collect and receive all rents to be applied in the order of priorities and amounts as shall 

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be provided for in this Section 7. Grantee shall be liable to account only for rents and other 

proceeds actually received by Grantee. 

(B) Foreclosure. 

(i) Grantee (or Trustee, if required by Law), with or without entry, 

personally or by its agents or attorneys, insofar as applicable, and in addition to any and 

every other remedy, may (a) sell to the extent permitted by Law and pursuant to the 

power of sale granted herein, all and singular, the Property, and all estate, right, title and 

interest, claim and demand therein, and right of redemption thereof, at one or more sales, 

as an entirety or in parcels, and at such times and places as required or permitted by Law 

and as are customary in the county in which the Property is located and upon such terms 

as Grantee (or Trustee, if required by Law) may fix and specify in the notice of sale to be 

given to Grantor (and in such other notice published or otherwise given as provided by 

Law), or as may be required by Law; (b) institute proceedings for the complete or partial 

foreclosure of this Security Instrument under the provisions of the Laws of the 

jurisdiction or jurisdictions in which the Property or any part thereof is located, or under 

any other applicable provision of Law; or (c) take all steps to protect and enforce the 

rights of Grantee, whether by action, suit or proceeding in equity or at Law (for the 

specific performance of any covenant, condition or agreement contained in this Security 

Instrument, or in aid of the execution of any power herein granted, or for any foreclosure 

hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or 

otherwise, as Grantee (or Trustee, if required by Law), being advised by counsel and its 

financial advisor, shall deem advisable to protect and enforce any of their rights or duties 

hereunder. 

(ii) Grantee (or Trustee, if required by Law) may conduct any number 

of sales from time to time. The power of sale shall not be exhausted by any one or more such 

sales as to any part of the Property remaining unsold, but shall continue unimpaired until the 

entire Property shall have been sold. 

(iii) Upon taking title to the Property (whether by foreclosure, deed in 

lieu or otherwise) by Grantee or any other purchaser or assignee of the Property after an Event of 

Default, Grantor shall assign and transfer all of its right, title and interest in and to the Property 

to Grantee or such other purchaser or assignee, as appropriate. Grantor hereby irrevocably 

appoints Grantee (or Trustee, if required by Law) as its attorney-in-fact to execute all documents 

and take all actions necessary to effectuate such assignment and transfer, provided that such 

power may only be exercised by Grantee (or Trustee, if required by Law) while an Event of 

Default exists and is continuing. 

(C) Specific Performance. Grantee, in its sole and absolute discretion, may institute 

an action, suit or proceeding at Law or in equity for the specific performance of any covenant, 

condition or agreement contained herein or in aid ' of the execution of any power granted 

hereunder or for the enforcement of any other appropriate legal or equitable remedy. 

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(D) Sale of Property. 

(i) Grantee (or Trustee, if required by Law) may pOstpone any sale of 

all or any part of the Property to be made under or by virtue of this Section 7 by public 

announcement at the time and place of such sale, or by publication, if required by Law, and, 

from time to time, thereafter, may further postpone such sale by public announcement made at 

the time of sale fixed by the preceding postponement. 

(ii) Upon the completion of any sale made by Grantee (or Trustee, if 

required by Law) under or by virtue of this Section 7, Grantee shall execute and deliver to the 

accepted purchaser or purchasers a good and sufficient deed or deeds or other appropriate 

instruments, conveying, assigning and transferring all its estate, right, title and interest in and to 

the property and rights so sold. Grantee (or Trustee, if required by Law) is hereby appointed the 

true and lawful irrevocable attorney-in-fact of Grantor in its name and stead or in the name of 

Grantee (or Trustee, if required by Law) to make all necessary conveyances, assignments, 

transfers and deliveries of the property, and rights so sold, and, for that purpose, Grantee may 

execute all necessary deeds and other instruments of assignment and transfer, and may substitute 

one or more persons with like power, Grantor hereby ratifying and confirming all that such 

attorney or attorneys or such substitute or substitutes shall lawfully do by virtue hereof; 

provided, however, that such power of attorney shall be effective only for so long as an Event of 

Default shall exist and be continuing. Grantor shall, nevertheless, if so requested in writing by 

Grantee (or Trustee, if required by Law), ratify and confirm any such sale or sales by executing 

and delivering to Grantee or to such purchaser or purchasers all such instruments as may be 

advisable, in the judgment of Grantee, for such purposes and as may be designated in such 

request. Any such sale or sales made under or by virtue of this Section 7 shall operate to divest 

all the estate, right, title, interest, claim and demand, whether at Law or in equity, of Grantor in 

and to the property and rights so sold, and shall be a perpetual bar, at Law and in equity, against 

Grantor, its successors and assigns and any Person claiming through or under Grantor and its 

successors and assikns. 

(iii) The receipt of Grantee (or Trustee, if required by LaW) for the 

purchase money paid as a result of any such sale shall be a sufficient discharge therefor to any 

purchaser of the property or rights, or any part thereof, so sold. No such purchaser, after 'paying 

such purchase money and receiving such receipt, shall be bound to see to the application of such 

purchase money upon or for any trust or purpose of this Security Instrument, or shall be 

answerable, in any manner, for any loss, misapplication or non-application of any such purchase 

money or any part thereof, nor shall any such purchaser be bound to inquire as to the 

authorization, necessity, expediency or regularity of such sale. 

(iv) Upon any sale made under or by virtue of this Section 7, Grantee 

(or Trustee, if required by Law) may bid for and acquire the Property or any part thereof and, in 

lieu of paying cash therefor, may make settlement for the purchase price by crediting upon the 

Grantor Secured Obligations secured by this Security Instrument the net proceeds of sale, after 

deducting therefrom the expense of the sale and the costs of the action and any other sums which 

Grantee (or Trustee, if required by Law) is authorized to deduct under this Security Instrument. 

The person making such sale shall accept such settlement without requiring the production of 

this Security Instrument, and there shall be deemed credited to the indebtedness and Grantor 

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Secured Obligations under this Security Instrument the net proceeds of such sale. Grantee (or 

Trustee, if required by Law), upon acquiring the Property or any part thereof, shall be entitled to 

own, hold, lease, rent, operate, manage or sell the same in any manner permitted by applicable 

Laws. 

(E) Voluntary Appearance; Receivers. Upon the occurrence and during the 

continuance of any Event of Default hereunder, and immediately upon commencement of (i) any 

action, suit or other legal proceeding by Grantee (or Trustee, if required by Law) to obtain 

judgment for the principal and interest on the Grantor Secured Obligations and any other sums 

required to be paid pursuant to the Reimbursement, Security and Guaranty Agreement, or (ii) any 

action, suit or other legal proceeding by Grantee or Trustee of any other nature in aid of the 

enforcement of the Secured Parties Collateral Documents or any of them, Grantor will (a) enter 

its voluntary appearance in such action, suit or proceeding, and (b) if required by Grantee, 

consent to the appointment, of one or more receivers of the Property and all of the Rents [and 

Hotel Revenue]. After the occurrence of any Event of Default, or upon the filing of a bill in 

equity to foreclose this Security Instrument or to enforce the specific performance hereof or in 

aid thereof, or upon the commencement of any other judicial proceeding to enforce any right of 

Grantee or Trustee, Grantee (or Trustee, if required by Law) shall be entitled, subject to 

applicable state Law, as a matter of right, if it shall so elect, without notice to any other party and 

without regard to the adequacy of the security of the Property, forthwith, either before or after 

declaring the principal and interest on the Grantor Secured Obligations to be due and payable, to 

the appointment of such a receiver or receivers. Any receiver or receivers so appointed shall 

have such powers as a court or courts shall confer, which may include, without limitation, any or 

all of the powers which Grantee or Trustee is authorized to exercise by the provisions of this 

Section 7, and shall have the right to incur such obligations and to issue such certificates therefor 

as the court shall authorize. Notwithstanding the foregoing, Grantee (or Trustee, if required by 

Law) as a matter of right may appoint or secure the appointment of a receiver, trustee, liquidator 

or similar official of the Property or any portion thereof, and Grantor hereby irrevocably 

consents and agrees to such appointment, without notice to Grantor and without regard to the 

value of the Property or adequacy of the security for the indebtedness secured hereby and 

without regard to the solvency of the Grantor or any other Person liable for the payment of such 

indebtedness, and such receiver or other official shall have all rights and powers permitted by 

applicable Law and such other rights and powers as the court making such appointment may 

confer, but the appointment of such receiver or other official shall not impair or in any manner 

prejudice the rights of Grantee (or Trustee, if required by Law) to receive the rents pursuant to 

the Reimbursement, Security and Guaranty Agreement. 

(F) UCC Remedies. Grantee (or Trustee, if required by Law) may exercise any or all 

of the remedies granted to a secured party under the UCC, specifically including, without 

limitation, the right to recover its reasonable attorneys' fees and disbursements and other 

expenses incurred by Grantee in the enforcement of this Security Instrument or in connection 

with Grantor's redemption of its , interest in the Improvements or Building Equipment or 

Intangibles. Grantee (or Trustee, if required by Law) may exercise its rights under this Security 

Instrument independently of any other collateral or guaranty that Grantor may have granted or 

provided to Grantee in order to secure payment and performance of the Grantor Secured 

Obligations, and Grantee shall be under no obligation or duty to foreclose or levy upon any other 

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collateral given by Grantor to secure any Grantor Secured Obligation or to proceed against any 

guarantor before enforcing its rights under this Security Instrument. 

(G) Other Rights. Grantee (or Trustee, if required by Law) may pursue against 

Grantor any other rights and remedies of Grantee permitted by Law, equity or contract or as set 

forth herein or in the other Secured Parties Collateral Documents. 

(H) Retention of Possession. Notwithstanding the appointment of any receiver, 

liquidator or trustee of Grantor, or any of its property, or of the Property or any part thereof, 

Grantee or Trustee, to the extent permitted by Law, shall be entitled to retain possession and 

control of all Property now or hereafter granted to or held by Grantee under this Security 

Instrument. 

(I) Suits by Grantee. All rights of action under this Security Instrument, subject to 

applicable state Law, may be enforced by Grantee without the possession of any Purchase 

Money Note or the Guaranty Agreement and without the production thereof or this Security 

Instrument at any trial or other proceeding relative thereto; provided, however, Grantee shall in 

any event certify that it is the current holder of any Purchase Money Note. Any such suit or 

proceeding instituted by Grantee shall be brought in the name of Grantee and any recovery of 

judgment shall be subject to the rights of Grantee. 

Remedies Cumulative. No remedy herein (or pursuant to the Reimbursement, 

Security and Guaranty Agreement or any Secured Parties Collateral Document) conferred upon 

or reserved to Grantee or Trustee shall exclude any other remedy, and each such remedy shall be 

cumulative and in addition to every other remedy given hereunder or now or hereafter existing at 

Law or in equity. No delay or omission of Grantee or Trustee to exercise any right or power 

accruing upon any Event of Default shall impair any such right or power nor be construed to be a 

waiver of any such Event of Default or an acquiescence therein. Every power and remedy given 

to Grantee or Trustee by this Security Instrument or any other Secured Parties Collateral 

Document may be exercised from time to time and as often as Grantee or Trustee may deem 

expedient. Nothing in this Security Instrument shall affect Grantor's obligations to pay the 

principal of, and interest on, the Grantor Secured Obligations in the manner and at the time and 

place expressed in the Reimbursement, Security and Guaranty Agreement. 

(K) Waiver of Rights. Grantor agrees that, to the fullest extent permitted by Law, it 

will not at any time, (1) insist upon, plead or claim or take any benefit or advantage of any stay, 

extension or moratorium Law, wherever enacted, now or at any time hereafter in force, which 

may affect the covenants and terms of performance of this Security Instrument or any Secured 

Parties Collateral Document, (2) claim, take or insist upon any benefit or advantage of any Law, 

now or at any time hereafter in force, providing for valuation or appraisal of the Property, or any 

part thereof, prior to any sale or sales thereof which may be made pursuant to any provision 

herein contained, or pursuant to the decree, judgment or order of any court of competent 

jurisdiction, or (3) after any such sale or sales, claim or exercise any right under any statute 

heretofore or hereafter enacted by the United States or any jurisdiction or otherwise to redeem 

the Property and rights sold pursuant to such sale or sales or any part thereof. Grantor hereby 

expressly waives all benefits and advantages of such Laws, and covenants, to the fullest extent 

permitted by Law, not to hinder, delay or impede the execution of any power herein granted or 

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delegated to Grantee, but will suffer and permit the execution of every power as though no such 

Laws had been made or enacted. Grantor for itself and all who may claim through or under it, 

waives, to the extent it lawfully may do so, any and all homestead rights, any and all rights to 

reinstatement, and any and all right to have the property comprising the Property marshaled upon 

any foreclosure of the Lien hereof. 

8. FUTURE ADVANCES 

The indebtedness and obligations secured by this Security Instrument may 

fluctuate from time to time as advances and payments are made in accordance with the 

Transaction Documents. Fluctuations in the indebtedness and obligations shall not, however, 

affect the validity or priority of the Lien created hereby, and all such indebtedness and 

obligations shall be secured by this Security Instrument with the same priority as if all existed on 

the date hereof. Without limiting the foregoing, this Security Instrument shall secure Grantor's 

guaranty of any and all present or future advances under the Transaction Documents, plus any 

interest thereon, and all shall have the same Lien priority as if made as of the date hereof 

including, without limitation: (i) all advances made by Grantee or any of the Secured Parties to 

Grantor (including any advances made under any advance facility agreement); (ii) all advances 

of Company funds for any development, construction, alteration, repair, restoration, maintenance 

and completion of any Improvements; (iii) all advances made or costs incurred directly or 

indirectly by the Grantee or any Secured Party for the payment of real estate Taxes, assessments 

or other governmental charges, maintenance charges, insurance premiums, appraisal charges, 

environmental inspection, audit, testing or compliance costs, and costs incurred directly or 

indirectly by the Grantee or any Secured Party for the enforcement and protection of the Property 

or the Lien of this Security Instrument; and (iv) all legal fees, costs and other expenses incurred 

directly or indirectly by Grantee and any other Secured Party by reason of any default or 

otherwise in connection with any of the Transaction Documents. 

9. MISCELLANEOUS 

(A) The title, interest, rights and powers granted herein by Grantor to Grantee, 

particularly the power of sale granted herein, shall inure to the benefit of anyone to whom 

Grantee shall assign the indebtedness herein secured, or convey the property herein described, as 

well as to the successors and legal representatives of Grantee. 

(B) Grantor, at its own cost and expense, shall promptly execute and deliver all 

further instruments and documents, and take all further action, that may be necessary, or that 

Grantee may reasonably request in order to perfect, to ensure the continued perfection of and to 

protect the security interest now granted onto the Grantee hereafter intended to be granted to 

Grantee under this Security Instrument or the other Secured Parties Collateral Documents. 

Grantor shall notify Grantee in writing no less than 30 days prior to a change of address. 

(C) The parties hereto shall in no event be deemed to have contracted for a greater 

rate of interest than the maximum rate permitted by Law. Should a geater amount be collected, 

it shall be construed as a mutual mistake of the parties and the excess shall be returned to the 

party paying same. 

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(D) EACH PARTY TO THIS SECURITY INSTRUMENT AGREES AND ELECTS 

THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS 

LAW OF THE STATE OF NEW YORK, THIS SECURITY INSTRUMENT SHALL BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE 

THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR 

THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS, 

SECURITY TITLE AND SECURITY INTERESTS WITH RESPECT TO THE 

PROPERTY CONSTITUTING REAL PROPERTY CREATED PURSUANT HERETO 

SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE 

JURISDICTION IN WHICH THE PROPERTY IS LOCATED. NOTHING IN THIS 

AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION OR INACTION BY ANY 

PARTY TO THIS AGREEMENT. 

(E) In consideration and by accepting the benefits of the Lien and security interest 

granted on and in the Property by this Security Instrument, Grantee agees it will fully release its 

Lien and security interest granted herein upon sale of the Property at or above the Release Price 

as set forth on Exhibit C attached hereto and incorporated herein by reference (but only to the 

extent that such sale is not in contravention of the provisions of the Reimbursement, Security and 

Guaranty Agreement and other applicable Transaction Documents). 

(F) In the event of any conflict between the provisions of this Security Instrument and 

the Reimbursement, Security and Guaranty Agreement, the provisions of the Reimbursement, 

Security and Guaranty Agreement shall control. 

(G) Whenever the terms "Grantor" or "Grantee" are used in this Security 

Instrument, such terms shall be deemed to include the heirs, administrators, 'executors, 

successors and assigns of said parties. All rights and powers herein granted to Grantee shall 

inure to and include Grantee's , heirs, administrators, executors, successors and assigns, and all 

obligations herein imposed on Grantor shall extend to and include Grantor's heirs, 

administrators, executors, successors and assigns. 

(H) Each part of this Security Instrument is intended to be severable. If any term, 

covenant, condition or provision hereof is unlawful, invalid or unenforceable for any reason 

whatsoever, such illegality, invalidity or unenforceability shall not affect the legality, validity or 

enforceability of the remaining parts of this Security Instrument and all such remaining parts 

hereof shall be valid and enforceable and have full force and effect as if the invalid or 

unenforceable part had not been included. 

9. TRUSTEE. 

(A) Substitute or Successor Trustee. Trustee may resign by an instrument in writing 

addressed to Grantee, or Trustee may be removed at any time with or without cause by Grantee. 

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In case of death, resignation, removal or disqualification of Trustee or if for any reason Grantee 

shall deem it desirable to appoint a substitute or successor Trustee to act instead of the herein 

named Trustee or any substitute or successor Trustee, then Grantee shall have the right and is 

hereby authorized and empowered to appoint a successor Trustee, or a substitute Trustee, 

without other formality than appointment and designation in writing executed and acknowledged 

by Grantee and, if required by applicable Law to provide constructive notice, recorded in the 

county or counties where the Property is located, and the authority hereby conferred shall extend 

to the appointment of other successor and substitute Trustees successively until the indebtedness 

secured hereby has been paid in full or until the Property is sold hereunder. In the event the 

indebtedness secured hereby is owned by more than one person or entity, the holder or holders of 

not less than a majority in the amount of such indebtedness shall have the right and authority to 

make the appointment of a successor or substitute Trustee provided for in the preceding 

sentence. Such appointment and designation by Grantee or by the holder or holders of not less 

than a majority of the indebtedness secured hereby shall be full evidence of the right and 

authority to make the same and of all facts therein recited. If Grantee is a corporation or a 

nationally chartered bank and such appointment is executed in its behalf by an officer of such 

corporation or nationally chartered bank, such appointment shall be conclusively presumed to be 

executed with authority and shall be valid and sufficient without proof of any action by the board 

of directors or any superior officer of the corporation. Upon the making of any such 

appointment and designation, all of the estate and title of Trustee in the Property shall vest in the 

named successor or substitute Trustee and such successor or substitute shall thereupon succeed 

to and shall hold, possess and execute all the rights, powers, privileges, immunities and duties 

herein conferred upon Trustee; but nevertheless, upon the written request of Grantee or of the 

successor or substitute Trustee, Trustee ceasing to act shall execute and deliver an instrument 

transferring to such successor or substitute Trustee all of the estate and title in the Property of 

Trustee so ceasing to act, together with all rights, powers, privileges, immunities and duties 

herein conferred upon Trustee, and shall duly assign, transfer and deliver any of the property and 

monies held by said Trustee hereunder to said successor or substitute Trustee. All references 

herein to Trustee shall be deemed to refer to Trustee (including any successor or substitute 

appointed and designated as herein provided) from time to time acting hereunder. Grantor 

hereby ratifies and confirms any and all acts which the herein named Trustee or his successor or 

successors, substitute or substitutes, in this trust, shall do lawfully by virtue hereof 

(B) Liability of Trustee. Trustee shall not be liable for any error of judgment or act 

done by Trustee in good faith, or be otherwise responsible or accountable under any 

circumstances whatsoever, except for Trustee's gross negligence or willful misconduct. Trustee 

shall have the right to rely on any instrument, document or signature authorizing or supporting 

any action taken or proposed to be taken by him hereunder, believed by him in good faith to be 

genuine. All monies received by Trustee shall, until used or applied as herein provided, be held 

in trust for the purposes for which they were received, and shall be segregated from all other 

monies, and Trustee shall be under no liability for interest on any monies received by him 

hereunder. Grantor will reimburse Trust& for, and indemnify and save Trustee harmless against, 

'any and all liability and expenses which may be incurred by him in the performance of his duties 

hereunder. 

(C) Grantee and Trustee. Trustee accepts the trusts hereby created and agrees to 

perform the duties herein required of him upon the terms and conditions hereof. The duties and 

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Reimbursement Guaranty and Security Agreement 

13312134.2 
obligations of the Trustee in respect of this Security Instrument shall be as set forth in this 

Section 9 including and subject to the following: 

Except upon the occurrence and during the continuance of an Event of 

Default that is actually known to Grantee: 

(1) 	 Trustee shall undertake to perform such duties and 

obligations and only such duties and obligations as are 

specifically set forth in this Security Instrument or as 

otherwise directed by a letter of direction from Grantee, 

and no implied covenants or obligations shall be read into 

this Security Instrument or the other Secured Parties 

Collateral Documents against Trustee; and 

(2) 	 in the absence of bad faith, Trustee may conclusively rely, 

as to the truth of the statements and the correctness of the 

opinions expressed therein, upon certificates or opinions 

furnished to Trustee and conforming to the requirements of 

this Security Instrument and the other Secured Parties 

Collateral Documents; but in the case of any such 

certificates or opinions which by any provision hereof or 

thereof are specifically required to be furnished to Grantee, 

Trustee shall be under a duty to examine the same to 

determine whether or not they conform to the requirements 

of this Security Instrument and the other Secured Parties 

Collateral Documents. 

(ii) Trustee shall exercise the rights and powers vested in Trustee by 

this Security Instrument with reasonable care. 

(iii) No provision of this Security Instrument shall be construed to 

relieve the Trustee from liability for its own gross negligence or willful misconduct, 

including that of its directors, officers, agents and employees, except that: 

(1) 	 Trustee shall not be liable for any error of judgment made 

in good faith by Trustee, unless it shall be proved that 

Trustee was negligent in ascertaining the pertinent facts; 

and 

(2) 	 Trustee shall not be liable with respect to any action taken 

or omitted to be taken in good faith in accordance with the 

direction of Grantee relating to the time, method and place 

of conducting any proceeding for any remedy available to 

Trustee, or exercising any trust or power conferred upon 

Trustee under this Security Instrument. 

RA DC/CA DC Venture 20 1 0-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
(iv) Whether or not therein expressly so provided, every provision of 

this Security Instrument relating to the conduct or affecting the liability of or affording 

protection to Trustee shall be subject to the provisions of this Section 9. 

(v) No provision of this Security Instrument shall require Trustee to 

expend or risk his own funds or otherwise incur any personal financial liability in the 

performance of any of his duties hereunder, or in the exercise of any of his rights or 

powers, if Trustee shall have reasonable grounds for believing that repayment of such 

funds or adequate indemnity against such risk or liability is not reasonably assured to 

him. 

(D) Covenants of Grantor. Grantor hereby covenants and agrees with Trustee and 

Grantee: 

(i) to pay to Trustee from time to time reasonable compensation for 

all services rendered by Trustee hereunder; 

(ii) to reimburse each of Grantee and Trustee upon request for all 

reasonable expenses, disbursements and advances incurred or made by it or them in 

accordance with any provision of this Security Instrument (including reasonable 

compensation, expenses and disbursements of agents and counsel), except any such 

expense, disbursement or advance (i) specifically stated in the Reimbursement, Security 

and Guaranty Agreement to be payable by Grantee or to be without cost to Grantor, or 

(ii) attributable to the gross negligence or willful misconduct of Grantee or Trustee, 

respectively; and 

(iii) to indemnify Trustee for, and to hold him harmless against, any 

loss, liability or expense incurred without gyoss negligence, willful misconduct or bad 

faith on its part, arising out of or in connection with the acceptance or administration of 

the trust or trusts hereunder or the enforcement of remedies hereunder including the costs 

and expenses of defending against any claim or liability in connection with the exercise 

or performance of any of the powers or duties hereunder or thereunder (except any 

liability incurred by Trustee which is attributable to its gross negligence or willful 

misconduct). 

(E) Survival of Grantor Obligations. The obligations of Grantor under this Section 10 

to compensate or indenmify Grantee and/or Trustee and to pay or reimburse the same for 

expenses, disbursements and advances shall constitute additional indebtedness hereunder and 

shall survive the satisfaction and discharge of this Security Instrument. When Trustee or Grantee 

incur expenses or render services after an occurrence of an Event of Default, such expenses and 

compensation shall constitute expenses of administration under any applicable bankruptcy Law. 

(F) Co-Trustees and Additional Trustees. At any time or times, (i) for the purpose of 

meeting the Legal Requirements of any jurisdiction in which any part of a Property may at the 

time be located, or (ii) if Grantee deems it to be necessary or desirable for the protection of its 

interests, Grantee shall have the power to appoint, and upon written request of Grantee, Grantor 

shall for such purpose join with Grantee in the execution, delivery and performance of all 

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13312134.2 
instruments and ageements reasonably necessary or proper to appoint, one or' more Persons 

approved by Grantee either to act as co-Trustee, jointly with Trustee and/or Grantee, of all or any 

part of the Property, or to act as separate Trustee of any such property, in either case with such 

powers as may be provided in the instrument of appointment which shall expressly designate the 

property affected and the capacity of the appointee as either a co-Trustee or separate Trustee, and 

to vest in such person or persons in the capacity aforesaid, any property, title, right or power 

deemed necessary or desirable, subject to the other provisions of this Section 9. If Grantor does 

not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, 

or if an Event of Default shall have occurred and be continuing, Grantee alone shall be entitled to 

make such appointment without further reference to Grantor. Should any written instrument 

from Grantor be required by any co-Trustee or separate Trustee so appointed for more fully 

confirming to such co-Trustee or separate Trustee such property, title, right or power, any and all 

such instruments shall be executed, acknowledged and delivered by Grantor upon request by 

Grantee. If Grantor does not execute and deliver such instrument within five (5) Business Days 

after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be 

continuing, Grantee is hereby appointed Grantor 's attorney-in-fact and shall be entitled to 

execute and deliver such instrument for and on behalf of Grantor and in the name of Grantor. 

Every co-Trustee or separate Trustee shall, to the extent permitted by Law, but to such extent 

only, be appointed subject to the same terms as hereinabove set forth for the Trustee. 

RA DC/CA DC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
IN WITNESS WHEREOF, Grantor and Trustee have executed this instrument [under 

seald the day and year first above written. 

GRANTOR: 

LLC, 

a limited liability company] 

By: [ la limited 

liability company, its sole member 

By: [ 1 a [ 

Member][Manager]r 

] its [Managing 

By: 

Name: 

Title: 

TRUSTEE: 

By: 

Name: 

Title: 

[LOCAL COUNSEL TO DETERMINE IF WITNESS IS NECESSARY, IF SEAL IS 

NECESSARY AND TO PROVIDE APPROPRIATE NOTARY BLOCK] 

RADC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
EXHIBIT "A" 


LEGAL DESCRIPTION 


RA DC/CADC Venture 2010-2 


Reimbursement Guaranty and Security Agreement 


13312134.2 
EXHIBIT "B" 


Permitted Exceptions 

RADC/CADC Venture 2010-2 


Reimbursement Guaranty and Security Agreement 


13312134.2 

EXHIBIT "C" 

Release Price 

[Release Price to be determined in accordance with the Transaction Documents.] 

RADC/CA DC Venture 2010-2 


Reimbursement Guaranty and Security Agreement 


13312134.2 
Tab 3 to 


Checklist for Acquired Properties 


Form of Assignment of Leases and Rents 


RADC/CADC Venture 2010-2 


Reimbursement Guaranty and Security Agreement 


13312134.2 
ASSIGNMENT OF LEASES, 


RENTS, [HOTEL REVENUE] AND SECURITY DEPOSITS 


from 

to 

[GRANTEE] 

Dated as of [ 

Street Address: 

County: 

Section: 

Block: 

Lot: 

Record and Return to: 

[CUSTODIAN] 

[ADDRESS] 

Attention: [ 

Reference: RADC/CADC Venture 2010-2, LLC 

RADC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
1 

ASSIGNMENT OF LEASES, 


RENTS [, HOTEL REVENUES] AND SECURITY DEPOSITS 


ASSIGNMENT OF LEASES, RENTS [,HOTEL REVENUES] AND SECURITY DEPOSITS, 

dated as of [ 1 (as amended, restated, replaced, supplemented, or otherwise 

modified from time to time, this "Assignment"), from [INSERT NAME OF OWNERSHIP 

ENTITY], a registered organization under the laws of the State of [ 

("Grantor"), having an address at [ ], in favor of Federal Deposit Insurance 

Corporation, as Receiver and as Collateral Agent (hereinafter referred to as "Grantee"), having 

an address at 550 17th Street NW (Room F-7014), Washington, DC 20429-0002. 

RECITALS: 

Reference is made to that certain Reimbursement, Security and Guaranty Agreement 

dated as of January 26, 2011 by and among RADC/CADC Venture 2010-2, LLC (the "Debtor"), 

each other Subsidiary Grantor that becomes a party thereto, Grantee and other parties thereto (the 

"Reimbursement, Security and Guaranty Agreement"). 

Grantor is a wholly owned subsidiary of Debtor, and by acquiring the property set forth 

on Exhibit A hereto (being an Acquired Property, as defined in the Reimbursement, Security and 

Guaranty Agreement) Grantor is required by the Reimbursement, Security and Guaranty 

Agreement to execute and deliver to Grantee (a) a Joinder Agreement to become a Subsidiary 

Grantor under the Reimbursement, Security and Guaranty Agreement, among other things, to 

guaranty the payment and performance by Debtor of the Secured Obligations (also as defined in 

the Reimbursement, Security and Guaranty Agreement), (b) a [Consolidated, Amended and 

Restated][Mortgage/Deed of Trust/Security Deed], Security Agreement, Financing Statement, 

Fixture Filing and Assignment of Leases, Rents, [Hotel Revenue] and security deposits, dated as 

of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from 

time to time, the "Security Instrument"), from Grantor to [Grantee/Trustee for the benefit of 

Grantee] and (c) this Assignment. 

NOW, THEREFORE, in consideration of the Loan, foregoing premises, Ten Dollars 

($10.00) paid in hand, and other good and valuable consideration, the receipt and sufficiency of 

which is hereby acknowledged, Grantor agrees as follows: 

1. Definitions. Capitalized terms used in this Assignment and which are undefined 

shall have the meanings ascribed to such terms in the Reimbursement, Security and Guaranty 

Agreement (including by reference therein) or the Security Instrument, as applicable. 

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Reimbursement Guaranty and Security Agreement 

13312134.2 
2. Assignment. 

(a) Grantor hereby assigns, transfers and sets over unto Grantee, subject to the terms 

hereof, all of the right, title and interest of Grantor in and to all Leases, Rents, [Hotel Revenue] 

and security deposits. 

(b) This Assignment is an absolute, present and irrevocable assignment made for the 

purpose of securing (i) the payment and performance by Grantor of all Secured Obligations; (ii) 

the payment of all sums with interest thereon becoming due and payable to Grantee under the 

Reimbursement, Security and Guaranty Agreement; and (iii) the performance and discharge of 

each and every obligation, covenant, representation, warranty, indemnity and ageement of 

Grantor under this Assignment and the Reimbursement, Security and Guaranty Agreement. 

3. License to Collect Rent. 

(a) Prior to the occurrence of an Event of Default (as such term is defined in the 

Security Agreement), Grantee has granted Grantor a license to cause the Rents [and Hotel 

Revenue] to be collected and deposited in the [ ] Account in accordance with the terms of 

Section 1 A of the Reimbursement, Security and Guaranty Agreement. The foregoing license 

granted to Grantor shall terminate upon the occurrence of an Event of Default. 

(b) Any time after the occurrence of an Event of Default, Grantee, without in any way 

waiving such Event of Default, at its option and without regard to the adequacy of the security 

for Secured Obligations and the other obligations secured hereby and by any Transaction 

Document, either in person or by agent or by a receiver appointed by a court, may enter upon and 

take possession of the Property and have, hold, manage, lease and operate the same on such 

terms and for such period of time as Grantee may deem proper. At any time after the occurrence 

of an Event of Default, Grantee, with or without taking possession of the Property, may, to the 

extent not prohibited by, applicable law, demand, sue for or otherwise collect and receive all 

Rents, [Hotel Revenue] and security deposits, including any Rent [and Hotel Revenue] past due 

and unpaid, and to apply such Rents [and Hotel Revenue] to the payment of: (i) all reasonable 

expenses of managing the Property, including, without limitation, the reasonable salaries, fees 

and wages of any manager or managing agent and such other employees as Grantee may deem 

necessary in Grantee's sole and absolute discretion and all expenses of operating and 

maintaining the Property, including, without limitation, all rents, taxes, charges, claims, 

assessments, water rents, sewer rents and any other liens, and premiums for all insurance which 

are due and payable and the cost of all alterations, renovations, repairs or replacements for the 

Property, provided such fees and expenses shall be subject and subordinate to the Loan, and all 

expenses incident to taking and retaining possession and managing the Property, including, 

without limitation, attorneys' fees and disbursements; and (ii) the Secured Obligations. 

(c) The exercise by Grantee of the right to collect the Rents [and Hotel Revenue] and 

the application thereof as herein provided shall not be considered a waiver of any Event of 

Default under this Assignment or any other Transaction Document. Grantor agrees that the 

exercise by Grantee of one or more of its rights and remedies hereunder shall in no way be 

deemed or construed to make Grantee a mortgagee-in-possession unless and until such time as 

Grantee takes actual possession of the Property. 

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13312134.2 
4. No Other Assignment. 

(a) Grantor represents and warrants that (i) there is no outstanding assignment of the 

Leases, Rents [, Hotel Revenue] or security deposits, except for this Assignment and the Security 

Instrument; (ii) Grantor has not performed any act or executed any instrument, assignment or 

agyeement, and there is no existing instrument, assignment or agyeement, which might prevent 

Grantee from exercising its rights under any of the terms and conditions of this Assignment or 

which would limit Grantee in such exercise. 

(b) Grantor shall not (i) execute any assignment of the Leases, Rents [, Hotel 

Revenue] or security deposits to any person other than Grantee; or (ii) perform any act or execute 

any instrument, assignment or agreement which might prevent Grantee from exercising its rights 

under any of the terms and conditions of this Assignment or which would limit Grantee in such 

exercise. Any of the foregoing acts done without the prior written consent of Grantee shall be 

null and void. 

5. No Liability. Grantee shall not be liable for any loss sustained by Grantor 

resulting from Grantee's failure to let the Property or any portion thereof or any other act or 

omission of Grantee either in collecting the Rents [and Hotel Revenue] or, if Grantee shall have 

taken possession of the premises described in the Leases and/or the Security Instrument, in 

managing such premises after any such Event of Default, unless such loss is caused by the gyoss 

negligence or willful misconduct of Grantee, its employees, officers, agents or representatives. 

Grantee shall not be obligated to perform or discharge, nor does Grantee hereby undertake to 

perform or discharge, any obligation, duty or liability under any Lease or under or by reason of 

this Assignment, and Grantor shall, and does hereby agree to, indemnify Grantee for, and hold 

Grantee harmless prior to the time that Grantee or any Affiliate, nominee or designee of Grantee 

becomes a mortgagee-in-possession or owner of the Property or otherwise takes possession of 

the Property, following an Event of Default from, any and all liability, loss or damage which 

Grantee may incur as a result of or related to said Leases or under or by reason of this 

Assignment and the exercise of its remedies hereunder and under the other Transaction 

Documents and from any and all claims and demands whatsoever which may be asserted against 

Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge 

any of the terms, covenants or agreements contained in said Leases. Should Grantee incur any 

such liability under said Leases or under or by reason of this Assignment or in defense of any 

such claims or demands, the amount thereof, including costs and expenses and attorneys' fees 

and expenses actually incurred, shall be secured hereby, and Grantor shall reimburse Grantee 

therefor immediately upon demand, and upon the failure of Grantor to do so Grantee may, at its 

option, exercise Grantee's remedies under the Security Instrument as the same relates to the 

Property. It is further understood that unless and until Grantee or its Affiliate, nominee or 

designee shall become a mortgagee-in-possession or the owner of the Property, or any portion 

thereof, or otherwise takes possession or control of the Property, or any portion thereof, 

following an Event of Default, this Assignment shall not operate to place responsibility upon 

Grantee for the control, care, management Or repair of said premises or for the carrying out of 

any of the terms and conditions of any Lease; nor shall it operate to make Grantee responsible or 

liable for any waste committed on the Property by the Tenants or any other parties, or for any 

dangerous or defective condition of such premises, or for any negligence in the management, 

upkeep, repair or control of said premises resulting in loss or injury or death to any tenant, 

RADC/CA DC Venture 20 I 0-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
licensee, employee or stranger other than any of the foregoing arising from the gross negligence 

or willful misconduct of Grantee, its employees, officers, agents or representatives. 

6. Tenant Notices. Grantor hereby authorizes and directs all current and future 

Tenants, upon receipt from Grantee of written notice to the effect that Grantee is then the holder 

of the Security Instrument and that an Event of Default exists thereunder or under any other 

Transaction Document, to pay over to Grantee, to the extent not prohibited by applicable Legal 

Requirements, all Rents [, Hotel Revenue] and security deposits and to continue so to do until 

otherwise notified by Grantee. 

7. Miscellaneous. 

(a) Assignments by Grantee. No consent by Grantor shall be required for any 

assignment or reassignment of the rights of Grantee under this Assignment to any purchaser of 

the Secured Obligations or any interest in or portion of the Secured Obligations. 

(b) No Release. Grantee may take or release other security for the payment of said 

principal sum, interest and indebtedness, may release any party primarily or secondarily liable 

therefor and may apply any other security held by it to the satisfaction of such principal sum, 

interest or indebtedness without prejudice to any of its rights under this Assignment. 

(c) Conflicts. In the event that any terms or provisions of this Assignment and the 

Reimbursement, Security and Guaranty Agreement conflict, the terms and provisions of the 

Reimbursement, Security and Guaranty Agreement shall control. 

(d) Further Assurances. Grantor shall execute and acknowledge (or cause to be 

executed and acknowledged) and deliver to Grantee all documents, and take all actions, 

reasonably required by Grantee from time to time to confirm the rights created or now or 

hereafter intended to be created under this Assignment and the other Transaction Documents and 

any security interest created or purported to be created thereunder, to protect and further the 

validity, priority and enforceability of this Assignment and the other Transaction Documents, to 

subject to the Transaction Documents any property of Grantor intended by the terms of any one 

or more of the Transaction Documents to be encumbered by the Transaction Documents, or 

otherwise carry out the purposes of the Transaction Documents and the transactions 

contemplated thereunder. 

(e) Severabihty. The provisions of this Assignment are severable, and if any one 

clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such 

invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not 

any other clause or provision of this Assignment. 

8. GOVERNING LAW. EACH PARTY TO THIS ASSIGNMENT AGREES AND 

ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS ASSIGNMENT SHALL BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE 

THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

ASSIGNMENT TO THE LAW OF ANOTHER JURISDICTION, AND EACH PARTY TO 

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Reimbursement Guaranty and Security Agreement 

13312134.2 
THIS ASSIGNMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

ASSIGNMENT, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR 

THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS, 

SECURITY TITLE AND SECURITY INTERESTS WITH RESPECT TO THE 

PROPERTY CONSTITUTING REAL PROPERTY CREATED PURSUANT HERETO 

SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE 

JURISDICTION IN WHICH THE PROPERTY IS LOCATED. NOTHING IN THIS 

ASSIGNMENT SHALL REQUIRE ANY UNLAWFUL ACTION OR INACTION BY ANY 

PARTY TO THIS ASSIGNMENT. 

[REMAINDER OF PAGE INTENTIONALLY BLANK] 

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Reimbursement Guaranty and Security Agreement 

13312134.2 
IN WITNESS WHEREOF, Grantor has duly executed this Assignment of Leases, Rents 

[, Hotel Revenue] and Security Deposits as of the date first hereinabove written. 

By: 

Name: 

Title: 

RADC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
[USE STATE-SPECIFIC FORM OF ACKNOWLEDGMENT IF NECESSARY] 

STATE OF [ 

) ss: 

COUNTY OF [ 

On , 20 before me, the undersigned, a notary public in and for said 

state, personally appeared , personally known to me or proved to me 

on the basis of satisfactory evidence to be the individual whose name is subscribed to the within 

instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, 

and that by his/her/their signature on the instrument, the individual, or the person upon behalf of 

which the individual acted, executed the instrument. 

Notary Public 

[Notary Seal] My commission expires: 

RADC/CADC Venture 2010-2 

Reimbursement Guaranty and Security Agreement 

13312134.2 
EXHIBIT A 


LEGAL DESCRIPTION 


RADC/CADC Venture 2010-2 


Reimbursement Guaranty and Security Agreement 


13312134.2 

Tab 4 to 


Checklist for Acquired Properties 


Form of Non-Merger Language (for Deed-in-Lieu) 


NON-MERGER LANGUAGE1 

No Merger. Notwithstanding [Ownership Entity's] acquisition of the [Property], the outstanding 

balance of the [Loan] and all other amounts due and payable under the [Loan Documents] shall 

not be cancelled, and shall survive delivery of the [Deed] and other [Deed Documents] 2 under 

this Agyeement; and all of the [Loan Documents] shall remain in full force and effect after the 

transactions contemplated by this Agreement have been consummated. The parties to this 

Agreement further agree that the interest of the [Lender] in the Property, after [Ownership 

Entity's] acquisition of the Property, shall not merge with the interest of the [Lender] in the 

Property under the Loan Documents. It is the express intention of each of the parties hereto (and 

all of the conveyances provided for in this Agreement shall so recite) that such interests of the 

[Lender] and [Ownership Entity's] in the [Property] shall not merge, but shall be and remain at 

all times separate and distinct, notwithstanding any union of said interests in [Lender] at any time 

by purchase, termination or otherwise, and that the lien of the [Mortgage/Deed of Trust] in the 

[Property] shall be and remain at all times a valid and continuous lien on the [Property] until and 

unless released of record by the [Lender] or its successors and assigns. All provisions of this 

Section [ J shall survive delivery of the [Deed] and of the other [Deed Documents]. 

1 All defined terms must be tailored to the specific Deed-in-Lieu transaction. 

2 Deed Documents may include, but not be limited to, the deed, bill of sale, any applicable 

affidavits and a FIRPTA Certificate. 

RADC/CADC Venture 2010-2 

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13312134.2 
Tab 5 to 


Checklist for Acquired Properties 


Form of Subordination Agreement 


RA DC/C ADC Venture 2010-2 


Reimbursement Guaranty and Security Agreement 


13312134.2 
SUBORDINATION AGREEMENT 

THIS SUBORDINATION AGREEMENT (as amended, restated, replaced, 

supplemented, or otherwise modified from time to time, this "Agreement"), between 

, a registered organization under the laws of the State of 

("Subordinate Lender"), 14 having an address at [ 1 and 

the Federal Deposit Insurance Corporation, having an address at 550 17th Street NW (Room F7014), Washington, DC 20429-0002 (in any capacity, the "FDIC"), in its capacity as Receiver 

for various failed financial institutions (in such capacity, the "Receiver"), as the Collateral Agent 

for the Secured Parties identified (and defined) in the Reimbursement, Security and Guaranty 

Agreement identified below (in such capacity, together with any successor collateral agent, the 

"Collateral Agent"). Capitalized terms used in this Agreement and which are not otherwise 

defined herein shall have the meanings ascribed to such terms in the Agreement of Common 

Definitions dated as of January 26, 2011 (including by reference therein). 

RECITALS: 

Reference is made to that certain Reimbursement, Security and Guaranty Agreement 

dated as of January 26, 2011 by and among the Debtor, each other Subsidiary Grantor that 

becomes a party thereto (including Subordinate Lender), the Collateral Agent and other parties 

thereto (the "Reimbursement, Security and Guaranty Agreement"). 

The Subordinate Lender is the lender under a loan to [BORROWER NAME] (the 

"Borrower") in the principal amount of $[ 1 (the "Subordinate Loan"), which 

Subordinate Loan is evidenced by certain loan documents, dated [ ] entered into by 

Debtor (or its predecessor in interest) and the Borrower (the "Subordinate Loan Documents"). 

The Subordinate Lender is a wholly owned subsidiary of Debtor (and a Subsidiary 

Grantor under the Reimbursement, Security and Guaranty Agreement), and by acquiring the 

property set forth on Exhibit A hereto pursuant to a deed-in-lieu of foreclosure (being an 

Acquired REO Property) the Subordinate Lender is required by the Reimbursement, Security and 

Guaranty Agreement to execute and deliver to the Collateral Agent an REO Mortgage, UCC-1 

financing statement(s), fixture filing and Assignment of Leases, Rents and Security Deposits, 

dated as of the date hereof (the foregoing, as amended, restated, replaced, supplemented, or 

otherwise modified from time to time, collectively the "Security Instrument"), from Subordinate 

Lender to the Collateral Agent (for the benefit of the Secured Parties), and such other REO 

Collateral Documents that may be required by the Collateral Agent (or applicable Secured 

Parties) pursuant to the Reimbursement, Security and Guaranty Agreement to evidence Secured 

Parties' lien on the Acquired REO Property (such Collateral Documents, together with (and 

14 This form assumes that the Debtor owned the Subordinate Loan that is the subject of the deed-in-lieu prior to execution of this Subordination 

Agreement. If the Subordinate Lender owed the Subordinate Loan, no Joinder is required. 

FDIC Form REO Mortgage Subordination Agreement 

Version 1.1.11 
including) the Security Instrument and all other documents evidencing the Secured Obligations 

(the "Senior Loan Documents"). 

Pursuant to the Senior Loan Documents, the Collateral Agent requires that the 

Subordinate Loan at all times be subject to the subordination provisions set forth herein. 

NOW, THEREFORE, in consideration of the Loan, foregoing premises, Ten Dollars 

($10.00) paid in hand, and other good and valuable consideration, the receipt and sufficiency of 

which is hereby acknowledged, Subordinate Lender agrees as follows: 

1. Definitions. Capitalized terms used in this Agreement and which are not 

otherwise defined herein shall have the meanings ascribed to such terms in the Agreement of 

Common Definitions dated as of January 26, 2011 (including by reference therein) or the 

Security Instrument, as applicable. 

2. Consent and Subordination. The Subordinate Lender consents to the Senior Loan 

Documents and hereby subordinates all liens and security interests created by the Subordinate 

Loan Documents in any of the Acquired REO Property, to the liens and security interest of the 

Collateral Agent (and the Secured Parties) created under the Senior Loan Documents. The 

Subordinate Lender agees to execute and deliver to the Collateral Agent (and authorizes the 

Collateral Agent to execute and deliver on behalf of the Subordinate Lender) such UCC-3 

financing statement amendments and such other documents and instruments as the Collateral 

Agent may reasonably request from time to time to evidence the subordination contained herein. 

3. No Other Indebtedness. The Subordinate Lender represents and warrants to the 

Collateral Agent and the Secured Parties that the Subordinate Loan constitutes all existing 

indebtedness and obligations of the Borrower secured by the Subordinate Loan Documents. 

4. Limitation on Amendments. The Subordinate Lender agrees that the Subordinate 

Loan Documents may not be amended or modified in any respect which adversely affects, or 

could reasonably be expected to adversely affect the Senior Loan Documents or violates the 

terms of the Senior Loan Documents without the prior written consent of the Collateral Agent. 

5. Bankruptcy. In the event of a bankruptcy or insolvency of the Borrower, the 

Subordinate Lender shall not object to or oppose any efforts by the Collateral Agent (or the 

Secured Parties) to obtain relief from the automatic stay under Section 362 of the United States 

Bankruptcy Code or to seek to cause such entity's bankruptcy estate to abandon any property (or 

any portion thereof) that is encumbered by the Senior Loan Documents. 

6. Parties in Interest. The provisions of this Agreement are intended solely for the 

purpose of defining the relative rights of the Subordinate Lender, on the one hand, and the 

Collateral Agent (and Secured Parties), on the other hand. This Agreement shall be binding on 

and inure to the benefit of the respective heirs, personal representatives, successors and assigns 

of the Subordinate Lender and the Collateral Agent (and shall benefit the Secured Parties and 

their respective heirs, personal representatives, successors and assigns). 

FDIC Form REO Mortgage Subordination Agreement 

Version 1.1.11 
7. 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 SHALL BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE 

THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES 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. 

8. Multiple Counterparts. This Agreement may be executed in a number of identical 

counterparts, each of which for all purposes is to be deemed an original, and all of which 

constitute collectively, one Agreement; but in making proof of this Agreement, it shall not be 

necessary to produce or account for more than one such counterpart. It is not necessary that each 

party hereto execute the same counterpart so long as identical counterparts are executed by each 

such party hereto. 

9. Amendments and Modifications. This Agreement shall be modified or amended 

only in a written document, signed by the Collateral Agent and the Subordinate Lender and as 

long as the Senior Loan Documents are outstanding this Agreement is continuing and is not 

revocable by the Subordinate Lender. 

10. Effect of Bankruptcy. This Agreement shall be applicable both before and after 

filing of any petition by or against the Borrower under the federal bankruptcy code, and all 

references herein to the Borrower shall be deemed to apply to a trustee for the Borrower and the 

Borrower as debtor-in-possession. 

11. Conflicts. In the event that any terms or provisions of this Agreement and the 

Reimbursement, Security and Guaranty Agreement conflict, the terms and provisions of the 

Reimbursement, Security and Guaranty Agreement shall control. 

12. Severability. The provisions of this Agreement are severable, and if any one 

clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such 

invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not 

any other clause or provision of this Agreement. 

[Signature Page Follows] 

FDIC Form REO Mortgage Subordination Agreement 

Version 1.1.11 
IN WITNESS WHEREOF, parties hereto have duly executed this Agreement as of the 

date first hereinabove written. 

SUBORDINATE LENDER: 

By: 

Name: 

Title: 

COLLATERAL AGENT: 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Receiver, as Collateral Agent 

By: 

Name: 

Title: 

FDIC Form REO Mortgage Subordination Agreement 

Version L1.11 
JOINDER 


By its execution and delivery of this joinder, the undersigned hereby (i) agrees to transfer all its 

right, title and interest in and to the Subordinate Loan to the Subordinate Lender and (ii) consents 

to the Senior Loan Documents and agrees to subordinate any of its right, title and interest in and 

to any and all liens and security interests created by the Subordinate Loan Documents in any of 

the Acquired REO Property. 

DEBTOR: 

[E i 

By: 

Name: 

Title: 

[Signature Page to Subordination Agreement] 

FDIC Form REO Mortgage Subordination Agreement 

Version 1.1.1 1 
[USE STATE-SPECIFIC FORM OF ACKNOWLEDGMENT IF NECESSARY] 


STATE OF [ ] ) 

) ss: 

COUNTY OF [ ]� ) 

On , 20_ before me, the undersigned, a notary public in and for said 

state, personally appeared , personally known to me or proved to me 

on the basis of satisfactory evidence to be the individual whose name is subscribed to the within 

instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, 

and that by his/her/their signature on the instrument, the individual, or the person upon behalf of 

which the individual acted, executed the instrument. 

Notary Public 

[Notary Seal] My commission expires: 

[USE STATE-SPECIFIC FORM OF ACKNOWLEDGMENT IF NECESSARY] 

STATE OF [ 

) ss: 

COUNTY OF [ ) 

On , 20 before me, the undersigned, a notary public in and for said 

state, personally appeared , personally known to me or proved to me 

on the basis of satisfactory evidence to be the individual whose name is subscribed to the within 

instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, 

and that by his/her/their signature on the instrument, the individual, or the person upon behalf of 

which the individual acted, executed the instrument. 

Notary Public 

[Notary Seal] My commission expires: 

[USE STATE-SPECIFIC FORM OF ACKNOWLEDGMENT IF NECESSARY] 

STATE OF [ i ) 

FDIC Form REO Mortgage Subordination Agreement 

Version 1 11 I 
JOINDER 


By its execution and delivery of this joinder, the undersigned hereby joins in, agrees to and 

consents to (i) transfer all its right, title and interest in and to the Subordinate Loan to the 

Subordinate Lender and (ii) the Senior Loan Documents and subordination of all liens and 

security interests created by the Subordinate Loan Documents in any of the Acquired REO 

Property. 

DEBTOR: 

By: 

Name: 

Title: 

)ss: 

COUNTY OF [ ) 

On , 20 before me, the undersigned, a notary public in and for said 

state, personally appeared , personally known to me or proved to me 

on the basis of satisfactory evidence to be the individual whose name is subscribed to the within 

instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, 

and that by his/her/their signature on the instrument, the individual, or the person upon behalf of 

which the individual acted, executed the instrument. 

Notary Public 

[Notary Seal] My commission expires: 

FDIC Form REO Mortgage Subordination Agreement 

Version 1.1.11 
EXHIBIT A 


Acquired REO Property 


FDIC Form REO Mortgage Subordination Agreement 

Version 1.1.11