$71,793,886.00 

GLOBAL NOTE 

CRE/ ADC VENTURE 2012-1, LLC 

CLASS A PURCHASE MONEY NOTE (GLOBAL 144A) 

(Maturity Date: December 11, 20 19) · 

ISIN No.: Certificate No. : Class A-CRE/ ADC Class A 


CUSIP No.: Issuance Date: December 11,2012 


THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

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

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

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

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

AMENDED (THE "INVESTMENT COMPANY ACT"). THE HOLDER HEREOF, BY ITS 

ACC EPTANCE OF THIS PURCHASE MONEY NOTE, REPRESENTS THAT IT HAS 

OBTAINED THIS PURCHASE MONEY NOTE IN A TRANSACTION IN COMPLIANCE 

WITH T HE SECURITIES ACT, THE INVESTMENT COMPANY ACT, AND ALL OTHER 

APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION AND 

THE RESTRICTIONS ON SALE AND TRANSFER SET FORT H IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF 

THIS PURCHASE MONEY NOTE, FURTHER REPRESENTS, ACKNOWLEDGES AND 

AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE 

TRANSFER THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EXCEPT 

IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT 

AND ALL OTHER APPLICABLE LAWS OF ANY JURISDICTION AND IN 

ACCORDANCE WITH THE CERTIFICA TJONS AND OTHER REQUIREMENTS 

SPECIFIED IN T HE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO 

HEREIN (A) TO A TRANSFEREE THAT IS A PERSON WHOM THE HOLDER 

REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS SUCH 

TERM IS DEFINED IN RULE l44A UNDER THE SECURITIES ACT PURCHASING FOR 

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

BUYER" IN COMPLIANCE WITH RULE l44A UNDER THE SECURITIES ACT OR (B) TO 

A TRAN SFEREE THAT IS NOT A U.S. PERSON (AS SUCH T ERM IS DEFINED IN 

REGULATION S OF THE SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE 

MONEY NOTE IN AN OFFSHORE TRANSACTION (AS SUCH TERM IS DEFINED IN 

REGULATION S OF THE SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR 

RULE 904 OF REGULATION SUNDER THE SECURITIES ACT AND, IN THE CASE OF 

BOTH CLAUSES (A) AND {.ID, TO A TRANSFEREE (1) THAT IS A "QUALIFIED 

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

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

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

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

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

CREIADC Venture 2012·1 Structured Transaction 

Global 144 A Note 

Version 3.1.1 
CONSENT FROM ITS BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE 

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

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

PROFIT SHARING OR OTHER RETIREMENT TRUST F1JND OR PLAN IN WHICH THE 

PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE 

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

MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT COMPANY 

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

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

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

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

PROVIDE THE ISSUER AND PAYING AGENT FROM TIME TO TIME SUCH 

INFORMATION AS THEY MAY REASONABLY REQUEST IN ORDER TO ASCERTAIN 

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

MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS SECURITIES 

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

TRANSFEREE OF THIS PURCHASE MONEY NOTE WILL BE REQUIRED TO EXECUTE 

AND DELIVER TO THE PAYING AGENT AND THE ISSUER A CERTIFICATE 

INCLUDING CERTAIN REPRESENTATIONS AND AGREEMENTS AS SET FORTH IN 

THE APPLICABLE EXHIBIT TO THE CUSTODIAL AND PAYING AGENCY 

AGREEMENT. 

THIS PURCHASE MONEY NOTE IS NOT TRANSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. ANY SALE OR TRANSFER IN 

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

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

TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO 

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

OF THIS PURCHASE MONEY NOTE AGREES TO PROVIDE NOTICE OF THE 

TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT TO THE TRANSFEREE. IN ADDITION TO THE 

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

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

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

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

SELL ITS INTEREST IN THE PURCHASE MONEY NOTES, OR MAY SELL SUCH 

INTEREST ON BEHALF OF SUCH OWNER. 

PRIOR TO PURCHASING ANY PURCHASE MONEY NOTE, PURCHASER 

SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND 

CONDITIONS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR 

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

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

CRE/ADC Venture 2012-1 Structured Transaction 

Global 144A Note 

Version 3.1.1 
UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGISTRATION 

RIGHTS TO ANY HOLDER. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET FORTH 

HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS PURCHASE 

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

FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE MONEY NOTE MAY 

ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE PAYING 

AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE OR 

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

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

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

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

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

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

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

EFFECT SUCH TRANSFER SHALL BE DEEMED TO HAVE REPRESENTED THAT THE 

ACQUISITION AND HOLDING OF THIS PURCHASE MONEY NOTE (OR ANY 

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

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

REVENUE CODE OR A VIOLATION OF SIMILAR LAW. 

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

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

REGISTERED OWNER HEREOF, THE FEDERAL DEPOSIT INSURANCE COMPANY, AS 

RECEIVER (AS DEFINED IN THE AGREEMENT OF DEFINITIONS REFERRED TO 

HEREIN), HAS AN INTEREST HEREIN, UNLESS THIS PURCHASE MONEY NOTE IS 

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST 

COMPANY("DTC"), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR 

REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY PURCHASE 

MONEY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH 

OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC 

(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.). 

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

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

ISSUE DISCOUNT. YOU MAY CONTACT THE ISSUER AT 2450 BROADWAY, 6th 

FLOOR, SANTA MONICA, CA 90404, ATTENTION: PAUL FUHRMAN, AND THE 

ISSUER WILL PROVIDE YOU WITH THE ISSUE PRICE AND THE YIELD TO 

MATURITY OF THIS PURCHASE MONEY NOTE. 

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

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

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

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

CRE/ADC Venture 2012-1 Structured Transaction 

Global 144A Note 

Version 3,1,1 
PERSON" WITHIN THE MEANING OF SECTION 770l(A)(30) OF THE INTERNAL 

REVENUE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 

(OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A 

"UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE 

fNTE~~AL REVENUE CODE) MAY RESULT IN THE IMPOSITION OF U.S. FEDERAL 

BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN RESPECT OF THIS 

PURCHASE MONEY NOTE. 

EXCEPT AS OTHERWISE INDICATED IN THE CUSTODIAL AND PAYING 

AGENCY AGREEMENT, INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN 

MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $10,000 IN 

EXCESS THEREOF. 

CRE/ADC Venture 2012-1 Structured Transaction 

Global 144A Note 

Version 3.1.1 
$7 1,793,886.00 

CRE/ADC VENTURE 2012-1, LLC 


CLASS A PURCHASE MONEY NOTE (GLOBAL 144A) 


(Maturity Date: December 11 , 2019) 


ISIN No.: Certificate No.: C lass A-CRE/ADC Class A 


CUS IPNo.: Issuance Date: December 11 ,2012 


FOR VALUE RECE IVED, CRE/ADC Venture 2012-l , LLC, a Delaware limited 

liab ility company (here in referred to as the " Issuer"), hereby unconditionally promises to pay to 

the order of The Federal Deposit Insurance Corporation as Receiver (as defin ed in the 

Agreement of Definitions referred to herein) or its successors and registered assigns, on 

December 11, 2019 (the "Maturity Date") or such earlier date as such amount shall become due 

and payable pursuant to the terms of this Purchase Money Note, the principal sum of 

$71,793,886.00 (Seventy One Million Seven Hundred Ninety Three Thousand Eight Hundred 

Eighty Six and 00/100 United States Dollars) (the ''Initial Original F ace Amount") (or such 

other amo unt as shall be the actual outstanding principal amount of this Purchase Money Note on 

such date). No interest shall accrue on the outstanding principal amount of this Purchase Money 

Note. 

Capitalized terms used herein, to the extent the same are defined in , or by reference in, 

that certain Agreement of Definitions- CRE/ADC Venture 20 12-l Structured Transaction dated 

as of December 11 , 2012, among the Issuer, the Federal Deposit Insurance Corporation in its 

capacity as Receiver (as defined therein) and certain others (as the same may be amended from 

time to time in accordance with the terms set forth herein for the amendment of this Purchase 

Money Note) (the "Agreement of Definitions "), a nd are not otherwise defined herein, shall have 

the meanings and defin itions given , or referred to, in the Agreement of Definitions. 

The payments of this Purchase Money Note are payable in such co in o r currency of the 

United States of America as at the time of payment is legal tender for payment of publ ic and 

private debts. This Purchase Money Note is subject to all terms of the Custodial and Paying 

Agency Agreement. 

Pursuant to the Contribution Agreement, on the Closing Date, the Issuer issued one Class 

of Purchase Money Notes, the Class A Purchase Money Notes (which Class may be referred to 

herein as the "Applicable Class"), in the aggregate princi pa l face amount of $71 ,793,886.00, 

inclusive of the Pu rchase Money Notes Issuance Fee. This Purchase Money Note is one of such 

Purchase Money Notes. 

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

written consent of the R equired PMN Consenting Parties, except that this Purchase Money Note 

shall be subject to (i) mandatory prepayment in part on each Distribution Date (prior to or on the 

Guaranty Issuance Date) as set forth in the Custodial and Paying Agency Agreement and (ii) 

mandatory prepayment to the extent required as a result of the acceleration of this Purchase 

CR£/ADC Venture2012·1 Structured Transaction 


Global 144A Note 


Versio n 3. I. I 

Money Note following the occurrence of an Event of Default. Any amount repaid or prepaid 

pursuant to this Purchase Money Note may not be reborrowed. 

The Holder, by acceptance of this Purchase Money Note, irrevocably acknowledges, and 

consents and agrees to, the terms of Article XII of the Reimbursement, Security and Guaranty 

Agreement and to the terms of any other written agency or other similar agreement entered into 

between the PMN Agent and the Required PMN Consenting Parties. Without limitation of the 

preceding sentence, the PMN Agent shall be authorized to act as the agent or other similar 

representative of and on behalf of the Holders for purposes of, among other matters, receiving 

notices and communications and exercising any rights and remedies pursuant to the Transaction 

Documents at the direction of the Required PMN Consenting Parties, together with such other 

powers and discretion as are reasonably incidental thereto. 

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

transfer of immediately available funds to such account as may be specified from time to time by 

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

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

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

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

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

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

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

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

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

Without limitation, this Purchase Money Note is entitled to the rights and benefits 

afforded to the Holders under the Custodial and Paying Agency Agreement, the Reimbursement, 

Security and Guaranty Agreement and, if this Purchase Money Note is, or hereafter becomes, a 

Guaranteed Purchase Money Note, the applicable Purchase Money Notes Guaranty, all as more 

specifically set forth in such instruments. As provided in the Custodial and Paying Agency 

Agreement, deposits and withdrawals from the Accounts may be made by the Paying Agent from 

time to time for purposes other than distributions to the Holder. 

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

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

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

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

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

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

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

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

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

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

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

notice or knowledge to the contrary. 

CRE/ADC Venture 2012·1 Structured Transaction 

Global 144A Note 

Version 3.1.1 
Upon request by a transferee of this Purchase Money Note that a new Purchase Money 

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

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

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

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

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

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

of like terms. 

Purchase Money Notes, including those issued upon registration of transfer of, or in 

exchange for, or in lieu of, other Purchase Money Notes, may only be issued in authorized 

denominations as specified in the Custodial and Paying Agency Agreement. 

The Paying Agent, the Servicer, each Subservicer, the Issuer, the PMN Agent and any 

agent of any of the foregoing, may treat the Person in whose name this Purchase Money Note is 

registered as the owner and Holder hereof for all purposes, and none of the foregoing shall be 

affected by notice to the contrary. 

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

Reimbursement, Security and Guaranty Agreement, all of the Purchase Money Notes shall 

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

other amounts owed by the Issuer thereunder, without any action on the part of the Holders and 

without the consent of the PMN Agent. 

Upon the occurrence of any other Event of Default as defined in the Reimbursement, 

Security and Guaranty Agreement, the PMN Agent at the direction of the Required PMN 

Consenting Parties, in addition to any other available remedy, by notice in writing to the Issuer 

and the Paying Agent, shall declare all of the Purchase Money Notes to be immediately due and 

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

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

by the Issuer hereunder, shall forthwith become immediately due and payable without the 

necessity of any presentment, demand, protest or any other notice of any kind, all of which are 

hereby expressly waived by the Issuer. 

As of the Closing Date, no Purchase Money Note Guaranty had been issued. Pursuant to 

Section 8.4 of the Contribution Agreement, the Transferor from time to time may elect in its sole 

discretion to procure the execution and delivery by any Person of a Purchase Money Notes 

Guaranty pursuant to which, inter alia, such Purchase Money Notes Guarantor guarantees the 

payment when due of the principal of any Class of the Purchase Money Notes. The Issuer will 

be obligated to reimburse such Purchase Money Notes Guarantor for any payments made by it 

pursuant to said Purchase Money Notes Guaranty (with interest). If there are any Guaranteed 

Purchase Money Notes, (i) the reimbursement rights of such Purchase Money Notes Guarantor 

will rank higher in priority of payment than the Purchase Money Notes and (ii) such Guaranteed 

Purchase Money Notes will rank higher in priority of payment than the Non-Guaranteed 

Purchase Money Notes, all as set forth in the Custodial and Paying Agency Agreement and the 

Reimbursement, Security and Guaranty Agreement. If this Purchase Money Note after the 

Closing Date becomes a Guaranteed Purchase Money Note, then, to the extent the applicable 

CRE/ADC Venture 2012-1 Structured Transaction 

Global 144A Note 

Version 3.1.1 
Purchase Money Notes Guarantor makes any payment to the Holder pursuant to or in connection 

with the applicable Purchase Money Notes Guaranty, such Purchase Money Notes Guarantor 

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

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

payment, will be deemed to have assigned to such Purchase Money Notes Guarantor any and all 

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

such Purchase Money Notes Guarantor pursuant to such Purchase Money Notes Guaranty. Upon 

the request of such Purchase Money Notes Guarantor, the Holder shall execute written 

assignments of such claims. 

No delay, omission or waiver on the part of the Holder or the PMN Agent in exercising 

any right pursuant to this Purchase Money Note shall operate as a waiver of such right or any 

other right of the Holder or the PMN Agent, nor shall any delay, omission or waiver on any one 

occasion be deemed a bar to or waiver of the same or any other right on any future occasion. 

Except as otherwise set forth in this Purchase Money Note, the rights and remedies of each of the 

Holder and PMN Agent are cumulative and not exclusive of any rights or remedies the Holder or 

the PMN Agent would otherwise have. 

The Issuer's obligations pursuant to this Purchase Money Note are absolute and 

unconditional and shall not be affected by any circumstance whatsoever, and the Issuer hereby 

agrees to make, or cause the Paying Agent to make, all payments pursuant to this Purchase 

Money Note in full and when due, whether in respect to principal or any other amount owed by 

the Issuer pursuant to this Purchase Money Note, without notice, demand, counterclaim, setoff, 

deduction, defense, abatement, suspension, limitation, deferment, diminution, recoupment or 

other right that the Issuer may have against the Holder hereof or any other Person, and the Issuer 

hereby waives and agrees not to assert any defense (other than payment in accordance with the 

terms hereof), right of counterclaim, setoff or recoupment, or other right which it may have 

against the Holder hereof or any other Person. 

All notices, requests, demands and other communications required or permitted to be 

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

delivered in accordance with (and subject to) the provisions of the Notice Schedule (which 

Notice Schedule is hereby incorporated by reference); provided, that (i) any such notice, request, 

demand or other communication to the Holder hereof same shall be sent (pursuant to the 

foregoing and the Notice Schedule) to the Custodian and Paying Agent on its behalf, and (ii) 

service of any writ, process or summons in any suit, action or proceeding arising out of, relating 

to, or in connection with this Purchase Money Note shall be subject to the applicable provisions 

below. 

In case any one or more of the prov1s10ns hereof should be invalid, illegal or 

unenforceable in any respect, the validity, legality and enforceability of the remaining provisions 

contained herein shall not in any way be affected or impaired thereby. 

This Purchase Money Note shall bind the Issuer and the successors of the Issuer, and the 

term "Issuer" herein shall include the successors of the Issuer. 

CRE/ADC Venture 2012-1 Structured Transaction 

Global 144A Note 

Version 3.1.1 
The terms of all of the Purchase Money Notes of the Applicable Class may be amended 

from time to time by the written agreement of the Issuer and the Required PMN Consenting 

Parties, subject, if a Purchase Money Notes Guaranty with respect to this Purchase Money Note 

has been executed and delivered, in all instances to the terms of such Purchase Money Notes 

Guaranty. 

The Issuer agrees and elects, and the Holder by acceptance of this Purchase Money Note 

agrees and elects, that, in accordance with Section 5-1401 of the General Obligations Law of the 

State ofNew York, this Purchase Money Note is to be governed by and construed in accordance 

with the law of the State of New York, excluding any conflict of laws rule or principle that might 

refer the governance or the construction of this Purchase Money Note to the law of another 

jurisdiction, and each of the Issuer, and by its acceptance hereof, the Holder unconditionally and 

irrevocably waive any claim to assert that the laws of any other jurisdiction govern this Purchase 

Money Note. 

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

Holder that is not the FDIC, a "Non-FDIC Holder"), in each case on behalf of itself and its 

Affiliates, irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

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

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

Transaction Document, and waives any right to: 

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

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

action or proceeding without the consent of the FDIC Holder; 

(B) assert that venue is improper in either the United States 

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

District 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 

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

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

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

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

CRE/ADC Venture 2012-1 Structured Transaction 


Global 144A Note 


Version 3.1.1 

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

State of New York; or 

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

an inconvenient forum. 

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

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

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

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

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

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

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

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

Court for the District of Columbia at the option of the FDIC Holder; 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within paragraph (a)(iii) above, to bring 

that suit, action or proceeding in only the Supreme Court of the State of New York, and waives 

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

(v) agrees, in any suit, action or proceeding that is brought in the 

Supreme Court of the State of New York for New York County in accordance with the above 

provisions of this paragraph (a), to request that such suit, action or proceeding be referred to the 

Commercial Division of such Court. 

(b) Each of the Issuer and each Non-FDIC Holder, in each case on behalf of 

itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment 

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

enforced in any court of competent jurisdiction. 

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

each Non-FDIC Holder, in each case on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally agrees that service of all writs, process and summonses in any suit, action or 

proceeding pursuant to paragraph (a) or paragraph (b) above may be effected by the mailing of 

copies thereof by registered or certified mail, postage prepaid, to it at its address for notices 

pursuant to this Purchase Money Note (and the Notice Schedule) (with copies to such other 

Persons as specified in the Notice Schedule); provided, however, that the foregoing shall not 

affect the right of any party to serve process in any other manner permitted by Law. Each of the 

Issuer and each Non-FDIC Holder, in each case on behalf of itself and its Affiliates, further 

agrees that any such service of writs, process or summonses in any suit, action or proceeding 

pursuant to paragraph (a) or paragraph (b) on FDIC (in any capacity) shall be in accordance with 

requirements of applicable Law (including 12 CFR section 309.7(a)), with additional delivery of 

a copy of such writ, process or summons to the FDIC (in its applicable capacity(ies)) pursuant to 

the notice provisions herein (and the Notice Schedule). 

CREIADC Venture 2012-1 Structured Transaction 

Global 144A Note 

Version 3. 1.1 
(d) Nothing in paragraph (a), paragraph (b) or paragraph (c) above shall 

constitute (i) consent to jurisdiction in any court by the FDIC, other than as expressly provided in 

paragraph (a)(iii) and paragraph (a)(iv) above, or (ii) a waiver or limitation of any provision in 

the Federal Deposit Insurance Act or other applicable Law relating to commencement, 

jurisdiction, venue, limitations, administrative exhaustion, judicial review, removal, rema.'1d, 

continuation or enforcement (including as to limitations on attachment or execution upon assets 

in the possession of the FDIC) of actions by or against the FDIC (in any capacity), or in which 

the FDIC (in any capacity) is a party, including 12 U.S.C. § 1819(b), 182l(c), 182l(d), and 

1821U). 

EACH OF THE ISSUER AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER 

HEREBY IRREVOCABLY AND UN CONDITIONALLY W AlVES ANY RIGHT IT MAY 

HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO 

THIS PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE 

TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

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

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

Paying Agency Agreement. 

This Purchase Money Note is subject to mandatory exchange under the limited 

circumstances set forth in the Custodial and Paying Agency Agreement. 

The "Original Face Amount" of this Purchase Money Note means the Initial Original 

Face Amount, increased by an amount equal to the "Original Face Amount" of any Certificated 

Note surrendered in exchange for an interest in this Purchase Money Note in accordance with the 

Custodial and Paying Agency Agreement, and decreased by an amount equal to the "Original 

Face Amount" of any Certificated Note issued in exchange for an interest in this Purchase 

Money Note in accordance with the Custodial and Paying Agency Agreement. Neither the 

Initial Original Face Amount nor the Original Face Amount of this Purchase Money Note take 

into account any principal payments made on the Purchase Money Notes of the Applicable Class 

(including without limitation this Purchase Money Note). Principal of this Purchase Money Note 

is payable prior to maturity as set forth hereinabove. Accordingly, the actual outstanding unpaid 

principal of this Purchase Money Note at any time may be less than the Initial Original Face 

Amount or the Original Face Amount. Upon exchange of, or increase in, any interest 

represented by this Purchase Money Note, this Purchase Money Note shall be endorsed on 

Schedule A hereto to reflect the reduction of, or increase in, the Original Face Amount evidenced 

hereby. If this Purchase Money Note is in the custody of the Paying Agent pursuant to the 

Custodial and Paying Agency Agreement, the Paying Agent shall, upon any payment in respect 

of the principal amount hereof, endorse this Purchase Money Note on Schedule A hereto to 

reflect the aggregate amount of principzJ payments that have been made with respect to the 

Purchase Money Notes of the Applicable Class (in absolute terms and per $1,000 Original Face 

Amount ofthe Applicable Class). 

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

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

CRE/ ADC Venture 2012-1 Structured Transaction 


G1oha1 144A Note 


Version 3 .1.1 

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

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

other governmental charge payable in connection therewith. 

CRE/ ADC Venture 2012-1 Structured Transaction 

Global 144A Note 

Version 3. Ll 
TN WITN ESS WHEREOF, the Issuer has caused this instrument to be signed , manually 

or in facsimile, as of the date first shown above. 

CRE/ADC VENTURE 2012-1 , LLC 

By: Federal Deposit Insurance Corporation in its 

capacity as Receiver (as d efin ed in the 

Agreement of Definitions referred to herein), as 

Sole Member and Manager 

Title: Attorney-i n-Fact 

CREIADC Venture 2012-1 Sll\lctured Tr1111saetion 

Global 144A Note 

Version 3.1.1 
ASSIGNMENT FORM 

For value received------------------ does hereby sell, assign and 

transfer unto 

Please insert social security or 

other identifying number of assignee 

Please print or type name 

and address, including zip code, 

of assignee: 

the within Purchase Money Note and does hereby irrevocably constitute and appoint 

______ as an Attorney-in-fact to transfer this Purchase Money Note on the books ofthe 

Paying Agent with full power of substitution in the premises. 

Date: _______ 	 Your Signature: _________________ 

(Sign exactly as your name appears in this Purchase Money 

Note) 

CRE/ADC Venture 2012-l Structured Transaction 

Global l44A Note 

Version 3 .l.l 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS, AND PRINCIPAL PAYMENTS 

The following exchanges of, or increases in, the Original Face Amount of the Purchase Money 

Notes represented by this Purchase Money Note have been made: 

Date exchange/increase Original Face Part of Original Face Amount of Original Face Amount of this Notation made by or 

made Amount of this this Purchase Money Note Purchase Money Note following on behalf of the 

Purchase Money exchanged/increased (determined such exchange/increase Issuer 

Note prior to without regard to principal (determined without regard to 

exchange/increase payments with respect to the principal payments with respect 

Applicable Class) to the Applicable Class) 

The following payments of principal in respect of all the Purchase Money Notes ofthe 

Applicable Class have been made: 

Remaining aggregate Notation made by 

payment made 

Date principal Aggregate original Agreement Agreement amount of Remaining

or on behalf of the 

of all Purchase 

principal amount amount of payment of principal in aggregate principal amount of

Company 

Money Notes of 

payment of respect of all Purchase principal all Purchase Money

principal in Money Notes of the amount of all Notes of the 

the Applicable Applicable Class 

Class 

respect of all Applicable Class, Purchase

following such 

Money Notes of 

Purchase expressed in terms of Money Notes 

of the principal payment, 

the Applicable 

dollars per $1 ,000 

aggregate original Applicable expressed in terms of 

Class Class dollars per $1,000 

(aggregate Original Face 

principal amount 

aggregate original 

Amount) of all Purchase 

following such 

principal principal amount 

Money Notes of the payment (aggregate Original 

Applicable Class Face Amount) of all 

Purchase Money 

Notes of the 

Applicable Class 

CRE/ADC Venture2012-l Structured Transaction 

Global l44A Note 

Version 3.1.1