2010-1 RADC/CADC VENTURE, LLC 


CLASS NG-1 PURCHASE MONEY NOTE (GLOBAL 144A) 


MATURITY DATE: SEPTEMBER 25, 2013 


$54,494,000 Certificate No.: NGI-R-1 

August 26, 201 0 

CUSIPNo.: 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

ISINNo.: ----­

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

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

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

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

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

ACCEPTANCE OF THIS PURCHASE MONEY NOTE, REPRESENTS THAT IT HAS 

OBTAINED THIS PURCHASE MONEY NOTE IN A TRANSACTION IN COMPLIANCE 

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

APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION AND 

THE RESTRICTIONS ON SALE AND TRANSFER SET FORTH IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT T EOF, BY ITS ACCEPTANCE OF 

THIS PURCHASE MONEY NO SENTS, ACKNOWLEDGES AND 

AGREES THAT IT WILL N LL, PLEDGE OR OTHERWISE 

TRANSFER THIS PURCHASE M EX EPT IN COMPLIANCE WITH THE 

SECURITIES ACT, THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE 

LAWS OF ANY JURISDICTION AND IN ACCORDANCE WITH THE CERTIFICATIONS 

AND OTHER REQUIREMENTS SPECIFIED IN THE 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 144A UNDER THE 

SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT 

OF A "QUALIFIED INSTITUTIONAL BUYER" IN COMPLIANCE WITH RULE 144A 

UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE THAT IS NOT A U.S. 

PERSON (AS SUCH TERM IS DEFINED IN REGULATIONS 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 (B), 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 CONSENT FROM ITS 
BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE INVESTMENT COMPANY 

FORMED BEFORE APRIL 30, 1996, (iii) IS NOT A BROKER-DEALER THAT OWNS AND 

INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25,000,000 IN SECURITIES 

OF UNAFFILIATED ISSUERS, (iv) IS NOT A PENSION, PROFIT SHARING OR OTHER 

RETIREMENT TRUST FUND OR PLAN IN WHICH THE PARTNERS, BENEFICIARIES 

OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE THE PARTICULAR 

INVESTMENTS TO BE MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED 

WITHOUT LOSS OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION, 

(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 U.S. $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 DEEMED TO HAVE MADE THE 

REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT. 

THIS PURCHASE MONEY OT NSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTR S 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. 

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 

2 

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., 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 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, CEDE & CO., 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 C , gfjCH OTHER ENTITY AS IS 

REQUESTED BY AN AUTHORIZED E~"i(F DTC (AND ANY PAYMENT 

HEREON IS MADE TO CEDE & CO.). Ll 

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 FEDERAL DEPOSIT INSURANCE 

CORPORATION AT 550 17TH STREET, N.W., ROOM F-7026, WASHINGTON, D.C. 20429, 

ATTENTION: RALPH MALAM! AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE 

PRICE AND THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE. 

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

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

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

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

PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE 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 770l(A)(30) OF THE 

INTERNAL 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 U.S.$250,000 AND INTEGRAL MULTIPLES OF 

U.S.$10,000 IN EXCESS THEREOF. 

3 

2010-1 RADC/CADC VENTURE, LLC 


CLASS NG-1 PURCHASE MONEY NOTE (GLOBAL 144A) 


(Maturity Date: September 25, 2013) 


$54,494,000 Certificate No.: NG1-R-1 

ISlNNO.: 

CUSIP 

August 26, 20 1 0 

FOR VALUE RECEIVED, 2010-1 RADC/CADC Venture, LLC, a Delaware limited 

liability company (herein referred to as the "Issuer"), hereby unconditionally promises to pay to 

the order of Cede & Co., or its successors and registered assigns, the principal sum of 

$54,494,000 (Fifty-Four Million, Four Hundred Ninety-Four Thousand and 00/100 United States 

Dollars) (or such other amount as shall be the outstanding principal amount of this Purchase 

Money Note shown on Schedule A hereto). No interest shall accrue on the outstanding principal 

amount of this Purchase Money Note. T~ · · ~ p99cipal amount of this Purchase 

Money Note shall be due and payable of( . ~c(the "Maturity Date") or such 

earlier date as such amount shall become '<J lelmduant to the terms of this Purchase 

Money Note. 

The principal of this Purchase Money Note is payable in such coin or currency of the 

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

private debts. All payments made by the Issuer with respect to this Purchase Money Note shall 

be subject to the Priority of Payments set forth in Section 5.1 of the Custodial and Paying 

Agency Agreement (as such term is defined hereinafter). This Purchase Money Note is subject 

to all terms of the Custodial and Paying Agency Agreement. Unless otherwise defined herein, 

capitalized terms used in this Purchase Money Note have the meanings provided in, or by 

reference in, that certain ( 1) Custodial and Paying Agency Agreement, dated as of August 26, 

2010 (as further amended, supplemented or restated from time to time, and including any 

substantially similar agreement entered into by Issuer and any new or successor custodian and 

paying agent, the "Custodial and Paying Agency Agreement"), among the Issuer, MREC 

Funding, LLC, the Federal Deposit Insurance Corporation, in its capacity as Receiver for various 

failed financial institutions listed in Exhibit A to this Note, as the Advance Lender, as the Initial 

Member, as the NGPMN Agent and as the Collateral Agent pursuant to the Reimbursement, 

Security and Guaranty Agreement, dated as of August 26, 2010 (as amended, supplemented or 

restated from time to time, the "Reimbursement, Security and Guaranty Agreement") and 

Wells Fargo Bank, N.A., and (2) that certain Agreement of Common Definitions, dated as of 

August 26, 2010, among the Federal Deposit Insurance Corporation, acting in its separate 

capacities, the Issuer and others. 

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

written consent of the Advance Lender so long as Advance Loans are outstanding and the 

commitment for the Advance Facility has not been terminated. Any amount repaid or prepaid 

pursuant to this Purchase Money Note may not be reborrowed. 

4 

The Holder, by acceptance of this Purchase Money Note, covenants and agrees that no 

recourse may be taken, directly or indirectly, with respect to the rights of the Issuer pursuant to 

the Custodial and Paying Agency Agreement or any Transaction Documents or under any 

certificate or other writing delivered in connection therewith, against the Paying Agent or the 

Servicer or any of their Affiliates. 

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

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

the Holder, 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. 

/ /:~~::::} f ~,::~:: -,_ r~:~:~:~::,,, 

This Purchase Money Note is lj(ilited( ~n tig~~~=~j . ent to certain collections and 

recoveries respecting the Assets and payrtt~s,\<i~si!P and ~vances pursuant to the Custodial 

and Paying Agency Agreement, all as more specifically set forth in the Custodial and Paying 

Agency Agreement. 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. 

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

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

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

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

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

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

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

Note. 

5 

The Paying Agent, the Servicer, the Issuer 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, this Class of 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 hereunder, without any action on the part of the Holders (as of 

the relevant Record Date). Upon the occurrence of any other Event of Default defined in the 

Reimbursement, Security and Guaranty Agreement, the Holders of more than fifty percent (50%) 

of the outstanding principal amount of this Class of Purchase Money Notes may, in addition to 

any other available remedy, by notice in writing to the Issuer and the Paying Agent, declare this 

Class of Purchase Money Notes to be immediately due and payable, together with any other 

amounts owed by the Issuer hereunder, 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. ,,y::-::~::~"'\ ~\ Jl""~;r 

No delay, omission or waiver on tl"l~ }l?~rt ~dl{e~fiol~;;/in exercising any right pursuant to 

this Purchase Money Note shall opera~/~s 'i:=;vai~er of ~lllch right or any other right of the 

Holder, 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 

herein, the rights and remedies of the Holder are cumulative and not exclusive of any rights or 

remedies the Holder 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, but subject in 

all respects to the priority of payments set forth in Section 5.1 of the Custodial and Paying 

Agency Agreement, and the Issuer hereby waives and agrees not to assert any defense (other 

than payment in accordance with the terms hereof), right of counterclaim, setoff or recoupment, 

or other right which it may have against the Holder hereof or any other Person. 

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

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

writing and shall be mailed or delivered to the applicable address or electronic mail address of 

the parties specified below for such Person or to such other address or electronic mail address as 

shall be designated by such party in a notice to the other parties. All such notices and other 

communications shall be deemed to be given or made upon the earlier to occur of (i) actual 

receipt (or refusal thereof) by the relevant party hereto and (ii) (A) if delivered by hand or by 

nationally recognized courier service, when signed for (or refused) by or on behalf of the 

6 

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 (which form of delivery is subject to the 

provisions of this paragraph), when delivered. In no event shall a voice mail message be 

effective as a notice, communication or confirmation pursuant to this Purchase Money Note. 

If to the Issuer, to: 

2010-1 RADC/CADC Venture, LLC 


4200 W. 115th Street, Suite 1 00 


Leawood, Kansas 66211 


Attention: Ryan Anderson and Kirk Lambright 


E-mail Addresses: · 


with a copy to: 

Greenberg Traurig, LLP 

1750 Tysons Boulevard, Suite 1200 

McLean, Virginia 

Attention: 

E-mail Address 

and if to the Holder hereof, to the Custodian and Paying Agent on its behalf: 

Wells Fargo Bank, National Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Client Services Manager 


Reference: 2010-1 RADC/CADC Venture, LLC 


E-mail Addresses 


with copies 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 

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

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

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

7 

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

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

The terms of this Purchase Money Note may be amended from time to time only by the 

written agreement of the Issuer and the Holder. 

This Purchase Money Note and the rights and the duties of the Issuer and the Holder 

hereunder shall be governed by and construed in accordance with the law of the State of New 

York, excluding any conflict of laws rule or principle that might refer the governance or the 

construction ofthis Purchase Money Note to the law of another jurisdiction. 

(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"), 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 that is the FDIC, the "FDIC 

Holder") arising out of, relating t wn "'ifh this Purchase Money Note or any 

Transaction Document, and waives an U 

(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 ofthe 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 o Columbia; or 

(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum. 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York for any suit, action or proceeding against it or any of its Affiliates commenced by the 

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

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 ofthe FDIC Holder; 

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

State ofNew York; or 

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

an inconvenient forum. 

8 

(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; 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 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. 

(b) Each of the >~Qft:-FPJC Holder, on behalf of itself and its 

Affiliates, hereby irrevocably and ~:~ee~'fhat any final judgment entered against 

it in any suit, action or proceeding· ' paragfJ.ph (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 Holder, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees 

that service of all writs, process and summonses in any suit, action or proceeding pursuant to 

paragraph (a) or paragraph (b) above may be effected by the mailing of copies thereof by 

registered or certified mail, postage prepaid, to it at its address for notices set forth in this 

Purchase Money Note (with copies to such other Persons as specified herein); provided, 

however, that nothing contained in this paragraph (c) shall affect the right of any party to serve 

process in any other manner permitted by Law. 

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

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

paragraph (a)(iii) and paragraph (a)(iv) above, or in any way limit the FDIC's right to remove, 

transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any 

forum. 

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS PURCHASE MONEY NOTE 

AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE 

SITTING WITHOUT A JURY. 

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

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

Paying Agency Agreement. 

9 
This Global Note is subject to mandatory exchange for the corresponding Certificated 

Note under the limited circumstances set forth in the Custodial and Paying Agency Agreement. 

Upon redemption, repayment, exchange of or increase in any interest represented by this 

Global Note, this Global Note shall be endorsed on Schedule A hereto to reflect the reduction of 

or increase in the principal amount evidenced hereby. 

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

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

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

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

other governmental charge payable in connection therewith. 

[REMAINDER OF P 4\~~ LEFT BLANK] f ~'V0C 

{ 

10 

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually 

or in facsimile, by its Initial Member as of the date first shown above. 

2010-1 RADC/CADC VENTURE, LLC 

By: 	 Federal Deposit Insurance Corporation, 

as Receiver for those failed financial institutions 

listed on Exhibit A to this Note, as Initial Member 

By: 

Name: 

Title: Attorney-in-Fact 

[Signature Page to Class NG-1 (Global144A) Purchase Money Note] 
EXHIBIT A 

LIST OF V ARlOUS FAILED FINANCIAL INSTITUTIONS 

Bank Name 

IndyMac Bank, FSB 

Haven Trust Bank 

First City Bank 

First Bank of Idaho 

Michigan Heritage Bank 

. 10095 :July 31, 2009 

Community Bank of Nevada Las Vegas 14, 2009 

·························································· . =.....................................................................;.........................................;.......... 
 =····································································································· 

Union Bank Chandler 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

The following exchanges, redemptions, repayments of or increase in the whole or a part of the 

Purchase Money Notes represented by this Global Note have been made: 

Date exchange/ 

redemption/repayment/ 

increase made 

Part ofprincipal amount of 

Original principal this Global Note 

amount of this exchanged/redeemed/ 

Global Note repaid/increased 

Remaining principal 

amount of this Global 

Note following such 

exchange/redemption/ 

repayment/increase 

Notation made by 

or on behalf of the 

Issuer 

'~ c " ~ 

; h ' '," """/ / 

<::;;/ <'~::~/ L.l ;,"; 

A-I