CRE 2011-1 Venture Structured Transaction 

CRE VENTURE 2011-1, LLC 


CLASS A PURCHASE MONEY NOTE 

(REGULATION S CERTIFICATED) 

(MATURITY DATE: August 10, 2018) 

$0 

ISINNO.: Certificate No.: Class A- CRE Class A 

CUSIP NO.: Issuance Date: August 10, 2011 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

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

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

STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND THE 

ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT 

COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY 

ACT"). THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE 

MONEY NOTE, REPRESENTS THAT IT HAS OBTAINED THIS PURCHASE 

MONEY NOTE IN A TRANSACTION IN COMPLIANCE WITH THE SECURITIES 

ACT, THE INVESTMENT COMPANY ACT, 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. THE HOLDER HEREOF, BY ITS 

ACCEPTANCE OF THIS PURCHASE MONEY NOTE, FURTHER REPRESENTS, 

ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, 

PLEDGE OR OTHER WISE 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 

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 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 REGULATIONS UNDER THE 

CRE 2011-1 Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.1 
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 $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 $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 

CRE 2011-1 Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.1 
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, PURCHASERS 

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 UNDER THE SECURITIES LAWS OF ANY STATE OR TO 

PROVIDE REGISTRATION RIGHTS TO ANY HOLDER. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAY ABLE 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 NONU.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 REQUIRED TO REPRESENT 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. 

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 W9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

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

CRE 20 Il-l Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.l 
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 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 PURCHASE MONEY NOTE MUST 

BE HELD IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL 

MULTIPLES OF $10,000 IN EXCESS THEREOF. 

CRE 20 II-I Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.l 
CRE VENTURE 2011-1, LLC 


CLASS A PURCHASE MONEY NOTE 


(REGULATIONS CERTIFICATED) 


(Maturity Date: August 10, 20 18) 

$0 

ISINNO.: 

CUSIP 

Certificate No.: Class A-CRE Class A 

Issuance Date: August 10, 2011 

FOR VALUE RECEIVED, CRE Venture 2011-1, LLC, a Delaware limited 

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

pay to the order of The Federal Deposit Insurance Corporation as Receiver of the Failed 

Banks, or its successors and registered assigns: on August 10, 2018 (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 Zero and 001100 United States 

Dollars ($0.00) (the "Original Face Amount") (or such lesser amount 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 ofthis 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 2011-1 Venture Structured 

Transaction dated as of August 10, 2011 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 ofthis Purchase Money Note) (the "Agreement of Definitions"), and are 

not otherwise defined herein, shall have the meanings and definitions given, or referred 

to, in the Agreement of Definitions. 

The payments of this Purchase Money Note are 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. 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 principal face 

amount of $0.00, inclusive of the Purchase Money Notes Issuance Fee. This Purchase 

Money Note is one ofsuch Purchase Money Notes. 

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

prior written consent of the Required 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 

CRE 20 II-I Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.l 
the acceleration of this Purchase 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 

CRE 20 II-I Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.l 
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 (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 oflike 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 ofwhich 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 

CRE 2011-1 Venture Structured Transaction 

Purchase Money Note (RegS) 

EXECUTION VERSION 

v.1 
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 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 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 

CRE 20 Il-l Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.l 
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 relevant party hereto; (B) if delivered 

by mail, four 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. 

Ifto the Issuer, to: 

CRE Venture 2011-1, LLC 


2450 Broadway, 6th Floor 


Santa Monica, California 90404 


Attention: Paul A. Fuhrman 


E-mail Address: 


with copies to: 

Colony Capital, LLC 


660 Madison Avenue 


New York, New York 10065 


Attn: Ronald M. Sanders 


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 21 045 

Attention: Client Services Manager 

Reference: CRE 2011-1 Venture Structured Transaction 

E-Mail Addresses: 

with copies to: 

Assistant Director- Structured Transactions 


Federal Deposit Insurance Corporation 


550 17th Street, NW (Room F-7015) 


Washington, D.C. 20429-0002 


Attention: Ralph Malami 


E-mail Address: rmalami@fdic.gov 


CRE 2011-1 Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.1 
with a copy to: 

Supervisory Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room D-7102) 

Arlington, Virginia 22226 

Attention: Kathleen Russo 

E-mail Address: krusso@fdic.gov 

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

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

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

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

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

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 of New 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"), 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; 

CRE 20 Il-l Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.l 
(B) assert that venue is improper in either the United 

States District Court for the Southern District ofNew 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; 

(B) 

ofthe State ofNew York; or 

assert that venue is improper in the Supreme Court 

(C) 

York is an inconvenient forum. 

assert that the Supreme Court of the State of New 

(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 ofthe 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 dispute-resolution forum without the consent of the FDIC Holder. 

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

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

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

be enforced in any court of competent jurisdiction. 

CRE 20 I 1-1 Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.l 
(c) Subject to the provisions ofparagraph (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, BY ITS ACCEPTANCE HEREOF, 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 Certificated Note may be exchanged for a beneficial interest in the 

corresponding Rule 144A Global Note, subject to the restrictions as set forth in the 

Custodial and Paying Agency Agreement. 

This Certificated 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 Certificated Note does not take into account 

any principal payments made on this Certificated Note. Principal of this Certificated 

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

outstanding unpaid principal of this Certificated Note at any time may be less than the 

Original Face Amount. If this Certificated 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 such payment. 

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. 

CRE 20 I I-I Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.I 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, 

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

CRE Venture 2011-1, LLC 

By: Federal Deposit Insurance 

Corporation in its capacity as Receiver 

for the Failed Banks, as Sole Member and 

Manager 

By: 

Name: Heidi Silverberg 

Title: Senior Capital Markets Specialist 

CRE 20 Il-l Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.l 
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 

of the 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 2011-1 Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.l 
SCHEDULE A 


SCHEDULE OF PRINCIPAL PAYMENTS 


The following payments of principal in respect of the Original Face Amount of this 

Purchase Money Note have been made: 

Date principal payment 

made 

Original Face 

Amount of this 

Purchase Money 

Note 

Part of Original Face 

Amount of this Purchase 

Money Note paid 

Portion of Original Face 

Amount of this Purchase 

Money Note remaining 

unpaid following such 

!payment 

Notation made by or on 

behalf of the Company 

CRE 2011-1 Venture Structured Transaction 

Purchase Money Note (Reg S) 

EXECUTION VERSION 

v.I