EXECUTION COPY 

CRE/ADC Venture 2013-1 Structured Transaction 

CUSTODIAL AND PAYING AGENCY AGREEMENT 


by and among 


CRE/ADC VENTURE 2013-1, LLC, 


FEDERAL DEPOSIT INSURANCE CORPORATION 


in its capacity as Receiver, as Initial Member, 


COLFIN 2013 CRE ADC FUNDING, LLC, as Private Owner, 


and 


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Bank 


Dated as of October 17, 20 13 


CREIADC Venlure 20 13· 1 S1ruc1Ured Transac1ion 

Cuslodial and Paying Agency Agreemenl 

Version 3. 1.1 
TABLE OF CONTENTS 


ARTICLE I DEFINITIONS AND CONSTRUCTION .........................................................2 


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


Section 1.2 Rules of Construction ...................................................................................2 


ARTICLE II PAYING AGENT............................................................................... ...............2 


Section 2. 1 Appointment of Paying Agent .....................................................................2 


Section 2.2 Delivery of Documentation..........................................................................2 


Section 2.3 Duties ...........................................................................................................2 


ARTICLE III ACCOUNTS ..................................................OOOOOOOooOOOOOooOOooOOooOOOOOOOOOOOOOOooOOooOOoo00003 


Section 3.1 
 Collection Account .. oo .......oo .. oo .... oo ...oo ooOOOOOOooOOO 000000 .......oo ..............................3 


....................................................................................4 


.....ooooooooooooo·oo oo oooooooooooooooooooooooooooooooo•oooooooooo .. 00 .00 0000....5 


.............oo ..............................5 


.................................................................................5 


........................ 0000 ......oo ............ 0000 0000 ..5 


.. 00 .......................... 00 ..............................6 


.................................................................6 


Section 3.9 


...................................7 


Section 3.2 
 Distribution Account 

Section 3.3 
 [Intentionally Omitted] 

Section 3.4 
 [Intentionally Omitted]. 00000000000000000 ooooooooooooooooo 

Section 3.5 
 [Intentionally Omitted] 

Section 3.6 
 Working Capital Reserve Account 0000 

Section 3 .7 
 Excess Working Capital Advances 

Section 3.8 
 Discretionary Funding Advances 

Section 3.10 
 Certain General Provisions Regarding the Accounts 

Private Owner Pledged Account..................................................................? 


ARTICLE IV ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS .................8 


Section 4.1 Investment of Funds in Accounts ................................................................8 


Section 4.2 Interest..........................................................................................................9 


Section 4.3 Inadequately Identified Amounts.................................................................9 


Section 4.4 Payment Procedures.....................................................................................9 


ARTICLE V DISTRIBUTIONS 0000000 ........................ 0000 ..00 .................... 0000 ..00 ................ 0000000010 


Section 5.1 Priority of Payments 00 .................... 0000 ........................ 0000 0000 0000 .................... 10 


Section 5.2 Notices of Payment Failure.............. 00 0000 ......................oo ..oo 0000 ..................0012 


ARTICLE VI CUSTODIAL DOCUMENTS .............oooooooooooo ..................oo ..oooooo .................... 12 


Section 6.1 Delivery of Custodial Documents.............oo ..oo ..................................... oo ..oo12 


Section 6.2 Examination of Custodian Files; Copies.................................................... 17 


Section 6.3 Shipment of Custodial Documents ............................................... 0000 .........17 


ARTICLE VU CUSTODIAN .............. 0000 .................... 0000 ..00 ......................00 .. 000 ....................... 17 


Section 7. 1 Appointment of the Custodian ....... 0000 00000000 ................................... 00000000000001 7 


Section 7.2 Obligations of the Custodian .....................................................................18 


ARTICLE VIII FEES AND EXPENSES..................................................................................19 


Section 8. 1 Fees and Expenses ...........................oo ..oo ......................oo ..00 ........................ 19 


ARTICLE IX REMOVAL OR RESIGNATION ...................................................................20 


Section 9. 1 Removal or Resignation of Custodian and Paying Agent .............. oo .........20 


CRE/ADC Venture 2013-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3. 1.1 
ARTICLE X REPRESENTATIONS , WARRANTIES AND COVENANTS ........ ............. 21 


Section 10.1 Re presentations, Warranties and Covenants ....... ........................ ............... 21 


Section 10 .2 In sura nce ......................................... .. ............................................ .............22 


ARTIC LE XI REPORT$ ................. .... .... .................... .... ........................ .... ........ ...... ...... .... ...22 


Section 11.1 Custodian and Paying Agent Re port... ....................................................... 22 


Section 11 .2 Additional Reports .......... .... ................. ... .... ..... ....................... .... .. .............23 


Section 11.3 Company a nd Se rvicer Distribution Date Accounting ...... .............. .......... 23 


Section 1 1.4 Distribution Date Instructions ....................................................................24 


Section 11 .5 Books a nd Records ....................................................................................24 


ARTICLE XII NO ADVERSE INTERESTS ..........................................................................24 


Section 1.2. 1 No Adverse Interests ...................... ......... .... .... .. .................. .... .... .. .............24 


ARTICL E X lll LIAB ILITY AND INDEMN IF ICATION ................................ .... .... .. .......... ...25 


Section 13.1 Li a bility; Inde mnification ..........................................................................25 


ARTICLE XIV CUSTODIAN AND PAYING AGENT ..........................................................26 


Section 14.1 Relian ce of Custodian a nd P ayi ng Agent ..................................................26 


ARTIC LE XV TAXES... ............. ........ ....... ............................ ................. ..... ........ .. ......... ..... .... 28 


Section 15. 1 Tax Re ports .................................................... ............................ ... ............. 28 


Section 15.2 Stamp and Other Similar Taxes .................. .................... .... ............ ........... 28 


ARTICLE XVI TERM .... ...... .................................................. ........... ..................... ..... .............28 


Section 16.1 Te rm ...................................................................... ..................... ....... .........28 


ARTICLE X VII AUTHORIZED REPRESENTATIVES ..........................................................28 


Section 17. 1 Authorized Representatives ................ .... .... .................... .... .... ...................28 


ARTICLE X VIII NOTICES .........................................................................................................29 


Section 18. 1 Notices .......................................................................................................29 


ARTICLE XIX MISCELLANEOUS ........................................................................................29 


Section 19.1 Governing Law ..........................................................................................29 


Section 19.2 Waive r of Jury Tria l. ..................................................................................29 


Section 19.3 Juri sdic tion; Venue and Service .... .. .... .... .... .... ................ .... .... .... .. .......... ...30 


Section 19.4 Counterparts ............................................................................................... 3 1 


Section 19.5 Severa bility ................................................................................................32 


Section 19.6 Co mp liance With Law ................................................................................32 


Section 19.7 E ntire Agreement ....................................................................... ... .............32 


Section 19.8 Assignme nt; Binding Effect... .............................. ...................................... 32 


Section 19.9 Rights Cumulative .....................................................................................33 


Section 19. LO Ame ndme nts .................. ............ ............................ .... ............................... . 33 


Section 19.11 Headings ....................................................................................................33 


Section 19. 12 Non-petition ...............................................................................................33 


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CRE/ADC Venture 201 3- 1 Structured Transac tion 


C ustod ial and Paying Agency Agreement 


Ve rsion 3. I.I 

Schedule and Exhibits 

Exhibit A 

Exhibit B 

Exhibit C 

Exhibit D 

Exhibit E 

Exhibit F 

Exhibit G 

Exhibit H 

Exhibit I 

Exhibit J 

Exhibit K 

Exhibit L 

Exhibit M 

Exhibit N 

Exhibit 0 

Exhibit P 

Exhibit 0 

Exhibit R 

ExhibitS 

Asset Schedule 

Intentionally Omitted 

Intentiona lly Omitted 

Intentionally Omitted 

Form of C ollateral Certificate 

Review Criteria 

Form of S upplemental Delivery Certi ficate 

Request for Release and Receipt of Cus todial Documents 

Request for Release and Receipt of Private Owner Pledged Account Control 

Agreement 

Fees and E xpenses ofC ustodian and Paying Agent 

Custodian and Paying Agent Report 

Form of Lost Instrument Affidavit 

Authorized Rep resentatives 

[Intentionally Omitted] 

[Intentionally Omitted] 

[Intentionally Omitted] 

Form of Private Owner Pledged Account Control Agreement 

Form of PO/Manager Distribution Instruction 

Form of PO/Manager Distribution Reinstatement Notice 

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Custod ial and Paying Agency Agreement 

Version 3. 1.1 
CUSTODIAL AND PAYING AGENCY AGREEMENT 


THIS CUSTODIAL AND PA YING AGENCY AGREEMENT (as the same shall be 

amended , modified or supplemented in accordance with the terms hereof, this "Agreement") is 

made and entered into as of October 17, 201 3, by a nd among (i) CRE/ADC Venture 20 13-1, 

LLC, a Delaware limited liaibility company (the "Company"), (ii) the Federal Deposit Insurance 

Corporation in its capacity as Receiver, as the Initial Member with respect to the Company (in 

such capacity, the "Initial Member"), (iii) ColFin 201 3 CRE ADC Funding, LLC, a Delaware 

limited liability company (the "Private Owner"), and (iv) Well s Fargo B ank, Natio nal 

Association, a national banking association (the "Bank"). 

RECITAL S 

WHEREAS, the Failed Banks previo usly owned the Assets as described on the Asset 

Schedule attached he reto as Exhibit A; 

WHEREAS, the Transferor and the Company have e ntered into the Contri bution 

Agreement pursuant to whi ch the Transferor transferred all of its right, title and interes t in and to 

the Assets to th e Co mpany as a capital contribution (the T ransferor being the sole member of the 

Company at the time); 

WHEREAS, the Initial Member and the Pri vate Owner have entered into the LLC 

Operating Agreeme nt; 

WHEREAS, th e Company wi shes to ope n and maintain in its name at a branch of the 

Bank certain accounts into w hich amounts will be deposited and proceeds will be di stributed as 

provided in this Agree ment and to appoin t the Bank as C ustodian and Pay ing Agent to perform 

the se rvices conte mplated by thi s Agreement; 

WHEREAS, the Private O wne r wishes to open and maintain in its name at a branch of 

the Bank a n account into which Qualifying Cash Coll ateral or p roceeds of draw(s) under a 

Qua lifying Letter of Credit may be deposited, whi ch account will be s ubj ect to a security interest 

and pledge fo r the benefit of the Initial Member pursuant to the LLC Operating Agreement, and 

to appo int the B ank as Pay ing Age nt to perfo rm the services conte mplated by thi s Ag reement; 

WHEREAS, the Bank wishes to accept its app ointment as Custodi an and as Paying 

Agent to perform the services co ntemplated by this Agreement; and 

WHEREAS, the Company, the Initial Member , the Private O wner and the Bank wish to 

e nter into this Agree me nt to, among other things, govern the allocation of the p roceeds to be 

distributed fro m each account esta blished pursuant to this Agreement and the perfo rmance of 

certain tasks by the Bank; 

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

agreements contained he rein, a nd fo r other good and valuable consideratio n the receipt and 

sufficiency of which are here by acknowledged , the parties hereby agree as fo llows: 

CRE/ADC Venture 2013· 1 Structured Transaction 

Custod ial and Paying Agency Agreement 

Version 3. 1. 1 
ARTICLE I 


DEFINITIONS AND CONSTRUCTION 


Section 1.1 Defi nitions. For purposes of this Agreement, all terms used in this 

Agreement (i ncludi ng in the preamble and recitals hereto) that are defined in, or by reference in, 

that certain Agreement of Definitions- CRE/ADC Venture 20 13-1 Structured Transaction dated 

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

from time to time in accordance with the terms set forth herein for the ame ndme nt of this 

Agreement) (the "Agreement of Definitio ns"), and are not otherw ise defined here in, shall have 

the meanings and definitions given, or referred to, in the Agreement of De finitions. 

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

ARTICLE II 


PAYING AGENT 


Section 2 .1 Appointment of Paying Agent. Subject to the terms and conditions of this 

Agreement, the Company, the Initial Member and the Private Owner hereby appoint the Bank to 

pe1form the duties of the Paying Age nt specifically set forth hereunder , and the Bank hereby 

accepts such appoi ntme nt. 

Section 2.2 Delivery ofDocumentation. 

(a) Copies of the Contribution Agreement and the LLC Operating Agreement 

(or portions thereof) as are necessary for the Payin g Agent to be familiar with in order to perform 

its obli gatio ns hereunder have been deli vered to the Payi ng Agent by the Company, and the 

Paying Agent acknowledges receipt thereof. An executed original counterpart of the Private 

Owner Pledged Account Control Agreement has been deli vered to the Paying Agent, and the 

Payi ng Agent acknowledges receipt thereof. 

(b) The Paying Agent shall retain the Private Owner Pledged Account Contro l 

Agreement in its possession and custody at all times during the term hereof unless any one of the 

following events has occurred: 

(i) lf the Paying Agent has resigned or has been removed in 

accordance with the provisions of Section 9.1, the Custodian shall del iver the Private Owner 

Pledged Acco unt Control Agreement to the successor Paying Agent in accordance with Section 

2J.. 

(ii) If the Paying Agent has received a Request for Re lease a nd 

R eceipt of Private Owner Pledged Acco unt Control Agreement in the form attached hereto as 

Exhibit I from an Authorized Representative of the Initial Member, the Paying A gent shall 

deliver the Private Owner Pledged Account Control Agreement to the Initial Member, in 

accordance with the instructions provided in such notice. 

Section 2 .3 Duties. The Paying Agent sha ll have no duties other than those 

specifically set forth or provided for in thi s Agreement and the Private Owner Pledged Account 

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CRE/ADC Venture 2013-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3. 1.1 
Control Agreement, and no implied covenants or obligations of the Paying Agent shall be read 

into this Agreement or the Private Owner Pledged Account Control Agreement or into any 

related agreement to which th e Paying Agent is a party. The Paying Agent shall have no 

obligatio n to inquire whethe r any request, instru ction, certifi cate, direction, receipt, demand, 

consent, resolution, instrument, opinion, report, notice, document, communication, statement or 

calculation is in conformity with the terms of the agreement pursuant to which it is given, except 

those irregulariti es or errors manifestly apparent on the face of such document o r actually known 

to the Paying Agent. If, however, any remitta nce or communication received by the Pay ing 

Agent appears manifestly erroneous or irregular, the Paying Agent shall endeavor to make 

prompt inquiry to the Per son originating such remittance or communication in order to determine 

whether a clerical error or inadverte nt mistake has occurred. 

ARTICLE III 


ACCOUNTS 


Section 3. 1 Collection Acco unt. 

(a) On the date of this Agreement, the Company shall establish the 

"Collection Account" with the Paying Agent (the "Collection Account"). The Transferor shall 

cause all Asset Proceeds received during any particular Due Period during the Interim Serv icing 

Period (and remaining after reimbursement or pay ment of Interim Servicing Expenses and PreApproved Charges) to be remitted to the Collection Acco unt as set forth in the Contribution 

Agreement. For all Asset Proceeds with respect to any Group of Assets received after the 

Interim Servicing Period with respect to such Group of Assets, the Company s ha ll transfer, or 

cause the Servicer or Sub-Servicer to transfer, such Asset Proceeds within two Business Days of 

receipt of such funds to the Paying Age nt for deposit into the Collection Account. No funds 

from any other source (other th an Asset Proceeds, interest or earnings on the Asset Proceeds, 

funds transferred from the Working Capital Reserve Account pursuant to the LLC Operating 

Agreement and Section 3.6, funds advanced by the Manager as Excess Working Capital 

Advances pursuant to the LLC Operating Ag reement and Section 3.7, fu nds advanced by the 

Manager as Discretionary Funding Advances pursuant to the LLC Operating Agreement and 

Section 3.8 and funds deposited into the Collection Account purs uant to Section 8.1 hereof) shall 

be commingled in the Collection Account. 

(b) With o ut limitation of Sections 3.1(c) and 3.2(a) hereof, amounts on 

deposit in the Collection Account (including interest and earnings thereon) on any particular day 

shall be applied: (i) other than with respect to funds transfetTed to the Collection Account as 

described in clause (ii), (iii) or (iv), in the following order of priority: (w) first, to the repayment 

of any Discretionary F undi ng Advance that the Manager has made with respect to any Asset 

together with accrued and unpaid interest on such Discre tionary Funding Advances, but onl y to 

the extent of Asset Proceeds from the Asset with respect to which the Discretionary F unding 

Advance was made; (x) second, to the payment of the then-outstanding amount of Interim 

Servic ing Expenses, Servicin g Expenses and Pre-App roved Charges, either then due and payable 

or subject to reimbursement; (y) third, to fund any Required Funding Draws and (z) fo urth, to 

pay any Permitted Development Expenses; (ii) to the extent of any transfers of funds from the 

Working Capital Reserve Account to the Collection Account pursuant to Section 12.11 (c) of the 

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CRE/ADC Venture 2013-1 Structured Transaction 

Custod ial and Paying Agency Agreement 

Version 3. 1. 1 
LLC Operating A greement and Section 3.6(a), to pay Working Capital Expenses or Permitted 

D evelo pment Expe nses; (iii) to the extent of any deposits of Excess Working Capital Advances 

into the Collection Acco unt pursuant to Section 5.5 of the LLC Operating Ag reement a nd 

Section 3.7 for such purpose, to pay Working Capital Expe nses; and (iv) to the exte nt of any 

deposits of Discretionary Funding Advances into the Collection Account pursuant to Section 5.4 

of the LLC Operating Agreeme nt and Section 3.8, to p ay Permitted Development Expenses; 

provided , however, th at the proceeds of any Discretiona ry Funding Advances may be used to 

fund Permitted Devel opme nt Expenses only with respect to the Asset to which such 

Discretionary Funding Advances relate. 

(c) At any time during the Interim Servicing Period , each Existing Servicer is 

authorized to request the w ithdrawal of funds from the Collection Account to pay Interim 

Servic ing Expenses and Pre-App roved Charges. The Manager is autho rized to request the 

withdrawal of funds from th e Collection Account at a ny time as set fo rth in Section 3. ](b) . Ifthe 

Transferor, the Company, the Servicer or any Sub-Servicer at any time err-oneously deposits any 

amount into the Collectio n Account, th e Manager is authorized to request the withdrawal of such 

amount and instruct the Pay ing Agent to pay such amount to the Transferor, the Co mpany, the 

Servicer or any Sub-Servicer , as applicable. Any such request by the Manager shall be deli vered 

to the Paying Agent in accordance with Section 18.1 (and the Notice Schedule). 

(d) The Paying Agent shall invest the amounts o n deposit in the Coll ection 

Account in Permitted Investments in accordance with investment directions fro m the Co mpany, 

but w ith a maturity that allows for their allocation and tra nsfer to the Distribution Account in 

accord ance with Section 3.2. 

(e) Upo n instruction, the Paying Agent shall be authorized and directed to 

withdraw funds fro m the Collectio n Account only to repay Discretionary Funding Ad vances, to 

pay Interim Servicing Expe nses, Servicing Expenses and Pre-Approved Charges, to fund any 

R equired F unding Draws, and to pay Working Capital Expenses and Permitted Development 

E xpenses (in each case, as set forth above in thi s Section 3.1) and to transfer funds to the 

Di stribution Account pursuant to Section 3.2 and as otherwise set forth in thi s Agreement and 

not fo r any other purpose. 

Section 3 .2 Distribution Account. 

(a) On the date hereof , the Company sh all establish the "Distrib utio n Account" 

with the Paying Agent (the "Distribution Account"). The Paying Agent shall tra nsfer from the 

Collection Account to the Distribution Acco unt, for application purs uant to Section 5.1 , not later 

than 12:00 noon New York City time on the Business Day immediately preceding each 

Distribution Date (a nd not earlie r th an on such immedi ately preceding B usiness Day), the 

amount specified in the Di stribution D ate instructions delivered pursuant to Section 11.4 for such 

Distribution Date. 

(b ) No funds from any other source sh all be commingled in the D istribution 

Account (othe r than (i) interest o r earnin gs on the funds held in the Distribution Account and (ii) 

funding from the Collectio n Account as described in thi s Sectio n 3.2). A mounts on deposit in 

4 

C RE/ADC Venture 2013· 1 Structured Transaction 

Custod ial and Paying Agency Agreement 

Version 3. 1. 1 
(or that are required to have been deposited into) the Distribution Account (including interest and 

earnings thereon) shall be allocated and may be withdrawn and disbursed only in accordance 

with the provisions of Sectio n 5 .1. 

(c) The Paying Agent s hall be a uthorized and directed to withdraw fund s from 

the Distribution Acco unt only to make disbursements in accordance with this Agreement and not 

for any other purpose. 

Section 3 .3 [Intentionally Omitted.] 

Section 3.4 [Intentionally Omitted.] 

Section 3 .5 [Intenti o nally Omitted. ] 

Section 3.6 Working Capital Reserve Account. 

(a) On the date hereof, the Company shall establis h the " Working Capital 

Reserve Accoun t" with the Paying Agent (the "Working Capital Reserve Account") fo r the 

purpose of paying (and m aintai nin g a pplicable reserves for payment of) Working Capital 

Expenses and making payments for Permitted Development Expenses. To the extent there are 

insufficient funds in the Collec tion Account with which to pay the outstanding amount of the 

Working Capital Expenses then due and p ayable, the Company may instruct the Paying Agent to 

release some or all of the funds from the Working Capital Reserve Account (in an amount th at 

the Manager determines in the exercise of its reasonable discretion) and allocate and distribute 

suc h released funds to the Collection Account, from which the funds will be available to p ay 

such Working Capital Expenses. (In dete rmining whether there are "insufficient fund s in the 

Collec tion Account" for purposes of the preceding sentence, the Company reasonably may take 

into account, during the portion of any calendar month preceding the Distribution D ate to occur 

during such month, the transfer from th e Collection Account to the Di stribution Account to occur 

on suc h Distribution Date). In addition, if the Company elects to undertake any Pe rmitted 

Development, th e Company may instruct the Paying Age nt to release some or all of the funds in 

excess of the Working Capital Reserve Floor in the Working Capital Reserve Account in an 

amount th at the Manager determines in the exercise of its reasonable discretion and allocate a nd 

distribute such released funds to the Collection Account, from which such funds will be available 

to pay the related Permitted Development Expenses (it being understood that in no event shall 

the Company direct the Paying Agent to release funds for any such Permitted Development 

Expenses to the exte nt that, fo llowi ng such re lease, the remaining funds in the Working Capital 

Reserve Account would be in a n amount less than the Working Capital Reserve F loor). In 

additi on to the foregoing, each Existing Servicer is authorized during the Inter im Servicing 

Period to request releases from the Working Capital Reserve Account as set forth in Section 

3.3(b) of the Contribution Ag reement. 

(b) The Working Capital Reserve Account shall be funded initiall y in 

accordance with Section 12. 11 of the LLC Operating Agreement and thereafter r-eplenished 

through deposits made into the Working Capital Reserve Account in accord ance with Section 

5.1 (b)(v) of this Agreement and the the n appli cable Working Capital Reserve Target. 

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CRE/ADC Venture 2013·1 Structured Transaction 

Custod ial and Paying Agency Agreement 

Version 3. 1. 1 
(c) The Working C apital Reserve Tar get (as the same may be determined and 

adjusted pursuant to Section 12. 11 of the LLC Operating Agreement) shall be specified in each 

M onthly Report and, as to each Distributio n Date, included in the Cash Flow and D istribution 

Report for such Distribution Date. 

(d) During the Due Period in respect of which the Final Distribution will 

occur, the Pay ing Agent sh all , pursuant to applicable instructi ons provided by the Ma nager 

pursuant to Section 9.2 of the LLC Operating Agreement, tra nsfer all remaining funds held in the 

Working Capital Reserve Account to the Collection Account. 

(e) In addition, if the Company (or the Manager on behalf of the Company) 

determines in the exercise of its reasonable discretion that the funds held in the Working Capital 

Reserve Account in excess of the Working Capital Reserve Fl oor no longer are necessary to 

satisfy the purposes for which the Working Capital Reserve has been established, the Compa ny 

(or the Manager on behalf of the Company) may instruct the Paying Agent to release such excess 

funds from the Working Capital Reserve Account, and thereafter the P aying Agent shall allocate 

and di stri.bute such excess funds to the Collectio n Account. 

(f) The Pay ing Agent shall invest th e amounts on deposit in th e Working 

Capital Reserve Account in Pe rmitted Investments in accordance with investment directions 

from the Company but with maturities that all ow for their transfer in accordance with this 

Section 3.6. No funds from any other source (other tha n i nterest or earnings on the funds held in 

the Working Capital Reserve Account and funding fro m the Membe rs as described in th is 

Section 3.6) shall be comming led in the Working Capital Reserve Account. 

(g) The Paying Agent is authorized and directed to withdraw funds from the 

Working Capital Reserve Account only to make di s bursem ents in accordance with this 

Agreement and not for any o ther purpose. 

Section 3 .7 Excess Working Capital Advances. The Manager is (under certain 

circumstances) required to, and (under certain other circ umstances) may in its discretion , from 

time to time make Excess Workin g Capital Advances to the Paying Agent fro m its own funds 

pu rsuant to Sections 5.5 and 12.6 of the LLC Operating Agreement. The Company (o r the 

Manager on behalf of the Company) shall direct the Paying Agent to deposit any Excess 

Working Capital Advances if made to pay Working Capital Expenses, into the Collection 

Account (from whi ch th e funds wi ll be available to p ay Workin g Capital Expenses). 

Section 3 .8 Discretionary F unding Advances. Purs uant to Section 5.4 of the LLC 

Ope rating Agreeme nt, the M anager may make, at its di scretion, Discretionary Funding Advances 

from its own funds to fund Permitted Development Expe nses on an Asset-by-Asset basis to the 

extent that funds are not available in the Collectio n Account for such p urpose and the b alance on 

deposit in the Working Capital Reserve Acco unt has been red uced to (or below) the Working 

Capital Reserve Floor. Each Discretionary Funding Advance is to be designated as applicable 

only to the Asset to which such Discretionary Funding Advance relates. All D iscretionary 

Funding Advances are to be deposited into the Collection Account, from wh ich the funds will be 

available to be disbursed to the Borrower (with respect to the Collateral) or used by the Company 

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CRE/ADC Venture 20 13·1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3. 1. 1 
(w ith respect to the Acquired REO Property), as applicable, to pay the applicable Permi tted 

Development Expenses relating to the specified Asset. 

Section 3.9 Private Owner Pledged Accou nt. 

(a) On the date hereof, the Private Owner shall establish the "Private Owne r 

Pledged Account" with the Paying Agent (the "Private Owner Pledged Account") for the 

exclusive purpose of holding Qualifying Cash Collateral, whether such Qualifying Cash 

Collateral is delivered on the date hereof or subsequent to the date hereof in full and complete 

substitution for a Qualifying Letter of Cred it pursuant to the LLC Operating Agree ment or upon 

th e liquidation or drawing down of a Qualifyi ng Letter of Credit p urs uant to the LLC Operating 

Agreement. The Private Owner Pledged Acco unt (and all funds and Permitted Investments 

there in or allocated thereto) shall be held by the Paying Agent in a segregated accou nt subj ect to 

the security interest granted for the be nefit of the Initial Member pursuant to the LLC Operating 

Agreement, this Agreement and the Private Owner Pledged Account Control Agreement in 

substantially the form attached hereto as Exhibit Q. In no event shall the Private Owner have 

any right or authority to withdraw any fu nds from the Private Owner Pledged Account except as 

express ly provided in Secti o n 3.9(b) below. The Paying Agent shall invest the amounts on 

deposit in the Private Owner Pledged Account in Permitted Investments in accordance with 

investment directions from the Private Owner but with maturities that allow for their transfer in 

accordance with this Section 3.9. 

(b) From time to time, at the request of the Private Owner, the Paying Agent 

may re lease funds from the Private Owner Pledged Account to the Pri vate Owner only to the 

extent that, after such release, the remaining balance of the Qualifying Cash Collateral on deposit 

in the Private Owner Pledged Account is not less than the Private Owner Pledged Amount. Any 

such release shall be pursuant to applicable instructions and documentation satisfactory to, a nd 

execu ted by (or with the written consent ot), both of the Initial Member and the Pri vate Owner 

(and pre pared at the sole cost and expense ofthe Private Owner). 

(c) At the time of the Final Distribution, the Pay ing Agent shall distribute to 

the Private Owner all funds re maining in the Private Owner P ledged Account after effecting any 

other distribution fro m the Private Owner Pledged Account in volved in such Final Distribution. 

Section 3. 10 Certain General Provisions Regarding the Accounts. 

(a) Anything in thi s Artic le III above to th e contrary notwithstand ing , funds 

in the Collection Account and the Working Capital Reserve Account may be used, and Excess 

Working Capital Advances or Discretionary Funding Advances may be made (and the proceeds 

thereof used), to fund amounts other than those set forth in the relevant provisions of t his Article 

lii above, to the extent (and only to the extent) of express joint written directions to s uch effect 

from the Company and the Initial M ember, pursuant to the las t three sentences of Section 12.14 

of the LLC Operating Agreement. Each Company Account (and all funds and Permitted 

Investments therein or allocated thereto) shall be held by the Paying Agent in a segregated trust 

or custodial account established and maintained (under th is Agreeme nt) at a branch of the Paying 

Agent for the benefit of the Company. The Pri vate Owne r Pledged Account (x) subj ect to clause 

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CRE/ADC Venture 2013·1 Structured Transaction 

Custod ial and Paying Agency Agreement 

Version 3. 1.1 
{y}, shall be held by the Pay ing Agent in a segregated trust or custodial account established and 

maintained (under this Agreement) at a branch of the Paying Agent for the benefit of the Private 

Owner, and (y) is subj ec t to a first priority secmity interest in favor of the Initial M embe r un der 

the LLC Ope rating Agreeme nt a nd/or the Private Owne r Pledged Account Control Agreem ent 

(and, without limitation of the foregoing, is held as security for the Private Owner Obligations as 

set forth in the LLC Operating Agreement and/or the Private Owner Pledged Account Control 

Agreement) and to the rights a nd remedies of the Initial Me mber thereunder. 

ARTICLE IV 


ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS 


Section 4.1 Investment of F unds in Accounts. 

(a) The Company or the Private Owner, as applicable, may, at any time or 

from time to time, direct the Paying Age nt to, and, upon receipt of such investment directio n, the 

Paying Agent shall, invest amounts received and retained in th e Collection Account, the 

Working Capital Reserve Account, or the Private Owner Pledged Account, as applicable, as so 

directed in Permitted Investme nts. If the Company or the Private Owner, as applicable, shall not 

have given a ny such investment direc tions, the Payi ng Agent sha ll seek investment directions 

from such Person. If the Company or the Pri vate Owner, as applicable, does not provide the 

Payi ng Agent with investme nt directions pursuant to Sections 3. 1, 3.6, 3.9 or ti, the balance 

standing to the credit of the Collection Account, th e Working Capital Reserve Account , the 

Distribution Account or the Private Owner Pledged Account, as applicable, w ill remain 

uninvested with no liability for interest thereon. It is agreed and understood that the Pay ing 

Agent may earn fees associated with Permitted Investments. 

(b) Whenever the Paying Agent is directed or authori zed in accordance with 

the terms hereof to make a transfer of funds amo ng the Accounts, afte r applicatio n of all other 

available funds, the Paying Agent shall allocate to the Acco unt to which such funds are to be 

transfen ed a portion of any Permitted Investme nt that would otherwise have to be liquidated to 

accompli sh such transfer in an a mount corresponding to the amount to be so tra nsferred. 

Whenever the Paying Agent is directed or a uthorized in accordance with the terms hereof to 

make a trans fer o f fund s fro m the Accounts (unless such trans fer is between the Accounts), if, 

after application of all other available funds, liquidation of a PelTI1itted Investment is necessary 

to make any such transfe r, the Paying Agent is authorized to liquidate such Permitted In vestment. 

If any Permitted Investment so liquidated is the n allocated to more th an o ne Account, and it is 

not possible to liquidate only the portion of such Permitted Investme nt all ocated to the Account 

from which such transfer is to be made, then the entire Permitted Investment shall be liquidated, 

and the proceeds of s uch liquidation s hall be allocated to the Accounts invo lved in the same 

proportion as the allocation of s uch Permitted Inves tme nt, except that the net costs and expenses, 

if any, of such liquidation (including any loss of principal) shall be allocated entirely to the 

Account from which the transfer of funds was required to be made. The Paying Agent shall 

liquidate all those Permitted Investments that can be liquidated without interest cost or pe nalty 

before it shall liquidate any Permitted Investm ent, the liquidation of which would involve an 

interest cost or pe nalty. The Paying Agent shall have no liability with respect to any interest cost 

or penalty on the liquidation of any Permitted Investment pursuant to this Section 4. 1. 

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Custodial and Paying Agency Agreement 

Version 3. 1. 1 
(c) The Paying A gent shall have no liability with respect to Permitted 

Investments (or any losses resulting therefrom) made at the direction of the Company or the 

Private Owner, as applicable, pursuant to this Agreement. 

(d) All references in this Agreement to the Accounts and to cash, moneys or 

funds therein or balances thereof shaH include the in vestments in which such m oneys are 

invested. 

(e) The Paying Agent may execute any investment directions provided to it in 

respect of the Permitted Investments through its Affili ates, and ne ither the Paying Agent no r its 

Affiliates shall have a duty to monitor the investment rating of any such Permitted Investments. 

The Paying Agent wi11 have no obligation to invest or reinvest any funds if aU or a portion of 

such fund s are deposited with the Paying Agent after 11.:00 a .m. New York City time on the day 

of deposit. Directions to invest or reinvest that a re received after 11:00 a. m. New York C ity time 

will be treated as if received on the foHowing Business Day in New York. Subject to Section 

4. l(b) above, the Paying Agent will have the power to sell or liquidate Permitted Investments 

whe ne ver the P ay ing Agent will be requ ired to make a tra nsfer pursuant to the terms hereof. The 

Paying Agent will have no responsibility for any investme nt losses resulting from the investment, 

reinvestment or liquidation of any funds in accordance with the terms of this Agreement. 

Section 4.2 Interest. Any interest or other earnings accrued on any bala nces in any 

Account or on any investmen t th ereof, shaH be credited to an d accumulated in such Account a nd 

thereafter be applied without differenti ation from other fund s in such Account. Any losses 

incurred from the investment of the balances in any Accou nt or the liquidation of any such 

investment shaH be charged to such Acco unt. Promptly after the end of each Due Period , the 

Paying Agent shall determine and report to the Manager the net interest or other earnin gs 

credited , or the net loss charged, to the Collection Account (in respect of investments of the 

funds therein) during such Due Period. 

Section 4.3 Inadequately Identified Amounts.. If the Paying Agent receives any 

amount that is inadequately or incorrectly ide ntifi ed and the Paying Agent is unable to determine 

the Account into which such amount is to be credited, the Paying Agent shaH notify the 

Company, the Initial Member and the Private Owner and shall request instructions as to the 

Account into which such amount should be credited. The Paying Agent shall credit su ch amount 

to the Collection Account until such time as it receives instructions from the Company (w ith the 

written co nse nt of the Initia l Member) stating th at such amount should be credited to another 

Account in accordance with this Agreement, in which case it shall credit such amount, if still 

available, to the Account designated by the Company (with the written consent of the Initial 

Member). 

Section 4.4 Payment Procedures. A ll amounts that from time to time are distributable 

by the Paying Agent from the Distribution Account in accordance herewith shall be paid by the 

Paying Agent from amounts on deposit in such account on the related Disu·ibution Date, in 

immediately available funds (but not before such amou nts become immediately avai lable to it). 

All payme nts made by the Paying Agent shall be made to such account(s) as shall be d esignated 

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CRE/ADC Venture 201 3- 1 Structured Transaction 

C ustod ial and Paying Agenc y Agreement 

Version 3. 1. 1 
in writing by the Company in accordance with the Cash Flow and Distribution Report and thi s 

Agreement. 

ARTICLEV 


DISTRIBUTIONS 


Section 5.1 Priority of Payments. 

(a) On each Distribution Date (by not later than 11:00 a .m. New York City 

time), the Paying Agent shaH di sburse amounts transferred to the Distribution Account from the 

Collection Account pursuant to Section 3.2 in accordance with the priorities set forth in Section 

hlfhl below (the "Priority of Payments") and pursuant to the Distribution Date instructions 

contained in the Cash Flow and Distribution Reports delivered pursuant to Section 11.3. 

Notwithstanding any provisions in this A greement to the contrary, however, the Paying Agent 

shall take di sbursement instructions from the Initial Me mber with respect to the di stributions 

payable to the Private Owner or the Manager, as applicable, pursuant to s uch Priority of 

Payments (including any of clauses (iii), (iv) or (ix) of Section 5.l(b) below) upon the delivery of 

written notice in substantially the form of Exhibit R hereto (a "PO/Manager Distribution 

Instruction") (i) from the Initial Member to the Paying Agent providing that such distributi ons 

should instead be paid to (or at the direction of) the Initial Member (as further indicated in such 

PO/Manager Distribution Instruction) pursuant to the tetms of (and exercise by the Initial 

M e mber of remedies under) the LLC Operating Agreeme nt (in connection with an Event of 

Default th ereunder or applicable breach thereof as set forth therein), or (ii) from the Initial 

Member to the Paying Agent providing that s uch di stributions should be suspended o r withheld 

pursuant to the terms of (or exercise of remedies under) the LLC Operating Agreement or the 

Insurance Sc hedul e (it being understood that this sentence above shall not appl y absent delivery 

of such PO/Manager Di stribution Instruction). The instructions pursuant to any such 

PO/Manager Distribution Instruction shall remain in effect (subject to any express provisions 

thereof or further PO/Manager Distribution Instruction s uperseding the same) unless and until 

the Initial Member shall have delivered a notice to the Paying Agent, substanti ally in the form of 

Exhibit S hereto (a "PO/Manager Distribution Reinstatement Notice") with applicable 

instructions permitting reinstatement of s uch distributions to the Private Owner and the M anager, 

as applicable, in which case the Paying Agent shall so reinstate such distributions to the Private 

Owner and the Manager, as a pplicabl e (including as to any previously suspended or withheld 

distributions not otherwise having been remitted pursuant to applicable instructions from the 

Initial Member), to the extent provided in s uch PO/Manager Distribution Reinstatement Notice 

(and the Initial M ember agrees, following the cure (to its sati sfaction) of all applicabl e Events of 

Default under the LLC Operating Agreeme nt (or other circumstances) having resulted jn delivery 

of the applicable PO/Manager Distribution Instruction and satisfaction of any other express 

conditions with respect the reto (and so long as no other Event of Default under the LLC 

Operating Agreement shall have occurred and be continuing), to so issue to the Paying Agent an 

applicable PO/Manager Dis tribution Reinstatement Notice so permitting s uch reinstatement). 

For avoidance of doubt, in no event shall delivery o f any s uch PO/Manager Distributi on 

Instructi on affect any applic able distributions to the Initia l Member , and the Paying Agent shall 

continue to make applicable distributions to the Initial Member of its allocable portion of 

Distributable Cash on eac h Distributi on Date in accord ance with the applicable provisions in 

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CRE/ADC Venture 20 13- 1 Structured T ransaction 

C ustod ial and Paying Agenc y Agreement 

Version 3. 1.1 
Section 5. l(b) and the applicable Cash Flow and Distribution Reports. The Initia l Me mber shall 

deliver a copy of any such PO/Manager Distribution Instruction or PO/Manager Distribution 

Reinstatement Notice to each of the Company, the Manager and the Private Owner concurrently 

w ith or fo ll owin g deli ve ry of such PO!Manager Distribution In struction to the Payi ng Agent; a nd 

the Company (or, if applicable pursuant to Section 11.3, the Initial Member) shall cause the same 

to be duly reflected in each applicable Cash Flow and Distribution Report (commencing with the 

Di stribution Date foll owing deli very of such PO/Manager Distribution Instruction or 

PO/Manager Distribution Re instatement Notice, as the case may be), it being unde rstood that the 

Paying Agent shall comply with any applicable PO/Manager Distribution Instru ction or 

PO/Manager Distribution Reinstatement Notice delivered to the Paying Agent notwithstanding 

the failure of the Company to cause the same to be reflected in any such Cash Flow and 

Distribution Report. For purposes of any determinations with respect to amounts paya ble to the 

Private Owner or the Manager under the Transaction Documents (including any accru al of 

interest or calculati ons with respect to any Incenti ve Threshold Event), (A) a mounts (otherwise 

payable to the Private Owner or the Manager) suspended, withheld or distributed pursuant to any 

PO/Manager Distribution Ins truction shall be deemed to have been paid to the Private Owner or 

the Manager, as applicable, on such date the same wou ld have been paid but for application of 

such PO/Manager Distribution Instruction, and (B) any amounts paid to the Private Owner or the 

Manager on account of any suspended or withheld distri butions (but not future distributions) in 

con nectio n with any PO/Ma nager Di stribu tio n Reinstate ment Notice shall be di sregarded . A ny 

amounts (otherwi se payable to the Private Owner, including as Manager) he ld by the Paying 

Agent pursuant to any PO/Manager Distribution Instruction shall remain as part of the Secured 

Assets, and, for purposes of the security interest granted by the Private Owner in such Secured 

Assets, the Pay ing Agent shall hold (and he reby agrees to so hold) such amounts for the benef it 

of, and as collateral agent for, the Initial Member (and the other Indemnified Parties), at all times 

subject to any instructions from the Initial Member (as may be included in a separate 

PO/Manager Distribution In s truction) with respect to furth er di spositi on the reof. 

(b) On each Distribution Date, all f unds in the Distributi on Account as 

described in Section 11.3 will be distributed in the foll owi ng order of priority ( using (for 

purposes of clause (v) below) the Working Capital Reserve Target specified for such 

Distri buti on Date in the Cash F low and Distri buti on Report for such Distributi on Date but 

otherwise as determined as of the close of business on the Determination Date with respect to 

such Distribution Date). 

(i) first, to pay the fees and expenses of the Custodian and Paying 

Agent, including any inde mnification p ay ments owing to the Custodian and Pay ing Agent 

pursuant to Section 13.1 , in accordance with the terms of this Agreement; 

(ii) seco nd, to pay the Verification Contractor Amounts payable to the 

Verification Contractor; 

(iii) thi rd , (A) for each Due Period during the Inte rim Serv ic ing Period, 

to pay to (1) the Transfe ror the Interim Servicing Fee with respect to such Due Period, together 

with any unpaid portion of the Interim Ser vicing Fee with res pect to any prior Due Period, and 

(2) the Manager the Interim Management Fee with respect to such Due Period, together with any 

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CRE/ADC Venture 20 13- 1 Structured T ransaction 

Custodial and Paying Agenc y Agreement 

Version 3. 1. 1 
unpaid portion of the Interim Management Fee for any prior Due Period, and (B) for each Due 

Period following the Interim Servicing Period, to pay to the Manager an amount equal to the 

Management Fee with respect to such Due Period, together with any unpaid portio n of the 

Management Fee for any p rio r Due Period; 

(iv) fourth , to repay any Excess Working Capital Advances made by 

the Manager pursuant to Section 5.5 of the LLC Operating Agreement and Section 3.7; 

(v) fifth, prior to the Final Distribution, to replenish the Working 

Capital Reserve (by means of a deposit into the Working Capital Reserve Account) until the 

amount of funds held in the Working Capital Reserve Account is equal to the Working Capital 

Reserve Target; 

(vi) six th , [i nte ntionally omitted]; 

(vii) seventh, [intentionally om itted] ; 

(viii) eighth, [intentionally omitted]; and 

(ix) finally, all remaining amounts shall be distributed to the Initial 

Member and the Private Owner (as distribution s with respect to their respective LLC Interests) in 

accordance with Section 6.6 of the LLC Operati ng Agreement. 

Section 5.2 Notices of Payment Failure. 

(a) The Paying Agent shall deliver prompt written notice to the Company in 

the event that it fails to receive in full on the related Distributio n Date (based on the Cash Flow 

and Distribution Report), th e amou nt required to be paid by the Company on any Distribution 

Date, which notice s hall include a statement that the required payment was not made by the 

Company in full and shall set forth the amount of such required payment and in the case of 

receipt of a partial payment, the amount of such partial payment. 

(b) If the Payi ng Agent has actual knowledge of any actual payment failure in 

advance of the re lated Distribution Date, it will deliver written notice thereof to the Company as 

soon as is practicable in accordance with Section 5.2(a). 

ARTICLE VI 


CUSTODIAL DOCUMENTS 


Section 6. 1 Delivery of Custodial Documents. 

(a) Delivery. Pursuant to Section 3.1 of the Contribution Agreement, the 

Transferor (i) is required to deliver or cause to be delivered, at the expense of the Company 

(which expense shall constitute a Pre-Approved Charge), to the extent they are in the possession 

of the Transferor or any of its employees or contractors (and have actually been located and 

separately collected as of the Closing Date for delivery under the Contribution Agreement), the 

Notes and other Custodi al Documents (other than the Transfer Documents) to the Custodian as 

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C RE/ADC Venture 20 13- 1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3. 1.1 
Avenue S.E. Min · MN 

ver a to 

soon as is practicable after the date hereof, and (ii) may deliver all or some portion of the 

Transfer Documents to the Custodian on or about the date hereof (or within a reasonable period 

of time after the Closing Date as specified by the Transferor by written notice to the Company 

delivered on the Closing Date). As soon as p racticable after the date hereof (and in any event in 

accordance with Sections 3.1 and 3.2 of the Contribution Agreement), the Company shall deliver 

or cause to be delivered to the Custodian (x) to the extent that the Transferor does not deliver all 

the Transfer Documents to the Custod ian on or about the Closing Date (or within a reasonable 

period of time after the Closing Date as specified by the Transferor by written notice to the 

Company delivered on the Closing Date), the Transfer Documents and (y) to the extent that the 

Transferor does not deliver or cause to be delivered the same on or about the Closing Date, and 

to the extent that they can reasonably be obtained (and in any event subject to the last sentence of 

Section 6.1(e)), the Custodial Documents (other than the Transfer Documents) in existence as of 

the C losing Date . Documents to be delivered to the Custodian pursuant to this Section 6.1(a) 

shall so be delivered at the office of the Custodian at Wells Fargo Document Custody, 1055 lOth 

55414, Attention: Kathleen A. Marshall, E-mail: 

(the "Office") . Without limitatio n of the foregoing, the 

Custodian when it considers itself to have complied with 

the obligation set forth in the second sentence of this Section 6. 1 (a). 

(b) Collateral Certificate; Exceptions. The Custodian shall make available 

during normal business hours, and at such other hours as may be reasonabl e in the circumstances, 

(i) to representatives of the Transferor (and, if the Transferor so detennines, the Company) an 

office space at the Office that is sufficient to accommodate up to six people to review the 

Custodial Documents to be delivered , or deli vered, by the Transferor pursuant to Section 6.l(a) 

with representatives of the C us todian for a period (of not more than ten days) specified by the 

Transferor upon reasonable prior notice to the Custodian, and (ii) to representatives of the 

Company (and, if th e Company so determines, of the Transferor) an office space at the Office 

that is sufficient to accommodate up to six people to review the Custodial Documents to be 

delivered, or delivered , by the Company pursuant to Section 6. l (a) with representatives of the 

Custodian for a period (of not more than ten days) specified by the Company upon reasonable 

prior notice to the Custodian. Within forty-five days after notice from the Transferor that it has 

de livered to the Custodian all of the Custodial Documents that it intends to deliver to the 

Custodian pursuant to Section 3.1 of the Contribution Agreement, the Custodian shall execute 

and deliver to the Company a certificate, substantia lly in the form attached hereto as Exhibit E 

(including an Asset Schedule and Exception List) ("CoJiateral Certificate"). Further, within 

forty -five days after the Custodian's receipt of the notice from the Company describedl in the last 

sentence of Section 6.1(a) hereof (or, if earlier, within forty-five days after the first anniversary 

of the date hereof), the Custodian shall execute and deliver to the Company a new Collateral 

Certificate (including a new Asset Schedule and Exception List). In reviewing the documents 

provided with respect to an Asset, the Custodian shall examine the same and determi ne, with 

respect to each such document, whether (A) it meets th e Review Criteria and (B) it (i) appears 

regular on its face (i.e ., is not mutilated, damaged , torn, defaced or otherwise physicaHy altered), 

(ii) relates to the Asset to which it purports to relate, (iii) has been executed by the named parties 

thereon , (iv) where applicable, purports to be reco rded, a nd (v) appears to be what it p urports to 

be. Each Collateral Certificate delivered pursuant to this Agreement shall certify to all of the 

Custodial Documents received up to and including the date of such Collateral Certificate. 

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C ustod ial and Paying Agency Agreement 

Version 3. 1.1 
(c) Custodial Documents. For each Asset, to the extent applicable, the 

"Custodial Documents" shall include (and the term "Custodial Documents" shall mean) the 

following: 

(i) either (x) the original Note bearing all intervening endorsements 

(including through allonges attached thereto) and endorsed (including through an allonge 

attached thereto) "PAY TO THE ORDER OF CRE/ADC VENTURE 20 13-l, LLC, WITHOUT 

RECOURSE AND WITHOUT REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED 

OR BY OPERATION OF LAW, OF ANY KIND OR NATURE WHATSOEVER" a nd signed 

in the name of the Federal Deposit Ins urance Corporation as the receiver for the applicable 

Failed Bank, or (y) in the event that the original Note is not available, a full y executed 

Assignment and Lost Instrume nt Affidavit (in the form of Attachment F to the Contribution 

Agreement); 

(ii) the original, or a copy, of the Mortgage with evidence of recording 

thereon, or a certified copy thereof from the applicable Recording Office, or a copy thereof 

together with an officer's certificate of the related Borrower, title company, escrow agent or 

closing attorney certifying that such represents a true and correct copy of the original and that 

such original has been submitted for recordation in the applicable Recording Office; 

(iii) the originals or copies of all assumption, Modification, 

consolidation or extension agreements (if any) with evid ence of recording thereon, or certified 

copies thereof fro m the applicable Recording Office, or copies thereof togethe r with a 

certification by or other similar evidence from the applicable Recording Office or an officer' s 

certificate of the related Bon ower, title company, escrow agent or closing attorney certifying that 

such represents a true and correct copy of the original and that such original has been submjtted 

for recordation in the applicable Recording Office; 

(iv) the Acquired Property Files; 

(v) except in the case of any MERS Designated Loan, the Mortgage 

Assig nment to the Company (in the form specified in the Contribution Agreement) sig ned in the 

name of the Federal Deposit Insurance Corporation as receiver for the applicable Failed Bank, 

with evidence of recording thereon, or certified copies thereof from the applicable Recording 

Office, or copies thereof together with an officer's certifi·cate of the title company certifying that 

such represents a true and correct copy of the original and that such original has been submitted 

for recordation in the applicable Recording Office; 

(vi) except in the case of any MERS Designated Loan, the originals of 

all intervening Mortgage Assignments (if any) with evidence of recording thereon, or certified 

copies thereof from the applicable Recording Office, or copies thereof together with an offi cer's 

certificate of the title company certify ing that such represents a true and correct copy of the 

original of each such intervening Mortgage Assignment and that such original has been 

submitted for recordation in the applicable Recording Office ; 

(vii) [intentionally omitted]; 

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Custodial and Paying Agency Agreement 

Version 3. 1.1 
(viii) the original or a copy of the attorney's opinion of title and abstract 

of title or the original mortgage title insurance policy or, if the original mortgage title insurance 

policy has not been issued, the irrevocable commitmen t to issue the same or a true and correct 

copy of the titl e policy from the issuing titl e company; 

(ix) the originals of all Collateral Doc uments executed in connection 

with the Asset; 

(x) Uniform Commercial Code financing statements with recording 

informatio n thereon fro m the Recording Offices if necessary to perfect the security inte rest of the 

Asset under the Uniform Commercial Code; 

(xi) [intenti onally omitted] ; 

(xii) any bailee letters regarding any Notes or other Custodial 

Documents held by the bailee; 

(xiii) solely with respect to each MERS Designated Loan, a MERS 

Report; 

(xiv) with respect to any Acquired REO Property the original or a copy 

of th e attorney's opinion of titl e and abstract of title and/or the original owner's title insurance 

policy or, if the original owner's title insurance policy has not been issued, the irrevocable 

commitment to issue the same or a true and correct copy of the title policy from the issuing title 

company; 

(xv) the originals of all leases related to any Asset; 

(xvi) with respect to any Loan, the Omnibus Loan Assignment to the 

Company (in the forn1 specified in the Contribution Agreement) signed in the name of the 

Federal Deposit Insurance Corporation as receiver for the applicable Failed Bank; and 

(xvii) (x) the original or (if such o rigi nal copy is retained by the relevant 

recording or filing office) a copy of each other Transfer Doc ument (with ev idence of recording 

or filing thereon), not described in any of the foregoing clauses (i) through (xvi), executed in 

connectio n with the Asset, if any, togeth er (in the case of a copy) with a certificate of the related 

Servicer (or Sub-Servicer) or the foreclos ure attorney certifying that s uch document of 

assignment, conveyance of transfer is a true, correct and complete copy of the orig inal document 

(and that such original has been retained by the relevant recording or filing office), and (y) such 

other documents for each Asset as determined by the Company. 

(d) Supplemental Deliveries. The Company shall deliver or cause to be 

delivered to the Custodian any and all Custodial Documents (in addition to those delivered 

pursuant to Section 6.l(a)) within ten days following the execution and delivery, receipt or other 

generation by or on behalf of the Company or any Ownership Entity of any such Custod ial 

Document at any time after the Closing Date or (with respect to any Custodial Document that 

was not initially provided pursuant to Section 6.l(a) because it had not then been located or 

15 

CRE/ADC Venture 20 13·1 Structured T ransaction 

Custodial and Paying Agency Agreement 

Version 3. 1.1 
otherwise was not available) such Custodial Document otherwise first having been located or 

becoming available. All such deliveries of Custodial Documents pursuant to this Section 6.l(d) 

shall be accompanied by a certificate in the form ofExhibit G hereto (a "Supplemental Delivery 

Certificate"), prepared by an Authorized Representative of the Company, itemi zing the 

Custodial Documents being delivered to the Custodian in such delivery and identifying the Asset 

with respect to which each such Custodial Document relates. After the receipt thereof , the 

Custodian shall (A) examine the additi onal Custodial Documents and determi ne, with respect to 

eac h such document, whethe r (I) it meets the Review Criteria and (II) it (i) appears regular on its 

face (i. e., is not mutilated, damaged, torn, defaced or otherwise physically altered), (ii ) relates to 

such Asset, (iii) has been executed by the named parties thereon, (iv) where applicable, purports 

to be recorded, and (v) appears to be what it purports to be, and (B) ensure that all such Custodial 

Documents with res pect to an Asset are placed in the fil e for the related Asset. In the event the 

Custodian determines that the S upple mental Delivery Certificate is inaccurate, the Custodian 

shall so notify the Company in writing no later than the first Business Day followin g its receipt 

of the Supplemental Delivery Certificate. Within seven Busi ness Days after the receipt of the 

additional Custodial Documents by the Custodi an, the Custodian shall provide the Company 

with a new Collateral Certificate (including a new Asset Schedule and Exception List), provided 

that, if the Custodian has not yet delivered the first Collateral Certificate pursuant to Section 

6.1(b), the Custodian instead will reflect such C ustodial Document in such initial Collateral 

Certificate when deli vered. 

(e) Asset Schedules; Exception Lists; Review Criteria. Each Asset Schedule 

and Exception List shall lis t all Exceptions using such codes as shall be in form and substance 

agreed to by the Custodi an and the Company. Each Asset Schedule and Exception List delivered 

by the Custodian to the Company shall supersede and cancel the Asset Schedul e and Exception 

List previously delivered by the Custodian to the Company hereunder, and shall replace the then 

existing Asset Schedule and Exception List to be attached to the Collateral Certificate. 

Notwithstanding anything to the contrary set fo rth herein , in the event that the Asset Schedule 

and Exception List attached to the Collateral Certificate is different from the Asset Sch ed ule and 

Exception List most recently delivered to the Company, then the most recently deliv·ered Asset 

Schedule and Exception List shall control and be binding upon the parties hereto. The delivery 

of each Asset Schedule and Exceptio n List to the Company shall constitute the C ustodian's 

representation (to the Company) that, other than the Exceptions listed as part of the last delivered 

Asset Schedule and Exception List: (i) all documents required to be delivered in res pect of an 

Asset pursuant to Section 6.1(c) of this Agreement have been delivered and are in the possession 

of the Custodian as part of the Custod ial Doc uments, (ii) all such documents have been reviewed 

and examined by the Custodi an in accordance with the review procedures specif ied in this 

Agreement and (x) meet the Review Criteria and (y) appear on their face to be regular and to 

relate to such Asset and to satisfy (except in the case of a MERS Designated Loan) the 

requirements set fo rth in Section 6 .1 (c) of thi s Agreement, (iii) each Asset (except in the case of 

a MERS Des ignated Loan) identified on such Asset Sched ule and Exception List is being held 

by the Custodian as the bailee for the Company and (iv) each MERS Designated Loan is being 

held by MERS® as the nominee for the Company. In connection with an Asset Sch edule and 

Exception List delivered hereunde r by the Custodian, th e Custod ian shall make no 

representations as to and sha ll not be responsible for verifying, except as set forth in Sections 

hl.(hl and 6.1 (d) of this Agreement, (A) the validity, legality, enforceability, due authorization, 

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recordability, sufficiency or genuineness of any of the Custodial Documents or (B) the 

collectability, insurability, effectiveness or suitability of any such Asset. To the extent that any 

of the documents or materials required to be provided by the Company to the Custodian pursuant 

to Sections 6.1 (c)(ii), @ , (yj}, (viii) and .G..hl are not available as originals or as certif ied copies 

and the absence of such item would not, in the reasonable judgment of the Company, affect the 

value of the Asset or the ability to enforce the rights of the mortgagee (and the Manager is not 

otherwise required to do so in order to comply with the Servicing Obligatio ns), the Company 

shall not be required to expend more than nominal fund s to provide such original or certified 

copies unless or until they are necessary for the enforcement of such rights. 

Section 6.2 Examination of Custodian Files; Copies. 

(a) Upon reasonable prior written noti ce to the Custodian, the Company, and 

its agents, accountants, attorneys and auditors, and any other Persons designated by the Company 

in writing as authorized to access and review the Custodial Documents, shall be permitted during 

normal business hours to examine the Custodial Documents. 

(b) Upon the request, and at the cost and expense, of the Company, the 

Custodian shall provide cop ies of any requested Custodial Documents; prov ided, however, the 

Company shall reimburse the Custodian for the actual, reasonable and customary costs incurred 

in providing copies of such Custodial Documents. 

Section 6.3 Shipment of Custodial Documents. Prior to any shipment of any 

Custodial Documents pursuant to this Agreeme nt, the Company shall deliver to the Custodian 

written instructions as to the method of shipment and the shipper that the Custodian is to utilize 

in connection with the transmission of such Custodial Documents. The Company shall arrange 

for the provision of such services at its sole cost and expense (or, at the Custodian 's option, 

reimburse the Custodian for all costs and expenses incurred by the Custodian consistent with 

such instructions) and will maintain s uch insurance against loss or damage to the Custodial 

Documents as the Company may deem appropriate . It is expressly agreed that in no event shall 

the Custodian have any liability for any losses or damages to any Person, including the Company, 

arising out of actions of the Custodian pursuant to this Section 6.3 consistent with the 

instructions of the Company. In the event that the Custod ian does not receive such written 

instructions, the Custodian shall be authorized and shall be indemnified as provided in this 

Agreement to utilize a nationally recognized courier service. 

ARTICLE VII 


CUSTODIAN 


Section 7.1 Appointment of the Custodian. Subject to the terms and conditi ons of this 

Agreement, the Company he reby appoints the Bank to perform the duties of the Custodian, and 

the Bank hereby accepts s uch appointment as C ustodian, to act as the Compan y's agent, 

custodian and bailee to ho ld and maintain custody of the Custodial Documents. 

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Section 7.2 Obligatio ns of the Custodian. 

(a) Mainte nance of Custody. The Custodian shall (i) segregate, hold and 

maintain continuous custody of all Custodial Documents received by it in trust for and for the 

benefit of the Company in secure and fire res istant facilities and in accordance with customary 

controls on access regarding the safety and security of the Custodial Documents, (ii) act with the 

same degree of care and skill that the Custodian exercises with respect to any loan files relating 

to similar loans owned, serviced or held as custodian by th e Custodian and, in any event, in 

accordance with customary standards for such custody, (iii) reflect in its records the interest of 

the Company th erein, (iv) make dispos ition of the Custodial Documents only in accordance with 

the provisions of this Agreement, and (v) hold all Custodial Documents received by it for the 

exclusive use and benefit of the Company, and make disposition thereof only in acco rdance with 

written instructions furnished by the Company. In the event that the Custodian moves any 

Custodial Documents from the state where the Custodial Documents are initially kept pursuant to 

this Agreement, the Custodian shall provide prompt written notice to the Company of the 

location of such Custodial Documents. 

(b) [Intentionally Omitted] 

(c) Qualification to Conduct Business. Nothing contained in th is Agreement 

shall be construed to require the Custodian to qualify to do business in any jurisdiction other than 

(i) any jurisdiction in which any Custodial Document is or may be held by the Custodian from 

time to time under thi s Agreement or (ii) any juri sdiction in whi ch the ownership of its property 

or the conduct of its bu siness requires such qualification and in which the failure to qualify could 

have a material adverse effect on the Custodian or its property or business or on the ability of the 

Custodian to perform its duties and obligations under this Agreement. 

(d) [Intentionally Omitted] 

(e) Third Party De mands. In the event that (i) the Company or the Custodian 

shall be served by a third party with any type of levy, attachment, writ or court order with respect 

to a ny Custodial Document or (ii) a third party shall institute any co urt proceeding by which any 

Custodial Document shall be required to be delivered otherwi se than in accordance with the 

provisions of this Agreement, the party receiving such service shall promptly deliver or cause to 

be delivered to the other parties to this Agreement copies of all court papers, orders, documents 

and other mate rial s concerning such p roceedings. The Custodi a n shall, to the exte nt permitted 

by Law, continue to hold and maintai n all of the Custodial Documents that are the subject of 

such proceedings pending a final, nonappealable order of a court of competent jurisdiction 

permitting or directing disposition thereof. Upon final determination of such court, the 

Custodian shall release such Custodial Documents as directed by the Company, which shall give 

a direction cons istent with such court determinatio n. 

(f) Release of Custodial Documents. Subject to the provi sions of Section 

7.2(e), the Custodian shall retain the Custodial Documents in its possession and custody at all 

times during the term hereof unless any one of the fo llowing events has occurred: 

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(i) If the Custodian has resigned or has been removed in accordance 

with the provisions of Section 9. 1, the Custodian shall deliver the Custodial Documents to the 

successor Custodian in accordance with Section 9 .1. 

(ii) lf the Custodian has received a notice in the form of Exhibit H 

hereto from an A uthorized Representative of the Company stating that the Company has 

received all amounts due under an Asset, or a di scounted payoff as payment in full of such Asset, 

the Custodian shall release the related Custodial Docume nts to the Compan y or to th e M a nager 

in accordance with the instructions p rovided in such notice. 

(iii) If the Custodian has received notice in the form of Exhibi t H 

hereto from an A uthorized Representative of the Company that the Company or the Private 

Owner needs th e Custodi al D ocuments in order to foreclose on a Mortgaged Property, accept a 

deed in lie u the reof or modify or restructure the terms the reof, the Custodian shall release the 

related Custodial Docume nts to the Company or the Manager in accordance with the instructions 

provided in such notice. 

(iv) If the Custodian has received notice in the form of Exhibit H 

hereto fro m an Authorized Representative of the Company that the Company has agr eed to sell 

an Asset or the Coll ateral , the Custodi an shall de liver the related Custod ial Docume nts to the 

Company or to the Manager in accordance wi th the instructions provided in such notice. 

(g) No Other Duties. The Custodian sh aH have no duti es or respo nsibilities as 

Custodi a n exce pt those that are specifically set forth here in and shall not be li able except for the 

performance of s uch duties and obligations. No implied covenants or obligations shall be read 

into this Agreement. 

(h) No Investigation. The Custodian shall be under no obligation to make any 

investigation into the facts or matters stated in any resolution, certificate, statement, 

acknowledgement, consent, orde r or other document that is included in the Custodial Documents. 

(i) Cooperatio n. The Company sh all cooperate and use commercially 

reasonab le efforts to provide any add itional documentation or inform ation reasonably requested 

by the Custodian in performing its duties and obligations h ereunder. 

(j) Survival. The provisions of this Section 7.2 shall survive the resignation 

or removal of the Custodian and Paying Agent and the termination of this Agreement. 

ARTICLE VIII 


FEES AND EXPENSES 


Section 8.1 Fees and Expenses . The Bank shall charge suc h fees for its services and 

be reimbursed fo r such of its expenses pursuant to this Agreement as are set forth on Exhibit J 

hereto, whi ch fees and expenses must be reasona ble and c ustomary and whi c h fees and expenses 

shall not include a ny attorneys' or other professionals' fees and expenses. The Com pa ny shall 

pay such fees and expenses (other than those specified in the next sentence). The Private Owner 

shall pay any fees and expenses in connection with the Private Owner Pledged Acco unt. In 

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furtherance of the foregoing, in the event, and to the extent that, any fees or expenses in 

connection with the Private Owner Pledged Account are paid pursuant to Section 5.l(b) instead 

of being separately paid by the Private Owner, the Paying Agent shall notify the Initial Member 

and the Pri vate Owner of such payment and the Private Owner forthw ith shall make a deposit 

(from its own funds) into the Collection Account of an amo unt eq ual to such fees or expenses, 

and to the extent that the Private Owner fails to make such payment in full by the end of the 

month following rece.ipt of such notice by the Initial Member, at the direction of the In itial 

Member, the Payi ng Agent shall, on each succeeding Distribution Date, deposit into the 

Collection Account an amount equal to any such o utstanding deposit obligation of the Private 

Owner (after giving effect to any prior deposits into the Collection Account pursuant to this 

Section 8.1) (as specified by the Initial Member to the Paying Age nt) by deducting such deposit 

amount from the amounts that otherwi se would have been distributed to the Private Owner 

(including as Manager) purs uant to Section 5. l(b). Upon the resignation or removal of the Bank 

as Custodian or Paying Agent or the termination or assign ment ("Termination") of this 

Agreement, all fees and expenses as described in thi s Section 8.1 also shall terminate as of the 

date of Termination; prov ided, however, that the Bank will be entitled to receive fees a nd 

expenses accrui ng prior to the date of Termination. Nothing in this Section 8.1 shall be 

construed to limit in any way the ri ght of the Bank, in its respective capacities as Cus todian and 

Paying Agent, to receive indemnification and reimbursement from the Company and the Private 

Owner, as applicab le, pursuant to Section 13.1. 

ARTICLE IX 


REMOVAL OR RESIGNATION 


Section 9. 1 Removal or Resignation of Custodian and Paying Agent. 

(a) Resignation. Subject to the provisions of Section 9.1 (c), the Bank may at 

any time resign and terminate its obligations as the Custodian and Paying Agent pursuant to this 

Agreement upon at least sixty days' prior written notice to the Company, the Initial Me mber, and 

the Private Owne r. In the event the Bank res igns, it must resign as both the Custodian and 

Paying Agent. Promptly after receipt of notice of the B ank's resignation as the Custodi an and 

Paying Agent, subject to the provisions of the LLC Operating Agreement as it relates to the 

Company, the Company sha ll appoint, by written instrume nt, a successor Custodian a nd Paying 

Age nt. In the event that no successor shall have been appoi nted as the Custodian a nd Pay ing 

Age nt within such sixty day period, the Bank may petition any court of competent j urisdiction to 

appoint a successor Custodian and Paying Agent. 

(b) Removal. Subj ect to the provisions of Section 9.l(c), the Company may 

remove and di scharge the Bank as th e Custodian and Paying Agent (or any successo r custodian 

and paying agent thereafter appo inted) without cause from the performance of its o bligations 

pursuant to this Agreement upon at least thirty days' prior written notice to the Bank. Promptly 

after the giving of notice of removal to the Bank as the Custodian and Paying Agent, subj ect to 

the provis ions of the LLC Operating Agreement as it relates to the Company, the Company shall 

appoint, by written instrument, a successor Custodian and! Paying Agent. 

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(c) Effectiveness . No resignation or removal of the Person serving as 

Custodian and Paying Agent pursuant to Section 9 . l(a) or .{hl shall be effective prior to the 

appointment of a successor Custodial and Paying Agent, the acceptance of such appointment by 

such successor Custodian and Paying Agent and the executi on by such successor C ustod ian and 

Paying Agent and by the Private Owner (which the Private Owner shall do upon dem and of the 

Initial Member), and delivery to the Initial Member, of a Private O wner Pledged Account 

Control Agreement in the form of Exhib it 0 hereto o r otherw ise satisfactory to the In itial 

Member. Upon appointme nt of a successor Custodian and Paying Agent, the successor 

Custodian and Paying Agen t shall execute, acknowledge and deli ver an instr ument accepting 

such appointment under, and agreeing to be bound by the terms of, this Agreement, at which 

time the resignation or removal of the predecessor Custodian and P aying Agent shall become 

effective and the successor Custodian and Pay ing Agent, without any further act, deed or 

conveyance, shall become f ully vested with all r ights, powers, duties and obligatio ns of the 

Custodian and the Paying Agent pursuant to this Agreement, as if orig inally named the 

Custodian and Paying Agent hereunder. One original counterpart of such instrument shall be 

de livered to each of the Company, the Ini tial Member , the Private Owner, the p redecessor 

Custodian and Paying Agent and the successor Custodian and Paying Agent. 

(d) Tr ansf er of D ocuments. In the event of any removal or resignation as 

Custodian and Payi ng Agent, the Bank promptly shall transfer to the successor Custodian and 

Paying Agent, as directed, all Custodial Documents, all f unds deposited in the Accounts and all 

executed original counterparts of the Private O wner Pledged Account Control Agreement, in the 

possession of the Paying Agent, and the Company and the Bank shall execute and deliver such 

instruments and do such othe r things as may reasonably be required for more full y and certainly 

vesting and confirming in the successor Custodian and P ayi ng Agent all rights, powers, duties 

and obligations of the Bank as the C ustodian and Paying Agent under this Agreement. 

(e) Costs. The Company shall be responsible for payment to the successor 

Custodian and Paying Agent of all fees and expenses of the successor C ustod ian a nd Pay ing 

Agent and any fees and expenses for transferri ng Custodial Documents and fu nds deposited in 

the Accounts to the successor Custodian and P aying Agent except with respect to the Private 

Owner Pledged Account, the fees and expenses with respect to which are to be paid by the 

Private Owner. 

ARTICLE X 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

Section 10.1 Representations, Warranties and Covenants. 

(a) The Bank as the Custodian and P aying Agent, the Company, the Initial 

M ember and the Private Ow ner, as applicable, represent and warrant to each other as follows: 

(i) it has the requisite power and authori ty and the legal ri ght to 

execute and deliver, and to perform its obligations under, this Agreement, and has taken all 

necessary corporate or other actio n to autho ri ze its execution, delivery and performance of this 

Agreement; 

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(ii) no consent or authorization of, filing with, or other act by or in 

respect of, any United States or non-United States national, federal, state, local or provincial or 

international governme nt o r any political subdi vision of any governmental, reg ulatory or 

ad ministrative authority, agency or commission, o r judic ial or arbitral body, and no consent of 

any other Person (including any stockholder or creditor) is required in connection with the 

execution, delivery, performance, validity or enforceability of this Agreement by it; and 

(iii) thi s A greement has been duly executed and delivered on behalf of 

it and constitutes a legal, valid and binding obligatio n of it e nforceable in accordance with its 

terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, 

moratorium or similar Laws affecting the enforcement of creditors' rights generally and by 

general principles of equity (whether enforceme nt is sought in a proceeding in equity or at Law). 

(b) The Bank as Custodian and Paying Agent represents a nd warrants to the 

Company, the Initial Member, and the Private Owner that the Bank is a Qualified Custodian and 

Paying Agent. 

Section 10.2 Insurance. At its own expense, the Custodian and Paying Agent shall 

maintain at all times and keep in full force and effect (i) fire and other casualty insura nce, (ii) 

fide lity insurance, (iii) theft of documents insurance, (iv) forgery insurance, and (v) e rrors and 

omissions insurance. A ll such insurance shall be in amounts, with standard coverage and subject 

to deductibles, as are customary for insurance typically maintained by fina ncial institutions 

which act as paying age nt a nd as custodi a n of coll ateral substantially similar to the Custodial 

Documents. U pon written request, the Company shall be e ntitled to receive a certificate of the 

respective insurer that such insurance is in full force and effect. 

ARTICLE XI 


REPORTS 


Section 11.1 Custod ian and Pay ing Agent Report. 

(a) The Custodian and Paying Agent shall cause to be furnished to the Private 

Owner and the Initial M e mbe r, no later than 12:00 noon, New York C ity time, o n each 

Distribution Date, a report for the applicable Due Period (the "Custodian and Paying Agent 

Report") with respect to the Assets and Collateral (including the Accounts setting forth in 

reasonable detail the balances of and any investments in the Accounts as of such date and all 

deposits to and di sburseme nts from such Accounts, including the date on which made, since the 

date of the previous report) h eld by the Custodian and P aying Agent p ursuant to this Agreement 

and on such other information as may otherwi se be agreed by the parties with respect to such 

Due Period, all as set forth on Exhibit K hereto. The Custodian and Payin g Agent shall follow 

the procedures and perfo rm the calculatio ns and reconciliations required to prepare the Custodian 

and Paying Agent Report, in each case as set forth on Exhibit K hereto. As a condition to 

accessing the Paying Agent' s internet website, the Paying Agent may require registration and the 

acceptance of a disclaimer. The Paying Agent will not be liable for the dissemination of 

information in accordance w ith thi s Agreement. 

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(b) The Custodian and Paying Agent Report shall be based on information 

included in (i) the Manager's Monthly Report for the applicable Due Period and certified by an 

Auth orized Representative of the Manager, (ii) the Cash Flow and Distributio n Rep ort for the 

appli cable Due Period and certified by a n Authorized Re presentative of the Manager and (iii) 

such other information as may be agreed upon by the parties, all as set forth in Exhibit K hereto. 

Section 11.2 Additional Reports. 

(a) Within two Business Days after receipt of a w ritten request of the 

Company for a Custodial Re port or an updated Asset Sche du le and Ex ception Li st, the Custodian 

and Paying Agent shall provide the req uesting party with the Custodial Report or the updated 

Asset Schedule and Exception List, as applicable. 

(b) The Custodian and Paying Agent shall provide any additional information 

or reports re lating to the Accounts and the transactions the rein reasonably requested from time to 

time by the Company. 

Section 11.3 Cornoanv and Servicer Distribution Date Accounting. For each Due 

Period, no late r than five Bus iness Days prior to the related Distribution Date, the Company shall 

prepare and deliver or cause the Manager to prepare and deliver to the Paying Agent and the 

Initial Member a report which shall specify the amounts and recipients of all funds to be 

distributed by the Paying Agent on the relevant Distribution Date (using (for purposes of clause 

.(y} of the Priority of Pay me nts) the Working Capital Reserve Target specified in such re port but 

otherwi se as determined as of the close of bus iness on the applicable D etermination Date) a nd 

shall be certified by a n Authorized Representative (who s hall be the chief financial officer (or an 

equivalent officer)) of the Company (the "Cash Flow and Distribution Report"); provided, 

however, that (unless the Company and the Initial Member agree otherwise) the Initial Member 

w ill prepare and deli ver to the Paying Agent the Cash Flow and Distribution Report for a ll Due 

Periods e nding prior to or during the calendar month in which the final Servicing Tra nsfer Date 

occurs, and each such Cash Flow and Distribution Report shall be due no later than two (rather 

than five) Business Days prior to the related Distribution Date . The Cash Flow and Distribution 

Report shall be a portion of the Monthly Report to be provided to the Paying Agent and the 

Initial Member in accord ance with the LLC Operating Agreement. The Cash F low and 

Distribution Report shall contain the following information: 

(a) the aggregate amount of Asset P roceeds received du ring the appli cable 

Due Period and de posited into the Collection Account in accordance with Section 3 .l(a); 

(b) for the Collec tion Account: 

(i) the amount to be transferred from the Collection Account to the 

Distribution Account whi ch shall equal the sum of: (A) th e a mount described in Sectio n 11. 3(a), 

plus (B) the tota l amou nt of fund s transferred from the W orking Capital Reserve Account into 

the Collection Account during the applicable Due Period, plus (C) the total amount of Excess 

Working Capital Advances deposited in the Collection Account during the applicable Due Period, 

p lus (D) the total amount of Di scretionary Funding Advances deposited in the Collection 

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Account during the applicable Due Period, less (E) the total amount of funds withdrawn from the 

Collection Account as permitted pursuant to Section 3. 1 during the applicable Due Period , plus 

(F) [inten tionally omitted], plus (G) [intentionally omitted], plus (H) the total amoun t of funds 

transferred into the Coll ectio n Account during the appli cable Due Period pursuant to Section 8. 1, 

plus (I) an amount equal to any net interest or other earnings credited to the Collection Account 

(in respect of investments of the funds therein) during such Due Period, as determined by the 

Paying Agent and reported pursuant to Section 4.2, less (J) an amount equal to any net loss 

charged to the Collection Account (in respect of investments of the funds therein ) during such 

Due Period, as determined by the Paying Agent and repor ted pursuant to Section 4 .2; and 

(ii) the amounts payabl e from the Distribution Account (fo11owing the 

transfer from, and from the amount to be transferred from, the Collection Account to the 

Distribution Account described in clause (b)(i)) o n such Distribution Date p ursuant to the 

Priority of Payme nts, itemized by each cl a use or sub-clause ofth e Priority of Payme nts. 

(c) Any o ther amounts or calculations required by Section 5.1. 

Section 11.4 Distribution D ate Instructions. Each Cash Flow and Distribution Report 

shall contain, or be acco mpa nied by, irrevocable instructions to the Paying Agent to ( i) transfer 

from the Collection Accou nt to the Distributio n Account the amoun t described jn Section 

11.3(b)(i) and (ii) withdraw on the related Distribution D ate from the Distribution Account and 

pay or tra nsfer (on such Distribution D ate) the amounts set forth in s uch report in the man ner 

specified, and in accordance with the p rio riti es established , in Section 5. 1. 

Section 11.5 Books a nd Records. The Paying Agent shall maintain all such accounts, 

books and records as may be necessary to record properly all transactions carried out by it with 

respect to the Accounts, including all disbursements the refrom. The Paying Agent also shall 

maintain a complete a nd accurate set of fil es, books and records regardin g the Assets and the 

Collateral. This obligation to maintain a complete and acc urate set of records shall encompass 

all files in the Custodi an and Paying Agent' s custody, possession or control pertaining to the 

Assets and the Collateral, including all Custodi al Docume nts. The Paying Agent shall permit the 

Company and the Initial M ember to examine all such acco un ts, books and records and shall 

permit the Private Owner to examine such accounts, boo ks and records that relate to the Pri vate 

Owner Pledged Account; provided, however, that any such examination shall occur upon 

reasonable prior notice and d uring norm al bus iness hours. 

ARTICLE XII 


NO ADVERSE INTERESTS 


Section 12.1 No Adverse Interests. By execution of thi s Agreement, the Bank 

represents and warrants that no Responsible Off icer of the Bank has any actual knowl edge of a ny 

adverse interest, by way of sec urity or otherwise, in a ny Asset. The Bank shall not pledge, 

encum ber, hypothecate, transfer , dispose of, or otherwise gra nt any thi rd party interest in, any of 

the Assets pursuant to tills A greement. Notwithstanding any other provisions of tills Agreement 

and with out limiting the generality of the fo regoing, ne ither the Custodi an nor the Paying Agent 

(nor any Perso n claiming by or through either of them) shall at any time exercise or seek to 

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enforce any claim, right or remedy, including any statu tory or common law rights of set-off, if 

any, that the C ustodian or the Paying Agent may otherwise have against all or any part of a 

Custodial Docume nt, Asset or proceeds of either. For the purposes of this Sectio n 12. 1, a 

Responsible Officer of the Bank means any managing d ir-ector, director, associate, principal, vice 

president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any 

other officer of the Bank cus tomarily performing functions similar to those performed by any of 

the above desig nated officers and directly responsible for the administration of this Agreement 

and also means, with respect to a particular corporate trust matter, any other officer to whom 

such matter is referred because of his or her knowledge of and familiarity with the particular 

subject. 

ARTICLE XIII 


LIABILITY AND INDEMNJFICATION 


Section 13.1 Liability; Indemnification. 

(a) Except with respect to the Private Owner Pledged Account and, if 

applicable, any funds or Permitted I nvestments on deposit in, or credited to, such Account, the 

Company shall indemnify and hold harmless the Custodian and Paying Agent and the d irectors, 

officers, agents and employees of the Custodian and Pay ing Agent from and against any and all 

Losses of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against 

it or them in any way relating to or arising out of this Agreement or any action taken or not taken 

by it or them hereunder unless such Losses were imposed on, incurred by or asserted against the 

Custodian and Paying Agent because of the breach by the Custod ian and Paying Agent of its 

obligations pursuant to this Agreement, which breach was caused by negligence, lack of good 

faith or wi llful misconduct on the part of the Custodi a n and Paying Agent o r any directors, 

officers, agents or employees of the Custodian a nd Paying Agent. The foregoing 

indemnification shall survive any resignation or removal of the Custodian and Paying Agent or 

the termination or assignment of this Agreement. 

(b) The Private Owner shall indemnify and hold harmless the Paying Agent 

and the directors, officers, agents and employees of the Paying Agent from and against any and 

all Losses of any kind or n ature whatsoever that may be imposed on, incurred by or asserted 

against it or them in any way relating to or arising out of this Agreement with respect to the 

Private Owner Pledged Account or, if applicable, any funds o r Permitted Investments on deposit 

in, or credited to, s uch Acco unt, or any action taken or not taken by it hereunder with respect to 

the Private Owner Pledged Account or, if applicable, any funds or Permitted Inves tments on 

deposit in, or credited to, such Account, unless such Losses were imposed on, incurred by or 

asserted against the Paying Agent because of the breach by the Paying Agent of its obligations 

pursuant to this Agreement with respect to the Private Ow ner Pledged Accoun t or, if applicable, 

any funds or Permitted Investments on deposit in, or credited to, such Account, which breach 

was caused by negligence, lack of good faith or willful misconduct on the par t of the Paying 

Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing 

indemnification shall survive any resignation or removal of the Paying Agent or the termination 

or assignment of this Agreement. 

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(c) In the event that the Custodian fail s to produce a Custodial Document that 

was not identified as an Exception in the then controlling Asset Schedule and Exception List 

within two Business Days after required or requested by the Company, and such Custodial 

Document is not outstandi ng pu rsua nt to a Request for Release and Receipt of the Custodial 

Documents in the form attached as Exhibit H hereto (a "Custodial Delivery Failure"), the n (i) 

with respect to any missing Note with res pect to which a Custodial Delivery Failure has occurred 

and has continued in excess of three Bus iness Days, the Custod ian promptly shall deliver to the 

Company upon request a Lost Instrument Affidavit in the form attached hereto as Exhibit L 

(unless the original Note shall have been delivered prior to such time) and (ii) with respect to any 

missing document related to such Asset, including a missing Note, (A) the Custo dian shall 

indemnify the Company in accordance with Section 13.l(d) and .illl at the Company's option, at 

any time the long term obli gatio ns of the Custodian are rated below the second highest rating 

category of Moody's Investors Service, Inc. or Standard and Poor's Ratings Group, a di vision of 

McGraw-Hill Companies, Inc., the Custodi an shall obtain and maintain an insurance bond 

naming the Company and its successors in interest and assigns as loss payees, insuring against 

any losses assoc iated with the loss of such document, in an amount equal to the then-o utstanding 

p rincipal balance of the re lated Asset or such lesser amount requ ested by the Company in the 

Company's sole discretion. 

(d) The C ustodi an and Paying Agent shall indemnify and hold harmless the 

Company , the Initial Me mbe r and its directo rs, officers, employees, agents and des ig nees, from 

and against any and all Losses of any kind or nature whatsoever that may be imposed on, 

incurred by, or asserted against it or them in any way re lating to or arising out of a Custodial 

D eli very Failure or the Custodian and Paying Agent's negligence, lack of good faith or wi llfu l 

misconduct or any breach of any of the conditions, representations, warranti es or obligations of 

the Custodian and Paying Agent contained in this Agreement; provid ed, however, tha t in no 

event shall the Custodian and Paying Agent or any directors, officers, agents or employees of the 

Custod ia n and Paying Agent have any liability with respect to any special, indirect, punitive or 

consequential damages suffered by the Company. The foregoing indemnification shall survive 

any termination or assignment of this Agreement. 

ARTICLE XIV 


CUSTODIAN AND PAYING AGENT 


Section 14. 1 Reli ance of Custodian a nd Paying Agent. 

(a) Documents; Communications. The Custodian and Paying Agent may rely 

conclusively on any request, instruction, certificate, direction, receipt, demand, consent, 

reso lution, state ment, instrument, opini on, report, notice or other docume nt o r communication 

furni shed to the Custodian and Paying Agent pursuant to thi s Agreeme nt or any Asset Document 

that the Custodian and Paying Agent believes in good faith (i) to have been signed or presented 

by an A uthorized Representative of the party required to sign or present such document and (ii) 

confor ms in form to th e requirements of th is Agreement; p rovided , however, th at in the case of 

any requ est, instruction, certifi cate, direction , receipt, d emand, co nsent, resolution , statement, 

instrument, opinion, re port, notice or other document or communication which by any provision 

hereof is specifically required to be furnished to the Custodian and Paying Agent, the Custodian 

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CRE/ADC Venture 2013· 1 Structured T ransaction 

Custod ial and Paying Agency Agreement 

Version 3. 1. 1 
and Paying Agent shall be under a duty to examine the same in accordance with the requirements 

of this Agreement and any A sset Document. 

(b) Requested Instructions. If the Custodian and Paying Agent requests 

instructions from the Company, the Initial Member or the Private Owner, as applicable, with 

respect to any act, action or failure to act in connection with this Agreement, the Cus todian and 

Paying Agent shall be entitled (without incurring any liability therefor to the Company or any 

other Person) to refrain from taking such action and continue to refrain from acting unless and 

until the Custodian and Paying Agent shall have received written instructions fro m the Company, 

the Initial Member or the Private Owner, as the case may be. 

(c) Certificates. Whenever the Custodian and Paying Agent shall deem it 

necessary or desirable that a matter be proved or established in connection with taki ng or 

omitting any action by it he reunder, such matter (unless other evidence in respect thereof be 

herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on 

the part of the Custodian and Paying Agent, be deemed to be conclusively proved or established 

by a certificate of an Authorized Representative of the relevant Party delivered to the Custodian 

and Paying Agent. 

(d) Reliance on Experts. The Custodian and Paying Agent may consult with 

and obtain advice from reputable and experienced outside counsel, certified public accountants 

that are nationally recognized, or other experts and the advice or any opinion of s uc h counsel, 

accountants or other experts shall be full and complete authorization and protection in respect of 

any action taken or omitted by it pursuant to this Agreement in good faith and in accordance with 

such advice or opinion of counsel, accountants or other experts. 

(e) Limited Risk. None of the provisions of this Agreement shall require the 

Custodian and Paying Agent to expend or risk its own funds or oth erwise to incur any liability, 

financial or otherwise, in the performance of any of its duties purs uant to this Agreement, or in 

the exercise of any of its rights or powers, if it shall have reasonable grounds for beheving that 

repayment of such funds or i.ndemnity satisfactory to it agai nst such risk or liability is not assured 

to it. 

(f) Merger or Consolidation. Any corporation into which the Cus todian and 

Paying Agent may be merged or converted or with which it may be consolidated, or any 

corporation resulting from any merger, conversion or consolidation to which the Custodian and 

the Payi ng Agent shall be a party, or any corporation succeeding to the business of the Custodian 

and Paying Agent, except for any s uch Person who is or, upon consummation of such transaction, 

will be an Affiliate of the Company, the Servicer or any Sub-Servicer, shall be the successor of 

the Custodian and Paying Agent pursuant to this Agreement without the execution or filing of 

any paper with any party to this Agreement or any further act on the part of any of the parties to 

this Agreement except where an instrument of transfer or assignment is required by Law to effect 

such successio n, anything in this Agreement to the contrary notwithstanding; provided, however, 

that any such successor shall sati sfy the representations, warranties and covenants set forth in 

Section 10.1 of this Agreement. The C us todian and Paying Agent or s uccessor Custodian and 

Paying Agent shall provide the Company with written notice prior to or within ten days after the 

27 

CRE/ADC Venture 2013- 1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3. I.I 
consummation of any such transaction. At no time shall an Affiliate of the Company, the 

Servicer or any Sub-Servicer be the Custodian and Paying Agent pursuant to this Agreement. 

ARTICLE XV 


TAXES 


Section 15. 1 Tax Reports. The Custodian and Paying Agent shall not be responsible 

for the preparation or filing of any reports or returns relating to federal, state or local income 

Taxes with respect to this Agreement, other than in respect of the Custodian and Paying Agent' s 

compensation or for re imbursement of expenses. 

Section 15.2 Stamp and Other Similar Taxes. The Company ag rees to indemnify and 

hold harmless the Custodian and Paying Agent from, and shall reimburse the Custodian and 

Paying Agent for, any present or future claim for liability for any stamp or other similar Tax and 

any penalties or interest with respect thereto, which may be assessed, levied or collected by any 

jurisdiction in connection with this Agreeme nt. The obligations of the Company pursuant to this 

Section 15.2 shall survi ve the termination of the other provisions of this Agreement. 

ARTICLE XVI 


TERM 


Section 16. 1 Term. This Agreement shall terminate upon (a) the final payme nt or other 

liquidation of all of the Assets (including all Acquired Property), (b) the release and delivery to 

the Company of all Custodial Documents held by or in the possession of the Custodian in 

accordance with the terms of thi s Agreement and (c) the di sburseme nt in accordance with the 

terms hereof of all of the funds and fin ancial assets on deposit in all of the Accounts. 

Notwithstanding anything to the contrary herein, this Agreement may be terminate d without 

cause upon at least thirty days' prior written notice to the Custodian and Paying Agent, by the 

Company. 

ARTICLE XVII 


AUTHORIZED REPRESENTATIVES 


Section 17.1 Authorized Representatives. Each individual des ignated as an Authorized 

Representative of any Person is authorized to give and receive notices, reques ts and instructions 

and to deliver certificates and documents in connection with thi s Agreement on behalf of such 

Person, and the specimen signature for each such Authorized Representative, initially authorized 

pursuant to thi s Agreement, is set forth on Exhibit M hereto. From time to time, any Person may , 

by delivering to the other parties hereto a revised copy of Exhibit M or any resolution, 

incumbency certificate or s imilar document setting forth the officers of such Person , which 

officers shall be deemed to be Authorized Representatives of such Person for purposes of this 

Agreement, change (including, to the extent appl icable, initially specify) such Person' s 

Authorized Representatives (and amend thi s Agreement to so provide), but until a ne w Exhibit 

M or resolution, incumbency certificate or similar document with the information regarding such 

successor (or initial) Authorized Representatives is delivered to a party in accordance with this 

Agreement , that party shan be e ntitl ed to rely conclus ively on the Exhibit M or resolution, 

28 

CRE/ADC Venture 2013-1 Structured Transaction 

Custod ial and Paying Agency Agreement 

Version 3. 1.1 
incumbency certificate or similar document, as applicable, last deli vered hereunder. The parties 

acknowledge and agree that unless and until the occurre.nce of an Event of Default pursuant to 

the LLC Operating Agreeme nt and the removal of the Private Owner as th e Manager pursuant to 

the LLC Operati ng Agreeme nt, the Private Owner in its capacity as the Manager wil l have the 

right to designate Au thorized Representatives of the Manager to act (on behalf of the M anager in 

its capacity as such) as Authorized Representatives of the Company, and that notwithstanding 

any provisions in this Agreement to the contrary, however, upon th e delivery of written notice to 

the Custodian and Paying Agent by the Initial Member of the occurre nce of an Event of Default 

by the Private Owner p urs uant to the LLC Operating Agreement and the removal of the Private 

Owner as the Manager pursuant to the LLC Operating Agreement, the Initial Member or the 

replacement Manager appoi nted pursuant to Section 3.13(a) of the LLC Operatin g Agreemen t 

will have the rig ht to designate replacement Authorized Representati ves of the Company . 

ARTICLE XVIII 


NOTICES 


Section 18. 1 Noti ces. All noti ces, requests, demands and other communications 

requi red or perm itted to be given or deli vered under o r by reason of the provisio ns of this 

Agreement shall be delivered in accordance with (and s ubj ect to) the provisions of the Notice 

Schedule (which Notice Schedule is hereby incorporated by reference); provided, that. service of 

any writ, process or summons in any suit, action or proceeding arisi ng out of, relati n g to , or in 

connection with this Agreement or any Transaction Document shall be subject to the appl icable 

provisions in Section 19.3(c). A copy of each notice or other communication to the Company 

hereunder shall contemporaneously be delivered to the Initial Member. 

ARTICLE XIX 


MISCELLANEOUS 


Section 19.1 Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YOR K, THIS AGREEMENT [S 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 AGREEMENT 

TO THE LA W OF ANOTHER J UR IS DICTION AND EACH PARTY TO THIS 

AGREEMENT UNCONDITIONALLY AND IRREVOCABLY W AlVES ANY CLAIM TO 

ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTHING IN THIS AGREEMENT S HALL REQUIRE ANY UNLAWFUL 

ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 19.2 Waiver of Jury Trial. EACH OF THE COMPANY, THE INITIAL 

MEMBER, THE PRIVATE OWNER AND THE BANK HEREBY IRREVOCABLY AND 

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

ANY DISPUTE ARIS ING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

THAT ANY SUCH DISPUTE SH ALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

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CRE/ADC Venture 2013- 1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3. 1.1 
Section 19.3 Jurisdiction; Venue and Service. 

(a) Each of the Company, the Private Owner and the Bank, in each case on 

behalf of itself and its Affiliates, hereby irrevocably and unco nditionall y: 

(i) consents to the jurisdiction of the U nited 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 such Affiliate 

commenced by the Initial M ember arising out of, relating to, or in connectio n with this 

Agreement or any Transactio n Document, and waives any right to: 

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

court or di spute-resolution forum oth er than the court in whi ch the Initial M ember file s the suit, 

action or proceedin g without the consent of the Initial M e mber; 

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

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

D istrict of Columbia; or 

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

Distri ct of New York or the United States District Court for the District of Columb ia is an 

inconvenie nt forum; 

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

New York for any suit, actio n or proceeding against it or any such Affiliate commenced by the 

Initial Member arising out of, relating to , or in connection with this Agreeme nt or any 

Transaction Document (othe r 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 Initial Member; 

(B) assert that venue is improper in the Supre me Co urt of the 

State of New York; or 

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

an inconvenient fo rum. 

(iii) agrees to bring any suit, action or p roceeding by it or any such 

A ffili ate against the Initial Me mber 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 remo ve o r transfer such suit, action or proceeding to any othe r court or 

dispute-resolution forum w ithout the consent of the Initial M ember and agrees to consent 

thereafter to transfer of the suit, action or proceeding to either the United States Distric t Court for 

the Southern District of New York or the United Sta tes District Court for the District of 

Columbia at the optio n of the Initial Member; 

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CRE/ADC Venture 20 13- 1 Structured T ransaction 

Custodial and Paying Agency Agreement 

Version 3. 1. 1 
(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 proceedin g falling w ithin Section 19.3(a)(iii), to bring that 

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

right to remove or transfer such suit, action or proceeding to any other court or dispute-resolu tion 

forum without the consent of the Initial Member; and 

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

Supreme Court of the State of New Yo rk for New York County in accordance w ith the above 

provisions of this Section l9.3(a), to request that such suit, action or proceeding be referred to 

the Commercial Division of such Court. 

(b) Each of the Company, the Private Owner and the Bank, in each case on 

behalf of itself and its Affiliates, hereby irrevocably and unconditi onally agrees that a ny final 

judgment e ntered against it in any suit, action or proceeding falling within Section 19 .3(a) may 

be enforced in any court of competent jurisdiction. 

(c) Subject to th e provisions of Section 19.3(d) , each of the Company, the 

Pri vate Owner and the Bank, in each case o n behalf of itself and its Affiliates, hereby irrevocably 

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

proceeding pursuant to Section 19.3(a) or Section 19.3(b) may be effected by the m ailing of 

copi es thereof by registered or certified mail, postage prepaid, to it at its address f or notices 

pursuant to Section 18. 1 (and the Notice Schedule) (with copies to such other Persons as 

specified in such Section 18. 1 or the Notice Schedule); provided, however, that the foregoing 

shall no t affect the right of any party to serve process in any other manner permitted by Law. 

Each of the Company , the Pr.ivate Owner and th e Bank, in each case o n behalf of itself a nd its 

Affiliates, further agrees th at any such service of writs, process or summo nses in any su it, action 

or proceeding purs uant to Section 19.3(a) or Section 19.3(b) on FDIC (in any capacity) shall be 

in accordance with requirements of applicable Law (including 12 CFR section 309.7 (a)), with 

additional deli very of a copy of such writ, p rocess or summons to th e FDIC (in its applicable 

capac ity(ies)) pursuant to the noti ce provis ions in Section 18.1 (and the Notice Schedul e). 

(d) Nothing in thi s Section 19.3 shall constitute (i) consent to juri sdiction in 

any court by the FDIC (in any capacity), other than as expressly provided in Section 19.3(a)(iii) 

and Section 19.3(a)(iv), or (ii) a waiver or limitation of a ny provisio n in the Federal Deposit 

Insura nce Act or other a pplicable law relating to commencement, jurisdiction, venue, limitations, 

administrative exha ustion, judicial review, removal, r emand , continuati on or enforcement 

(including as to limitations on attachment or execution upon assets in the possession of the 

FDIC) of actions by or agai nst the FDIC (in any capac ity), or in which the FDIC (in a ny 

capac ity) is a party, including 12 U.S.C. § 1819(b), 1821(c), 182 L(d), and 1821Q) . 

Section 19.4 Counterparts. This Agreeme nt may be executed in two or more 

counterparts, each of which shall be deemed an original but all of which together shall constitu te 

but one and the same agreement. This Agreement and a ny amendments hereto, to the extent 

signed and delivered by facs imile or other electronic me ans, shall be treated in a11 manner and 

respects as an original agreeme nt and shall be considered to have the same binding legal effect as 

3 1 

CRE/ADC Venture 20 13- 1 Structured Transaction 

C ustod ial and Paying Agency Agreement 

Version 3. 1. 1 
if it were the original signed version thereof deli vered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 

fact that any signature or agreement was transmitted or communicated through the use of a 

facsimile machine or other electronic means as a defense to the fo rmation or e nforceability of a 

contract and each such Person forever waives any such defense. 

Section 19.5 Severability. Any provision of thi s Agreement which is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (i) if s uch provision is prohibited or unenforceable in such j uri sdiction only as to a 

particu lar Person or Persons and/or under a ny parti cular c ircumstance or circ umstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstan ces, as the 

case may be; (ii) without limitation of clause (i), such p rovision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohi bition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

un enforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) 

or @, such ineffectiveness shall not invalidate any of the remaining provision s of thi s 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provisio n of this Agreement is prohibited or une nforceable in any jurisdiction (because of the 

duration o r scope (geographic or otherwi se) of such provi sion, or for any other reason) such 

court shall have the power to, and shall, (x) modify s uch provision (including, to the extent 

applicable, by limiting the duration or scope of such provision and/or the Persons against whom, 

and/or the circumstances under whi ch, such prov is.ion shall be effective in such jurisdiction) for 

purposes of such proceeding to the minimum extent necessary so that such provis ion, as so 

modified, may then be enforced in such proceeding and (y) enforce such provision, as so 

modified pursuant to clause (x), in such proceeding. Nothing in this Section 19.5 is intended to, 

or shall, limit the ability of any party to this Agreeme nt to appeal any court ruling or the effect of 

any favorable ruling on appeal or the inte nded effect of Section 19.1. 

Section 19.6 Compliance With Law. Except as otherwise specifically provided herein, 

each party to this Agreement shall, at its own cost and expense, obey and comply with all 

applicable Laws, as they may pertain to such party 's petformance of its obli gations her eunder. 

Section 19.7 Entire Agreement. This Agreement contains the entire agreement between 

the Company, the Initial Member, the Private Owner and the Bank with respect to the subject 

matter hereof and supersedes any and all other prior agreements, whether oral or written. 

Section 19.8 Assign ment; Binding Effect. 

(a) Excep t as is permitted pursuant to the provtstons of this Agreement 

providing for successor Custodians and Paying Agents, the Custodian and Paying Agent shaH not 

assig n or delegate this Agreement or any of its ri ghts or obligations hereund er without the prior 

written consent of the Company and any such purpo rted assig nme nt or delegation without such 

consent shaH be void ab initio. This Agreement shall be binding on and inure to the benefit of 

the parties hereto and their r espective successors and permi tted assigns, and (subject to Section 

32 

CRE/ADC Venture 2013· 1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3. 1.1 
19 .8(a)), no other Person or Persons shall have any rights or remedies under or by reason of this 

Agreement. Without limiting the generality of the preceding sentence, this Agreement shall be 

binding on and inure to th e benefit of (i) any successor "Initial Member" u nder, and in 

accordance w ith, the LLC Operatin g Agreement and (ii) any successor "Pri vate Own er" under, 

and in accordance with, the LLC Operating Agreement. 

(b) To the extent that this Agreement confers directly any rights, re medies or 

other benefits upon the Transfe ror (or an y Existing Serv icer), th is Agreement (subject to Sections 

19 . 1 and 19 .2 hereof as if the T ransferor was a party hereto) also shall inure to the benefit of, a nd 

may be e nforced by, the Transferor. 

Section 19.9 Rights Cumulative. The rights, powers and remedies of the Cus todian and 

Paying Agen t, the Ini tial Member, the P rivate Owner and the Company pursua nt to this 

Agreement shall be in add ition to all rights, powers and remedies g iven to the Custodian and 

Paying Agent, the Initial Member , the Private Owner and the Company by vir tue of a ny statute 

or rule of Law, or any other agreement, all of which rights, powers and remedies shall be 

cumulative and may be exerc ised successively or conc urrently. 

Section 19. 10 Amend me nts. Subj ect to the requirements of the LLC Operating 

Agreement as they re late to the Company, thi s Agreemen t may be amended from time to time by 

written agreement signed by (i) the Company, the Ini tial Member , and the Custodi an and Paying 

Age nt and (x) if such ame ndment relates to the Pr ivate Owner Pledged Accoun t or the 

Qualifyi ng Cash Coll ateral , the Private Owne r, a nd (y) if such ame ndme nt rela tes to the 

Transfero r (or any Existing Servicer), the Transferor, o r (ii) if such written agreement relates 

solely to the Private Owner Pledged Account or, if applicable, any funds or Permitted 

I nvestments on deposit in, o r credited to, such Accoun t, the Initial Member, the Pri vate Owne r 

and the Paying Agent. 

Section 19. 11 Headings. Paragraph titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit , extend or 

describe the scope of thi s Agreeme nt or the intent of a ny prov is ions hereof. All section a nd 

paragraph references contained herein shall refer to sections and paragraphs in this Agreement 

unless other wise specif ied. 

Section 19. 12 Non-petition. Notwithstanding an ything in this C ustodi al Agreement to 

the contrary, the Bank, in its capacity as C ustod ia n and/or Paying Age nt here un der, shall not, 

p rior to the date w hich is one year and one day after the termination of thi s Agreement, institu te 

or join, or j oin or assist any other Person in instituting or joining, (i) any Insolvency Proceeding 

with respect to the Company or the Private Owner or any of their respective Subsidiaries or (ii) 

any proceeding fo r the a ppointment of a receiver , liquidator, assignee, custod ian, tru stee, 

sequestrator or similar official for, or for any substanti al p art of the property of, the Co mpany or 

the Private Owner or any of their respective S ubsidiaries, or for the ordering of the dissolution, 

w ind ing-up or liqu idation of the affairs of the Company or the Private Owner or any of their 

respective Subsidiaries. 

(remainder ofpage intentionally left blank) 

33 

CRE/ADC Venture 20 13·1 Structured Transaction 

C ustodial and Paying Agency Agreement 

Version 3. 1. 1 
TN WTTNESS WHEREOF, the Bank, the Initial Member, the Private Owner and the 

Company have each caused this Agreement to be executed as ofthe date first written above. 

Company 

CRE/ADC VENTURE 2013-1, LLC 

By: 	 CoiFin 2013 CRE ADC Funding, LLC , its 

Manager 

By : 

Name: 

Title: Vice President 

Initial Member 

FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as Receiver (as 

defmed in lhe Agreement ofDefin itions referred to 

herein), as Initial Member 

By: _____________________________ 

Name: Philip G. Mangano 

Title: Assistant Director 

Private Owner 

COLFIN 2013 

By: 


Name: 


Title: Vice President 


[Signature Pages to Custodial nnd Paymg Agency Agreement· Page I of21 

CRFJADC Venture 201 J-1 Structured Transaction 

Custodial and Paying Agency Agreement 

Version 3 1.1 
fN WITNESS WHEREOF, the Bank, the Initial Member, the Private Owner and the 

Company have each caused this Agreement to be executed as of the date first written above. 

Company 

CRE/ADC VENTURE 2013-1, LLC 

By: 	 Co!Fin 2013 CRE ADC Funding, LLC, its 

Manager 

By: ----~~--~---------- Name: Mark M. Hedstrom 

Title: Vice President 

Initial Member 

FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as Receiver (as 

defined in the Agreement of Definitions referred to 

herein), as Initial Member 

Private Owner 

COLFIN 2013 CRE ADC FUNDING, LLC 

By: ____________________ 

Name: Mark M. Hed strom 

Title: Vice President 

IS•gnnture Pages to Custod1nl Md Pnying AgenC} Agreement- Page I of2) 

CRE/ADC Venture 2013-l Structured Transaction 

Custod1al and Paymg Agency Agreement 

Vcmon 3 l l 
WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as the 

By: 

Name: son 

Title: Vice Pres ident 

[Stgnature Pages to Custodtol and Paytng A&ency Agreement- Pnge 2 ofll 

CRE/ADC Venture 2013-1 Structured Transaction 

Cu~ odml and Payma Agency Aarecmcnt 

Verston 3 I I 
CRE/ADC Venture 2013-1 Structured T ransaction 

[Exhibits to the Custodial and Paying Agency Agreement] 

CREIADC Venlure 20 13· 1 S1ruc1Ured Transac1ion 

Exhibils 10 Cus1odial and Paying Agency Agreemenl 

Version 3. 1.1 
EXHIBIT A 


ASSET SCHEDULE 

[To be Attached[ 

Exhibit A-I 

CRFJAD( V~nlur~ 2(l 13.1 StructHred Tr~m~L'IHm 

hxhibth \(' CtiWllliiil ,md P11ylng Agenq Agreement 

Ver~<ion :i Ll 
EXHIBITB 


[INTENTIONALLY OMITTED] 


CRFJAD( V~nlur~ 2(l 13 .] StructHred Tr~m~L'IHm 

hxhibth \(' CtiWllliiil 'md P11ylng Agenq Agreement Exhibit B-l Ver~<ion :i Ll 
EXHIBITC 


[INTENTIONALLY OMITTED] 


CRFJAD( V~nlur~ 2(l 13 .] StructHred Tr~m~L'IHm 

hxhibth \(' CtiWllliiil 'md P11ylng Agenq Agreement Exhibit C-l Ver~<ion :i Ll 
EXHIBITD 


[INTENTIONALLY OMITTED] 


CRFJAD( V~nlur~ 2(l 13 .] StructHred Tr~m~L'IHm 

hxhibth \(' CtiWllliiil 'md P11ylng Agenq Agreement Exhibit D- 1 Ver~<ion :i Ll 
EXHIBITE 


FORM OF COLLATERAL CERTIFICATE 


_____, 201[_] 


CRE/ADC Venture 2013-1, LLC 

2450 Broadway, 6th Floor 

Santa Monica, CA 90404 

Re: 	 Custodial and Paying Agency Agreement, dated as of October 17, 2013, by and among 

CRE/ADC Venture 2013-1 , LLC, as the Company, ColFin 2013 CRE ADC Funding, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the I nitial Member, and Wells Fargo Bank, National Association, as the 

Custodian and Paying Agent ("Custodial and Paying Agency Agreement"). 

Ladies and Gentle men: 

In accordance with the provisions of Section 6.l(b) of the C ustodial and Paying Agency 

Agreement, the undersigned, as Custodian, hereby certifies that (a) attached hereto is an Asset 

Schedule and Exceptions List as of the date hereof and (b) other than the Exceptions listed as 

part of such Asset Schedule and Exceptions List attached hereto (i) (x) it has received a ll of the 

Custodial Documents with respect to each Asset identified on the Asset Schedule and Exceptions 

List attached hereto, and (y) the Custodial Documents for each such Asset are as listed on such 

Asset Schedule and Exceptions List, (ii) all Custodial Documents have been reviewed and 

examined by the Custodian, and ( iii) based upon its examination of the Custodial D ocuments, 

such documents meet the Review Cri teria and appear (v) regular on their face (i. e., are not 

mutilated, damaged, torn, de faced or otherwise physically altered); (w) to relate to the Assets 

with respect to which they purport to relate; (x) to have been executed by the named parties; (y) 

to be what they purport to be; and (z) where applicable, to be recorded. 

The Custodian makes no representations in or by this Certificate and/or the Custodial and 

Paying Agency Agreement as to: (i) the validity, legality, enforceability or genuineness of any 

of the Custodial Documents or any of the Assets, o r (ii) the collectability, insurabil ity, 

effectiveness or suitability of any ofthe Assets. 

Initially capitalized terms used and not otherwise defined herein shall have the meanings 

assigned to such terms in (including without limitation by reference in) the Custodial and Paying 

Agency Agreement. 

Exhibit E-1 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agree ment 

Version 3. 1.1 
In confirmation of your acknowledgement of the foregoing, please sign this certificate in 

the place provided below and return an executed copy to us. 

WELLS FARGO BANK, NATIONAL 


ASSOCIATION, as the Custodian 


By: _____________________ 


Name: 


Title: 


Acknowledged: 

CRE/ADC VENTURE 2013-1, LLC, as the Company 

By: CoiFin 2013 CRE ADC Funding, LLC, its 

Manager 

By: _______________________ 


Name: 


Title: 


Exhibit E-2 

CRE/ADC Venture 20 13-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
EXHIBIT F 


REVIEW CRITERIA 

1. The Note and Mortgage each appear to bear an original signature or signatures 

purporti ng to be the signature or s ig natures of the Person or Persons named as the maker and 

Borrower, or in the case of copies of the Mortgage, that such copies bear a reproduction of such 

signature. 

2. The amount of the Note 1s the same as the amoun t specified on the related 

Mortgage and Asset Schedule. 

3. The original mortgagee is the same as the payee on the Note. 

4. The Mortgage contains a legal description other th an address, city and state; 

provided that Custodian shall have no respo nsibility for the accuracy, validity or completeness of 

such legal description. 

5. The notary section (acknowledgment) I S present and attached to the related 

Mortgage and is signed. 

6. None of the o rig inal Note, the copy of the Mortgage, or the original Mortgage 

Assignment, contain any notations on their face which appear in the good faith judgment of 

Custodian to evidence any claims, liens, securi ty interests, encumbrances or restrictions on 

transfer or any other alterations which appear irregular on their face, or if altered, such 

alterations have the initials of the person(s) named as the Borrower. 

7. The Note appears to have been endorsed in blank by the orig inal payor or the last 

endorsee. 

8. Each original Mortgage Assignment in blank and any intervening assignment of 

mortgage, if applicable, appears to bear the original s ignature of the named mortgagee or 

beneficiary including any subseque nt assignors, as applicable, or in the case of copies with 

respect to intervening Mortgage Assignments, that such copies appear to bear a reproduction of 

such signature or signatures, and the intervening Mortgage Assignments evidence a complete 

chain of ass ignment and transfer of the related Mortgage from the originating Person to the 

Company or in the case of a MERS Des ignated Loan to MERS®. The Custodian shall have no 

obligation to determine whether the certifications referenced in the foregoing sentence are 

authorized or iss ued by any particular person or officer or by a person who is in fact an 

A uthorized Represe ntative or is otherw ise authentic . 

9. The date of each intervening Mortgage Assignment is on or after the date of the 

related Mortgage and/or the immediately preceding assignment, as the case may be. 

10. The notary section (acknowledgment) is present and attached to each intervening 

assignment and is signed. 

Exhibit F-1 

CRE/ADC Venture 20 13-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
11. Based upon a review of the Note, the Asset number, the Mortgagor's name, the 

address of the Mortgaged Property, the original amount of the Note, the original mortgage 

interest rate, the date of the Note, the first payment date and the maturity date and any other 

fields as mutually agreed upon as set forth in the Asset Schedule are correct. 

12. The Acquired Property Deed appears to bear an original signature or signa tures 

purporting to be the signature or signatures of the Person or Persons named as grantor, or in the 

case of copies of the Acq uired Property Deed, that such copies bear a reproduction of such 

s ign ature. 

13. The Acq uired Property Deed contains a legal description other than address, city 

and state and has evidence of recording thereon, provided that the Custodian shall have no 

responsibility for the accuracy or co mpleteness of such legal descripti o n. 

14. Each document appears to have been executed by th e named parties herein. 

15. The Mortgage, Acquired Property Deed and Mortgage Assignments have 

evidence of recording. 

16. Each MERS Designated Loan has been issued a MERS® identification number. 

Exhibit F-2 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1.1 
EXHIBITG 


FORM OF SUPPLEMENTAL DELIVERY CERTIFICATE 


_____, 201 [_] 


Well s Fargo Doc ument C ustody 

1055 lOth Avenue, SE 

Minneapolis, MN 55414 

Atte ntio n: Kathleen Marshall 

Reference: C RE ADC Ve nture 2013-1 Structured Transaction 

Re : 	 Custodial and Paying Agency Agreement, dated as of October 17, 2013, by and among 

CRE/ADC Venture 2013-1, LLC, as the Company, ColFin 2013 CRE ADC Funding, 

LLC as the Private Owner, the Federal Depos it Insurance Corporation in its capacity as 

the Receiver, as the Initial Member, and Wells Fargo Bank, National Association as the 

Custodian and Paying Agent ("Custodial and Paying Agency Ag reeme nt"). 

Ladies and Gentlemen: 

In accordance with the provis ions of Sectio n 6.1(d) of the Custodial a nd Pay ing Agency 

Agreement, the Company hereby certifies that: (i) attached is a list of additional Custodial 

Documents relating to the Assets, identifying with respect to each s uch Custodial Document the 

related Asset or, as the case may be, relating to any newly acquired Acquired Property, and (ii) 

enclosed with thi s certificate are the Custodial Documents listed on the attached. 

Initially capitalized terms used and not otherwi se defined herein shall have the meanings 

assigned to such terms in (including without limitation by reference in) the Custodial and Paying 

Agency Agreement. 

In confirmation of your acknowl edgement of the foregoing, please s ig n thi s certificate in 

the place provided below and return an executed copy to us. 

Exhibi t G-1 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
CRE/ADC VENTURE 2013-1, LLC, as the 

Company 

By:ColFin 2013 CRE ADC Funding, LLC, its 

Manager 

By: ______________________ 

Name: 

Title: 

Acknowledged: 

WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as the Custodian 

By: _____________________ 

Name: 

Title: 

Exhibit G-2 

CRE/ADC Venture 20 13-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
EXHIBITH 


REQUEST FOR RELEASE AND RECEIPT OF CUSTODIAL DOCUMENTS 

To: 	 Wells Fargo Document Custody 

1055 lOth Avenue, SE 

Minneapolis, MN 55414 

Reference: Request for Release 

Re: 	 Custodial and Paying Agency Agreement, dated as of October 17, 20 13, by and among 

CRE/ADC Venture 2013-1, LLC, as the Company, ColFin 2013 CRE ADC Funding, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member, and Wells Fargo Bank, National Association, as the 

Custodian and Paying Agent ("Custodial and Paying Agency Agreement"). 

In connection with the administration of the Custodial Documents held by you as the 

Custodian pursuant to the Cu stodial and Paying Agency Agreement, we request the release, and 

acknowledge and certify receipt of, the Custodial Documents for the Assets described on 

Schedule A attached hereto for the reason indicated below. 

Reason for Requesting Documents (check one) 

1. 	 Loan to be paid in full or received or discounted pay-off accepted or to be 

accepted as payment in full. 

__2. 	 Loan to be foreclosed on, or to be modified or restructured, or deed to be accepted 

in lieu thereof or required pursu ant to court order or other reason related to 

litigation, as permitted under the Custodial and Paying Agency Agreement. 

__3. 	 Asset agreed to be sold. 

If some or all of the C ustodial Doc uments for a specified Asset have been previously 

released to us, please release to us any additional Cus todial Documents in your possession 

relating to that Asset. If ite m 2 is checked , upo n our return, as appropriate, of the Custod ial 

Documents to you as Custodian, please acknowledge your receipt by signing in the space 

indicated below, and returning this form. 

Exhibit H-1 

CRE/ADC Venture 20 13-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
CRE/ADC VENTURE 2013-1, LLC, as the 

Company 

By:ColFin 2013 CRE ADC Funding, LLC, its 

Manager 

By: _________________________ 


Name: 


Title: 


Acknow !edged: 


WELLS FARGO BANK, NATIONAL 


ASSOCIATION, as the Custodian 


By: ____________________ 


Name: 


Title: 


Exhibi t H-2 

CRE/ADC Venture 20 13-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
EXHIBIT I 


REQUEST FOR RELEASE AND RECEIPT OF PRIVATE OWNER PLEDGED 


ACCOUNT CONTROL AGREEMENT 


To: Wells Fargo Bank, National Association, as Paying Agent 

9062 O ld Annapolis Road 


Columbia, MD 2 1045 


Attention: Client Services Manager 


Reference : CRE ADC Venture 2013-1 Structured Transaction 


Re: 	 Custodial and Paying Agency Agreement, dated as of October 17, 20 13, by and among 

CRE/ADC Venture 2013-1, LLC, as the Company, ColFin 2013 CRE ADC Funding, 

LLC as th e Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member, and Wells Fargo Bank, National Association, as the 

Custodian and Paying Agent ("Custodial and Pay ing Agency Agreement"). 

In connection with the administration of the Private Owner Pledged Account Control 

Agreement he ld by you as the Paying Agent pursuant to the Custodial and Paying Agency 

Agreement, we request the release, and acknowledge and certify receipt of, the Pri vate Owner 

Pledged Account Control Agreement. 

Initial Member 


By: ___________________________ 


Name: 


T itle: 


Exhibit I-1 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
EXHIBIT J 


FEES AND EXPENSES OF CUSTODIAN AND PAYING AGENT 


The Custodian and Paying Agent shall be paid the following fees and expenses pursuant to 

section 8.1 of this Agreement: 

J-1 

CREIADC VcniUrc 20 13- 1 Structured T ransaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1 . 1 
Exhibit K - CRE/ADC Venture 2013-1, LLC 

Exhibit K 

CUSTODIAN AND PAYING AGENT REPORT 

For Due Period Ending [insert date] 

DISTRIBUTION REPORT 

TOTAL FUNDS FOR DISTRIBUTION 

Distributions: 

To Custodian and Paying Agent 

Custodian and Paying Agent Fees and Expenses 

To V erification Contractor 

Ve rification Contractor Amounts 

To W orking Capital Reserve Account 

Re plenishment of Working Capital Reserve 

To Private Owner/ Manager 

Reimbursement of Excess Working Capital Advances 

Interim Management Fee 

M anagement Fee 

Distribution on Equity 

Total to Private Owner/Manager 

To Initial Member 

Interim Servicing Fee 

Distribution on Equity 

Total to Initial Member 

TOTAL DISTRIBUTIONS 

Notes: 

(1) Applicable only to Interim Servic ing Period. 

(2) Applicable to Due Periods following the Interim Servicing Period. 

Wor king Capital Reserve Target 

$ 


$ 


$ 

$ 


$ 

(1) 

(2) 

$ 

$ ( 1) 

$ 


$ 


$ 
EXHIBITL 


FORM OF LOST INSTRUMENT AFFIDAVIT 


(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference 

to Exhibit Land the language "Form ofLost Instrument Affidavit " above.) 

STATE OF _____ § 

§ 

COUNTY OF _____ § 

LOST INSTRUMENT AFFIDAVIT 

(CRE/ADC Venture 2013-1 Structured Transaction) 

Before me, the undersigned authority, personally appeared ------­

who upon being duly cautioned and sworn deposes and says and represents and warrants, to the 

best of his/her knowledge, as follows: 

1. T hat s/he is the ____for CRE/ADC Venture 201 2-1, LLC, whose 

address is ------------------------(the "Custodian"). 

2. The C ustod ian is the document cus todian for CRE/ ADC Venture 201 3-1, 

LLC (the "Company") and, as such, was in possession of certain documents with respect to that 

certain loan, obligation or interest in a loan or o bligation evidenced by a promissory note, 

evidencing an indebtedness or evidencing rights in an indebtedness (the "Instrument"), as 

follows: 

Loan Number: -------------­

Name of Maker: _____________ 

Original Principal Balance: --------­

Date of Instrument: ____________ 

3. That the original Instrument has been lost or misplaced. The Instrument 

was not where it was assumed to be, and a diligent search to locate the I nstrument was 

undertaken, without results. 

4. That if the Custodian subsequently locates the Instrument, the Custodian 

shall use reasonable efforts to provide written notice to the Company and deli ver the Instrument 

to the Company in accordance with written instructions received from the Company (or such 

other party designated in writing by the Company). 

5. That the p urpose of this affidavit is to establish such facts. This affidavit 

shall not confer any rights or benefits, causes or claims, representations or warranties (including, 

Exhibit L-1 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1.1 
without limitation, regarding ownership or title to the Instrument or the obligations evidenced 

there by) upon the Company, its successors or assigns. 

6. That the Custodian he reby indemnifies and holds harmless the Company 

and its Affiliates and their respective successors, assigns, di rectors, officers, e mployees, 

contractors and agents (the "Indemnified Parties") from and against any and all claims 

(including any claim by any individual or entity for the collection of any sums due under or with 

respect to the Instrument) , liabilities, losses, damages, costs and expenses (including reasonable 

attorneys' fees) incurred by a ny of the Indemnified Parties and arising o ut of or resulting from (i) 

the C ustodi an's inab ility to find the Instrument a nd deli ver it to the Company, or (ii) any 

inaccuracy or misstatement of fact, or a breac h of any re presentation, warranty or agreeme nt or 

duty contained, in this affidavit. 

7. This affidavit shall be govern ed by and constru ed in accordance with the 

laws of the State of New Yor k without reference to any rules of conflicts of laws that might refer 

the governance or consu-uction of this affidavit to the law of any other jurisdiction. 

WELLS FARGO BANK, NATIONAL 

ASSOCIATION 

By: ___________________________ 


Name: [ _____--.J 


Title: [_____ 


Signed and sworn to before me this __day of __________ 

Notary Public 


[SEAL] My Commission expires: _____ 


Exhibit L-2 

CRE/ADC Venture 20 13-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
ACKNOWLEDGMENT 

STATE OF ____________ § 

§ 

COUNTY OF ___________ § 

Before me, the undersigned authority, a Notary Public in and for the county and 

state aforesaid, on thi s day personally appeared , known to 

me to be the perso n w hose name is subscribed to the fo regoing instrume nt, as _______ 

of acting in the capacj ty stated above, and acknowledged to 

me that s/he executed the same as the act of , for the 

purposes and consideration th erein expressed, and in the capacity th erein stated. 

G ive n under my hand a nd seal of office on. this the __day of 

------------' 201_ . 

Notary Public 

[SEAL] My Commission expires: _______ 

Exhibit L-3 

CRE/ADC Venture 2013· 1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
OCT-17-2013 09:29 	 I Page:2"7

10116/2913 14:1 	 COLONY CAPITAl.. PAGE 02/07 '--------' 

EXJIIBlrM 

.A.lJ11101UZED REPRESE.NTATlVES 

1. 	 A11thorized Representatives ofthe Company} 

2. 	 Authorized Repre.entatives ofthe Manager. 

Ed Daile~ 

Sianature 

Signature 

Mark M. Hedsqom ., . .... 	~ ­

Thomas Harriaon -	 , 

Kevin Trunkte 

Signature 

3. 	 Authorized R.epreseatatives ofthe Custodian and Paying Agent: 

Amy Mo&empon 

Signature 

.Stephanie Atwell 

Bri•Smith 

SignatUrO 

l. PUI"Sll111t to S.ctioo 17.1 ofthe CUitodial and Paying Agency A~mcnr, unless IJld umfl1hc occum~ otan 

event or ~u t put.su~nt 10 fte LLC ~"' AIJ'OOftlon~ ~~nd the removal of the PriYa1e Owacr a tho Mu~&er purnsant tO the LLC O)toratln& Auument, tho Private OW2Ier ln fls c:.pteity q the Managerwill baY$ 

121e rlgt\t to dnlpte Auth:Orized R.cp~m~atiYCS of m. M~MSer to att (on behalf of the Manager tn Its 

cap&elty as 1ueh) as Aultlorl~cf ~lldvc. ofthe Company. 

B.xhibhM-1 

CQIA.D¢ Vtft!Wit10fl·L SlnleturdTttr41C111en 

E:Vlillitl Cuscod111 and Pa)'l"'~ncy Ap:l!rpctlt 

Vnloll J .1.1 
EXHIBITM 


AUTHORIZED REPRESENTATIVES 


1. Authorized Representatives ofthe Company. 

1 

2. 	 Authorized Representatives ofthe Manager: 

Ed Dailey 

Paul Fuhrman 

Mark M. Hedstrom 

Signature 

Thomas· Harrison 


Kevin Traenkle 


3. 	 Authorized Representatives ofthe Custodian and Paying Agent: 

Amy Mofsenson 

Signature 

Stephanie Atwell 

Signature 

Brian Smith 

Signature 

1. 	 Pursuant to Section 17 .I ofthe Custodial and Paying Agency Agreement, unless and until the occurrence of an 

Event of Default pursuant to the LLC Operating Agreement and the removal of tho Private Owner as the 

Manager pursuant to the LLC Operating Agreement, the Private Owner in its capacity as the Manager will have 

ltlc right to designate Authorized Representatives of the Manager to act (on behalf of the Manager in its 

capacity as such) as Authorized Representatives of the Company. 

Exhibit M-1 

CRFJADC Venture 2013·1 StructuredTransaction 

Exhibits 10 Custodial and Paying Agency Agreement 

Version 3.1.1 
EXHIBITM 

AUTHORIZED REPRESENTATIVES 

1. 	 Authorized Representatives ofthe Company. 

1 

2. 	 Authorized Representatives oftbe Manager: 

Ed Dailey 

Signature 

Paul Fuhrman 

Mark M. Hedstrom 

Thomas Harrison 

Signature 

Kevin Traenkle 

Signature 

3. 	 Authorized Representatives ofthe Custodian and Paying Agent: 

Amy Mofsenson 

Signature 

Stephanie Atwell 

Signature 

Brian Smith 

Signature 

I. 	 Pursuant to Section 17.1 oftbe Custodial and Paying Agency Agreement, unless and until the occUrTence of an 

Event of Default pursuant to the LLC Operating Agreement and the removal of the Private Owner as tho 

Manager pursuant to the LLC Operating Agreement, the Private Owner in its capacity as the Manager will have 

the right to designate Authorized Representatives of the Manager to act (on behalf of the Manager in Its 

capacity as such) as Authori:ud Representatives ofthe Company. 

Exhibit M-1 

CREIADC Venture 2013·1 StnlcturedT111nnction 

Exhibits to Custodial and Paying Ageney Agreement 

Version 3.1.1 
EXffiBITM 

AUTHORIZED REPRESENTATIVES 

1. 	 Authorized Representatives ofthe Company. 

1 

2. 	 Authorized Representatives ofthe Manager: 

Ed Dailey 

Signature 

Paul Fuhrman 

Signature 

Mark M. Hedstrom 

Signature 

Thomas Harrison 

' Signature 

Kevin Traenkle 

Signature 

3. Authorized Representatives ofthe 

Amy Mofsenson 

Stephanie Atwell 

Signature 

Brian Smith 

Signature 

I. 	 Pursuant to Section 17. 1 ofthe Custodial and Paying Agency Agreement, unless and until the occurrence of an 

Event of Default pursuant to the LLC Operating Agreement and the removal of the Private Owner as the 

Manager pursuant to the LLC Operating Agreement, the Private Owner in its capacity as the Manager will have 

the right to designate Authorized Representatives of the Manager to act (on behalf of the Manager in its 

capacity as such) as Authorized Representatives ofthe Company. · 

Exhi bitM-1 

CR£l/ADC Venture 2013-1 Structured 1'ransoction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1. 1 
EXHIBITM 

AUTHORIZED REPRESENTATIVES 

I. 	 Authorized R~prcl:ientati es of the Company.1 

2. 	 Authorized Representatives ofthe Manager: 

Ed Dailey 

Signature 

Paul Fuhrman 

Signature 

Mark M. Hedstrom 

Signa ture 

Signature 

Kevin Traen kle 

Signature 

3. 	 Auchorized Representatives ofthe Custodian and Paying Age:1t: 

Amy Mofsenson_!--_ ___ 

Stephanie Atwell 

Brian Smith 

I. 	 Pursuant to Section 17. 1 of the Custodial and Paying Agency Agreement, unloss and until the occurrence of an 

Bvent of Default pursuant to the LLC Operating Agreement and the removal of the Private Owner as the 

MaMger pursuant to the LLC Operating Ayecment, the Private Owner in its capacity M the MoiUlgcr will have 

the right to designate Au thorized Representatives of the MMager to act (on behalf of the Manager in its 

capacity as such) ns Authorized Reprcscntntlves of the Company. 

Exhibi t M-1 

CRC'ADC Venture 2013-1Stnrctmed Transuction 

l!xhlbils to CU.stooial olldl'nytnn A11cn y Ar,rccmem 

Vtrsion 3.1.1 
OCT-17- 2013 09:29 j 
 letl~/2813 14:1 COLONV CAPITAL PAGE 97/e7 

'----------' 

5. Authorized ReJmsematives ofthe Initial Member ad the TrBns!eror: 

Pbilfp 0. MAAWJQ 

Jocelvn Spec:tgr 

Signature 

William P. Stewart 

Sisnature 

Parldlart Thepyongs 

Signature 

6. Authorized Representatives ofthe Private Owner: 

EdD!ilev 

Signatute 

PaulFuhrma!) 

Signature 

MArk. M. Hecimom 

Kevin Tt49nk1e 

Signature 

ExhibitM-2 
5. 	 Authorized Representatives of the Initial Member and the Transferor: 

Philip G. Mangano 

Signature 

Jocelyn Spector 

Signature 

William P. Stewart 

Signature 


Parichart Thepyon~s 

Signature 

6. 	 Authorized Representatives of the Private Owner: 

Ed Dailey 

Paul Fuhrman 

Mark M. Hedstrom 

Thomas Harrison 

Kevin Traenkle 

Signa~e 

Exhibit M-2 

CREIADC Venture 2013-1 Sttuclured Transaction 

BxhibiiS to Custodial and Payln& Aaenoy Aarccmcnt 

Version 3.1.1 
5. 	 Authorized Representatives of the Initial Member and the Transferor: 

Philip G. Mangano 

Signature 

Jocelvn Soector 

Signature 

William P. Stewart 

Signature 

Parichart Thepvongs 

Signature 

6. 	 Authorized Representatives ofthe Private Owner: 

Ed Dailey 

Signature 


PaulFuhnnan 


Mark M. Hedstrom 


. Thomas Harrison 


Kevin Traenkle 

Signature 

Exhibit M-2 

CREJADC Venture 2013-1 Structured Transaction 

Exhibits toCuswdial and Payins Agency Asrcement 

Version 3.1.1 
Philip G. Mangano 

Jocelvn Spector 

William P. Stewart 

Parichart Thepvongs 

6. Authorized Representatives ofthe Private Owner: 

Ed Dailey 


Paul Fuhrman 


Mark M. Hedstrom 

Signature 

. Thomas Harrison 

Signature 

Kevin Traenkle 

Signature 

Ex hibitM-2 

CREIADC Venture 2013· 1 Structured T11nsaction 

Exhibits to Cwtodial and Payin& Aacncy Ag reement 

VersioR 3. 1.1 
EXHIBITN 


[INTENTIONALLY OMITTED] 


Exhibit N~ I 

ClUJADC V~nH11e 21113, I Stna;nlr~(l Trilll<:Ktinn 

Exhibit'> ro (u~tnrlial and Paying A seney 1\greemlonl 

Ver~<ion :i Ll 
EXHIBITO 


[INTENTIONALLY OMITTED] 


Exhibit 0~ I 

ClUJADC V~nH11e 21113, I Stna;nlr~(l Trilll<:Ktinn 

Exhibit'> ro (u~tnrlial and Paying A seney 1\greemlonl 

Ver~<ion :i Ll 
EXHIBIT P 


[INTENTIONALLY OMITTED] 


Exhibit P~ I 

ClUJADC V~nH11e 21113, I Stna;nlr~(l Trilll<:Ktinn 

Exhibit'> ro (u~tnrlial and Paying A seney 1\greemlonl 

Ver~<ion :i Ll 
EXHIBITQ 


FORM OF PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 


PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 


THIS PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

(as the same shall be amended or supp leme nted, thi s "Agreement") is made and e ntered into as 

of October 17, 2013, by and among ColFin 2013 CRE ADC Funding, LLC, a Delaware limited 

liability company (the "Private Owner"), the Federal Deposit Insurance Corporation in its 

capacity as Receiver, as the Initial Me mber under the LLC Operating Agreement, acting herein 

for itself and for th e benefit of the Company and the Indemnified Parti es as defined in the LLC 

Operating Agreement (in suc h capacity, or any successor thereto as the "Initial Member" under 

the LLC Operating Agreement, the "Initial Member") and Wells Fargo Bank, National 

Association, a National Banking Association (the "Bank"). 

RECITALS 

WHEREAS, for purposes of this Agreement, all terms used in this Agreement 

(including in the preamble and recitals hereto) that are defined in, or by reference in, that certain 

Agreement of Definitio ns- CRE/ADC Venture 20 13-l Structured Transaction dated as of the 

date hereof among the parties hereto and certain others (as the same may be amended from time 

to time in accordance with the terms set forth herein for the amendment of this Agreement) (the 

"Agreeme nt of Definitions"), and are not otherwise defi ned herein , shall have the meanings and 

definitions given, or referred to, in the Agreement of Definitions; 

WHEREAS, p ursuant to the C ustodial and Paying Agency Agreement, the Private 

Owner is required to establish and maintain the "Private Owner Pledged Account" with the 

Bank; 

WHEREAS, the Private Owner has establ ished the following account with the 

Bank in the name of the Private Owner for the benefit of the Initial Member (for itself and for the 

further benefit of the Indemnified Parties), which account is to be maintained with the Bank 

pursuant to the Custodial and Paying Agency Agreement (the "Private Owner Pledged 

Account"): the Pri vate Owner Pledged Account bearing account numb~ and 

WHEREAS, the Private Owner has, pu rsuant to the LLC Operating Agreement, 

assigned by way of collateral security and granted to the Initial Member (for itself and for the 

benefit of the Indemnified Parties) a first priority security interest in the Private Owner Pledged 

Account and all amounts h eld therein and the proceeds thereof as collateral fo r the Private 

Owner Obligations; 

NOW, THEREFORE, in consideration of the foregoi ng and for other good and 

valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties 

Exhibit Q-1 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
hereby (in the case of the Bank, in its individual capacity and in its capacity as the "Paying 

Agent" under the Custodial and Paying Agency Agreement) agree as follows: 

Section 1. Transfers to and from the Private Owner Pledged Account; Control; 

Conflicting Orders or Instructions. (a) The Private Owner Pledged Account shall be funded 

purs uant to the terms of the Custodial and Paying Agency Agreement and the LLC Operating 

Agreement. The parties agree th at all amounts received by the Ba nk for credit to the Private 

Owner Pledged Account are, except as provided below, to be used for the purposes set forth in 

the Custod ial and Paying Agency Agreement a nd the LLC Operating Agreement. The Ba nk 

agrees that if at any time it shall receive any ord er from the Initial Member (i) directing 

disposition of funds in th e Private Owner Pledged Account or (ii) directing transfer or 

redemption of the financial assets relating to the Private Owner Pledged Account, the Bank shall 

comply with such entitleme nt order or instruction without further consent by the Private Owne r 

or any other Person. The Ba nk shall not (i) except as expressly perm itted below with respect to 

Permitted Investments, act on any instruction or entitle ment order of the Private Owner or any 

other Person (other th an the Initial Member) without the prior written consent of the Initial 

M ember, or (ii) cause or permit withd rawals from the Private Owner Pledged Account in a ny 

manner not approved by the Initial Member in writing. The Private Owner may direct the Bank 

to cause funds in the Private Owner Pledged Account to be invested in Permitted Investments 

(which shall remain in and b e credited to the Pri vate Owner Pledged Account) pursu ant to the 

Custodial and Payi ng Agency Agreeme nt (but may not request any transfers or w ithdrawals from 

the Private Owner Pledged Account, including in connection with or as a result of such Permitted 

Investments, it being understood that any such withdrawals, including as may be permitted 

pursuant to the Custodial and Pay ing Agency Agree ment, shall be pursua nt to instructi ons by, or 

w ith the written consent of, th e Initial Member); provided, that, from and after receipt by the 

Bank of a written notice from the Initial Member that an Event of Default has occurred and is 

continuing (a "Notice of Event of Default"), the Bank shall cease to co mply with any such 

instructions or entitleme nt o rders from the Pri vate Owner with respect to Perm itted Investments 

and shall comply exclusively with the Initial Member's instructions and entWement orders 

concerning the in vestment and disposition of fu nds and financial assets in the Priva te Owner 

Pledged Account without furt her consent of the Company. 

(b) Notwithstanding anyth ing to the contrary contained herein, if at any time 

the Bank shall receive conflicti ng o rders or instructions from the Initial Member and the Pri vate 

Owner, the Bank shall follow the orders or instructions of the Initial Member and not the Private 

Owner. 

Section 2 . Private Owner Pled ged Account. The Bank hereby confi rms a nd agrees 

that: 

(a) Neither the Bank nor the Private O wner shall change the name or account 

number of the Private Owner Pledged Account without the prior written consent of the Initial 

M e mber; 

(b) T he Private Owner Pledged Account is a "deposit account" (as defined in 

Section 9-102(a)(29) of the NY UCC) or "securities acco unt" (as defined in Section 8-501 of the 

Exhibi t Q-2 

CRE/ADC Venture 2013· 1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
NY UCC) and the Bank is a " bank" (as defined in Section 9-102(a)(8) of the NY UCC) and a 

"securities intermediary" (as defined in Section 8-102(a)(l4) of the NY UCC); 

(c) If and to the exte nt the Private Owner Pledged Account is a " securities 

account" (as defined in Section 8-501 of the NY UCC): 

(i) all securities, financial assets or other property credited to the 

Private Owner Pledged Account other than cash shall be registered in the name of the Bank, 

indorsed to the Bank or in blank or credited to another securities account maintained in the name 

of the Bank. In no case wi ll any financ ial asset credited to the Private Owner Pledged Account 

be registered in the name of the Private Owner, payable to the order of the Private Owner or 

specially indorsed to the Private Owner unless the foregoing have been specially indorsed to the 

Bank or in blank; 

(ii) all finan cial assets delivered to th e Bank pursuant to the Custodi al 

and Paying Agency Agreement will be promptl y cred ited to the Private Owner Pl edged Account; 

and 

(iii) the Bank here by agrees that each item of property (whethe r 

investment property , financi al asset, security, instrument or cash) credited to the Private Owne r 

Pledged Account (to the exte nt that it constitutes a "securities account" (as defined in Section 8­

501 of the NY UCC)) shall be treated as a "financial asset" within the meaning of Section 8­

102(a)(9) ofthe NY UCC; 

(d) Without limitation of the Initial Member 's rights under Sectio n I abo ve, 

from and after receipt of a Notice of Event of Default fro m the Initial Member, the B a nk shall 

comply with any stop payment orders given by the Initial Member with respect to items 

presented for payment by the Private Owner; 

(e) There are no other ag reeme nts entered into between the Bank and the 

Private Owner with respect to the Private Owner Pledged Account other than the Cus todial and 

Paying A gency Agreement and the LLC Operating Agreement that would affect the Bank's 

abiliti es to carry out its duti es as set forth herein; 

(f) The B ank has not entered into, and until the termination of this Agreement 

wi ll not enter into , any agreement with any other Perso n relating to the Private Owner Pledged 

Account and/or any funds held therein pursuant to which it has agreed, or will agree, to comply 

w ith entitleme nt orders (as defined in Section 8-1 02(a)(8) of the NY UCC) or instructions 

(within th e meaning of Sectio n 9- 104 of the NY UCC) of such other Person; and 

(g) The B ank has not entered into, and until the termination of thi s Agreement 

w ill not enter into, any agreeme nt with the Private Owner purportin g to limit or condition the 

obligation of the Bank to comply with e ntitleme nt orders (as defined in Section 8-10 2(a)(8) of 

the NY UCC) or instructions (as defined in Section 9-104 of the NY UCC) of the Initial Member 

as set forth in Section 1 above. 

Exhibit Q-3 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3.1.1 
Section 3 . Private Owner Pled ged Account Acknowledgement. The Pri va te Owner 

here by acknowledges that (i) the Private Owner Pledged Account is the "Private Owner Pledged 

Account" referenced in the LLC Operating Agreement, and (ii) for purposes of the pledge of a 

first priority lien on and sec urity interest in the Private Owner Pl edged Account unde r the LLC 

Operating Agreement, the security interest granted there under includes a security interest in all 

amounts on deposit in the Private Owner Pledged Account, and any and all Investment Property, 

Financial Assets or other Property (including unin vested funds) from time to time credited to the 

Private Owner Pledged Account or de posited or carried therein, any and all investments made 

with funds therein, and any and all proceeds, products, income, benefits, substitutio ns or 

replacements to any of the foregoing, whether now owned or existing, or hereafter acquired and 

arising in. For purposes of this Section 3, "In vestme nt Property", "Financial Assets" and 

" Property" shall eac h have the meanin g g iven to such terms in th e NY UCC. 

Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Bank has 

or subsequently obtains by agreement, by operation of law or otherwise a security interest in the 

Private Owner Pledged Account or any funds held therein, the Bank hereby agrees th at such 

security interest shall be subordinate to the security interest of the Initial Member. The funds 

and other items deposited into the Private O wner Pl edged Account will not be subj ect to 

deduction, set-off, banker's lien, or any other right in favor of any Person other than the Initial 

Member (except that the B ank may set off (i) all amounts due to the Bank in respect of 

customary fees and expenses for the routine maintenance and operation of the Pri vate Owner 

Pledged Account (excluding fees payable pursuant to Section 12), (ii) the face amount of any 

checks which have been credited to the Private Owner Pledged Account but are subseq uently 

returned u npaid because of uncollected or insufficient funds, and (iii) other returned items or 

mistakes made in crediting the Pri vate Owner Pledged Account). 

Section 5. CHOICE OF LAW. 

(a) Law Governing this Agreement. EACH PARTY TO THIS 

AGREEMENT AGREES AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 

OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS 

AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 

THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS 

RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE 

CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, 

AND EACH PARTY TO THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY 

WAIVES ANY CL AIM TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION 

GOVERN THIS AGR EEMENT. NOTHING IN TH]S AGREEMENT SHALL R EQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

(b) Location of Financial Institution. Regardless of any provision in any other 

agreement to the contrary, New York shall be the Bank's jurisdiction for purposes of Section 9­

304 of the NY UCC and the "securiti es intermedi ary's j uri sdiction" for purposes of Section 8­

110 of the NY UCC. 

Exhibi t Q-4 

CRE/ADC Venture 20 13-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agree ment 

Version 3. 1.1 
(c) Law Governing Private Owner Pledged Accoun t. The Private Owner 

Pledged Account shall be go verned by the laws of the State of New York. 

Section 6 . Conflict with Other A greements; Amendment. In th e event of any conflict 

between this Agreeme nt (or any portion hereof) and any othe r agreement between the Pri vate 

Owner and the Bank now existing or hereafter entered into, the terms of this Agreement shall 

prevail. No amendment or modifi cation of thi s Agreement or waiver of any right hereunder shall 

be bind ing on any party hereto unless it is in writing and i s signed by all of the parties hereto . 

Section 7 . Adver se Claims. Except for the cla ims and interests of the Initial Me mber 

and the Private Owner in the Private Owner Pledged A ccount, the Ba nk does not h ave actual 

knowledge of any claim to, or interest in, the Private Owner Pledged Account or in any 

"financial assets" (as defined in Section 8-102(a) of the NY UCC), cash or funds credited 

the reto. If any Pe rson (other than the Initial Member) asserts any Lie n, enc umbrance or adverse 

claim (including any writ, g arnishment, judgment, warrant of attachment, execution or similar 

process) against the Private O wner Pledged Account or against any funds held therein, upon a 

Responsible Officer of the Bank receiv ing writte n notice of such li en, encumbrance or adverse 

claim, the Bank will promptly notify the Initial Membe r and the Private Owner thereof. For the 

purposes of this Section 7, a "Responsible Officer" of th e Bank means any managing director, 

director, assoc iate, pri ncipal, vice president, assistan t vice president, secretary, assistant 

secretary, treasurer, assistant treasurer, trust officer or an y other officer of the Bank customarily 

performing functions s imilar to those performed by any of the above designated offi cers a nd 

directly respo nsible for the administration of thi s Agreement and also means, with respect to a 

particular corporate trust matter , any other officer to whom such matter is referred because of his 

or her knowledge of and familiarity with the particular subj ect. 

Section 8. Successors. The term s of this Agreement shall be binding upon , and shall 

inure to the benefit of, the parties hereto and their respective successors and assigns (including, 

for the avoidance of doubt, the Persons from time to time constituting the "Initial Member" 

under the LLC Operating Ag reement (in the ir respective capacities as such)). 

Section 9 . Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under o r by reason of the provisio ns of thi s 

Agreement shall be delivere d in accordance with (and subj ect to) the provisions of the Notice 

Schedule (whi ch Notice Schedul e is here by incorporated by refere nce); provided, that. service of 

any writ, process or summo ns in any sui t, action or proceeding aris ing out of, relatin g to, or in 

connection with this Agreeme nt or any Transaction Document shall be subject to the appli cable 

pro visions in Section 14(c). 

Section 10. Termination. The obligations of the Bank to the Initial Member pursuant 

to this Agreement s hall cont inue in effect until the earli e r of (i) the Initial Member has notified 

the Ba nk of termination of this Agreement in wri ting or (ii) the Bank has resigned or been 

removed under the terms of the Custodial and Paying Agency Agreement and (x) all funds 

deposited in the Private O w ner Pledged Account have been transferred to the successor to the 

Bank as C ustodian a nd Paying Agent, purs uant to Sectio n 9 .l(d) of the Custodial and Pay ing 

Agency Agreement, and (y) such successor C ustodia n and Paying Agent and the Private O wner 

Exhibi t Q-5 

CRE/ADC Venture 20 13· 1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
(which the Private Owner will do upon demand of the Initial Member) executes and delivers to 

the Initial Member a Private Owner Pledged Account Control Agreement in the form of Exhibit 

Q to the Custodial and Paying Agency Agreement or otherwise satisfactory to the Initial 

Member. The Initi al Me mbe r agrees with the Private Owner to provide a Notice of Termination 

in substantially the form of Exhibit A hereto to the Bank on or after the termination of the Initial 

Member 's security interest in the Private Owner Pledged Account pursuant to, or as otherwise 

provided by, the terms of the LLC Operating Agreement. 

Section 11 . Limitation of Liabi lity; Inde mnification of the Bank. The Private Owner 

and the Initial Member here by agree that (a) the Bank is. released from any and all liabilities to 

the Private Owner and the Initial Member arising from the terms of this Agreement and 

compliance by the Bank with the terms hereof, except to the extent that such liabilities arise from 

the Bank's bad faith, willful misconduct or negligence and (b) the Private Owner, its successors 

and assigns shall indemnify and save harmless the Bank from and against any loss, liability or 

expense incurred without bad faith , willful misconduct or negligence on the part of the Bank, its 

officers, directors and agents, arising out of o r in conn ection with the execution and performance 

of this Agreement or the maintenance of the Private Owner Pledged Account, inc luding the 

reasonable actual costs and expenses of defending themselves against any claim or liability in 

connection with the performance of any of their powers or duties hereunder. The Bank's right to 

indemnification hereunder shall survive the termination of this Agreement and the earlier 

resignation or removal ofthe Bank. 

Section 12. Fees. The B ank shall charge s uch fees for its services under this 

Agreement as shall be set forth in a separate agreement between the Bank and the Private Owner, 

the payment of which fees , together with the Bank's expenses in connection herewith (including, 

without limitation, attorneys' and agents' fees and expenses), sha ll be the obligation of the 

Private Owner. The obligation of the P1ivate Owner to pay the B ank such fees and reimburse the 

Bank for such expenses shall survive the resignation or removal of the Bank (for aU fees and 

expenses incurred prior to such resignation or re moval) o r the termination or assig nment of this 

Agreement. 

Section 13. Counterparts. This Agreement may be executed in any number of 

counterparts, including by facsimile or other electro nic m eans of communication, all of which 

shall constitute one and the same instrument, and any party hereto may execute this Agreement 

by signing and delivering one or more counterparts. 

Section 14. Jurisdiction; Venue and Service. 

(a) Each of the Private Owner and the Bank, in each case on behalf of itself 

and its Affiliates, hereby irrevocably and unconditionally: 

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

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

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

commenced by the Initial Member arising out of, re lati ng to, or in connection with thi s 

Agreement or any other Transaction Document, and waives any right to: 

Exhibit Q-6 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum other than the court in which the Initial Member files the suit, 

action or proceeding without the consent of the Initial Member; 

(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 Di strict of Columb ia 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 

Initial Member arising out of, relating to, or in connectio n with thi s Agreement or any other 

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

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

other court or dispute-resolution forum without the consent of the Initial Member; 

(B) assert that venue is improper in the Supreme Co urt 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 Pri vate 

Owner, the Bank, or its Affiliates against the Initial Member arising o ut of, relating to, or in 

connection with this Agreement or any other Transactio n Document in only either the U nited 

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 d ispute-resolution forum without the consent of the Initial 

M ember, 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 o r the United States District 

Court for the District ofColumbia at the option of the Initial Member; 

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

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

jurisdiction to hear a suit, action or proceeding falling within Section 14(a)(iii), to bring that s uit, 

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 Initial Member; and 

(v) agrees, in any suit, action or p roceeding that is brou ght in the 

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

provisions of this Section 14(a), to request that such suit, action or proceeding be referred to the 

Commercial Division of such Court. 

Exhibit Q-7 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
(b) Each of the Private Owner and the Bank, 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, actio n or proceeding falling within Section 14(a) may be enforced in any 

court of competent jurisdiction. 

(c) Subject to the provisions of Section 14(d), each of the Private Owner and 

the Bank, in each case o n behalf of itself and its Affi liates, hereby irrevocably and 

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

p roceedi ng pursuant to Section 14(a) or Section 14(b) may be effected by the mai ling of cop ies 

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

Section 9 (and the Notice Schedule) (with copies to such other Persons as specified therein ); 

provided , however, that the foregoing shall not affect the right of any party to serve process in 

any other manner permitted by Law. Each of the Private Owner and the Bank, in each case on 

behalf of itself and its Affiliates, further agrees that any such service of writs, p rocess or 

summonses in any suit, action or proceeding pursuant to Section 14(a) or Section 14(b) on FDIC 

(in any capacity) shall be in accordance with requirements of applicable Law (includin g 12 CFR 

section 309.7(a)), with additio nal delivery of a copy of such writ, p rocess or summons to the 

FDIC (in its applicable capacity(ies)) pursuant to the notice provisions in Section 9 (and the 

Notice Schedule). 

(d) Noth ing in this Section 14 shall constitute (i) consent to jurisdiction in any 

court by the FDIC (in any capacity), oth er than as expressly provided in Section l 4(a)(iii) and 

Section 14(a)(iv), or (ii) a waiver or li mitation of any provision in the Federal Depos it Insurance 

Act or other applicable Law rel ating to commencement, jurisdiction, venue, limitation s, 

administrative exhaustion, judicial review, removal, remand, continuation or enforcement 

(including as to limitatio ns on attachment or execution upon assets in the possess ion of the 

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

capacity) is a party, including 12 U.S.C. § 1819(b), 1821 (c), 182 1(d), and 1821U). 

Section 15. Balance Reports. The Bank agrees, at the written request of the Initial 

Member on any day on which the Bank is open to conduct its regular banking business other 

than a Saturday, Sunday or public holiday (a "Business Day"), to make available to the Initial 

Member a report ("Balance Report") showing the available balance in the Private Owner 

Pledged Account as of the beginning of such Business Day, either on-line or by electronic mail, 

at the Bank's option. The Company expressly consents to this transmission ofinformation. 

Section 16. Rules of Construction. The Rules of Construction apply to this 

Agreement. 

Section 17. Representati ons of the Bank. The Bank hereby represents: 

(a) The Private Owner Pledged Account has been established as set forth 

herein and the Private Owne r Pledged Account will be m aintained in the manner set forth herein 

until termination of this Agreement; 

Exhibi t Q-8 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
(b) The Private Owner Pledged Account is either (i) a "securities account" (as 

defined in Section 8-501 of the NY UCC) or (ii) a "deposit account" (as defined in Section 9­

102(a)(29) of the NY UCC); 

(c) The Bank is a "securities intermediary" within the meaning of Section 8­

102(a)(l4) of the NY UCC and a " bank" within the meaning of Section 9-102(a)(8) of the NY 

UCC; 

(d) The Bank is not a "clearing corporation" within the meanin g of Section 8­

102(a)(5) ofthe NY UCC; and 

(e) This Agreement is the valid and legally binding obligation of the Bank. 

[SIGNATURE PAGE FOLLOWS] 

Exhibit Q-9 

CRE/ADC Venture 20 13-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
IN WITNESS WHEREOF, the parties hereto have ca used thi s Private Owner 

Pledged Account Control Agreement to be executed as of the day and year first above written. 

Private Owner: 

COLFIN 2013 CRE ADC FUNDING, LLC 

By: 

Name: Mark M . Hedstro m 

Title : Vice President 

Initial Member: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFE RRED 

TO HEREIN) 

By: 

Name: Philip G. Mangano 

Title: Assistant Director 

Bank: 

WELLS FARGO BANK, NATIONAL 

ASSOCIATION 

By: ________________ 

Name: Amy Mofsenson 

Title: Vice President 

Ex hibi t Q-10 

CRE/ADC Venture 20 13-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
EXHIBIT A 


FORM OF NOTICE OF TERMINATION 


[LETTERHEAD OF INITIAL MEMBER] 

[Date] 

Wells Fargo Bank, National Association, as the Custodian 

9062 Old Annapolis Road 

Columbia, MD 21045 

Attention: C lient Services Manager 

Reference: CRE ADC Venture 2013-1 Structured Transaction 

Re : Notice of Termination of Private Owner Pledged Account Control Agreem e nt 

You are hereby notified that the Private Owner Pledged Account Contro l Agreement, 

dated as of October 17 , 2013, among you , the undersigned and ColFin 2013 CRE ADC Fundi ng, 

LLC (the "Private Owner"), a copy of which is attached hereto (the "Agreement"), is 

terminated and that you have no further obligations to the Initial Member pursuant to the 

Agreement. Notwithstandin g any previous instructions to you, you are hereby ins tructed to 

accept all future directions with res pect to the Private Owner Pledged Accoun t from the Private 

Owner. This notice terminates any obligations you may have to the Initial Member with respect 

to the Private Owner Pledged Acco unt; provided, howev·er, that nothing contai ned in thi s notice 

shall alter any obligations which you may otherwi se owe to the Initial Member pursuant to any 

other agreement. Capitalized terms used but not defined in thi s notice shall have the meanings 

given to them in the Agreement. 

Very truly yours, 


FEDERAL DEPOSIT INSURANCE 


CORPORATION IN ITS CAPACITY AS 


RECEIVER (AS DEFINED IN THE 


AGREEMENT OF DEFINITlONS REFERRED 


TO HEREIN) 


By: _________________________________ 


Name: 


Title: 


Exhibit Q -11 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
Acknowledged a nd Agreed : 

COLFTN 2013 CRE ADC FUNDING, LLC, 

as Private O wner 

By:_____________ 


Name: 


Title: 


Exhibit Q-12 

CRE/ADC Venture 20 13-1 Structured Transaction 

Exhibi ts to Custodial and Paying Agency Agreement 

Version 3. 1.1 
EXHIBIT R 


FORM OF PO/MANAGER DISTRIBUTION INSTRUCTION 

[LETTERHEAD OF INITIAL MEMBER] 

PO/MANAGER DISTRIBUTION INSTRUCTION 

[Date] 

To: Wells Fargo Bank, National Association, as the Paying Agent 

9062 Old A nnapolis Road 

Columbia, MD 21045 

Reference: CRE ADC Venture 20 13-1 Structured Transaction 

Attn: Client Services Manager 

Re: Custodial and Paying Agency Agreement, dated as of October 17, 2013, by and a mo ng 

CRE/ADC Venture 2013-1, LLC, as the Company, CoiFin 2013 CRE ADC Funding, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the I nitial Member, and Wells Fargo Ba nk, National Association, as the 

Custod ian and Paying Agent ("Custodial and Paying Agency Agreement"). 

This is a PO/Manager Distribution Instruction , being delivered pursuant to Section 5.l(a) of the 

Custodial and Pay ing Agency Agreement. All capitali zed terms used but not defined here in are 

used as defined in (incl ud ing without limitation by reference in) the Custodial and Paying 

Agency Agreement. 

The undersigned, as the Initial Member, hereby instructs the Paying Agent as follows, in each 

case with respect to [Option 1: all amounts oth erwise payable to the Private Own er (in any 

capacity, including as the Manager) by the Paying Agent under the Transaction Documents (the 

"Affected Distributions"), including, without limi tation, the fo llowing:] [Option 2: the 

following a mounts othe rwis·e payable to [the Pri vate Owner] [or] [the Manager] (the " Affected 

Distributions")]: 

1. [any distributions with respect to the Management Fee or Inte rim Management 

Fee pursua nt to Section 5. l(b)(iii) of the Custodial and Paying Agency Agreement][;] [and] 

2. [any di stribution for repayment of Excess Working Capital Advances pursu ant to 

Section 5. l(b)(iv) of the Custodial and Paying Agency Agreement][;] [and] 

Exhibit R-1 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
3. [any distribution of Distributable Cash pursuant to Section 5.l(b)(ix) of the 

Custodial and Paying Agency Agreement (including as a result of any other provision in the 

Transaction Documents directing such application pursuant to such Section 5. l(b)(i x)), to the 

extent payable to the Private Owner (and without affecting any distributi on to the Initial Member 

of its allocable share of any such Distributable Cash)][;] [and] 

4 [any di stributions (otherwise payable to [the Pri vate Owner] [or] [the Manager][, 

as applicable,] held by th e Paying Agent pursua nt to that certain PO/Manager Distribution 

Instruction, dated as of __]. 

[OPTION A- SUSPEND AFFECTED DISTRIBUTIONS: Until further written notice from 

the Initial Member settin g forth otherwise, the Initial Member hereby directs the Paying Agent to 

defer making any such Affected Distributions to [the Private Owner] [and] [the Manager], and to 

hold the same in trust for the [Private Owner] [or] [the Manager][, as applicable) (in each case 

without any accrual of interest or other return). Upon receipt by the Paying Agent of an 

applicable PO/Manager Dis tribution Re instatement Notice, the Paying Agent shall (i) re lease to 

[the Private Owner) [and) [the Manager)[, as applicable,) any such Affected Distributions so held 

in trust by the Paying Agent pursuant to the foregoing (or, as applicable, any remaining balance 

thereof in the event of further instructions having been delivered by the Initial Member as to 

remittance of all or any portio n thereof), and (ii) resume makin g such Affected Distrib utio ns (o n 

a going forward basis, commencing with the Di stribution Date occurring after such receipt) to 

[the Private Owner] [and] [the Manager][, as applicable,] in accordance with the Custodial and 

Paying Agency Agreement and the LLC Operating Agreement.] 

[OPTION B- REMIT AFFECTED DISTRIBUTIONS (OR PORTION THEREOF): [Until 

further written notice from the Initial Member setting forth otherwise, the Initial Member hereby 

directs the Paying Agent as follows with respect to all such Affected Distributions:] 

[Initial Member to add applicable specific instructions (including applicable wire tran~fer 

information) regarding remittance of all or a .specific portion of the Ajj'ected Distributions. At 

the discretion of the Initial Member, these instructions may by their terms apply to all Affected 

Distributions, or to a specific aggregate amount (with these instructions automatically 

terminating following remittance ofsuch aggregate amount as directed by the Initial M ember).] 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAP A CITY AS 

RECEIVER (AS DEFINED TN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN), as the Initial Member 

By:_______________ 

Ex hibi t R-2 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
Name : 

Title: 

Exhibit R-3 


CRE/ADC Venture 20 13-1 Structured Transaction 


Exhibi ts to Custodial and Paying Agency Agree ment 


Version 3. 1. 1 

EXHIBITS 


FORM OF PO/MANAGER DISTRIBUTION REINSTATEMENT NOTICE 


[LETTERHEAD OF INITIAL MEMBER] 

PO/MANAGER DISTRIBUTION REINSTATEMENT NOTICE 

[Date] 

To: Wells Fargo Bank, National Association, as the Custodian 

9062 Old Annapolis Road 

Columbia, MD 21045 

Reference: CRE ADC Venture 2013-1 Structured Transaction 

Attn: Client Services Manager 

Re: Custodial and Paying Agency Agreement, dated as of October 17, 2013, by and among 

CRE/ADC Venture 2013-1, LLC, as the Company, ColFin 2013 CRE ADC Funding, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receive r, as the Initial Member, and Wells Fargo Bank, National Association, as the 

Custodian and Paying Agent ("Custodial and Paying Agency Agreement" ). 

This is a PO/Manager Distribution Reinstatement Notice, being delivered by the Initial Member 

pu rsuant to Section 5. 1 (a) of the Custod ial and Paying Agency Agreement. All capital ized terms 

used but not defined herein are used as defined in (including without limitation by reference in) 

the Custodial and Paying Agency Agreement. 

Reference is made to that certain PO/Manager Distribution In struction, dated as of [_ ], 201 [_], 

pursuant to which the undersigned instructed the Paying Agent to defer making the applicable 

Affected Distributions (as defined therein, and as so defined, referred to herein as the "Affected 

Di stributions") to [the Private Owner] [and] [the Manager][, as applicabl e], and hold the same in 

trust for [the Private Owner] [or] [the Manager][, as applicable] (in each case without any accrual 

of interest or other return) . Pursuant to Section 5.1(a) of the Custodial and Paying Agency 

Agreement, the Initial Member hereby directs the Pay ing Agent to (i) release to [the Private 

Owner] [and] [the Manager][, as applicable ,] any such Affected Distributions so held in trust by 

the Paying Agent (or applicable remaining balance thereof, takin g into account any s ubsequent 

PO/Manager Distributi on Instructions hav ing been delivered by the Initial Member in respect 

thereof) , and (ii) resume makin g such Affected Distributions (on a going forward basis, 

comme ncing with the Distribution Date occurring after the date hereof) to [the Private Owner] 

[and] [the Man ager][, as applicable,] in acco rda nce with the Custodial and Paying Agency 

Agreement and the LLC Operating Agreement. 

Exhibit S-1 

CRE/ADC Venture 2013-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1 
Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN), as the Initial Member 

By:________________ 

Name: 

Title: 

Exhibit S-2 

CRE/ADC Venture 20 13-1 Structured Transaction 

Exhibits to Custodial and Paying Agency Agreement 

Version 3. 1.1