Multibank Structured Transaction 2009-1 CML-ADC 

Execution Version 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

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

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

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

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

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

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

MONEY NOTE, REPRESENTS THAT IT HAS OBTA THIS PURCHASE 

MONEY NOTE IN A TRANSACTION IN COMPLIAN TH THE SECURITIES 

ACT, THE INVESTMENT COMPANY ACT OTHE PLICABLE LAWS OF 

THE UNITED STATES OR ANY OTHER JU I 0 THE 

RESTRICTIONS ON SALE AND T FE T THE CUSTODIAL 

AND PAYING AGENCY AGREE T D T T S PURCHASE 

MONEY NOTE (THE "CUSTOD AGEN GREEMENT"). 

THE HOLDER HEREOF, BY ITS A THIS PUR SE MONEY 

NOTE, FURTHER REP AC E AND AG HAT IT 

WILL NOT REOFFER, WISE TRAN THIS 

PURCHASE MONEY 0 EREIN) EXCEPT 

COMPLIANCE WITH INVESTMENT COMPANY 

ACT AND A HER Y JURISDICTION AND IN 

ACCORD C THER REQUIREMENTS 

SPECIFIE THE T Y AGREEMENT 

REFERRE HEREIN (A) (I) TIS A "QUALIFIED 

PURCHAS WITHIN THEM C ION 3(c)(7) OF THE 

INVESTME OMPANY AC G OR ITS OWN ACCOUNT OR 

FOR THE AC T OF A Q IE SER, (2) THAT (I) WAS NOT 

FORMED FOR URPOSE VESTING IN THE ISSUER (EXCEPT WHEN 

EACH BENEFIC! ER OF PURCHASER IS A QUALIFIED 

PURCHASER), (II) D HE NECESSARY CONSENT FROM ITS 

BENEFICIAL OWNERS I CHASER IS A PRIVATE INVESTMENT 

COMPANY FORMED BEFORE APRIL 30, 1996, (III) IS NOT A BROKER-DEALER 

THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN 

U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A 

PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN 

IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS 

APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE 

MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS 

OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION AND (V) 

AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE 

TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS A 

PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 

Multibank Structured Transaction 2009-1 CML-ADC 

Global!Un-certificated Purchase Money Note Rule 144A A-1 

468-003/AGR/2439360.4 
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 

SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" IN COMPLIANCE 

WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE (1) 

THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATIONS OF THE 

SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN 

OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S OF THE 

SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF 

REGULATIONS UNDER THE SECURITIES ACT AND (2) THAT IS NOT A "U.S. 

RESIDENT" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT 

AND, IN THE CASE OF BOTH CLAUSES (A) AND (B IN A PRINCIPAL 

AMOUNT OF NOT LESS THAN U.S.$500,000 FOR 11 PURCHASER AND FOR 

EACH ACCOUNT FOR WHICH IT IS ACTING. EAC RCHASER OR 

TRANSFEREE OF THIS PURCHASE MONEY NOTE BE DEEMED TO HAVE 

MADE THE REPRESENTATIONS AND A ENT T FORTH IN THE 

CUSTODIAL AND PAYING AGENCY AG.~J'-'"""''-'' 

PRINCIPAL OF THIS CHASE MONEY NOTE IS PAY ABLE AS SET 

FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS 

PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT 

SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE 

MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY 

INQUIRY OF THE PAYING AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY 

NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE 

REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION 

AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF 

THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER (A) IT IS 

Multibank Structured Transaction 2009-1 CML-ADC 2 

Global!Un-certificated Purchase Money Note Rule 144A A-1 

468-003/ AGR/2439360. 4 
NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A 

PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME 

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

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

FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY 

FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY 

SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 

OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, 

HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS 

HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY 

INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT 

PROHIBITED TRANSACTION UNDER SECTION 4 F ERISA OR SECTION 

4975 OF THE CODE (OR, IN THE CASE OF A FOREI GOVERNMENTAL OR 

CHURCH PLAN, A VIOLATION OF ANY SUBST ANT L Y SIMILAR FOREIGN, 

FEDERAL, STATE OR LOCAL LAW). 

PURCHASE MONEY 

'~·r....-. IS WRONGFUL 

AN INTEREST 

DBYAN 

SAGENT 

FORT 7 1273 AND 1275 OF THE 

INTERNAL ,_,_,_,_,. E OED, THIS PURCHASE MONEY 

NOTE IS BEl G E DISCOUNT. YOU MAY 

CONTACT THE T INSURANCE CORPORATION AT 550 17TH 

STREET, N.W., R'-""""u~"'" INGTON, D.C. 20429, ATTENTION: RALPH 

MALAMI, AND THE VIDE YOU WITH THE ISSUE PRICE AND 

THE YIELD TO MA TU S PURCHASE MONEY NOTE. 

THE F AlLURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE 

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

CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

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

OF THE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

NOT A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 

7701(A)(30) OF THE CODE) MAY RESULT IN THE IMPOSITION OF U.S. 

FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN 

RESPECT OF THIS PURCHASE MONEY NOTE. 

Multibank Structured Transaction 2009-1 CML-ADC 3 Global/Un-certificated Purchase Money Note Rule 144A A-I 

468-003/AGR/2439360.4 
INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1IN 

EXCESS THEREOF. 

Multibank Structured Transaction 2009-1 CML-ADC 4 

Global!Un-certificated Purchase Money Note Rule 144A A-1 

468-003/ AGR/2439360.4 
PURCHASE MONEY NOTE 


Certificate No.: NT CL A-1 144A 

ISINNo.: 

CUSIPNo.: 

$46,207,975.00 	 February 9, 2010 

FOR VALUE RECEIVED, Multibank 2009-1 CML-ADC Venture, LLC, a 

Delaware limited liability company (herein referred to as the "Issuer"), hereby 

unconditionally promises to pay to the order of Cede & or its successors and 

registered assigns, the principal sum of$46,207,975.00 o -Six Million Two Hundred 

Seven Thousand Nine Hundred Seventy-Five and 00/100 n ed States Dollars) (or such 

other amount as shall be the outstanding princi t · s Purchase Money Note 

shown on Schedule A hereto). No interest sha tstanding principal 

amount of this Purchase Money Note. r cipal amount ofthis 

Purchase Money Note shall be due pay n ebru , 2 12 (the "Maturity 

Date") or such earlier date as such shall o o e due an ble pursuant to the 

terms of this Purchase Money Note. 

ot s p able in such co currency of 

o 	 a me IS legal tender for ment of 

b ssuer with respect to this Purchase 

set forth in Section 5.1 ofthe 

ary 9, 2010 by and among the 

c acity, the "FDIC"), in its 

corporate c e one otes, the FDIC, as receiver 

for various h ule B hereto (in its separate 

a"M~rch r ceivership, the "Receiver"), the 

Collateral g t p he Reimbursement, Security and 

, 	 nd Wells F g Bank, N.A. (as amended, supplemented or 

· and incl di any substantially similar agreement entered into 

Ulio.Slll:~:iliilrcu odian and paying agent, the "Custodial and 

Pavine: Ae:encv Ae:reemeo ' Th" urchase Money Note is subject to all terms ofthe 

Custodial and Paying Agency Agreement. Unless otherwise defined herein, capitalized 

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

in, the Custodial and Paying Agency Agreement. 

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

prior written consent ofthe Purchase Money Notes Guarantor. Any amount repaid or 

prepaid pursuant to this Purchase Money Note may not be reborrowed. 

The Holder, by acceptance of this Purchase Money Note, covenants and agrees 

that no recourse may be taken, directly or indirectly, with respect to the rights of the 

Issuer pursuant to the Custodial and Paying Agency Agreement or any Ancillary 

Multibank Structured Transaction 2009-1 CML-ADC 5 Global!Un-certificated Purchase Money Note Rule 144A A-1 

468-003/AGR/2439360.4 
Documents or under any certificate or other writing delivered in connection therewith, 

against the Paying Agent or the Servicer or any oftheir Affiliates. 

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

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

time to time by the Holder to the Paying Agent in writing or, at the option ofthe Holder 

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

in writing, in each case without the presentation or surrender ofthis Purchase Money 

Note or the making of any notation hereon. Notwithstanding the foregoing, the final 

payment on this Purchase Money Note will be made only upon presentation and 

surrender of this Purchase Money Note at the office or age cy maintained for that 

purpose by the Paying Agent in Minneapolis, Minneso any payment of principal of, 

or any other amount owed by the Issuer pursuant to, this u hase Money Note becomes 

due and payable on a day other than a Business Day, the m t ity thereof shall be 

extended to the next succeeding Business Day 

fo e ·stration and transfer, duly 

nt nsfer duly executed by, the 

· ing. Upon surrender of this 

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

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

it of the ownership of and the loss, theft, destruction or mutilation ofthis Purchase 

Money Note and (a) in the case ofloss, theft or destruction, of indemnity reasonably 

satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase 

Money Note be issued or in the case ofmutilation, upon surrender and cancellation ofthe 

Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and 

deliver, in lieu thereof, a new Purchase Money Note. 

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat 

the Person in whose name this Purchase Money Note is registered as the owner and 

Multibank Structured Transaction 2009-1 CML-ADC 6 Global/Un-certificated Purchase Money Note Rule 144A A-1 

468-003/AGR/2439360.4 
Holder hereof for all purposes, and none ofthe foregoing shall be affected by notice to 

the contrary. 

The occurrence or continuance of any one or more of the following events, 

whether such occurrence is voluntary or involuntary or comes about or is effected by 

operation of Law or otherwise, shall constitute an "Event of Default" pursuant to this 

Purchase Money Note: 

(a) the occurrence of any "Event of Default," as defined in the 

Reimbursement, Security and Guaranty Agreement; or 

the benefit of creditors; (ii) 

krupt or insolvent or there 

Proceeding; (iv) files a 

gement, composition, 

aw; (v) seeks, consents 

tor of the Issuer or of 

r or other pleading 

..__.__ve t of Default specified in paragraph (a) above, the 

Holder may, with the conse the rchase Money Notes Guarantor, and the Holder 

shall, at the direction ofthe Purchase Money Notes Guarantor, in addition to any other 

available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to 

be immediately due and payable, together with any other amounts owed by the Issuer 

pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid 

principal amount ofthis Purchase Money Note and any other amounts owed by the Issuer 

pursuant to this Purchase Money Note, shall forthwith become immediately due and 

payable without the necessity of any presentment, demand, protest or any other notice of 

any kind, all ofwhich are hereby expressly waived by the Issuer. If an Event of Default 

specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith 

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

other amounts owed by the Issuer pursuant to this Purchase Money Note, without any 

Multibank Structured Transaction 2009-1 CML-ADC 7 

Globai!Un-certificated Purchase Money Note Rule 144A A-1 

468-003/AGR/2439360.4 
action on the part ofthe Holder and without the consent ofthe Purchase Money Notes 

Guarantor. 

If and to the extent the Purchase Money Notes Guarantor makes any payment to 

the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the 

Purchase Money Notes Guarantor shall be subrogated to all ofthe rights of the Holder 

with respect to any claim to which such payment relates to the extent of such payment, 

and the Holder, upon acceptance of any such payment, will be deemed to have assigned 

to the Purchase Money Notes Guarantor any and all claims it may have against the Issuer 

or others and for which the Holder receives payment from the Purchase Money Notes 

Guarantor pursuant to the Purchase Money Notes Guaran . Upon the request of the 

Purchase Money Notes Guarantor, the Holder shall exec t written assignments of such 

claims. 

The Issuer shall pay to the Holder here 

sufficient to pay the Holder's actual and reasona 

including without limitation reasonable orne ' fee . 

No delay, omission or waiv o 

pursuant to this Purchase Money Not 

right of the Holder, nor sh lay, 

deemed a bar to or waiv ofUM!I-iam~"Qr 

as otherwise set forth he 

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

to be given or delivered under or by reason of the provisions ofthis Purchase Money 

Note shall be in writing and shall be mailed or delivered to the applicable address or 

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

address or electronic mail address as shall be designated by such party in a notice to the 

other parties. All such notices and other communications shall be deemed to be given or 

made upon the earlier to occur of (a) actual receipt (or refusal thereof) by the relevant 

party hereto and (b) (i) if delivered by hand or by nationally recognized courier service, 

when signed for (or refused) by or on behalf of the relevant party hereto; ii) if delivered 

Multibank Structured Transaction 2009-1 CML-ADC 8 Global/Un-certificated Purchase Money Note Rule 144A A-1 

468-003/ AGR/2439360. 4 
by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (iii) if 

delivered by electronic mail (which form of delivery is subject to the provisions ofthis 

paragraph), when delivered. In no event shall a voice mail message be effective as a 

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

Ifto the Issuer, to: 

Multibank 2009-1 CML-ADC Venture, LLC 

700 NW 107 A venue, Suite 400 

Miami, Florida 33172 

Attention: Thekla Blaser Salzman 

E-Mail Address: Thekla.Salzman@rialt 

with a copy to: 

Bilzin Sumberg Baena Price & 


200 South Biscayne Boul~rr7t".,.." 

Miami, Florida 33131 40 


Attention: Alan Ax rod 


E-Mail Address: AAxllolr.-tldr.rr'1 


Senior.....,,..,_,_,__ 

FDIC Leg IVI Jon 

Litigation and ions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

E-Mail Address: DGearin@fdic.gov 

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

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

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

Multibank Structured Transaction 2009-1 CML-ADC 9 Global!Un-certificated Purchase Money Note Rule 144A A-I 

468-003/ AGR/24393604 
This Purchase Money Note shall bind the Issuer and the successors of the Issuer, 

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

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

by the written agreement of the Issuer and the Holder, subject in all instances to the terms 

of the Purchase Money Notes Guaranty. 

In any case in which consent of the Holder is required pursuant to the terms of 

this Purchase Money Note, such consent shall be governed by the provisions of the 

Custodial and Paying Agency Agreement. 

This Purchase Money Note and the rights and th ties of the Issuer and the 

Holder pursuant to this Purchase Money Note shall be g e ed by and construed in 

accordance with federal law, but if federal law does not pr v e a rule of decision, it shall 

be governed by and construed in accordance w· e law o t State ofNew York, 

excluding any conflict of laws rule or principle r e governance or the 

construction ofthis Purchase Money No J risdiction. 

(i District 

Court for the Southern e jurisdiction of the United States 

action or proceeding against it or 

any of its A lder is the FDIC; the Holder 

that is the to, or in connection with 

aives any right to: 

an er such suit, action or proceeding to 

court in which the FDIC Holder files 

a ert that venue is improper in either the United 

istrict ofNew York or the United States District 

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

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

Columbia is an inconvenient forum. 

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

State ofNew York for any suit, action or proceeding against it or any of its Affiliates 

commenced by the FDIC Holder arising out of, relating to, or in connection with this 

Purchase Money Note or any Ancillary Document (other than the LLC Operating 

Agreement), and waives any right to: 

Multibank Structured Transaction 2009-1 CML-ADC 10 Global/Un-certificated Purchase Money Note Rule 144A A-1 

468-003/AGR/2439360.4 
(A) remove or transfer such suit, action or proceeding to 

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

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

ofthe State ofNew York; or 

(C) assert that the Supreme Court of the State ofNew 

York is an inconvenient forum. 

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

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

to, or in connection with this Purchase Money Note or a ncillary Document in only 

either the United States District Court for the Southern ·ct ofNew York or the 

United States District Court for the District of Columbia, 

or transfer such suit, action or proceeding to an her cou 

without the consent ofthe FDIC Holder, and a 

suit, action or proceeding to either the U · 

District ofNew York or the United S es D. 

the option ofthe FDIC Holder; and 

(iv) ---~ District ofNew York an 

both lack jurisdiction to 

above, to bring that suit, 

New York, and waives a 

any other co 

(c) visions of paragraph (d), each of the Issuer and 

each Holder, on beha ffiliates, hereby irrevocably and unconditionally 

agrees that service of all nd summonses in any suit, action or proceeding 

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

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

notices set forth in this Purchase Money Note (with copies to such other Persons as 

specified herein); provided, however, that nothing contained in this paragraph (c) shall 

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

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

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

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

right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or 

proceeding against it in any forum. 

Multibank Structured Transaction 2009-1 CML-ADC 11 

Global/Un-certificated Purchase Money Note Rule 144A A-I 

468-003/AGR/2439360.4 
EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY 

AND UNCONDITIONALLY WAlVES ANY RIGHT IT MAY HAVE TO A TRIAL 

BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

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

corresponding Temporary RegulationS Global Note or RegulationS Global Note or for 

the corresponding Certificated Note, in each case subject to the restrictions as set forth in 

the Custodial and Paying Agency Agreement. 

This Global Note is subject to mandatory exch or the corresponding 

Certificated Notes under the limited circumstances set fo h · the Custodial and Paying 

Agency Agreement. 

Upon redemption, repayment, exchange i any interest represented 

by this Global Note, this Global Note sh ~·nP.rw le A hereto to reflect 

the reduction of or increase in the pri 1pal er by. 

Title to Purchase Money Not s 

Notes Register kept by the se Mo 

Paying Agent. 

cover any t 

EFT BLANK] 

Multibank Structured Transaction 2009-1 CML-ADC 12 Globai/Un-certificated Purchase Money Note Rule 144A A-1 

468-003/AGR/2439360.4 
lN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually 

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

Multibank 2009-1 CML-ADC Venture, LLC 

By: 	 Federal Deposit Insurance Corporation, 

as Receiver for various failed financial 

institutions listed on Schedule B hereto, 

as Initial Member 

[Signature Page to Global Purchase Money Note Rule 144A (Class A-Il] 

Mult1bank Structured TransacuC>n 2009·1 CML·AOC 

Gk)bai'Un-cert•ficated Purchase Money l"ote Rule I44A A· I 

46R-'JOj/AGR:2439360 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

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

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

Remaining Principal 

Part of principal amount of amount of this Global 

Date exchange/ Original principal this Global Note te following such Notation made by 

redemption/repayment/ amount ofthis exchanged/redeemed/ x ange/redemption/ or on behalf of the 

increase made Global Note repaid/increased p ment/increase Issuer 

Multibank Structured Transaction 2009-1 CML-ADC A-I 

Global!Un-certificated Purchase Money Note Rule 144A A-1 

468-003/ AGR/2439360. 4 
SCHEDULER 


LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS 


]Bank Name \City \state \Fund !closing Date 

Columbian Bank and Trust Topeka KS 10011 August 22, 2008 1 

Integrity Bank Alpharetta GA 10012 August 29, 2008 1

!Silver State Bank Henderson NV 10013 September 5, 2008 I 

,Freedom Bank Bradenton 10019 October 31, 2008 I 

:Security Pacific Bank Los Angeles 10020 November 7. 2008 I 

November 7, 2008 

IThe Community Bank 10022 

iFranklin Bank, SSB 10021 

November 21, 2008 

10025 December 5, 2008 

1Haven Trust Bank 

1 

Bank of Clark County 

1st Centennial Bank 

!MagnetBank 

,FirstBank Finane 

1004 7 March 20, 2009 

10048 March 27, 2009 

Multi bank Structured Transaction 2009-1 CML-ADC B-1 

Global!Un-certificated Purchase Money Note Rule 144A A-1 

468-003/AGR/2439360.4 
THE DEPOSITORY TRUST COMPANY (DTC) ELIGIBILITY QUESTIONNAIRE 


DTC is a subsidiary of The l>cpository Trust & Clearing Corporation 


To make a nc:w 1ssuc of ,;ccurilics DTC eligible. the completed qucsuon:urc w•th a cOp) of the offerinJ!: Matcmcnt (in prclinnnary l>r tir:al fonn) at least 10 

business days pnor to closing date must be submitted to DTCs Undcrwnting Dept. If C'USIP information i~ n(•t mcludcd. please provide l>'l'C' in wnting of 

cus1p number.;. intere~t rates. and final muturitics at least seven busmcss days prior to the closing date. 

Please check one) 

Municipal BCorporate DLimited Underwriting + 

X ABS CMO 

lease indicate whether or not the issue is a "security" as such term IS 

clincd 1n Art1cle 8 of the Ne"' York Umfomt Commercial ('ode. 

DNo 

lease indicate whether or not the 1ssucr is a United Kingdom entity.

DNo 

Registm:r.f with SEC 

Eligible for resale under rule 144A o:"thc '33 Act 

Eligible for resale under rule Regulation S of the '33 act 

Issuer relying on Section 3~7) of the '40 Act 

Exempt under Ruk 3(a)(2) of the '33 Act 

Exempt under another exe111J'tinn(s): 

ulribank 2009-1 CML-AIX' YEN11JRE LLC 

s this a book-entr) -only issue ( 

nv<.'Stor.;)? DYn 

If yes. a l.ener 1>f Representations!. 

Docs this issue contain a put1tendcr feat 

If yes. a Letter of Representation~ tor nonccuritics is rcquirtcd) 

CO!'ITACT INFOR.\1ATION 

ito Cassano 20 1-499-2051 

Phone 

DTC Participant account number to be credited at the time or 

losing: 

lflead 11ndenvriter is not a DTC Particpant, please prot•ide 

ftllrinf: DTC Participant i11jormation. 

Clearing DTC Part1c1punt: 

~on tact Phone 

Wells Fa'l!o 

Transfer Agent Name 

Amy Doyle 41 0-8S4-2152 

I ransfer Agent Contact !'hone 

Paying Agent Name 

Paying Agent Contact Phone 

Bond Counsel 

Phone 

Phone 

hone 

G PROCF.SSING INt'OR:\1,\TION TO BE 

R AU. lSSl'ES 

If Yes. FAST II 

Name of tirm sh1pping or dclivcrin!! the sccunues: 

Cuntact name: 

Phone: 

.'IIOTE: Please usc the address h~ted on the ( 'l lSI I' INFORMATION page to 

deliver sccuriti~ to DTC at lcasttlOe business day before closing 

for additional informatim1. please contact DTC's 

lntcrfacci1.Jndcrwriting l>epartmcnt at the numbers pnwidcd. 

flY· 

Authorized Officer·~ Signature 

•for non-innlltment ~o:rade R11le 144A i.sun. PORTAl. appro,·al i~ required. Contact NA.<;D at (202)728-8479 
CUSIP INFORMATION 


10~-------------

11~--------------

12~--------------

13~--------------

14~--------------

Interest Rate Finall\laturity/ 

Expiration Date 

l)rinclpal/ Offering Type of Issue* Initial Offering 

0.00% 

0.00% 

0.00% 

0.00% 

0.00% 

0.00% 

* C=Capital Appreciation, P=Put, S= Serial. T=Term 

DTC Undl•rwriting 0<'partmcnt Phone Numbers: 

:Z/25/2012 

:Z/25/2012 

2/25/2013 

2/25/2013 

2/25/2014 

2/2512014 

Amount 

0 T 

0 T -

0 T -

0 T -

0 T -

0 T 

Price 

Issue Eligibility: 

Municipal 

Fax 

Underwriting Processing: 

Fax 

Jnterface/\Jndenvrltlng: 

Fax 

(212)855-3704 

(212)855-3726128 

(212)855-3752/53154155 

{212)855-3607 

(212)855-8820/8821 

(212)855-8703/8707 

Authorization for Closing: 

Closing (212)855-3752153154/55 

Fax (212)855-3607 

Department Managers: 

(212)855-3793/3733 

Fax (212)855-3726/3728 

DTC Mailing Addresses: 

Undenvrltlng Dept 

Attention: Eligibility Department 

The Depository Trust Company 

55 Water Street, 28th Floor 

New York, NY 10041-0099 

Delh·ery of Securities to DTC 

Attent: Interface/Underwriting Dept. 

The Depository Trust Company 

55 Water Street; I SL ·(Underwriting Securities) 

New York, NY 10041·0099 
THE DEPOSITORY TRUST COMPANY (DTC) ELIGIBILITY QliESTIONNAlRE 


DTC is a subsidiary of The llcpository Trust & Clearing Corporation 


To tllllkc: a new is~uc nf securities OTC eligible. the completed quc.~tton:ttrc with a copy of the offering: statement (in prdinnnary or li•~al form) at least 10 

business days pnor to closing date must be submitted to DTCs UndCI'\\Tllini! Dept. lfC'lJSIP information is n~•t mcludcd. please provide I>TC' in writing of 

custp numbers. ill!crcst rates. und final maturities at least seven bustn<'SS days prior to the closing date. 

(Please check one) 

Municipal Ocorporate Dlimited Underwriting + 

x ABs DeMo 

lease indicate whether or not the issue is a "security" as such term IS 

clincd m Art~elc 8 of the Ne\1. VorL: Umiomt Commercial ('ode.

DNo 

lease indicate whether or not the issuer is a United Kingdom entity. 

ONo 

Registen:d with SEC' 

Eligible for resale under rule 144A o:thc '33 Act 

Eligible for resale under rule Rcgulatton S of the '33 lll:t 

Issuer relying on Section 3(0( 7l of the '40 Act 

Exempt under Rul~ J(a)(2) ofthe '33 Act 

Exempt under an\>thcr e)(emption(s): 

ulnbank 2009-1 CML-AIX' VENTURE LLC 

s this a bc><tk-entry-only issue ( 

nvcstors)? DYes 

If yes. a Letter llf Rerresc:ntaticms 1. c 

[>oc:$ this issue conuin a put1tendcr feat 

If yes. a Leiter of J{cprcscntauon~ tor nonceuritic:s is n.:quincd) 

CONTACT INI<'OR.\iATION 

20 1-499-20!'1 

Phone 

DTC Participant account number to be credited at the time of

'flead IINrltmvriter is not a DTC 

-

Particpant, plell!ie pro1•ide 

/~ring DTC Participant ill/ormation. 

I'hone 

Wells Fargo 

Transler Agent Name 

Amy Doyle 410-884-2152 

lransfcr Agent ConUct Phone 

Paying Agent Name 

Paying Agent Contact Phone 

Bond Counsel 

Phone 

Phone 

hone 

JfYcs. FAST:t 

Name of lirm sh1pping or dc:!ivcrinl;! the sccunttes· 

Contact name: 

Phone: 

~OTE: Please use the addn:ss h~ted on the ( 'l :siP INFORMATION page to 

de:liver securiti~ to DTC at least une hustncss day before closing 

For additional infonnation. plca~c contact [)T("s 

lntcrfaccflJndcrwriting Department at the numbers provided. 

flY· 

Authorized Officer's Signature 

'For non-in\·e5lml'nt ~rade Rulr 144A issul'll. PORTAl. appro,al i~ rl'quircd. Contact NA..<;D at (202)728-8479 
* C=Capital Appreciation, P=Put, S= Serial. T=Term 

CUSIP INFORMATION 


DTC Underwriting D<'partment l)honc Numbers: 

FinniMaturlty/ Principal/ Offering Interest Rate Type of Issue* Expiration Date Amount 

0.00% 2/25/2012 0 T - 0.00% 2/25/2012 0 T - 0.00% 2/2512013 0 T - 0.00% 2125/2013 0 T - 0.00% 2/25/2014 0 T - 0.00% 2/25/2014 0 T 

DTC Mailing Addresses: 

Issue Eligibilit)·: 

~unicipal 

Fax 


Underwriting Processing: 


Fax 

Jnterface/lJndenvriting: 

Fax 

(212)855-3 704 

(212)855-3726128 

(212)855-3752/53/54/55 

{212)855-3607 

( 212 )85 5-8820/882 I 

(212)855-8703/8707 

Authorization for Closing: 

Closing (212)855-3752153154/55 

Fax (212)855-3607 

Department Managers: 

(212)855-3793/3733 

Fax (212)855-3726/3728 

Undenvrltlng Dept 

Allention: Eligibility Deportment 

The Depository Trust Company 

55 Water Street, 28th Floor 

New York, NY 10041-0099 

Dellnry of Securities to DTC 

Altcnt: Interface/Underwriting Dept 

The Depository Trust Company 

55 Water Street; ISL ·(Underwriting Securities) 

New York, NY 10041-0099 
The Depository Trust Company 

f.. s~o~.d:ar-y oi :~e Oep:Js;:ory l'r"Js! & Cieanng Cor:Jora:1on 

BLANKET ISSUER LETTER OF REPRESENTATIONS 

(To be cor-:cpieted by Issuer and Co-lssuer(s). if applicable) 

\1ultibank 2009-1 RES-ADC Venture. LLC ·------..-·-,-,----,-­ i?\:s.rne ,..,f L;~uer .:!.nd Co-Jssucr{-s), ifapplicahk.t 

Fehruary 9. 2010 

i c)ate) 

Attention: Lnderv..riting Department 

Tbe Depository Trust Company 

55 Water Street. 1 SL 

:\ew York. NY l 0041-0099 

Ladies and Gentlemen: 

Issuer shall request to be 

e 'or deposit at DTC. and to ad m 

··r represents ((l DTC that issuer 

Arrangements. as they rna;. :1c 

~r.d Dc;:H)~1t !nsur~mcc C0rpuration a:-, 

Rcc.:iv-:r for V;1rio~ts Fad..:J Financul :n~·ai~Ul!-.HL;. 

ZL'.i Sck .\..~.:mb::r .:mJ ~vl31l~~t.~T 

matters. 

Received and t\c..:ept::d >),·· 1:7 /h_:::.!:-2 __ _ THE DEPOSITORY TRUST COMPA:\Y :Pnrt :'\<.:m-:1 

..: ~! F~,J-:;ai :);:pu:-~n ;n~t:r~l:t;;t: c ,·q .. \:r :th.•f' 

_"\_-\;J 1-:: . ...,:;-~:t. :'.\\.· :R~·....•rn :-'--(·~ l: 

\\.:r)~;,:--,~:t··::.. C: i. )··-L29-~::(1li:2 

.' ;'Z ...... I}JJorcc. 

ThB Depository Trd$1 & 

Clt?Mir.~ CarpcratliJif 
S( IIEDU.r A 

; To [{Jd•.:: L>u..?r Lct:cr r·f R·cpr-:sc-ntrllir"lS) 

SA:\1PLE OFFERI:\'G DOCC,lE:'~oT LA:\GL\GE 


DESC'RIBl~G BOOK-F::\TRY-0:'\LY ISSL\:'\CE 


I. '11-.<: Dcpos;tory Trust Compan: ("DTC'), '\cw York. '\Y. wlll ac: llS sccur:t'Cs rkpo~;ton for :he 

sc..:tnti..:s (the "Sc·curitrv's"). The Sccu:lt:es will he :ssucd as full:- -rcgistcrcc sccunttcs rcgJStcrcd tn the :-~ar:·:c of 

Cede & Cc'. \DTC"s partncr:>htp nominee) or such other name as may be requested by Jn <:tlthc\rl/c'd repn.:sc·nt:lllH' 

of DTC. One fully-rcgist,·rcd Sccunty ccrt>fica:c will be issued fer [c;,ch tss:rc of] ''lC Sv·ctmlr.:;. 'each I in the 

agg.rcgatc prrnct pJI amount of such tssuc. am: "til be dqosttcd '' •th DT ··. [If, h,m ..:\cr. the ag;;t e-ga:<: pri:Krpa: 

amount of [.mvj rssu.: exceeds 5500 tn11i1o:~. one ccruiicatc '.d[ be 1s "ith rcspcc: to ca<.:h S5Cf, m:iirc>n d. 

pnncrpal amount, and :m Jddrtwm:l ccrttficatc "til be JSS'-!cd wi:h rc:;pect r.:man~rng ;:llmcJ~';;I :mrl'llnt (Jl such 

lS>llc'.] 

2. DTC. the "enid's largest securities dcpostt ·, ts 

th1.1 '-c" York Bankmg Law,:: "bhnkng organl/.altc•n" \\it 1 

ml'mbcr of the Fcdcrai Rcscn c Svstcm, a "clcarin np . 

Cornrncrctal (.\)de. and a "clcanng agency" rcgr red p 

E.,cbngL -'..:1 ot' 193J. DTC holds and prov 

cquitv rssuc~. corporoJ!c and :r:un•ctpa: debt 1. ·ucs dnd n~onc: 1. 

[) !'("'< p:111 'CI pants ("Drr~-:1 Panlctpants'') dcp,'s 

!Th)\ C1n('nt (1f sccunt!C:S ccrtlfi 

dealers. banl-.s. trust cnn~pJnlc 

,ub:-rd:an of The Dcposttory ·1 

'\atronai Sc(:urrllcs Clearing C 

dealers, banks. trust co:-:~p~n:cs. ar.d 

tit J Dtrc.:t P<::1tL'lp:::o:. c.th.::r ch2ctl:­

[he [)I ( · Ruk' ::;Jpltc:J~):c 

\1vrc i·1f'c"111a:ro:1 ah:JUl DTC c:a:1 he 

:mt ')(; m:td::: by c•r through D:t cc: P<e:·:ic:pnts. 

The O\\ncrsh:p :ntcrcst ol' each rJc:ual p;~:·c::asc-- ,.;' 

on the Dtrcct and i11dtrcct Pantctp;,ms· r~~,Jrcic: 

DTC of tilctr pu:-chasc Iknct~~:J: U" mTs <liT. 

lwwcvcr. C\pcctcd to rccci\· wr. 1 con- 1r.~1 'ns provtdmg d.:tarls 0i the tr;msact:orl. <1S "c.1 as ;x·:h!G.c 

>tatcmcnts ottheir holdmgs. :rom " Dm·ct or I m:ct Partt.::r;.,am through whtch the l3cncficral U" ncr cnterc:d ,nt<> 

r'w trat'5.1Ctron. Transf~:rs of(\\\ ncrs , in the Sccunttcs arc to he <:ccompltshcd b¥ cn:crcs rnade z,n the 

lx>oks ofDircc·: ,,nd Indirect Par1ic1pants acu:1g on bchulf<1flkncicr.J1 Owners. Hc:nc:i.:ral (hq·,er, ,,:·:not rccc:-.c 

cc:1dicatcs 1q.,rcscntmg thcJT c'" ncrsnip interests in Securities. c>,ccpt :n tile C\ cnt that usc ,,f the :'nuk -entry S) stern 

fc,r the Sccur:t ies 1s dbcont:nuc·d. 

·t Tu facti :tate sabscqucnt tr.msfcrs. ail Sc:c:ur!lt<.:s JqJo>llcd by ;);rcct P~rt;c;p~n:,; 1\ ah DTC ;;1c 

r"g,stcrc-1 ll' the name o:· DTC's p<.;rtlrc:·shir' nominee, Cede&. Cc\., ur sucir c\thcr na:nc: a> nn<:, l'c r~ejucstcd lJ, a11 

;,uthon:::d n:prcscntat:vc Gf DTC. The dcpos:t of Scc:~rittes wHh DTC <Jnd :'Kir :cgrstru::nn m 1 hc ncu:1c- uf Cu:C: &. 

Co or >u,:h other DTC nom; nee 1k 11(\t effect nny .;hangc 111 bcncficd C·wncrshlp. DTC has nu KnC\\\ lccgc of' the 

actual [kncfic:JI Owners of the Sccurltlcs: DTCs r"cotds reflect o:rly the: :dcnt1t1 uf th..: Dtrcct p,,:-<.t<.:ipanJ:, lu 

"hi'SC :Jccount> such Sc(;or 1t:cs arc cn:drtc,:. wh1ch may or :11a} not be the I3cncfictrd Owners. The Dncc: ,1:1d 

lminn·t Pan:c:pml!s v;rll rc:mam rc>pons:blc for kccprng JCCc)unt ofthc;r :wldmgs on behalf ofthetr c:ustom..:rs. 

BLO.~ U3/25.:D8 
SCHEDtU: A 

ITo lJ:an!;c: l:i~ucc L·ucr of Rcpn:sc:H;H;ons) 

5. Cc'l"iVt:)Uncc ,,1 not1ccs and other Cc'mmumcatwns by DTC to D1rcc: Pm11cipan•s. by Dm:ct 

Part1~1panrs to lndrrcet Pamr1pants. and by Direct Pamcipants and lndrroct Partrcrpants w Bencticd 0\\ nets>' Jt: be 

go\ cmd hy :.tnangcmcnts ~mong them, subject :o any statutory or regulator:-- requn.::rn..:nt> as rnay jc: in 2fkct trom 

tun.:: w tnnc. IBcncfH:wl 0\cners pf SccuntJCs may w1sh to rake CCJ1ain stops to augment tho transmrsswn to rhcm ·.>!" 

tLltic·e., of sigmtic;mt C\ cnts wnh respect to the Securities, suc:1 as rcdcmptrons. tenders. dcfa"Jits. und pre>;)elscJ 

amendmcms to 1hc Secunty d<.>curn..:nts. For example, Beneficial Owners of Sccuntics may \\ rsh te' asc:cnam that 

the nommcc holding tbc Sccuriucs for their bcr;cilt has at-'Tccd to obtum and transmit nc>trccs to Bcncfic:<d Owners. 

in ;he· ;~llcmJttvc. 13cncficntl 0\\ ncr> may w1sh to pruvidc th..:tr name:, dnd 'ddrcsscs to the r::gistrar :md rcq~cst that 

cop:..:;, c>fnQtlccs b.: pro\idcJ chrcctl; to thcm.l 

[i>. Rcdcmp:ic.n noli.:.:s sha:l be sent to DTC. · Sc~unt1c5 '.\ tt!~i·~ 311 lS<uc arc bcmg 

rcd.::e·m..:d. lYl C 's pract1.;c ;s to dct<.:rmine by lot tho amount of the mtcr;:st n ca h Dtrcc: Par:icip<P't in >UClr ts,uc :v 

be redeemed.] 

'\clt;lcr DTC nvr Cede & Co. (ncr · , L. o;:se1t o-- \\.ltc \\ ith :·cspcct h.! 

Sccuritrcs un:css JU!hotvc-d by a Dtro.:t Partrctp' Prc>n~dt:rT5 l :nJct 1ts u<";,: 

pro.:cdur..::s. DTC nuils an Omntbus Pr<l'·Y to The Onn1bus Pr.>\\ 

ass1gns (\:Jc & Co.·s con~cnting or \·otlng 

credited on the :cc0:-d dute: (tdcnrt:icd m a hstmg 

x. 

1q- 'tl tiC:<: tv cJ..:C c nJ\ l 11> S~'lUfllH.::; :J.ltChi.l;CC <)! :c:dctCe~. thtC•c:,;;J :\S 

f\lt11(1pant. to en sh;dl effect dell\ cr:-- c)f such Sccuri:,c-s by c:l~lSillf,! th: [);reel 

l'Jrttcp.mt tc :ranskr the .c Sccurit;cs. on DTC" s records. w [Tlndc:' 'Rcm;J•lc::mg] \gc:nt 

The Jcqunc'me·nt fe>r physrca in conncctrc>n \\ tth ;m uptlcHlal tender c,r a ~1anda:c,:·v rurch;,sc 

\\ill be dccmcd s;;ttsfrcd \\hen t 1r m the Sc.:,tnt;cs :Jrc t• :J:~stcncd bv Drrcct Panicira:H> o:-r DTC" 

l {I, D rc lll~ly discon:l:lUC pr~)\ ldlng Its ~Cf\ t;.:cs as dcpusnory \\ lfh rc~pc..::t teo the ~CCln:l('S at :..:n:.. llrnc 

ln t-1\ 1;1g rl·a\onabic l~0:1cc :-..1 Issuer or ,\gent. l'ndcr s~:ch ..::irct.n1Stanccs. in :!1c C\ cnt t1'-.~H a .::.ucc:e<;sor dcp~~~1hlr> 1~ 

not ob:uincd. Sccur:tl' ccrtlficatcs :Jrc reqUired to be pnntcd ;md dc:lt'-crcd. 

II. lssu..:r :1<ay dccrdc le' disconttJ~uc usc,,:· the system of booi<-c·ntry-oniy transkrs tl'.wugh DTC (e>r .: 

5ucccss0r sccunttcs dcpos1tory). In that C\Tnt. Sccunty c·nuficatcs \\ill be pnnted ~nd dcll\crcd 10 D 1C. 

12. Jrtc infonmlwn i:1 thts section conccmmg DTC 311d DTCs ho<>k-cT:tr~ systC:l1 ha:, ~Jc<.:n obum~d 

fmm S(lutccs that Issuer be:1c\ c<; :u be rcliab:l', but bsucr take;; nu rcs;:>onsibtlny fur the a;:cur<Jc~ t1Jcrc,)t: 

/3LOR 03i25i03 
The Depository Trust Company 

A subsidiary of The Deposttory Trust & Clearing Corporation 

Representations for Rule 144A Securities 


to be included in DTC Letter of Representations 


\lultibank 2009-1 C\!L-i\.DC Venture, LLC 

\:;me of'"'"" and ('()-!\suer(<), if •pplicable 

Purchase Money :\ote due 2012 

fer under Rule 144A under the 

securities of the same ~:lass :hat 

tsuf'!lo.~;;ta.a CUSIP or CINS identification 

from any CLSIP or CINS 

2. Issuer and A gem: "-'"<l!"-'""·urities. Cede & 

Co. shall be entitled to all ar-p ions payable with 

respect thereto. Issuer and . any DTC Participant r·Par:icipant"J ha' ing 

Securities creditej to its DTC of own.:rship of 'uch Securities. Wi<.hout 

l!miting the i.'i"nP<r~r'i"i7m""""' nrr•ce-11.1!1~ edge tha: DTC srall :reat any Participant 

r:butions (and v01ing rights, if any) in 

uriti;;s. Issuer and Agent recogn'ze 

·b:lity to. monitor or a>certain the 

compliance of ;mwisions: (a) of Rule !-i.fA: \b) of olhcr 

exemptions from ,.._,,,,...,r.,, state or federal :-ccurities law~: or (c) of the 

offering document t!ll~bar.>: c009-l { 'vll.-ADC v cnlUIC l LC 

B:·. 	 FederJi Deposit insurance Corporation ao: 

;{.:c~i' ~r lor Varic·tl> Faikd Finm~ual [n,ti;utl('t>'>. 

:>S ~<'k \kmher and :>tanager 

By:­

1 • .' ': l ~ i '' 

cttJJ orcc. 


Tho Depository Trust & 

CJcarmg Corpoamon 
Multibank Structured Transaction 2009-1 CML-ADC 

Execution Version 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

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

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

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

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

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

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

MONEY NOTE, REPRESENTS THAT IT HAS OBTA THIS PURCHASE 

MONEY NOTE IN A TRANSACTION IN COMPLIAN TH THE SECURITIES 

ACT, THE INVESTMENT COMPANY ACT OTHE PPLICABLE LAWS OF 

THE UNITED STATES OR ANY OTHER J I 0 THE 

RESTRICTIONS ON SALE AND T FE T THE CUSTODIAL 

AND PAYING AGENCY AGREE T D T T S PURCHASE 

MONEY NOTE (THE "CUSTOD AGEN GREEMENT"). 

THE HOLDER HEREOF, BY ITS A THIS PUR SE MONEY 

NOTE, FURTHER REP AC E AND AG HAT IT 

WILL NOT REOFFER, H WISE TRAN THIS 

PURCHASE MONEY 0 S REIN) EXCEPT 

COMPLIANCE WITH INVESTMENT COMPANY 

ACT AND A HER Y JURISDICTION AND IN 

ACCORD C I T THER REQUIREMENTS 

SPECIFIE THE T Y AGREEMENT 

REFERRE HEREIN (A) (1) TIS A "QUALIFIED 

PURCHAS WITHIN THEM C ION 3(c)(7) OF THE 

INVESTME OMPANY AC G OR ITS OWN ACCOUNT OR 

FOR THE AC T OF A Q IE ASER, (2) THAT (I) WAS NOT 

FORMED FOR URPOSE VESTING IN THE ISSUER (EXCEPT WHEN 

EACH BENEFICIA ER OF PURCHASER IS A QUALIFIED 

PURCHASER), (II) D HE NECESSARY CONSENT FROM ITS 

BENEFICIAL OWNERS I CHASER IS A PRIVATE INVESTMENT 

COMPANY FORMED BEFORE APRIL 30, 1996, (III) IS NOT A BROKER-DEALER 

THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN 

U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A 

PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN 

IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS 

APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE 

MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS 

OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION AND (V) 

AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE 

TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS A 

PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 

Multibank Structured Transaction 2009-1 CML-ADC 

Global!Un-certificated Purchase Money Note Rule 144A A-2 

468-003/ AGR/2439175.4 
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 

SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" IN COMPLIANCE 

WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE (1) 

THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATIONS OF THE 

SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN 

OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S OF THE 

SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF 

REGULATIONS UNDER THE SECURITIES ACT AND (2) THAT IS NOT A "U.S. 

RESIDENT" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT 

AND, IN THE CASE OF BOTH CLAUSES (A) AND (B IN A PRINCIPAL 

AMOUNT OF NOT LESS THAN U.S.$500,000 FOR 1i PURCHASER AND FOR 

EACH ACCOUNT FOR WHICH IT IS ACTING. EAC RCHASER OR 

TRANSFEREE OF THIS PURCHASE MONEY NOTE BE DEEMED TO HAVE 

MADE THE REPRESENTATIONS AND A NT T FORTH IN THE 

CUSTODIAL AND PAYING AGENCY AG.~,~,....~· 

PRINCIPAL OF THIS P CHASE MONEY NOTE IS PAYABLE AS SET 

FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS 

PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT 

SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE 

MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY 

INQUIRY OF THE PAYING AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY 

NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE 

REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION 

AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF 

THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER (A) IT IS 

Multibank Structured Transaction 2009-1 CML-ADC 2 

Global/Un-certificated Purchase Money Note Rule 144A A-2 

468-003/AGR/2439175.4 
NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A 

PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME 

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

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

FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY 

FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY 

SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 

OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, 

HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS 

HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY 

INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT 

PROHIBITED TRANSACTION UNDER SECTION 4 F ERISA OR SECTION 

4975 OF THE CODE (OR, IN THE CASE OF A FOREI GOVERNMENTAL OR 

CHURCH PLAN, A VIOLATION OF ANY SUB STANT L Y SIMILAR FOREIGN, 

FEDERAL, STATE OR LOCAL LAW). 

PURCHASE MONEY 

,~,~.....-. IS WRONGFUL 

AN INTEREST 

DBYAN 

FORT 7 1273 AND 1275 OF THE 

INTERNAL ,...,.,.__.,v•E OED, THIS PURCHASE MONEY 

NOTE IS BEl I E DISCOUNT. YOU MAY 

CONTACT THE :r INSURANCE CORPORATION AT 550 17TH 

STREET, N.W., R'U'....._, ...... INGTON, D.C. 20429, ATTENTION: RALPH 

MALAMI, AND THE VIDE YOU WITH THE ISSUE PRICE AND 

THE YIELD TO MATUR S PURCHASE MONEY NOTE. 

THE F AlLURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE 

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

CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

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

OF THE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

NOT A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 

770 I (A)(30) OF THE CODE) MAY RESULT IN THE IMPOSITION OF U.S. 

FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN 

RESPECT OF THIS PURCHASE MONEY NOTE. 

Multibank Structured Transaction 2009-1 CML-ADC 3 Global/Un-certificated Purchase Money Note Rule 144A A-2 

468-003/ AGR/2439175.4 
INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 

IN EXCESS THEREOF. 

Multibank Structured Transaction 2009-1 CML-ADC 4 

Global/Un-certificated Purchase Money Note Rule 144A A-2 

468-003/AGR/2439175.4 
PURCHASE MONEY NOTE 


Certificate No.: 

ISIN No.: 

CUSIPNo.: 

NT CL A-2 144A 

$93,000,000.00 February 9, 2010 

FOR VALUE RECEIVED, Multibank 2009-1 CML-ADC Venture, LLC, a 

Delaware limited liability company (herein referred to as the "Issuer"), hereby 

unconditionally promises to pay to the order ofCede & or its successors and 

registered assigns, the principal sum of$93,000,000.00 i ty-Three Million and 

00/100 United States Dollars) (or such other amount as sh I e the outstanding principal 

amount ofthis Purchase Money Note shown o edule 1\ eto). No interest shall 

accrue on the outstanding principal amount oft ey Note. The entire 

outstanding principal amount ofthis Pur I e due and payable on 

February 25, 2013 (the "Maturi D ") o lier s ch amount shall 

become due and payable pursuant t the rms of · s 

The principal ofthi._-~ a able in such: o or currency of 

the United States ofAm Y. ent · legal tender fo ment of 

the uer with respect to IS Purchase 

ts set forth in Section 5.1 ofthe 

bruary 9, 2010 by and among the 

capacity, the "FDIC"), in its 

otes, the FDIC, as receiver 

ereto (in its separate 

each sue r ceivership, the "Receiver"), the 

ur..WOIYoll'r"to t e Reimbursement, Security and 

as amended, supplemented or 

g any substantially similar agreement entered into 

u odian and paying agent, the "Custodial and 

urchase Money Note is subject to all terms ofthe 

Custodial and Paying Agen ee nt. Unless otherwise defined herein, capitalized 

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

in, the Custodial and Paying Agency Agreement. 

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

prior written consent ofthe Purchase Money Notes Guarantor. Any amount repaid or 

prepaid pursuant to this Purchase Money Note may not be reborrowed. 

The Holder, by acceptance ofthis Purchase Money Note, covenants and agrees 

that no recourse may be taken, directly or indirectly, with respect to the rights ofthe 

Issuer pursuant to the Custodial and Paying Agency Agreement or any Ancillary 

Documents or under any certificate or other writing delivered in connection therewith, 

against the Paying Agent or the Servicer or any oftheir Affiliates. 

Multibank Structured Transaction 2009-1 CML-ADC 5 Global!Un-certificated Purchase Money Note Rule 144A A-2 

468-003/AGR/2439175.4 
Payments on this Purchase Money Note will be made by the Paying Agent by 

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

time to time by the Holder to the Paying Agent in writing or, at the option ofthe Holder 

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

in writing, in each case without the presentation or surrender ofthis Purchase Money 

Note or the making of any notation hereon. Notwithstanding the foregoing, the final 

payment on this Purchase Money Note will be made only upon presentation and 

surrender of this Purchase Money Note at the office or agency maintained for that 

purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of principal of, 

or any other amount owed by the Issuer pursuant to, this Purchase Money Note becomes 

due and payable on a day other than a Business Day, the aturity thereof shall be 

extended to the next succeeding Business Day. 

This Purchase Money Note is limited in right ofpa nt to certain collections 

and recoveries respecting the Loans, all as mo "ficall forth in the Custodial and 

Paying Agency Agreement. As provided in e ingAgency 

Agreement, deposits and withdrawals the e ade by the Paying 

Agent from time to time for purpose othe th Holder. 

This Purchase Money Note is 

surrender to the Paying A 

requested transfer) ofthi Pulll'lm~"-lvJ.ut!i' 

endorsed by, or accomp 

registered holder hereof 

Purchase Moue',....,.~ 

informatio 

transfer, re or 

transferee. 

the transfer 

Upon request by r eo his Purchase Money Note that a new Purchase 

Money Note be issued or up by the Issuer of evidence reasonably satisfactory to 

it of the ownership of and the loss, theft, destruction or mutilation of this Purchase 

Money Note and (a) in the case ofloss, theft or destruction, of indemnity reasonably 

satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase 

Money Note be issued or in the case of mutilation, upon surrender and cancellation ofthe 

Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and 

deliver, in lieu thereof, a new Purchase Money Note. 

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat 

the Person in whose name this Purchase Money Note is registered as the owner and 

Holder hereof for all purposes, and none of the foregoing shall be affected by notice to 

the contrary. 

Multibank Structured Transaction 2009-1 CML-ADC 6 Global!Un-certificated Purchase Money Note Rule 144A A-2 

468-003/AGR/2439175.4 
The occurrence or continuance of any one or more ofthe following events, 

whether such occurrence is voluntary or involuntary or comes about or is effected by 

operation ofLaw or otherwise, shall constitute an "Event of Default" pursuant to this 

Purchase Money Note: 

(a) the occurrence of any "Event ofDefault," as defined in the 

Reimbursement, Security and Guaranty Agreement; or 

, rrangement, composition, 

y Law; (v) seeks, consents 

idator ofthe Issuer or of 

n nswer or other pleading 

·o filed against the Issuer 

Upon th o urrence of a nt o specified in paragraph (a) above, the 

Holder may, with e P rchase Money Notes Guarantor, and the Holder 

shall, at the direction oney Notes Guarantor, in addition to any other 

available remedy, by no· e the Issuer, declare this Purchase Money Note to 

be immediately due and pay her with any other amounts owed by the Issuer 

pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid 

principal amount of this Purchase Money Note and any other amounts owed by the Issuer 

pursuant to this Purchase Money Note, shall forthwith become immediately due and 

payable without the necessity of any presentment, demand, protest or any other notice of 

any kind, all ofwhich are hereby expressly waived by the Issuer. If an Event ofDefault 

specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith 

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

other amounts owed by the Issuer pursuant to this Purchase Money Note, without any 

action on the part ofthe Holder and without the consent ofthe Purchase Money Notes 

Guarantor. 

Multibank Structured Transaction 2009-1 CML-ADC 7 Global!Un-certificated Purchase Money Note Rule 144A A-2 

468-003/AGR/2439175.4 
If and to the extent the Purchase Money Notes Guarantor makes any payment to 

the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the 

Purchase Money Notes Guarantor shall be subrogated to all ofthe rights of the Holder 

with respect to any claim to which such payment relates to the extent of such payment, 

and the Holder, upon acceptance of any such payment, will be deemed to have assigned 

to the Purchase Money Notes Guarantor any and all claims it may have against the Issuer 

or others and for which the Holder receives payment from the Purchase Money Notes 

Guarantor pursuant to the Purchase Money Notes Guaranty. Upon the request ofthe 

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

claims. 

The Issuer shall pay to the Holder hereof such a 1 onal amounts as shall be 

sufficient to pay the Holder's actual and reasonable costs 

including without limitation reasonable attorneys' fees. 

i exercising any right 

such right or any other 

as otherwise set forth herein, the right 

not exclusive of any right ·est 

se Money Note are solute and 

stance whatsoever, and the Issuer 

•..,........~e, all payments pursuant to this 

ect to principal or any other 

ote, without notice, 

demand, co n teme t, suspension, limitation, 

deferment, the Issuer may have against the 

Holder hereo espects to the priority of payment 

~"n"~~ Agency Agreement, and the Issuer 

hereby waives an any defense (other than payment in accordance 

with the terms hereo r laim, setoff or recoupment, or other right which it 

may have against the H y other Person. 

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

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

Note shall be in writing and shall be mailed or delivered to the applicable address or 

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

address or electronic mail address as shall be designated by such party in a notice to the 

other parties. All such notices and other communications shall be deemed to be given or 

made upon the earlier to occur of(a) actual receipt (or refusal thereof) by the relevant 

party hereto and (b) (i) if delivered by hand or by nationally recognized courier service, 

when signed for (or refused) by or on behalf ofthe relevant party hereto; ii) if delivered 

by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (iii) if 

delivered by electronic mail (which form of delivery is subject to the provisions ofthis 

Multibank Structured Transaction 2009-1 CML-ADC 8 

Global!Un-certificated Purchase Money Note Rule 144A A-2 

468-003/ AGR/2439175.4 
paragraph), when delivered. In no event shall a voice mail message be effective as a 

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

Ifto the Issuer, to: 

Multibank 2009-1 CML-ADC Venture, LLC 

700 NW 1 07 A venue, Suite 400 

Miami, Florida 33172 

Attention: Thekla Blaser Salzman 

E-Mail Address: Thekla.Salzman@rialtocapital.com 

with a copy to: 

Bilzin Sumberg Baena Price & Axelrod u; 

200 South Biscayne Boulevard, · e 2500 

Miami, Florida 33131-5340 

Attention: Alan Axelrod 

E-Mail Address: AAx od 

Arlington, Virginia 


Attention: David Gearin 


E-Mail Address: DGearin@fdic.gov 


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

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

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

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

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

Multibank Structured Transaction 2009-1 CML-ADC 9 Global/Un-certificated Purchase Money Note Rule 144A A-2 

468-003/ AGR/2439175.4 
The terms of this Purchase Money Note may be amended from time to time only 

by the written agreement of the Issuer and the Holder, subject in all instances to the terms 

of the Purchase Money Notes Guaranty. 

In any case in which consent ofthe Holder is required pursuant to the terms of 

this Purchase Money Note, such consent shall be governed by the provisions ofthe 

Custodial and Paying Agency Agreement. 

This Purchase Money Note and the rights and the duties ofthe Issuer and the 

Holder pursuant to this Purchase Money Note shall be governed by and construed in 

accordance with federal law, but if federal law does not provide a rule of decision, it shall 

be governed by and construed in accordance with the Ia the State ofNew York, 

excluding any conflict of laws rule or principle that migh r er the governance or the 

construction of this Purchase Money Note to the law of an t r jurisdiction. 

(a) Each of the Issuer and ea 

FDIC; any Holder that is not the FDIC, 

its Affiliates, irrevocably and uncond· 

Holder is not the 

n behalf of itself and 

(i) 

Court for the Southern Dis':Joo'"I-"""-L 

gainst it or 

he Holder 

suit, action or proceeding to 

court hich the FDIC Holder files 

f he FDIC Holder; 

sert that the United States District Court for the 

nited States District Court for the District of 

Columbia is an inconvenient forum. 

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

State ofNew York for any suit, action or proceeding against it or any of its Affiliates 

commenced by the FDIC Holder arising out of, relating to, or in connection with this 

Purchase Money Note or any Ancillary Document (other than the LLC Operating 

Agreement), and waives any right to: 

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

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

Multibank Structured Transaction 2009-1 CML-ADC 10 

Global!Un-certificated Purchase Money Note Rule 144A A-2 

468-003/ AGR/2439175.4 
(B) assert that venue is improper in the Supreme Court 

ofthe State of New York; or 

(C) assert that the Supreme Court ofthe State ofNew 

York is an inconvenient forum. 

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

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

to, or in connection with this Purchase Money Note or any Ancillary Document in only 

either the United States District Court for the Southern District ofNew 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 c or dispute-resolution forum 

without the consent of the FDIC Holder, and agrees to c s t thereafter to transfer of the 

suit, action or proceeding to either the United States Distr1 t ourt for the Southern 

District ofNew York or the United States Dist · ourt fo h District ofColumbia at 

the option ofthe FDIC Holder; and 

both lack jurisdiction to hear a suit, a · 


above, to bring that suit, ac .lool·--.1-' 


New York, and waives ri 


any other court or dispu -r 


-FDIC Holder, on behalf of itself 

I agrees that any final judgment 

entered ag "thin paragraph (a) above may 

be enforce 

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

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

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

right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or 

proceeding against it in any forum. 

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY 

AND UNCONDITIONALLY W AlVES ANY RIGHT IT MAY HAVE TO A TRIAL 

BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

Multibank Structured Transaction 2009-1 CML-ADC II 

Global!Un-certificated Purchase Money Note Rule 144A A-2 

468-003/AGR/2439175.4 
PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

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

corresponding Temporary RegulationS Global Note or RegulationS Global Note or for 

the corresponding Certificated Note, in each case subject to the restrictions as set forth in 

the Custodial and Paying Agency Agreement. 

This Global Note is subject to mandatory exchange for the corresponding 

Certificated Notes under the limited circumstances set forth in the Custodial and Paying 

Agency Agreement. 

Upon redemption, repayment, exchange of or inc in any interest represented 

by this Global Note, this Global Note shall be endorsed on edule A hereto to reflect 

the reduction of or increase in the principal a evidenc d ereby. 

Title to Purchase Money Notes s 

Notes Register kept by the Purchase 

Paying Agent. 

the Purchase Money 

initially shall be the 

Multibank Structured Transaction 2009-1 CML-ADC 12 

Global!Un-certificated Purchase Money Note Rule 144A A-2 

468-003/AGR/2439175.4 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually 

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

Multibank 2009-1 CML-ADC Venture, LLC 

By: 	 Federal Deposit Insurance Corporation, 

as Receiver for various failed financial 

institutions listed on Schedule B hereto, 

as Initial Member 

[Signature Page to Global Purchase Money Note Rule 144A (Class A-2)] 

Mult1bank Stru4."tllrcd Transaction 2009-1 CML-ADC 

Globai/Un-certificated Purchase M<-ney Note Rule 144A .A-2 

4b8-00J:.'\GRi2439175 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

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

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

Remaining Principal 

Part of principal amoWlt of amoWlt of this Global 

Date exchange/ Original principal this Global Note te following such Notation made by 

redemption/repayment/ amoWlt of this exchanged/redeemed/ x ange/redemption/ or on behalf ofthe 

increase made Global Note repaid/increased p ment/increase Issuer 

Multibank Structured Transaction 2009-1 CML-ADC A-1 Global/Un-certificated Purchase Money Note Rule 144A A-2 

468-003/AGR/2439175.4 
SCHEDULEB 


LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS 


iBankName jcitv !state jFund lctosing Date 

Columbian Bank and Trust Topeka KS 10011 August 22, 2008 I 

;Integrity Bank Alpharetta GA 10012 August 29, 2008 

jSilver State Bank Henderson 10013 September 5, 2008 

Freedom Bank Bradenton 10019 October 31, 2008 

:security Pacific Bank Los Angeles 10020 November 7. 2008 

!Franklin Bank, SSB 10021 November 7, 2008 

IThe Community Bank 10022 November 21, 2008 

10025 December 5, 2008 

1004 7 March 20, 2009 

10048 March 27, 2009 

Multibank Structured Transaction 2009-1 CML-ADC B-1 

Global/Un-certificated Purchase Money Note Rule 144A A-2 

468-003/ AGR/2439175.4 
THE DEPOSITORY TRVST COM I~ ANY (DTC) ELIGIBILITY QVESTIONNAIRE 


DTC is a subsidiary of The llcpository Trust & Clearing Corporation 


To truake a nc::w 1$SUc of securities DTC eligible. the completed quesllon:llrc wuh a copy of the offering statement (in pn:limwa1y or ti~:al fonn) at least 10 

business uays pnor to closing uatc must be submitted to DT('s l!ndcrwnting Dept. If CUSIP informatilln i~ n(•t mcludcd. please provide l>TC' in writing of 

cus1p nunlb.:!rs. intcn:st rntcs. anu final maturitic$ at least seven bustnt'SS days prior It) the closing date. 

Please check one) 

Municipal Ocorporate DLimited Underwriting + 

x ABs DeMo 

lease indicate wbcthcr or not the issue is a "security" as such tcnn IS 

dined m Article!! of the Ncl.\ York Umform Commercial Code. 

DNo 

lease indicate whether or not the 1ssucr is a United Kingdnm entity. 

DNa 

Registered with SEC' 

Eligible for resale under rule l44A o:'thc '33 Act 

Eligible for resale under rule Regulation S of the '33 ~~~:t 

Issuer relying on Section 3~7) of the '40 Act 

Exempt under Rule 3(a)(.2) of the '33 Act 

Exempt under another cxemptinn(s): 

ultih:mk 2009·1 CMI.-AIX" VENTURE LLC 

s this a ho<1k-entry·only issue ( 

nvcstors)? DYes 

If yes, a l.ettcr of Representatinns 1. e 

l>ocs this issue contain a put'tendcr feat 

If yes, a Letter of RcprcsL~1tallon~ lor nonccurilics is rcquirtcd) 

CONTACT INFORMATION 

BAR' 

201-199-2051 

Phone 

DTC Participant account number lobe credited at the rime of 

'flead tmdtmvriter is not a DTC Particpanr, pleMe pro11ide 

l~rin1: DTC Participant information. 

I'hone 

Wells FaJ11o 

Transfer Agent Name 

Amy Doyle 4 I 0-8S4-2l 52 

transfer Agent Contact Phone 

Paying Agent Name 

Paying Agent ('ontact Phone 

B(lT1dCounscl 

Phone 

Phone 

hone 

G PROCF.SSING 1Nt'OR~1:\ TJON TO BE 

R AU. L~Sl'ES 

If Yes. FAST It 

Name of tirrn shtpping or tlclivcrin!,! the s~-cunues: 

Cuntact name: 

Phone: 

NOTE: Please usc the addn:ss h~ted on the n:s1P INFOKMATION page to 

deliver sccuritie1; to DTC at least one business day before closing 

For additional infonnatitm. please contact DTC"s 

Interface/Underwriting Department at the numbers pTtlvidcd. 

BYAuthorized Officer·~ Signature 

*For non-innstment l(rade Rule 144A issu..s. PORTAl. appro,·al i~ rt-quired. Contact NASD at (202)728-8479 
CUSIP INFORMATION 


FinniMaturity/ l)rincipal/ Offering Cusip :\umber Interest Rat~ Typ~ of Issue* 

EXJ.!iration Date Amount 

0.00% 2/25/2012 0 T - 0.00% 2/25/2012 0 T - 0.00% 2/25/2013 0 T - 0.00% 2/2512013 0 T - 0.00% 2/25/2014 0 T - 0.00% 2/25/2014 0 T 

7 

8 

9 

10 

ll 

12 

13 

14 

15 

1 

20~------------- * C=Capital Appreciation, P=Put, S"' Serial. T=Term 

DTC Undt•nHiting l)(•partmcnt Phone Numbers: DTC Mailing Addresses: 

Issue Eligibility: 


:>.1unicipal 


Fax 


Underwriting Processing: 


Fax 


lnterface/lJndenvrltlng: 


fax 

(212)855-3704 

(212)855-3726128 

(212)855·3 752/53/54/55 

(212)855-3607 

(212)855-8820/8821 

(212)855-8703/8707 

Authorization for Closing: 

Closing (212)855-3752153154/55 

Fax (212)855-3607 

Department Managers: 

(212)855-3793/3733 

Fax (212)855-3726/3728 

Underwriting Dept 

Attention: Eligibility Deportment 

The Depository Trust Company 

55 Water Street, 28th Floor 

New York, NY I 0041-0099 

Delivery of Securitle$ to DTC 

Attcnt: Interface/Underwriting Dept. 

The Depository Trust Company 

55 Water Street; I SL- (Underwriting Securities) 

New York, NY 10041-0099 
The Depository Trust Company 

A. S.JDS:d:a;y of t~e Dep8Sltory fr"JS! & c:eanng Corpora~IGn 

BLANKET ISSUER LETTER OF REPRESENTATIONS 

(lobe corrcpieted by Issuer and Co-lssuer(s), 1f appilcabie) 

\1ultibank 2009-l RES-ADC Venture. LLC 

l:"·:a:ne ,:f ls~ucr ~nd Co-h.::;uc:r\s), if applicable) 

in 

Attention: Lnderv.riting Department 

The Depository Trust Company 

55 Water Street. 1SL 

\iew York. NY l OO.f 1-0099 

LaJies and Gentlemen: 

This letter sets forth :.c',.·--;.;:: 

Issuer shall request to be 

matters. 

Received and Accepted 

THE DEPOSITORY TRl 

February 9. 2010 

iDatq 

e 'or deposit at DTC. and to act 

'r represents tel DTC that issuer 

:\rranger:1ents. as they ma;. :)c 

ill 

~~.~.1 Dc;>us;t insur:mcc C0rpuration a\ 

Rcc-.:1"-·er for VJ.riou~ Fa:k:J Firu.ncul :nsti~ulJ•lll."l. 

-{ ~-. Ioree. 

Th• Deposirory Tr<!$1 & 

CieMinr; Carporalti){f 
S< 'IIEDLLI: A 

SA,1PLE OFFERI:\'G DO(T\lEYf LA~GL\GE 

DESCRJBI:--;G BOOK-E:\TRY-O~LY ISStrA~CE 

I. The Dcpo5Jtory Trust Company ("DTC'), '\c" York. '\Y. wlil <Kc <JS sc~unt•c<; rkpo<>Jtory t\)r :i1c 

scctl:'I!Jcs (the ··scn;ritJ<:s"). The Sccu:it:cs will be 1ssucd as full: -rc;pstcrcd sccuntics rcgJStcn;d m the n:JJTK' of 

Cede & (\>. (DTCs partncrsh1p nominee) or SLKh other name as may be rcquc>tcd by ~n <:uthc>rlicd rqJJ·v<·nt:nnc 

of DTC. One fully-registered Sccunty .:cl11ficatc will be issued fer [c:.c:h !SS:Jc ofJ :he Sc·cuntlc>. reach I 111 the 

agg.rcgatc pnnc:1pJI am<>unt of such 1ssuc. am! "1ll be dc;Jos1tcd \\'th DT ·. [If. hl'\\C\Cl, the .Jg_glcga:c· !YJ:!Clpa' 

amount of !anvj 1ssuc e.xceeds 5500 mil!JOJ~. vnc ccru'icatc 1dl be IS uc with rcspcc: to e<J<:h S5C:! nrii1on 01 

pnnc1p:.1i amount, and :m ;JddJtlOnd ccrt111catc "i!l be Jss·~tcu with rcspe~t rcman~111g pr1nC1~1:;l :Jllll'tcr\ c,f such 

~S,Ul'. j 

2. DTC. the \\Urld's largest sccuriues dcpos1\G 

the '-c1v York Banking La\\. :: "bur:k1·1g organJ/atic>n" \\it 1 

mc·mber of the Fcdcr:.i Rcscr1 c Svstem. a "clcarin 1rp , on" 

red p 

dea'crs. banks. trust cD:~~p"n:c·s. and 

th.; Dm:..:t P«rtKJ\)h:1L c:thcr ch~ctl;. 

I r,e DH. Ru:c, <•;)pi1C~•)lc 

\1orc i•:f',,m1:J:!o:l ah:>ut DTC cw1 he 

·'· •LJ>t be mad~ by c'r through D:rcc: Pa:-:ic·pants. 

The O\\llcrsh:p :ntcrcst d' each :Jc'ual p:.rc 1rasc ,,; 

or the D1rcct and im.iuc(\ Pan1~1pnts· r~c·.lr~is 

nt ma:10n ti"om DTC of ;hc1r purchase. Bcnct!c:al Ch mTs c:n:. 

h.>1•:.:HT. c\pectcd to rccct\' wr. 1 con~ mat ·>ns provld1ng details vi the tramac\ion. as '"'" :.JS ;x"J<!d'c 

statements of then· hokimgs. from " D11·cct or I 1rc:ct Parnc1;.'anr through wh1ch the Beneficia! 0'.\ ncr v:rcn:ci :nt•) 

r:1c tracs~lctlon_ Transfer~ of O\\ ncrs~ ~ in the Sccunttcs arc to he aLL1.)Tnphshcd b~' cn::1t:s tna(:e ,,n the 

books of DJr-.::c:t ,Hid lndm:ct Panic1pants acting on helm if of lkncfici..ll 0" nc:n tknclicJ;JI 0\\T;(·rs "i:: not rccv. c 

cc:1ificJtcs r-cprcscntn1g their c>\,ncrshtp interests 1!l Securities. c"ccpt ;n the c1cnt that us2 ,.,frh-.:: :1nuk-cnlr) s:>stcm 

l~'l' th-.:: Sccurnic;; IS d1s.:c•ntmuc·d. 

·t T(> t'acli:tatc s;.~bscqucm lr.msiCrs. ail Sc·c·untJcs JqJo>itcd :)y D:rcc: PartiCipan:, ":til DTC Jrc 

reg:stcrcd m the name of DTC"s partr~crshiJ• nominee, Cede&:. Co .. or such c>ther narnc: ll'- nJ<:V b..: r~qu~stcd ~l' Jn 

~·uthorllcd rL·prcsentamT ,,f DTC The ccpos:t of Sccaritics wnh DTC and t

11eH rcgistraunn in the nam.: ut Cede&:. 

Co. Dr Sli..:h other DTC rwmincc do nc>t effect any change 111 bcncficd C•\\ncrship. DTC has nv knov' ledge of' the 

actual Bcncti.:;al Owners or the Sccun\lcs; DTC's r-.::cords reflect only the :dent:tv of tl1e D1rcct f\:rt1cipant\ :u 

"l1<>sc a~t·ounts oLh:h Secur:t:cs arc crcdJh:d. wh1ch may or •::3y not be the Bcndict:d Owners. The Dtrcc: ..l:ld 

l:!t:ll-cc: l'an:c;panrs will rcmam respon:;1blc for kccpmg JCc<>unt ,.,fthcir 11(>1dmgs on behalf of thc1r c·c;:;tome:·:-. 

BLOP U3i25/08 
SCHED\U: A 

( !'o Uiankct lssuc~ Lcllcr of Rcpn:s~n:ali(•I1S) 

5. c,,nvc:yancc of notices and other CC•mmumcatJOns by DTC tc> Dm.:..:: PartiClpams, by D:rc..:t 

l'art\cipants tn i:ld1rect P.m:c1pants. JIHi by Direct P amc:pants and lndm:ct PartiCipants tl1 Bcnctic::J1 (),, nc1 s >' :i: :•c 

gD\ c111d by ;llTJngemcnts among them. sL.bJCCt :o any statutory or regulator~ rcquircm.:nb as nmy )c: i:r .:ft~c·t trom 

t:rnc to tunc. [Bcncf'Kw1 Owners i.'f Se.::unt1cs may wish to take certuin steps to augment the n·ansm1ssion to :hc:-~c ,,f 

n.>tJCc'5 of signtic<Jnt n cn•s with respect to the Sccuri:it~s. s:Jch as redemptions. tenders. ddltJit>. and prc'pc;sc·d 

amendments to the Security di.>cumc:nts. For example. Beneficial Owners of Sccuntics may \\ tsh tc> asc·.::r!am that 

the nominee hold in:; the Sccurittcs f(lr thctr bcncilt h<1s agreed to obtum and transmit •1ot:ccs to Bcnefi c;«l Owners. 

ln chc· altcm;lli\'C, Beneficial(),, ncr; may w:sh to prcnidc thc:ir name;, aml, ddtcsses to the regtstrar :md req~cs: that 

<:O;JIC> c>fno\IC\:5 be: prv\idt::J J:rcctly W them.] 

!i>. Redcmp:i(•n nott.:cs shail be sent to DTC:. ·· t ·Secunties'' ttl:::; :m issue arc being 

rnkc·mcd. lYI ("s pract1<:<: ;s 10 dctc:m1ine by lvt the :tmount of the mtcrest o en h Dtrcc: Par:ici;nlt't in ,uch ts>e:.:: :v 

be rcdccm.:d.] 

'\cnhcr DTC nor Cede & Co. (ncr · . u onsc~1t or \'U1(· \\ ith :':.;:.;peel t~) 

Sc•·uritics un:ess ,1uthorm:d by a Direct P~111ic:p· Pruced:;rcs L'nJct :ts usua. 

procedure;;. DTC matls an Onmthus Pro'y to The On11:1bu> l'r'''·' 

1\ llh SC'Cl:r:tiCS 

n.:spum: b:lit:­

r:.:~ui~T711cnts ~ 

payil'<-'llts to C 

the rcspc•llStb: 

l'CS[l(lllSibtitty 0 

Dm::ct <:nd l:tdncL P· 

J\ c :t; S<.:cuntH:s D.trchu:.cc' or tc::dcrec~. thto~;g 1 1 :ts 

d<.:li' cry of such St:cu:·;:ics by ca~t51Tlf! th; [);rcct 

1e ~ccurittcs. on DTC;; records. to [Tender ·Rcm:J"\;c:mg) \gent. 

· in conncctwn \\ :th ;m upt;cmal tender or a r;;andat•':·v purcbs~ 

prig\' 111 the Sccunt;::s 31'C :·Jnsfc:Ted bv Dtrect Par1iu;,a:lt~ 0:1 lHC' 

,,.._.._....,"'r.dcrcd Sccuntics to [Tcmkr Rcmarkc·tmg] Agent's DT(. ;;cco.t:ttl 

I0. LYI C rni.iy discon:t~uc pr~_)YJcilng 1t~ sen 1::cs as Jcp(>Sltl.:>r~ \\ ith r...:::,pc('t to the Scc~l:·l:tcs at :..~n:-. ttn1~ 

b:- g.t\ 1:1g n..-.:1sonab;c r:o:1cc :'-' lssucr or ,\gent. l'ndcr s~;ch ..::ircL.n1~tanccs. :n r!1c C\ cnt th~t a ~ucce,sor dcp... )Slh!r> 1~ 

110t ob:aincd. ScCL.r:ty cct1Jticatcs ;;rc r~qu1r0d to be prmtt·d Mid dc::,crcd. 

II. lssuc:r 1'11<1\i dcc:de tc• discontinue usc (,;·:he system of boo:..:<ntry-only transfers tr.rough DTC (c>r .: 

successor sccunr:cs dcposl\e>r) ). In tiHtt C\Cnt. Secunty ;·cruficatcs will be prmted und dcJ;,crcd to D I C. 

12. The infonndt10n i:1 th:s section conccming DTC and DTCs bo<>k-(.Ttr) system ha> ~)t:t:n ubum..:d 

i'rom s':>ur C(!S th<tt Issuer beLe\ <.:5 tv be n:l iab\·, but bsucr takes nu res;:>onsib: hty fur the :JCCur;,.::. lhcrcc):·. 

BLOR 03125!08 
The Depository Trust Company 

A subsidiary of The Depository Tr.Jst & Clearing Corporation 

Representations for Rule l44A Securities 

to be included in DTC Letter of Representations 

Multibank 2009-1 CML-ADC Venture, LLC 

'\;~me of h~uer and C<>-fs<utr(q, if applicable 

Purchase Money Note due 20 13 ---.---------------.--,----,------,---,--_---------
 Securit)' Description including series drsignation. if applicable 


···-----------------­

identification number assigned to a Legally o o 

promptly in the event that it is unable to do so. 

information requirements of Rule 

Co. shall be entitled lo all 

respect thereto. Issuer and A !I ·eat any DTC Participant (--Participant") having 

Securities credited to its DTC _.._,~v,.......~ 'n ~ts of ownership of Sclch Securities. \Vithout 

limitir:g the ·kr wicdge that DTC shall treat any Particip;un 

having Securiti tributions (and voting rights, if any) in 

respect of the · dcnc ·•curities. issuer and Agent recognize 

that DTC does aery r:::sponsibiiity !o. monitor or ascertain the 

compliance of provisions: (a) of Rule J,t4A; (bl of other 

exemptions from state or f~derJ.l securities laws: or (c) of the 

offering documents. :V1ult!b<>.nk 21fi9-l C:-.·!1.-:\[)C Vcnture.l.LC 

By F..:der:tl Deposit Insurance Corporaiion a_<.; 

R-:cctvcr i\)r Varioets Faikd Financial lnstitut:on~. 

,l-; s,)k v1embcr and \1anage:r 

By: 

;:r.:;:Jdc:d. trul• ;::·~·!' J:,;: ,,!:,·..: :~,; ~c'-•.!;:~-. ;_; ..,o;j ;;1.;i\.1.:r:t ~P :he ~~v'> :·,.,~,-;-- •• ; K.. ::' .... 

;.:_,_>:::_·i,:J ~·\\..··.:~::-,;·, .. f- 'i :·. ·-..\<~.; :·-,:.· J.::-::-::~.,~:1 ::, ·~:Jcr :::r J -~<·,:·:-- · 

...;:,.t;'..'::; .,·:...,:. ·. .·:-: ,: ..,._. :·c :...::~::· .~;- ·, .· ·:·,;_::;,!. > !~::·;:·-..::t"-.. ":·.. 

\~<·::: .. <·.;;: ··~ 

R:..:;·,;,:··\.·;::•. l,\ :-:. :c·· \';, '). 

t!I)Jorcc. 


Tire Depos1tory Trust & 

Clearing CorporatiOn 
Multibank Structured Transaction 2009-1 CML-ADC 

Execution Version 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

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

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

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

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

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

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

MONEY NOTE, REPRESENTS THAT IT HAS OBTA THIS PURCHASE 

MONEY NOTE IN A TRANSACTION IN COMPLIAN ITH THE SECURITIES 

ACT, THE INVESTMENT COMPANY AC'I OTHE PPLICABLE LAWS OF 

THE UNITED STATES OR ANY OTHER JU I 0 D THE 

RESTRICTIONS ON SALE AND T FE T THE CUSTODIAL 

AND PAYING AGENCY AGREE T D T T S PURCHASE 

MONEY NOTE (THE "CUSTOD AGEN GREEMENT"). 

THE HOLDER HEREOF, BY ITS A THIS PUR SE MONEY 

NOTE, FURTHER REP AC E AND AG HAT IT 

WILL NOT REOFFER, H WISE TRAN THIS 

PURCHASE MONEY 0 S EREIN) EXCEPT 

COMPLIANCE WITH E INVESTMENT COMPANY 

ACT AND A HER Y JURISDICTION AND IN 

ACCORD C I T THER REQUIREMENTS 

SPECIFIE I THE T Y AGREEMENT 

REFERRE HEREIN (A) (1) TIS A "QUALIFIED 

PURCHAS WITHIN THEM C ION 3(c)(7) OF THE 

INVESTME OMPANY AC G OR ITS OWN ACCOUNT OR 

FOR THE AC T OF A Q IE ASER, (2) THAT (I) WAS NOT 

FORMED FOR URPOSE VESTING IN THE ISSUER (EXCEPT WHEN 

EACH BENEFICIA ER OF PURCHASER IS A QUALIFIED 

PURCHASER), (II) D HE NECESSARY CONSENT FROM ITS 

BENEFICIAL OWNERS I CHASER IS A PRIVATE INVESTMENT 

COMPANY FORMED BEFORE APRIL 30, 1996, (III) IS NOT A BROKER-DEALER 

THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN 

U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A 

PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN 

IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS 

APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE 

MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS 

OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION AND (V) 

AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE 

TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS A 

PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 

Multibank Structured Transaction 2009-1 CML-ADC 

Global!Un-certificated Purchase Money Note Rule 144A A-3 

468-003/ AGR/243936 7 4 
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 

SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" IN COMPLIANCE 

WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE (1) 

THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATIONS OF THE 

SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN 

OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S OF THE 

SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF 

REGULATION SUNDER THE SECURITIES ACT AND (2) THAT IS NOT A "U.S. 

RESIDENT" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT 

AND, IN THE CASE OF BOTH CLAUSES (A) AND (B IN A PRINCIPAL 

AMOUNT OF NOT LESS THAN U.S.$500,000 FOR 11 PURCHASER AND FOR 

EACH ACCOUNT FOR WHICH IT IS ACTING. EAC RCHASER OR 

TRANSFEREE OF THIS PURCHASE MONEY NOTE BE DEEMED TO HAVE 

MADE THE REPRESENTATIONS AND A NT T FORTH IN THE 

CUSTODIAL AND PAYING AGENCY AG ~..._.,_.~~ 

PRINCIPAL OF THIS P CHASE MONEY NOTE IS PAY ABLE AS SET 

FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS 

PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT 

SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE 

MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY 

INQUIRY OF THE PAYING AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY 

NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE 

REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION 

AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF 

THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER (A) IT IS 

Multibank Structured Transaction 2009-1 CML-ADC 2 

Global!Un-certificated Purchase Money Note Rule 144A A-3 

468-003/ AGR/2439367 .4 
NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A 

PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME 

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

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

FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY 

FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY 

SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 

OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, 

HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS 

HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY 

INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT 

PROHIBITED TRANSACTION UNDER SECTION 4 F ERISA OR SECTION 

4975 OF THE CODE (OR, IN THE CASE OF A FOREI GOVERNMENTAL OR 

CHURCH PLAN, A VIOLATION OF ANY SUB STANT L Y SIMILAR FOREIGN, 

FEDERAL, STATE OR LOCAL LAW). 

PURCHASE MONEY 

..~,,..,rltr, IS WRONGFUL 

AN INTEREST 

DBYAN 

FOR'T 7 1273 AND 1275 OF THE 

INTERNAL ~.....r~v1E OED, THIS PURCHASE MONEY 

NOTE IS BEl E DISCOUNT. YOU MAY 

CONTACT THE T INSURANCE CORPORATION AT 550 17TH 

STREET, N.W., R INGTON, D.C. 20429, ATTENTION: RALPH 

MALAMI, AND THE VIDE YOU WITH THE ISSUE PRICE AND 

THE YIELD TO MA TU S PURCHASE MONEY NOTE. 

THE F AlLURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE 

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

CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

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

OF THE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

NOT A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 

770l(A)(30) OF THE CODE) MAY RESULT IN THE IMPOSITION OF U.S. 

FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN 

RESPECT OF THIS PURCHASE MONEY NOTE. 

Multibank Structured Transaction 2009-1 CML-ADC 3 Global/Un-certificated Purchase Money Note Rule 144A A-3 

468-003/AGR/2439367.4 
INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 

IN EXCESS THEREOF. 

Multibank Structured Transaction 2009-1 CML-ADC 4 

Global/Un-certificated Purchase Money Note Rule 144A A-3 

468-003/ AGR/2439367 .4 
PURCHASE MONEY NOTE 


Certificate No.: 

ISIN No.: 

CUSIPNo.: 

NT CL A-3 144A 

$46,000,000.00 February 9, 2010 

FOR VALUE RECEIVED, Multibank 2009-1 CML-ADC Venture, LLC, a 

Delaware limited liability company (herein referred to as the "Issuer"), hereby 

unconditionally promises to pay to the order ofCede & or its successors and 

registered assigns, the principal sum of$46,000,000.00 o -Six Million and 00/100 

United States Dollars) (or such other amount as shall betH tstanding principal amount 

ofthis Purchase Money Note shown on Sched hereto). interest shall accrue on 

the outstanding principal amount ofthis Purcha 

principal amount ofthis Purchase Mone o 

2014 (the "Maturity Date") or such lier 

payable pursuant to the terms ofthi Pur 

No . The entire outstanding 

yable on February 25, 

n s all become due and 

The principal ofthi._-~ Note i a able in such o or currency of 

the United States ofAm x ent · legal tender fo 

the uer with respect to ts Purchase 

ts set forth in Section 5.1 ofthe 

bruary 9, 2010 by and among the 

capacity, the "FDIC"), in its 

otes, the FDIC, as receiver 

ereto (in its separate 

each sue r ceivership, the "Receiver"), the 

to t e Reimbursement, Security and 

as amended, supplemented or 

g any substantially similar agreement entered into 

u odian and paying agent, the "Custodial and 

urchase Money Note is subject to all terms ofthe 

Custodial and Paying Agen ree nt. Unless otherwise defined herein, capitalized 

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

in, the Custodial and Paying Agency Agreement. 

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

prior written consent ofthe Purchase Money Notes Guarantor. Any amount repaid or 

prepaid pursuant to this Purchase Money Note may not be reborrowed. 

The Holder, by acceptance of this Purchase Money Note, covenants and agrees 

that no recourse may be taken, directly or indirectly, with respect to the rights ofthe 

Issuer pursuant to the Custodial and Paying Agency Agreement or any Ancillary 

Documents or under any certificate or other writing delivered in connection therewith, 

against the Paying Agent or the Servicer or any oftheir Affiliates. 

Multibank Structured Transaction 2009-1 CML-ADC 5 Global!Un-certificated Purchase Money Note Rule 144A A-3 

468-003/ AGR/2439367 .4 
Payments on this Purchase Money Note will be made by the Paying Agent by 

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

time to time by the Holder to the Paying Agent in writing or, at the option ofthe Holder 

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

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

Note or the making of any notation hereon. Notwithstanding the foregoing, the final 

payment on this Purchase Money Note will be made only upon presentation and 

surrender ofthis Purchase Money Note at the office or agency maintained for that 

purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of principal of, 

or any other amount owed by the Issuer pursuant to, this Purchase Money Note becomes 

due and payable on a day other than a Business Day, the aturity thereof shall be 

extended to the next succeeding Business Day. 

This Purchase Money Note is limited in right ofpa nt to certain collections 

and recoveries respecting the Loans, all as mo "ficall forth in the Custodial and 

Paying Agency Agreement. As provided in e ing Agency 

Agreement, deposits and withdrawals the e ade by the Paying 

Agent from time to time for purpose othe th Holder. 

This Purchase Money Note is 

surrender to the Paying A 

requested transfer) ofthi Pulii"C''l~iWcVJU'III.! 

endorsed by, or accomp 

registered holder hereof 

Purchase Mo~W...-t~~~r 

informatio 

transfer, re or 

transferee. 

the transfer 

ln1'hsl~~e o his Purchase Money Note that a new Purchase 

Money Note be issued or up by the Issuer of evidence reasonably satisfactory to 

it of the ownership of and the loss, theft, destruction or mutilation ofthis Purchase 

Money Note and (a) in the case of loss, theft or destruction, of indemnity reasonably 

satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase 

Money Note be issued or in the case of mutilation, upon surrender and cancellation ofthe 

Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and 

deliver, in lieu thereof, a new Purchase Money Note. 

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat 

the Person in whose name this Purchase Money Note is registered as the owner and 

Holder hereof for all purposes, and none ofthe foregoing shall be affected by notice to 

the contrary. 

Multibank Structured Transaction 2009-1 CML-ADC 6 Global!Un-certificated Purchase Money Note Rule 144A A-3 

468-003/AGR/24393674 
The occurrence or continuance of any one or more ofthe following events, 

whether such occurrence is voluntary or involuntary or comes about or is effected by 

operation of Law or otherwise, shall constitute an "Event of Default" pursuant to this 

Purchase Money Note: 

(a) the occurrence of any "Event ofDefault," as defined in the 

Reimbursement, Security and Guaranty Agreement; or 

(b) 

nt o specified in paragraph (a) above, the 

P rchase Money Notes Guarantor, and the Holder 

oney Notes Guarantor, in addition to any other 

ln'-l~flng the Issuer, declare this Purchase Money Note to 

be immediately due and pay her with any other amounts owed by the Issuer 

pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid 

principal amount of this Purchase Money Note and any other amounts owed by the Issuer 

pursuant to this Purchase Money Note, shall forthwith become immediately due and 

payable without the necessity of any presentment, demand, protest or any other notice of 

any kind, all of which are hereby expressly waived by the Issuer. If an Event of Default 

specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith 

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

other amounts owed by the Issuer pursuant to this Purchase Money Note, without any 

action on the part of the Holder and without the consent ofthe Purchase Money Notes 

Guarantor. 

Multibank Structured Transaction 2009-1 CML-ADC 7 Global!Un-certificated Purchase Money Note Rule 144A A-3 

468-003/ AGR/2439367 .4 
If and to the extent the Purchase Money Notes Guarantor makes any payment to 

the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the 

Purchase Money Notes Guarantor shall be subrogated to all ofthe rights ofthe Holder 

with respect to any claim to which such payment relates to the extent of such payment, 

and the Holder, upon acceptance of any such payment, will be deemed to have assigned 

to the Purchase Money Notes Guarantor any and all claims it may have against the Issuer 

or others and for which the Holder receives payment from the Purchase Money Notes 

Guarantor pursuant to the Purchase Money Notes Guaranty. Upon the request of the 

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

claims. 

The Issuer shall pay to the Holder hereof such a 1 onal amounts as shall be 

sufficient to pay the Holder's actual and reasonable costs 

including without limitation reasonable attorneys' fees. 

i exercising any right 

such right or any other 

se Money Note are solute and 

stance whatsoever, and the Issuer 

e, all payments pursuant to this 

ect to principal or any other 

ote, without notice, 

teme t, suspension, limitation, 

the Issuer may have against the 

espects to the priority of payment 

~llioJ,I;Ioiii'U Agency Agreement, and the Issuer 

hereby waives an y defense (other than payment in accordance 

with the terms hereo r laim, setoff or recoupment, or other right which it 

may have against the H y other Person. 

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

to be given or delivered under or by reason ofthe provisions ofthis Purchase Money 

Note shall be in writing and shall be mailed or delivered to the applicable address or 

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

address or electronic mail address as shall be designated by such party in a notice to the 

other parties. All such notices and other communications shall be deemed to be given or 

made upon the earlier to occur of(a) actual receipt (or refusal thereof) by the relevant 

party hereto and (b) (i) if delivered by hand or by nationally recognized courier service, 

when signed for (or refused) by or on behalf ofthe relevant party hereto; ii) if delivered 

by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (iii) if 

delivered by electronic mail (which form of delivery is subject to the provisions of this 

Multibank Structured Transaction 2009-1 CML-ADC 8 

Global!Un-certificated Purchase Money Note Rule 144A A-3 

468-003/ AGR/24393674 
paragraph), when delivered. In no event shall a voice mail message be effective as a 

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

If to the Issuer, to: 

Multibank 2009-1 CML-ADC Venture, LLC 

700 NW 107 A venue, Suite 400 

Miami, Florida 33172 

Attention: Thekla Blaser Salzman 

Email Address: Thekla.Salzman@rialtocapital.com 

with a copy to: 

Bilzin Sumberg Baena Price & Axelrod L~ 

200 South Biscayne Boulevard, · e 2500 

Miami, Florida 33131-5340 

Attention: Alan Axelrod 

Email: AAxelrod@bil · 

s Branch, Receivership Section 

Arlington, Virginia 


Attention: David Gearin 


Email Address: DGearin(a),fdic.gov 


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

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

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

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

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

Multibank Structured Transaction 2009-1 CML-ADC 9 Global!Un-certificated Purchase Money Note Rule 144A A-3 

468-003/ AGR/2439367 .4 
The terms of this Purchase Money Note may be amended from time to time only 

by the written agreement of the Issuer and the Holder, subject in all instances to the terms 

ofthe Purchase Money Notes Guaranty. 

In any case in which consent ofthe Holder is required pursuant to the terms of 

this Purchase Money Note, such consent shall be governed by the provisions ofthe 

Custodial and Paying Agency Agreement. 

This Purchase Money Note and the rights and the duties ofthe Issuer and the 

Holder pursuant to this Purchase Money Note shall be governed by and construed in 

accordance with federal law, but if federal law does not provide a rule of decision, it shall 

be governed by and construed in accordance with the Ia the State ofNew York, 

excluding any conflict of laws rule or principle that migh r er the governance or the 

construction ofthis Purchase Money Note to the law of an t r jurisdiction. 

(a) Each ofthe Issuer and ea 

FDIC; any Holder that is not the FDIC, 

its Affiliates, irrevocably and uncond" 

Holder is not the 

n behalf of itself and 

(i) 

Court for the Southern Dis • .w--"'-' 

District Court for the Di gainst it or 

he Holder 

suit, action or proceeding to 

any court o court hich the FDIC Holder files 

the suit, act f he FDIC Holder; 

that ve e is improper in either the United 

ew York or the United States District 

sert that the United States District Court for the 

nited States District Court for the District of 

Columbia is an inconvenient forum. 

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

State ofNew York for any suit, action or proceeding against it or any of its Affiliates 

commenced by the FDIC Holder arising out of, relating to, or in connection with this 

Purchase Money Note or any Ancillary Document (other than the LLC Operating 

Agreement), and waives any right to: 

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

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

Multibank Structured Transaction 2009-1 CML-ADC 10 Global/Un-certificated Purchase Money Note Rule 144A A-3 

468-003/ AGR/243936 7 4 
(B) assert that venue is improper in the Supreme Court 

ofthe State ofNew York; or 

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

York is an inconvenient forum. 

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

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

to, or in connection with this Purchase Money Note or any Ancillary Document in only 

either the United States District Court for the Southern District ofNew York or the 

United States District Court for the District ofColumbia, and waives any right to remove 

or transfer such suit, action or proceeding to any other c or dispute-resolution forum 

without the consent of the FDIC Holder, and agrees to c s t thereafter to transfer ofthe 

suit, action or proceeding to either the United States Distr1 t ourt for the Southern 

District ofNew York or the United States Dis · ourt fo h District ofColumbia at 

the option ofthe FDIC Holder; and 

both lack jurisdiction to hear a suit, a · 


above, to bring that suit, ac.jol·--.t' 


New York, and waives a ri 


any other court or dispu -r 


-FDIC Holder, on behalf of itself 

1 agrees that any final judgment 

entered ag "thin paragraph (a) above may 

be enforce 

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

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

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

right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or 

proceeding against it in any forum. 

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY 

AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL 

BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

Multibank Structured Transaction 2009-1 CML-ADC 11 

Global/Un-certificated Purchase Money Note Rule 144A A-3 

468-003/AGR/2439367.4 
PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

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

corresponding Temporary RegulationS Global Note or RegulationS Global Note or for 

the corresponding Certificated Note, in each case subject to the restrictions as set forth in 

the Custodial and Paying Agency Agreement. 

This Global Note is subject to mandatory exchange for the corresponding 

Certificated Notes under the limited circumstances set forth in the Custodial and Paying 

Agency Agreement. 

Upon redemption, repayment, exchange of or inc a in any interest represented 

by this Global Note, this Global Note shall be endorsed on edule A hereto to reflect 

the reduction of or increase in the principal a evidenc d 

Title to Purchase Money Notes s the Purchase Money 

Notes Register kept by the Purchase initially shall be the 

Paying Agent. 

Multibank Structured Transaction 2009-1 CML-ADC 12 

Global!Un-certificated Purchase Money Note Rule 144A A-3 

468-003/ AGR/2439367 4 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually 

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

Multibank 2009-l CML-ADC Venture, LLC 

By: 	 Federal Deposit Insurance Corporation, 

as Receiver for various failed financial 

institutions listed on Schedule B hereto, 

as Initial Member 

[Signature Page to Global Purchas.: Money Note Rule I ~4A (Class A-3)1 

Mult•bank Suuctwcu Transac;ion 2009·1 CML·i\DC 

Globalft!n-certiticatrd Purchase Money Note Rule i 44r\ A·3 

468-003:AG R/243936 7 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

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

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

Remaining Principal 

Part of principal amount of amount ofthis Global 

Date exchange/ Original principal this Global Note te following such Notation made by 

redemption/repayment/ exchanged/redeemed/ x ange/redemption/ or on behalf of the 

increase made 

amount of this 

Global Note repaid/increased p ment/increase Issuer 

Multibank Structured Transaction 2009-1 CML-ADC A-I 

Global!Un-certificated Purchase Money Note Rule 144A A-3 

468-003/AGR/2439367.4 
SCHEDULEB 


LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS 


!Bank Name 

jColumbian Bank and Trust 

1Integrity Bank 

!Silver State Bank 

1Freedom Bank 

[Security Pacific Bank 

iFranklin Bank, SSB 

jHaven Trust Bank 

!Bank ofClark County 

Icity 

Topeka 

Alpharetta 

Henderson 

Bradenton 

Los Angeles 

jstate jFund jCiosing Date 

KS 1 0011 August 22, 2008 

GA 10012 August 29, 2008 

NV 10013 September 5, 2008 

1 00 19 October 31, 2008 

10020 November 7. 2008 

10021 November 7, 2008 

10022 November 21, 2008 

10025 December 5, 2008 

[MagnetBank 

I004 7 March 20, 2009 

10048 March 27, 2009 

Multibank Structured Transaction 2009-1 CML-ADC B-1 Global/Un-certificated Purchase Money Note Rule 144A A-3 

468-003/AGR/2439367.4 
THE DEPOSITORY TRUST COMPANY (DTC) ELIGIBILITY QliESTIONNAIRE 


DTC is a subsidiary of The l>cpository Trust & Clearing Corporation 


To tllOlkc a Ot!\\' tssuc nf securities DTC eligible. the completed qucst10n:urc with a cop~ of the offering statcmcm (in prclinnnary or final fonn) at least I 0 

business days pnor tn closing date must be submitted ttl DTCs Undcrwntinl,! llcpt. If CUSIP information i~ n(•t mcludcd. please provide l>TC' in wTiting of 

custp number:;. interest rates, unt.l final matuntic,; at least seven bustn.,.ss days prior to the closing date. 

Please check one) 	 Wells Fargo 


Municipal Ocorporate DLimited Transler Agent Name
 Underwriting + 


x ABS DeMo Amy Doyle 410-8S4-2152 


1ran~fer Agent Contact !'hone 


lease indicate whether or not the issue i~ a "security" as such term IS 


cfincd 10 Antclc 8 of the New York Untform Commercial ('ode. 


DNo Paying Agent Name


raying Agent Contact 	 I'hone lease indicate whether or not the 1ssucr is a United Kingdnm entity. 

DNo 

Bond Counsel 

Registen:d with SEC' 


I'hone
 Eligible lor resale under rule 144A o:'tbc '33 Act 


Eligible for resale under rule Regulation S of the '33 act 


Issuer relying on Section ,1\0(7) <>f the '40 Act 


Exempt under Ruk 3(a)(2)ofthe '33 Act 


!'hone Exempt under another exe111J1tion(s): 

ulrihank 2009·1 CML-AIX' VENTURE LLC 


hone 


NG PROCF..SSING INt'ORMATION TO BE 

R ALt ISSl'ES 

s this a bO<Jk-entry·only issue ( 


nvestors)? DYes If Yes. FASTit


Ifyes. a I .encr of Representations I. c 

(:loc$ this issue contain a put1tendcr feat 

If yes, a Letter of Representations tor non- Name of linn shtpping or delivcrin!! the sc:curiues: 

Contact name: 


Phone: 


.'IIOTE: !'lease usc the address hqcd on the t 'llSIP INFORM.<\TION page to
 201--499-2051 

deliver securiti~ to DTC at least o•ne business day before closing Phlmc 

For additional infom1ati"n. please contact DTC''s 

at the time of lntcrfacc/lJndcrwriting Department at the numbers provided. 

'flead 1mdenvriter is not a D TC Particpant, p/1!1151! prot•ide 

lmring DTC Participant information. 

Clearing DTC Parttctpant: 

flY­

~on tact I'hone Authorized Officer'~ Signature 

*For non-in•·ntmcnt ..:rade Rule 144A issu.-s. PORTAl. appro,al ;, rt>quircd. Contact NASD at (202)728-8479 
CUSIP INFORMATION 


Cusip ;\;umber Interest Rate FinnlMaturity/ (>rincipal/ Offering Type of Issue* Initial Offering 

2 

3 

4 

5 

6 

7~-------------

8~-------------

9~-------------

10~-------------

11~--------------

12 ,_______________ 13~--------------

14 ~--------------

15 r--------------­

16r--------------­

17~--------------

18,________________ 19r--------------­

20 ~--------------

EX(!iration Date 

0.00% 2/25/2012 

0.00% 2/25/2012 

0.00% 2/25/2013 

0.00% 2/25/2013 

0.00% 2/25/2014 

0.00% 2/25/2014 

* C=Capital Appreciation, P=Put, S= Serial. T=Term 

Amount 

0 T -

0 T -

0 T -

0 T -

0 T 

0 T 

Price 

DTC Undl•nniting Ot'partmcnt Phone Numbers: DTC Mailing Addresses: 

Issue IWgibilicy·: Authorization for Closing: Underwriting Dept 

:-.1unicipal (212)855-3704 Closing (212)855-3752153154/55 Attention: Eligibility Department 

Fax (212)855-3726128 Fax (212)855-3()07 The Depository Trust Company 

Underwriting Processing: Department Managers: 55 Water Street, 28th Floor 

(212)855-3752/53/54/55 (212)855-3793/3733 New York, NY 10041-0099 

Fax (212)855-3607 Fax (212)855-3726/3728 

lnterface/lJnderwriting: Delh·ery of Securities to DTC 

(212)855·8820/8821 Attent: Interface/Underwriting Dept. 

fax (212)855-8703/8707 The Depository Trust Company 

55 Water Street; I SL • (Underwriting Securities) 

New York. NY 10041-0099 
The Depository Trust Company 

,A, S.JUS,d:a~y of ~'"1e Dep:Jsl:ory ltJSt & c:ear;r.g Corpora~IOn 

BLANKET ISSUER LETTER OF REPRESENTATIONS 

(fo oe co:c:pleted by Issuer and Co-lsst:er(s_l, 1f ap;:>llcable) 

\1ulribank 2009-l RES-ADC Venture. LLC 

---------------···--·----------------· i\."~'":lC ...>f b:-;ucr :1:1d Co-Lsucr{s), ifapplk.abk) 

Fehruary 9. 2010 

1Datq 

Attention: Lnderv..riting Department 

The Depository Trust Company 

55 Water Street. I SL 

\Jew York. NY 1 00-l 1-0099 

bdies and Gentlemen: 

Issuer shall reque.st to be 

e 'or deposit at DTC. and to act m 

··r represents W DTC that issc:er 

Arrangements. a:; the> ma\ :x~ 

i.l( 

,._,_.,~~rdl Dep;y,;t in:5UC.lncc C0rpur~tion a.\ 

Rr.:c;.;iv::r fnr VJJio~b Fu:h;J FirLUlCJJI ;nsti~utwn:). 

matters. 

Received and Accepr::J . ~':. c~- 1 /7 / ~ ~!_:,2·-·-·-·· THE DEPOSITORY TRlST COMPA:\Y ; Pnrt !\am.: l 

\.. d F:.:J-:;ai U:po.:-;a :n:\t.:r.lTH.'c l. ,·rr-·.\r:1ih.r~ 

:'5t.l l -::. ~;;c::.:t. "\ \\.< :R;_•... \m r'- -~ : 1 • 

~fj DTCC. 

Th• iJepositorr Tr.'St & 

CleMing Carporattan 
S<IIEDIU: A 

~To rr~u:h....:~ Issu~'! I ;.'l:t-r (If R<-'P!\~SL'!ll:!ti\:•!1~} 

SA\lPLE OFFERI~G UOCl.i\lEYf LA~GlAGE 

DESCRIBl:\'G BOOK-E:\TRY-0:'\LY ISSI'A:'\CE 

I. Th~ Dcpo<;JIC)ry. Trust Company ("'DTC .. J, \:cw Yo:-k. \:Y. wt!l ac: as ;ccur:t·c, dc:po,J\or\ tor the 

,;cctmiJ<:s (the "Scc"ntlc's .. ). The Secu:-1::es wiil he :ssucd as full.' -r~g:istcrcd sccuntics n:g:J>tcrcJ m the :1amc of 

C~ck· & Cu. iDTCs partner;;h:p nominee) or such other name as may be rcquc<.tcd by an authcltVcd rcprc,c-ntatnc 

,,f DTC. One full y-n:gis:ercd Scntrity .:cr11 fica:c wdl be issued 1cr [each tss:tc of] :!lc Sc·c·~n lie''· ic·ach J 111 the 

ag12rcgatc pnnctp.JI um<'Lillt of such 1ssuc. ami II til be dc;ms1tcd \\•th DT '. [If. hOIIC\ct. th.: ugg:tcga:c- )Yi:tclpal 

ar.1ount 0f [:myj tssuL! c\cecds S:'OO mill1on. one ccTtiiicatc "ill be IS uc with rcspcc: to each S5Ci> m::i1~111 Gf 

pnnctpal amount, anti 311 ;JGdttwmJ cct1tficatc "tl! be JSS'.lcti \\ irh n::<pcct r.:man~ 111g ?J111cJ;'..;I :mwu•t <,f su~h 

:s,uc· J 

th<.: 

dca:crs. banks. trust ~c:-:>p::n:c·s. ard 

th .l Dtrcc:t l'<t:ttclp<,"L ul-,c-r :h~c:i; 

ns: A·\.\ ·1 he Dl (. Ru:cs <•;)phca:1ic 

\1zm.: i:,:,,:·m;lli0:-1 ahcJu\ DTC ..:a:J he 

,ust be made bv c,r thmu!,:h D:rcct P:t:~ic.pnts. 

The O\\ ncrsh:p :ntcn::st cl' each :JcL:a! p..:c1:as<." tJi 

or. the D:rcct and i:Jt!tnxt Part!Ctp~nrs· rc~,>r:lo:. 

n1 ma:ton ti·om DTC of thctr purchase. fkncf:~:~: (h nus t:rc. 

ltt>WcHT. t:\pcctcd 'o :'CCCI\' wr, 1 con· trout ·ms provtd1:1g dctotls uf the tramacttcti. as "c'l ;,s ;x·:wa.c 

>tatcmcnts vf thc1r hold111gs. from •· Dtrcct or I trcct Parttct;.'<tnt thrvLgh whd1 the I3cndic1al 0\c ncr c:~tcrcd 'nt(• 

t!H..' trar:s..!Ctlon_ Tran~fcr~ of O\\ ncrs~ ~ s In the ~ccuntJcs arc IO be <.!CL~)tnphshcd by u1Tnc-s rn~~r:e ()n the 

books of Dtr..::d '>lid lndm:ct Panicrpants acting on :1chalf of lknc:icJJI 0\ltJCr'i. Bcncl].:Jal 0\\J-,<:rs '' ;', nnt rccc:, c 

.:.:111ficatcs r..::prcscntmg then cl\'fh.TS~tp interests 1n Securities. c>.ccpt :n t11c C\Cllt that usc ,,fthc :'nuk-c-r.:r> S:>Stcm 

l~'r the Sccur:llcs ts discuntmuc·d. 

·~. Tu f~t,'ii:tatc sC~bscqc~cnt transfers. ail Scc!.Jt!llcs J<:pO>ItcU '.Jy Dm;ct Part:upan:, '' :th DTC ::n: 

r.:gistcrc.i m the name of DTCs pt::t::c:·ship nominee, Cede&. Co .. 0r su<.:h uthcr narnc ~' nt<:y be; c~ju~sJ,·J b~ ::r 

~lllthOTl!Cd n:prcsc-nta\i\'( Gf nrc. The ocpcsil of Scc,trities With DTC and :'lcrr :qnstrJl'\111 irt :he name ut Ccc..:: & 

Co. or ~t;..:h other DTC nominee do not effect ar.y change 111 bcncfici:.:l (''' ncrship. DTC has nv be"' lccgc of the 

actual Bcnc1ic:al Owners of the Sccu~iucs: DTCs records r.:flcct o:tly tht.: :dcntll\ uf th<: D1r~ct P,::'tr..:ipant\ :u 

"b'sc :Jccounts su.:h Se.:ul"l:cs arc crcdJtt.:c:. whtch may or ":3} not be the Bcndic1~1 Ownns. Tnc Dll'CC: ,me 

I:tGIITl't !'Jn:c:Jx.lllts will rc:mam rcspum:blc for keeping !lC(c)unt ,,fthc:r hc>ldmgs on behalf of thctr ..::;s\om~:·s 

BLOP UJ/25/08 
Scm:nn.E A 

( I'o Ulanl<ct Issuer Lcncr of Rcpn:sc:n:u:onsJ 

5. Cc,nvc•ancc ,11' notices anJ other commumcatJOn> by DTC tu Dm:..:: Part1cipan•s, b.: D1rcc: 

Part1c:pants 111 Indirect P.miCJp:lllts. and by Direct Pamc1pants and lndJrcct Part1c1pants w Bcncf1c::!l 0\\ ncrs '",::be 

gm emd by :HTang.emcnts amon,g them. sL:bJcCt to any statutorv or regulator~ rcqLm.::rnent> <:S rn<1y JC i:1 .:ffc..:t Irom 

time to tunc. [ Bcnef'H:ia! Owners of Sccunt1cs may w1sh to :akc cc11uin steps w augment the mmsm1sswn to them,,:· 

nonce·> of s1gmlicanr C\ en's wnh respect to the Sccuri'ies. such as rcdemptlor:s. tendcr.s. dcfilUits, and i'~upc•s~d 

amendments to the Security d(lcwrn.:nts. For c>.arnplc, Bcndicial Owners of Sccuntics may \\ 1sh tc> as..:cr:am rhat 

the n0mmee hnldmg the Securit:cs for their bcnciit l~<:s <ll,'TC.:d to obtam and transmit notices to Bcndic:al Owners. 

in ~he· ullclllJli\'C, !3cncficml O"ner> may>~ ;sh tQ pro\ ide their na;:1.::;, and, ddrcsscs to the rc,z1strar :md req~cs! that 

cop:e, ,)f IWtH.:cs b.:: pw\ tdc·J ~lircctl; 10 them l 

[i>. Rcdcmptic·n notK.::s sha:l be s.:nt to DTC. 

n·c.k,·mc:d. [) I C 

be redeemed.] 

onsc:~t or Y$..)1C \\ ith n..::.;p.._.,._:t h_) 

Sccurit1cs unkss authon/cd by a Dmxt P~n1ic1p t..ndcr ItS U"U:.i. 

procedures. DTC lll;,tds an Omn1bus Pr\J'Y to 

ass1gns Cc:Je &. Co.'s con>cntmg: or \ oting: 

crcciitcd on the :ccord date (tdcn:t:led m a hs:mg 

-·:, p~l.!CtJCL: ::; :o 

.at;e>n tt·cJtn 1-:::su~r 

P.:ymcn:s b\ 

n.::"f'uns;b; ht} 

n:qut:-cmcnts ' 

pa) n;cnl> tD C 

the r.:spc•llSt~ll ty .. vmc:lts 

lt5[1(>W'li11i1ty 0 cncticlal Owners w;\1 beth~ rcspCJn'Jb;:ll\ of 

D1n:cr <;:Hi lndncc P· 

,e Sccurit1c<;, on DTl'" s records. to [Tender Rem;l'·k.::mg 1·\,;cnt. 


in connectwn '' 1th ~m upt:,;nal tender or a n1andat,,,·v purch:.~se 

\\11c 1p ngl' m the Sc.:,lflt;::s :Jrc r· :J1~stcrrcd h\ D1rcct P~niq'a'H' o:1 DTC' 


r.:c·unh and folluwcd by a book-entry ,_..,....,.,..r.dcrcd Sccur:tics to [Tcndc·r Remnk..:tn-gJ Agc:11·, DT1.. :;cco.J:lt.] 

I(I. D I C tn<>Y discon:1:1L;C pr,,,·Jdmg 1t> sen ;~cs as dq.1uSJ!lln '' ith respect ;,, the Scccm:Jcs at cmv lime 

b! g1\ 1~·1g rca~onab;c r:otJ('C h.l 1s.~ucr or \gent. l ':1dcr s~Kh circt:nlqanccs. in :i1c C\ cnt ti-:..!t a .;;ucc·e-:;sor <:cnos!l~..'~ry 1s 

"ot obt<tincd. SccL.ril\ CCI11tlcarcs ;;rc rcqum:d to be p:-mtcd m:d del:<er.:d. 

II. Issuer may dcctdc w discontinue usc o:· the system of bo,,i\-cntrY-onl:. transfers though DTC (l>r ,, 

>LKz:cssor sccunnes depositor:). In that eYent. Se(·unty c·cndicatcs will be printed :md del:' crcd to [) l C. 

12. The infonmtwn i:1ttm section conccming DTC and DTCs book-cT'lr~ systcrn has b~:cn ubtam.:d 

f:·om >•>U:c-:s that Issuer bc'ic\ es :u be: n:l!abic·, but bsucr takes 11c> responstbllity fur the :Jccur<n.:\ thcr.::,1:·. 

BLOR 03125108 
The Depository Trust Company 

A subsidiar-t of The Depository Trust & Clearing Corporation 

Representations for Rule 1-l-L\ Securities 

to be included in DTC Letter of Representations 

\lultibank 2009-l C\-!L-.\DC Venture. LLC -----------------------··---······--- ·-·-·--· ······--····-····-----···-­ '\arne of Issuer and Co-l"urr(s). if applicable 

Purchase tvloncy Note due :?.0 14 


Security De•cription includin~ series designation, i£ applicable 


I. 

identification number :J.Ssigncd to a L:gally o 

promptly in the event that it is unable to do .;;o. 

ir.fonnati,1n requiremer:ts of Rule 1_.·---­

2. Issuer an:i .-\gent' 

Co. shall be ::ntitlet! t:) a!l app; 

respect thereto. ls~uer and 

Securities credited U 1ts DTC "'-"'v"'"~ 

Iim iting the u,.,.,.,-,~<rv'i)i',.,...,,,,,._,.,1i.n 

having Securit 

respect of the 

that DTC does 

cumpliance of 

exemptions from 

ofkring ciocum::nts. 

B;: 

nsf<:r under Rule j HA under the 

'SIP or C l NS identification number 

a ' sect:rities of the same class that 

- t CUSiP or C!l'-.S identification 

isarccordov.:n:ro 1e ·ecurities.Cede& 

r ·ei\e t fuil amou:1! of a!! distd'1 tior:s pc:yablc v.ith 

~at :m:- DTC P:mi:i;xmt ('Participant'') having 

e -:s of (m nersl1ip of such Securities. Without 

" ,, wledt:c that DTC shall treat any Participant 

_ ribution~ (and voting rights. if any) in 

. cu~i:ies. Issuer and Agenr recognize 

y res 'O:lsic,ilit: to, monitor or asce:1ain the 

provisions: (a> of Ruie 144A: (b) of other 

state or federal -:ecurities law:;: 0r (c) ,)f the 

1.Jubank 2('(l'l-l C\·!L-.-\DL V~nturc. LLC 

redcra1 Dcpo~1t Insurance (\,rporation as 

Re.:c-i\·cr {or V.ifh)lb FJ.iicd FinancJaJ ln~;t;tuttons. 

:t~ S\>k \kmbcr ~md \r1anagcr 

.,. "- ~. : .. t ~ :l 

.·;. 

Tire Depos110ry Trust & 

Clearing Corporilt1on 
Multibank Structured Transaction 2009-1 CML-ADC 

Execution Version 

THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR 

PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 

1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE 

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN. 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

REGISTERED UNDER THE U.S. SECURITIES ACT OF 19 3, AS AMENDED (THE 

"SECURITIES ACT"), ANY STATE SECURITIES LAW THE UNITED STATES OR 

THE SECURITIES LAWS OF ANY OTHER JURISDICTI ND THE ISSUER HAS NOT 

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

AMENDED (THE "INVESTMENT COMP 1\: "). T OLDER HEREOF, BY ITS 

ACCEPTANCE OF THIS PURCHASE MON N S NTS THAT IT HAS 

OBTAINED THIS PURCHASE MONEY TE ON IN COMPLIANCE 

WITH THE SECURITIES ACT, THE E T, ALL OTHER 

APPLICABLE LAWS OF THE UNIT ATES 0 OTH RISDICTION AND 

THE RESTRICTIONS ON SALE AND SFER S J' ORTH IN CUSTODIAL AND 

PAYING AGENCY AGREE E TO T IS PURCHA ONEY NOTE 

(THE "CUSTODIAL AND A N NT"). THE DER 

HEREOF, BY ITS ACCEP CE OF U MONEY NOTE, RTHER 

REPRESENTS, ACKNOW GES AND T IT WILL NOT REOFFER, 

RESELL, PLED 0 ISE TRAN URCHASE MONEY NOTE (OR 

ANY INTERE T IN COMP THE SECURITIES ACT, 

THE INVEST T AND ALL E LICABLE LAWS OF ANY 

JURISDICTIO E WITH CER IFICA TIONS AND OTHER 

REQUIREME TODI L NO PAYING AGENCY 

AGREEMENT T NSFEREE (1) THAT IS A 

"QUALIFIED PU THE G OF SECTION 3(c)(7) OF THE 

INVESTMENT CO ASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A QUA ER, (2) THAT (I) WAS NOT FORMED FOR THE 

PURPOSE OF INVESTIN ER (EXCEPT WHEN EACH BENEFICIAL 

OWNER OF THE PURCHAS ALIFIED PURCHASER), (II) HAS RECEIVED 

THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS IF THE PURCHASER IS 

A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (III) IS NOT 

A BROKER-DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS 

THAN U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A 

PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN IN 

WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY 

DESIGNATE THE PARTICULAR INVESTMENTS TO BE MADE, AND IN A 

TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE 

INVESTMENT COMPANY ACT EXEMPTION AND (V) AGREES TO PROVIDE NOTICE 

TO ANY SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED 

IN THIS LEGEND AND (3) THAT IS A PERSON WHOM THE SELLER REASONABLY 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-I 

468-003/ AGR/24394954 
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A 

UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" IN COMPLIANCE WITH 

RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE (1) THAT IS 

NOT A U.S. PERSON (AS DEFINED IN REGULATIONS OF THE SECURITIES ACT) AND 

IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION 

(AS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN COMPLIANCE WITH 

RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND (2) 

THAT IS NOT A "U.S. RESIDENT" WITHIN THE MEANING OF THE INVESTMENT 

COMPANY ACT AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A 

PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$500,00 FOR THE PURCHASER AND 

FOR EACH ACCOUNT FOR WHICH IT IS ACTING. E PURCHASER OR 

TRANSFEREE OF THIS PURCHASE MONEY NOTE WI E DEEMED TO HAVE 

MADE THE REPRESENTATIONS AND AGREE NTS S T ORTH IN THE 

CUSTODIAL AND PAYING AGENCY AGREE 

L<·-..~E EXCEPT IN 

.-.,~• .,.,AND IN THE 

TRANSFER IN 

CT, WILL BE 

TSTOTHE 

EMENT) TO SELL ITS INTEREST 

~~""'· L SUCH INTEREST ON BEHALF OF 

~_...'AS MONEY NOTE IS PAYABLE AS SET FORTH 

HEREIN. ACCORDINGLY, OU ANDING PRINCIPAL OF THIS PURCHASE 

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

FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE MONEY NOTE MAY 

ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE PAYING 

AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND 

WARRANTED THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE 

PERIOD OF ITS HOLDING AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF 

OR USING THE ASSETS OF, A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE 

RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR 

2 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-1 

468-003/ AGR/24394954 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 

"CODE"), OR A FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT 

TO ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY 

SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF 

ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING 

(INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS HEREUNDER) 

AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) 

WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED 

TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, 

IN THE CASE OF A FOREIGN, GOVERNMENTAL OR CHURCH PLAN, A VIOLATION 

OF ANY SUBSTANTIALLY SIMILAR FOREIGN, FEDE L, STATE OR LOCAL LAW). 

ANY TRANSFER, PLEDGE OR OTHER USE OF PURCHASE MONEY NOTE 

FOR VALUE OR OTHERWISE BY OR TO ANY PERSON ONGFUL SINCE THE 

REGISTERED OWNER HEREOF, CEDE & CO AN ST HEREIN, UNLESS 

THIS PURCHASE MONEY NOTE IS PRESE TE ORIZED 

REPRESENTATIVE OF THE DEPOSITO TR "DTC"), NEW YORK, 

NEW YORK, TO THE ISSUER OR IT G N OF TRANSFER, 

EXCHANGEORPAYMENTANDA RCHA ISSUED IS 

REGISTERED IN THE NAME OF CEO 0. OR TITY AS IS 

REQUESTED BY AN AUT NT NY PAYMENT 

HEREON IS MADE TO C 

3 AND 1275 OF THE INTERNAL 

ASE MONEY NOTE IS BEING 

CONTACT THE FEDERAL 

H ET, N.W., ROOM F-7014, 

LA I, AND THE FDIC WILL 

E IELD TO MATURITY OF THIS 

THE FAILU PROVID T E ISSUER, THE CUSTODIAN OR THE PAYING 

AGENT WITH THE A ABLE U . EDERAL INCOME TAX CERTIFICATIONS 

(GENERALLY, AN INTE N E SERVICE FORM W-9 (OR SUCCESSOR 

APPLICABLE FORM) IN T SE A PERSON THAT IS A "UNITED STATES 

PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE OR AN 

APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR 

APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A "UNITED STATES 

PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY 

RESULT IN THE IMPOSITION OF U.S. FEDERAL BACK-UP WITHHOLDING UPON 

PAYMENTS TO THE HOLDER IN RESPECT OF THIS PURCHASE MONEY NOTE. 

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN 

EXCESS THEREOF. 

3 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-1 

468-003/ AGR/2439495 .4 
PURCHASE MONEY NOTE 


Certificate No.: 

ISIN No.: 

CUSIPNo.: 

NT CL A-1 REGS 

$0 February 9, 2010 

FOR VALUE RECEIVED, Multibank 2009-1 CML-ADC Venture, LLC, a Delaware 

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

pay to the order ofCede & Co., or its successors and registe assigns, the principal sum of $0 

(Zero and 00/100 United States Dollars) (or such other amou t shall be the outstanding 

principal amount ofthis Purchase Money Note shown on Sch u A hereto). No interest shall 

accrue on the outstanding principal amount ofthis ase M e Note. The entire outstanding 

principal amount ofthis Purchase Money Note shal du d ble on February 25, 2012 

(the "Maturity Date") or such earlier date e due and payable 

pursuant to the terms ofthis Purchase ey 

The principal ofthis Purchase Mo 

United States ofAmerica as a ofp 

private debts. All payments ad~...u· 

be subject to the priority of ay 

Agreement dated as ofFeb 

Corporation (in ""M-oll' 

Purchase Mone No 

Schedule B he to 

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

written consent ofthe Purchase Money Notes Guarantor. Any amount repaid or prepaid 

pursuant to this Purchase Money Note may not be reborrowed. 

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

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

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

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

Servicer or any oftheir Affiliates. 

4 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-1 

468-003/ AGR/24394954 
Payments on this Purchase Money Note will be made by the Paying Agent by wire 

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

the Holder to the Paying Agent in writing or, at the option ofthe Holder hereof, by check to such 

address as the Holder shall have designated to the Paying Agent in writing, in each case without 

the presentation or surrender of this Purchase Money Note or the making of any notation hereon. 

Notwithstanding the foregoing, the final payment on this Purchase Money Note will be made 

only upon presentation and surrender of this Purchase Money Note at the office or agency 

maintained for that purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of 

principal of, or any other amount owed by the Issuer pursuant to, this Purchase Money Note 

becomes due and payable on a day other than a Business Day, the maturity thereof shall be 

extended to the next succeeding Business Day. 

This Purchase Money Note is limited in right of paym n to certain collections and 

recoveries respecting the Loans, all as more specific lly set fo 

Agency Agreement. As provided in the Custodial ing ~ 

withdrawals from the Accounts may be made 

purposes other than distributions to the Ho 

e 

the Custodial and Paying 

cy Agreement, deposits and 

m time to time for 

ed only upon 

the requested 

d by, or 

holder hereof or 

Purchase Money Note that a new Purchase Money 

of evidence reasonably satisfactory to it ofthe 

cti or mutilation ofthis Purchase Money Note and (a) in 

the case of loss, theft or destructt · aemnity reasonably satisfactory to it, or (b) in the case 

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

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

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

Note. 

The Paying Agent, the Servicer and any agent of any ofthe foregoing, may treat the 

Person in whose name this Purchase Money Note is registered as the owner and Holder hereof 

for all purposes, and none of the foregoing shall be affected by notice to the contrary. 

5 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-1 

468-003/ AGR/2439495 .4 
The occurrence or continuance of any one or more ofthe following events, whether such 

occurrence is voluntary or involuntary or comes about or is effected by operation ofLaw or 

otherwise, shall constitute an "Event of Default" pursuant to this Purchase Money Note: 

(a) the occurrence of any "Event ofDefault," as defined in the 

Reimbursement, Security and Guaranty Agreement; or 

Upon t fDefault s e "fied in paragraph (a) above, the Holder 

may, with the co Notes u antor, and the Holder shall, at the 

direction ofthe P c se Money No u ntor, m a ition to any other available remedy, by 

notice in writing to e suer, declar h Pure oney Note to be immediately due and 

payable, together with ther amou s wed by the Issuer pursuant to this Purchase Money 

Note, and on delivery of notice, e npaid principal amount of this Purchase Money Note 

and any other amounts owe uer ursuant to this Purchase Money Note, shall forthwith 

become immediately due and pa out the necessity of any presentment, demand, protest 

or any other notice of any kind, all of which are hereby expressly waived by the Issuer. If an 

Event of Default specified in paragraph (b) above occurs, this Purchase Money Note shall 

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

other amounts owed by the Issuer pursuant to this Purchase Money Note, without any action on 

the part of the Holder and without the consent of the Purchase Money Notes Guarantor. 

If and to the extent the Purchase Money Notes Guarantor makes any payment to the 

Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the Purchase 

Money Notes Guarantor shall be subrogated to all of the rights ofthe Holder with respect to any 

claim to which such payment relates to the extent of such payment, and the Holder, upon 

acceptance of any such payment, will be deemed to have assigned to the Purchase Money Notes 

6 Multibank Structured Transaction 2009·1 CML-ADC 

Temporary Global Purchase Money Note RegS A-I 

468-003/ AGR/2439495 .4 
Guarantor any and all claims it may have against the Issuer or others and for which the Holder 

receives payment from the Purchase Money Notes Guarantor pursuant to the Purchase Money 

Notes Guaranty. Upon the request ofthe Purchase Money Notes Guarantor, the Holder shall 

execute written assignments of such claims. 

The Issuer shall pay to the Holder hereof such additional amounts as shall be sufficient to 

pay the Holder's actual and reasonable costs and expenses of collection, including without 

limitation reasonable attorneys' fees. 

No delay, omission or waiver on the part ofthe Holder in exercising any right pursuant to 

this Purchase Money Note shall operate as a waiver of such ri ht or any other right ofthe 

Holder, nor shall any delay, omission or waiver on any one c sion be deemed a bar to or 

waiver of the same or any other right on any future occasion. cept as otherwise set forth 

herein, the rights and remedies ofthe Holder are cumulative ot exclusive of any rights or 

remedies the Holder would otherwise have. 

The Issuer's obligations pursuant to 

unconditional and shall not be affected 

All notic s, ications required or permitted to be 

given or delivere ons fthis Purchase Money Note shall be in 

writing and shall be le address or electronic mail address of 

the parties specified b or to such other address or electronic mail address as 

shall be designated by su in a n ti to the other parties. All such notices and other 

communications shall be de e giv nor made upon the earlier to occur of (a) actual 

receipt (or refusal thereof) by th party hereto and (b) (i) if delivered by hand or by 

nationally recognized courier service, when signed for (or refused) by or on behalfofthe 

relevant party hereto; ii) if delivered by mail, four (4) Business Days after deposit in the mails, 

postage prepaid; and (iii) if delivered by electronic mail (which form of delivery is subject to the 

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

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

7 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-1 

468-003/AGR/2439495.4 
If to the Issuer, to: 

Multibank 2009-1 CML-ADC Venture, LLC 

700 NW 107 A venue, Suite 400 

Miami, Florida 33172 

Attention: Thekla Blaser Salzman 

E-Mail Address: Thekla.Salzman@rialtocapital.com 

with a copy to: 

Bilzin Sumberg Baena Price & Axelrod LLP 

200 South Biscayne Boulevard, Suite 2500 

Miami, Florida 33131-5340 

Attention: Alan Axelrod 

E-Mail Address: AAxelrod(a)bilzi 

and ifto the Holder hereof, to: 

Manager, Capital Mark 


c/o Federal Deposit Insura 


550 17th Street~~...... 


with co 

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

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

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

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

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

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

written agreement of the Issuer and the Holder, subject in all instances to the terms ofthe 

Purchase Money Notes Guaranty. 

8 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-1 

468-003/ AGR/2439495 .4 
In any case in which consent ofthe Holder is required pursuant to the terms of this 

Purchase Money Note, such consent shall be governed by the provisions of the Custodial and 

Paying Agency Agreement. 

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

pursuant to this Purchase Money Note shall be governed by and construed in accordance with 

federal law, but if federal law does not provide a rule ofdecision, it shall be governed by and 

construed in accordance with the law ofthe State ofNew York, excluding any conflict oflaws 

rule or principle that might refer the governance or the construction ofthis Purchase Money Note 

to the law of another jurisdiction. 

(a) Each of the Issuer and each Holder (i s 

Holder that is not the FDIC, a "Non-FDIC Holder"), on beh 

irrevocably and unconditionally: 

h Holder is not the FDIC; any 

fitselfand its Affiliates, 

(i) consents to the jurisdt 

the Southern District ofNew York and tot 

District Court 

District o Colu 

inconvenient forum. 

s to ejurisdiction ofthe Supreme Court ofthe State of 

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

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

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

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

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

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

State ofNew York; or 

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

an inconvenient forum. 

9 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-1 

468-003/AGR/24394954 
(iii) agrees to bring any suit, action or proceeding by the Issuer, each 

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

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

States District Court for the Southern District ofNew York or the United States District Court 

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

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

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

United States District Court for the Southern District ofNew York or the United States District 

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

(iv) agrees, ifthe United States Dis ·ct Court for the Southern District 

ofNew York and the United States District Court for the Di r t of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within ,a~==....>..=.u.=:...t. 

that suit, action or proceeding in only the Supreme Court of th 

any right to remove or transfer such suit, action or ro ding t a 

resolution forum without the consent of the FD Ho 

dgrnent entered against 

enforced in any 

(c) Subje t t 

Holder, on behalf of itself a 

service of all writs ~.--...._ 

paragraph (a) o =~~~.,.... 

registered or c 

Purchase Mon 

however, that n 

(d) 

constitute consent to ju 

paragraph (a)(iii) and ~a~r~a~~~~~ 

transfer, seek to dismiss, or ot 

forum. 

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY AND 

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

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

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

SITTING WITHOUT A JURY. 

On or after the 40th day after February 9, 2010, interests in this Temporary RegulationS 

Global Note may be exchanged (free of charge) for interests in a permanent RegulationS Global 

Note. The permanent Regulation S Global Note shall be so issued and delivered in exchange for 

only that portion of this Temporary RegulationS Global Note in respect ofwhich there shall 

10 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-1 

468-003/ AGR/2439495 .4 
have been presented to the Depository by Euroclear or Clearstream a certification to the effect 

that it has received from or in respect of a person entitled to a beneficial interest (as shown by its 

records) a certification that the beneficial interests in such Temporary Regulation S Global Note 

are owned by persons who are not U.S. Persons. 

On an exchange of the whole ofthis Temporary RegulationS Global Note, this 

Temporary RegulationS Global Note shall be surrendered to the Depository at its office. On an 

exchange of only part of this Temporary RegulationS Global Note, details of such exchange 

shall be entered by or on behalf ofthe Issuer in Schedule A hereto. If, following the issue of a 

permanent RegulationS Global Note in exchange for some ofthe Purchase Money Notes 

represented by this Temporary Regulation S Global Note, furt er Purchase Money Notes are to 

be exchanged pursuant to this paragraph, such exchange rna effected, without the issue of a 

new permanent RegulationS Global Note, by the Issuer or th pository endorsing Schedule A 

ofthe permanent RegulationS Global Note previously issued fleet an increase in the 

aggregate principal amount of such permanent Re · S Gl Note by an amount equal to 

the aggregate principal amount of additional Pu has N e to be exchanged. 

This Global Note is 

Notes under the limited eire 

No service c 

Money Note, but the P n 

other governmental charge 

se in any interest represented by this 

1 hereto to reflect the reduction of 

tration in the Purchase Money Notes 

ich initially shall be the Paying Agent. 

r registration oftransfer or exchange ofthis Purchase 

re uire payment of a sum sufficient to cover any tax or 

n ction therewith. 

E INTENTIONALLY LEFT BLANK] 

11 


Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-1 

468-003/ AGR/2439495 .4 
IN WITNESS 'WHEREOF, the Issuer has caused this instrument to be signed, manually 

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

Multibank 2009-1 CML-ADC Venture, LLC 

By: 	 Federal Deposit Insurance Corporation, 

as Receiver for various failed financial 

institutions listed on Schedule B hereto, 

as Initial Member 

[Signature Page tn Global Purchase Mnncy N<1tc RegS (Cia.\S A-1 l] 

'vlultibank Structured Transaction 2009-1 CMI.-AfX.' 

Temporary Global Purchase Money Nutc RegS A-1 

468-C03:AGR!243949S 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

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

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

Remaining Principal 

Part of principal amount of amount of this Global 

Date exchange/ Notation made by 

redemption/repayment! 

Original principal this Global Note te following such 

exchanged/redeemed/ x ange/redemption/ or on behalf ofthe 

increase made 

amount of this 

Global Note repaid/increased p mentlincrease Issuer

A-1 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note Reg S A-1 

468-003/AGR/2439495.4 
SCHEDULEB 


LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS 


1

BankName leitv !state jFund lctosing Date 

:columbian Bank and Trust Topeka KS 10011 August 22, 2008 

!Integrity Bank Alpharetta GA 10012 August 29, 2008 

/Silver State Bank Henderson NV 10013 September 5, 2008 

;Freedom Bank Bradenton 1 0019 October 31, 2008 

!Security Pacific Bank Los Angeles 10020 November 7. 2008 

!Franklin Bank, SSB 10021 November 7, 2008 

\The Community Bank 1 0022 November 21, 2008 

10025 December 5, 2008 

Haven Trust Bank 10027 December 12, 2008 

;Bank ofClark County 

10041 February 20, 2009 

1004 7 March 20, 2009 

10048 March 27, 2009 

Multibank Structured Transaction 2009-1 CML-ADC B-1 

Temporary Global Purchase Money Note RegS A-1 

468-003/ AGR/2439495 .4 
THE DEPOSITORY TRUST COMPANY (DTC) ELIGIBILITY QtrESTIONNAIRE 


DTC is a subsidiary of The llcpository Trust & Clearing Corporation 


To make a no:w 1ssuc nf securities DTC eligible. the completed qucSt1on:urc w1th a copy of the offering statement (in pn:lin11na1y or final fonn) at least I 0 

business days pnor to closing date must be submitted to DH ·s Undcn-r•ting Dept. If CUSIP informatwn i~ nvt mcludcd. please provide l>TC in y,;riting of 

cu.~1p nunlb.:r;;. in!cn:st rates. und ti1ml maturitic> at least seven busmcss days prior to the closing date. 

Please check one) Wells Faf'!!o 

Municipal Ocorporate DLimited Transler Agent Name Underwriting + 

x ABS DeMo Amy Doyle 410-8S4-2152 

Jransfcr Agent Contact 1'11llne 

Please indicate whether or not the issue is a "security" as such term IS 

elincd m Arttclc B of the Nc"' York llmiom• Commercial \ode. 

DNo Paying Agent Name: 

raying Agent ('ontact Phone lease indicate whether or not the 1ssucr is 2 United Kingdom entity.

DNo 

Bond Counsel 

Registered w~th SEC 


Eligible for resale under rule 144A of the '33 Act 
 Phone 

Eligible for resale under rule Regulation S of the '33 act 


Issuer relying on Section 3~7) of the '40 Act 


Exempt under Rul~ 3(a)<2) <1fthe '33 Act 


Exempt under another exemption(s): 
 Phone 

ultihank 2009·1 CMI.-A!X' VENTURE LLC 


hone 


ssw: Principal Amt!Offering A 

'losing Pate: 


s this a bo<1k-entry·<>llly issue ( 


nvestors)? DYes JfYes. FAST:: 


If yes. a Letter of Representations 1. e 

If yes. a Lcucr of Rcprc>cntauon~ for non- Name of firm shtpping or delivcrin!! the s.-curoucs: 

Contact name: 

Phone: 

Vito Cassano 20 J-499-20!il ~OTE: Please uw the address hsted on the ( 'USIP INFORMATION page to 

deliver securities to DTC at least one husincss day before closing Lead UndCfll<nWr ( \mtacl Phone 

For additional information. Jllcasc cont;~ct DTC's 

DTC Participant account number to at the time of Interface/Underwriting Department at th~ numbers pnwidcd. 

losing: 

'flead 11ndenvriter is not a DTC Particpant, plt!llse prot•ide 

lt!llrin~: DTC Participant i11jormation. 

!Clearing DTC Parttctpant: 

~on tact Phone Authorb:ed Officer'~ Signature 

*For non-inn,stmcnt~:rade Rulr 144A issuell. PORTAl. appro,·al is r<'quiretl. Contact NASD at (202)728-8479 
CUSIP INFORMATION 


10 

11 

12 

13 

Cusip :-.iumbcr Interest Rate Finnll\Jaturity/ 

EXJ!iration Date 

0.00% Z/25/2012 

0.00% 2/25/2012 

0.00% 2/25/2013 

0.00% 2/25/2013 

0.00% 2/25/2014 

0.00% 2/25/2014 

r-------­

r-------­

r-------­

r------­

* C=Capital Appreciation, P=Put, S= Serial. T=Term 

l'rlncipal/ Offering 

Amount 

-

0 

-

0 

-

0 

-

0 

0

-

0 

Initial Offering Typt· of Issue* Price 


T 


T 


T 


T 


T 


T 


DTC Undl•rwriting l)('partm('nt J•honc Numbers: DTC Mailing Addresses: 

Issue Eligibility: 

~1unicipal 

faA 


Underwriting Processing: 


Fax 

lnterface/\Jndenvriting: 

Fax 

(2i2)855-371l4 

(212!855-3 726128 

(212)855·3 752153154155 

(212)855-3607 

(212)855-8820/8821 

(212)855-8703/8707 

Authorization for Closing: 

Closing (212)855-3752/53154/55 

Fax {212)855-3()07 

Department Managers: 

(212)855-3793/3733 

Fax (212)855-372613728 

Undenvrltlng Dept 

Attention: Eligibility Department 

The Depository Trust Company 

55 Water Street, 28th Floor 

New York, NY 1004!-0099 

Delivery of Securities to DTC 

Allcnt: Interface/Underwriting Dept. 

The Depository Trust Company 

55 Water Street; ISL- (Underwriting Securities) 

New York, !':Y 10041-0099 
The Depository Trust Company 

A. S.JuS C:acy o' :::e Dep::ls::ory !r.Js! & Cearmg Cor::Jora~Jcr 

BLANKET ISSUER LETTER OF REPRESENTATIONS 

(fo be co:r>pleted by Issuer aPd Co-lssuer(s). if appi1cabie) 

\1uhibank 2009-l RES-ADC Venture. LLC ......----------------­ (:'\:t:ne <"f l:i:'ucr 2nd Cn-Js,:;ucr\s), if applicah;et 

February 9. 20 I 0 

Attention: Lndemriting Department 

The Depository Trust Company 

55 Water Street l SL 

:.lew York. NY 1 00-l l-0099 

Latlies and Gentlemen: 

Issuer shall request to be 

e ,..or deposit at DTC. and to act m 

··r represents k> DTC that isst:er 

as they ma;. :x~ 

Ll!_ 

l..':r~tl r kpo~:t in!mr:.lncc C0rpuration a.\ 

Rc:c~iv~r for V~riou; Fa:I.:J Fi:uncul :nsti~uu.m,;, 

<:l) 5z,!~ .Vcmb~r ;mJ ~vb.rl:l2t:r 

\.. ~-' F::._k;aj U!p0:\it in:-:ur.mc:;: c ,·{f'tH ·.!h_;r. 

~-..;~-~ lp.:: . ...,;~('.::L ;-.\\· :f<.~ .. ~m r·--(·~ J; 

t?P OTCC. 

The IJ•pasiro,.., Tr4$1 & 

c:8Min~ CtJrporatt{JIJ 

,'\., .... 
SCIIEDtU: A 

SA:\IPLE OFFERI:\'G DOCF\lE:\'T LA:\'GL.\G[ 


DESC'RIBl'IG BOOK-E:\'TRY-0:\'LY ISSl'A:\'CE 


I. 'lh: Dcpos1tor:- Trust Company l''DTC'). '\cw York . .'<Y. w1ll ac: as sccum,cs dcpo~JtOT\ tor :he 

sc:c:un:Jcs (the "Sccunt1c::;''). The Sccurit:cs wiil be JSSL.cd as iully-rcgisrcrcd sccuntics rcg1stcrcd m the na1~K· of 

Cede 6:: Ccl. (DTCs partnership nominee) or such other name as may be rcqucs.ted by an <•uthon,-.:d reprcsc·ntat1H' 

of DTC. One fully-n:gistncd Security .;crUica:e will be issued 1ix [cac·h iss:Jc of] the Sc·cuntJc:s. [c·ach]1n the 

ag)lregatc pnnc1p.JI am,~unt of such 1ssue. am: \\111 be dc;JuSJtcd '''th DT •. [If, IJO\\C\C1. the ag:,pc:ga:c pn:1cipal 

ar.10unt of [:my] 1ssuc exceeds 5500 mill I(>;~. one ccru'icatc "ill be IS uc wi:h respc·ct to e<1.:h 55\)(I m:d1:'n uf 

pnnclpJi amouu. and ~n addJ!JOncl CCT11fic~tc "JJ) be IS5lll:U vcnh respect '· n::man~lll:! ?tJnCl~•;;l :Jllli'Urt uf su~h 

"'lie' ] 

2. 

the: 

Cormncr,::al Code, and a '\:leanng agency·· reg: 

E-..ch::nr~ -'.c1 of 19_o..: DTC h,,Jds and prov 

cqu1tv :s;ur.:s, corpor>J:c und :nun:cipa] debt 1. ·u<::s , nd :o~uncv 

DTc·, l'lli1·;:JpJ1H> t "D1r~.:t Par:Jctpa:Jts··, dcpc>S 

D1:·cct Panic1pJ:1:s of s:.!cs and c•:h~r.:,..r____ 

book-r.:mry tr<:nsf.:rs :md picdge lCI\\ccn 

f'!'h)\\~n1('nt 1..1f 5CCL:rltl('S ..:Crtlfi 

dealers. banh-s. trust cornpdnlc 

>Ubsd1ar' of The Dcposnory I 

\at10md Sccunt:cs Clcanng C 

dca:crs. ba:1ks. trust cD:~~pJn:cs. mcd 

th .l Direct PnrlrcJp:cn:. c:th.:r :heel; 

ng: .-\A.·\ lice D I ( Rules <'?Jlhc:dc 

\1ZJrc i·1fc"111a:m:-t abcJu\ DTC c'<J:J be 

_____, .. ust 1)C :n;1d~ by c-r throu~h D:r:ct P:::~ic:pnts. 

TIK D\\ ncrsh:p •ntcrest cl· each ;:ctual p:.rc'ra:;c 01 

on the: Direct and ilrdircc: P:Jrt1crpnts· r~;,m.i:; 

DTC of ;hen pu:·chasc. Bcn:li;::J: U:\ nvrs ;:rc. 

hc>WcHT. C\pCCtcd tC• ?'CCCI\' \\ r; 1 C:Oll ~ tr:ilt 111S prov1d1:1g dl't:J1\s vf the tr~mact:OII. aS \\ CJ1 :lS ;>Clcld.C 

>tJtcmcnts <)f their holdmgs. from " Dm·ct or I n-cct Pamc1pant throc;g:r whtch the !Jcndictal 0" n~r c:ltc:Tc .. nt>:• 

t:1c tr~ms~lCtlon. Tran:,fcr::-; of O\\ 1Krs ~ in the ~ccuntJcs arc to he (JLL\)lnphshcd b;. cn7;Jes n1~ldC' <Jn the 

boo;,<; o:· D1rc~t ,md lndn.::ct Panictpants acting on behalf of lkn.:!lc1~1 Owners. tkncfi~J:.Ji (l,"-,.:Js '' :il nil\ rc,:L:' c 

~(':'"tiflc~tcs r.:prcscnt1tlg thc1r Ln,ncrsr:ip interests ln Securities. c".ccpt :n t~1c C\Cnt th;:.1t usc \1t'1hc !'n<,k~(Ttry s>stcrn 

t~""r thL' Sc-curnic::; 1s dls('l•lltlnucd. 

·t Tl> f~~;:tiitatc subsequent ttJnskrs. ail Sccunt:c:s JqJo>itcd :1y ;):rcct ParticipJn:, 1\lth DT( :.:n.: 

rcgJstcl cd 111 the name of DTC's p<.::lJ:c:·ship JhJmin~c, Cede & Cc' .. ur su<.:h ·Jthcr name a> 111::\ l'c r~:ju~:>tcd LJ, JJ', 

;,uthon;cd rcprcscntat:vc ,,f DTC. ·n,c: dc:pCSit of SccdritiCS With o;c and :il<:Jr :c·gistrauc>ll ill :he J'am;; ul Cc<~c &: 

Co. or '11,:h other DTC 110mincc do not effect ur.y .:hangc 111 bcnctlciJI c>\\nc:rship. DTC has no kno" lccgc o!' tk 

actual fknclic:JI Owners of the Sccu~111es: DTC> re.:ords r.:~kct o:ily the: :dcnta\ uf the D1r~d 1',::-\J~ipa!lt" :ll 

"h,1.sc: acnnmts su.;h S.:.:ur:t1cs arc crcdJh::l:. wh1ch may or 01~ay not be t'~c I3cnclicl~l (),,ncr>. The D1rcc .J:Hi 

hcnTct Pan;c;p:mt> will rcrn::11n rcspom;blc for kccp111g ac.:c>unt ,~fthc.r :wldmgs on behalf o: thur c'U>tomc::·,. 

BL O.R c!3!25iOB 
Snu:nru: A 

( ro Ulanktt ls~u::r- Lcn;::r of Rc:pn:s::::n:~t,onsJ 

5. Cc'l'i\'C!<lllCC ,,f notices ;,nJ otht:r cc•mmumcatJOn> bv DTC tc.l D1r~.:: PartlClJ.l<'n's. b) Dmx: 

l'artlcipants tnlndJrcct Part!C'Ip:mts. and by Direct Part1c1pants and Indirect Partlclpants ll' Bcncti::.al Ownc1s ".!:be 

go\ cmd by :;nangemcnts among :hem. sL.hJeCt to an: statutorY or reguluwry rcquJr..:rncnh <:s may be :n cfkct trDm 

llln.: to tnne. IBenef;cial Owners pf Se.:unt1cs may w1sh to take ccn<cin steps to :;,ugment th:: transmissl<Jn to 1hc:m ,,,­

nJticc:; of stgm tlc.:.mt C\ cn!s \\'lli1 rcspct~t to the Sccurl:les. suc!1 a_'> rcdcrnp11ons, tenders. dc-f'aJits. and tJ:·~..•;JI..IS:.:J 

amendments to the Sccunty d\>curncnts. For example, Beneficial (hqJcrs of Sccuntics may \\ JSh tc> asc<:rlJm I hal 

the nominee holdmg the Securiucs for their bcnc:i: b;s agreed to obtam and transmit ::otJccs to Bcndic:;,;l Cl11 ncr;. 

in ~h~.· allelllJtll·c. !3cncfic:al 011ncr> may w;sh to pru1 ide then· namcc> dnd · ddrcsscs to the re-gistrar anJ rcq;;cs: that 

CO;JJ<.:~ \--d' nl)tH.:c~ be pr~.n tdcJ d:rcctly to thcn1.l 

1 o. Redcmp:ic•n notJci2S sha:l b~ sent to DTC. 

rcdcc·m.:d. lYI ("s pract1.:c· 1s w Jctcm1ine by lut Ih.: amount of !he Jn:crcst n ca 

:)c red(':.:-n;cd.) 

'\cl!:l\:: DTC nur Cede &: Co. (m>r · , u o::sc·1t n: \\AC \'- it!J :':...:sp ....·ct tl) 

Scc.rrillcs unless Juthorllcd by a Dirc.:t P~n1rcrp Pr~..-H..'C(i\;rz~;.; L.. ndct 1ts U't.;:.t. 

pr()ccdurcs. DTC nulls an Omnibus Pr,;,y to ·d i:~tc. The ()m1Jbt;,; Pre>\\ 

8. 

S: C;' .. ,,r S.JC 1

1 orhcr nomi:~c.: < 

credit Drrcct Pan.icip.mts' acco .1\s 

\\ Hh SC'CL:f1l1CS 

rcsp<>n~"b' !Jty ·r, ·ub.1c....:: t:.:; a;,: statute,:·: 1'r :·'-'g.u!~th.'l) 

c-dcm, 'io. lr•xccds. d:,tr·butlc>ns. c:nd :.h :dell~ 

utlwrJ/CU repn:scnt:l!i\c uf D!CI :5 


wmc:1ts to D:r;;.:t Pam~oants ·.;·Jil bo: :he 


cncfic1JI 0'<•:ncrs \\'111 be the n:''Jl'lll'Jiv!11\ ()( 


· n ti ...:t: tv ck~t .,_ nJ\(.; n~ St:ct:ntJcj ;.LHchL:.~cd or ~c:d(·Jc(:, thl(.*L.gi1 :ts 

sh;d] effect del11 cr;. llf such Sccur1::cs by ca~Ismg the DHTl:\ 

1e ~ccuritJcs. on DTC s records. 10 [Tender Rcm"rkc:mg] ,\;c:H. 

· in conncctwn .,, tth :m upt;,,nal tender <>r a ~landat,,:·v pmcr·asc 

p ngl' m the SccllntJcs arc:' .!'lStcr-rcd by Direct P:li11ciparlts o:1 DTC'" 

.._..._....,..._r.dercd Sc.:untics to [Tcukr RcmJrkcm:g; A;c!c:1t. s DT\.. ;;cc<u:J:.] 

I(I. LYI C rn''Y discon:nn.c pr~)\"lcimg 1ts sen 1;.-:cs as dcpuSJti..;r~ \\ ith respe-ct I() rhc ScL~un:u.:s at ~!O> t;rnc 

b: ~1\ 1:-1g n..-~honab;c t~o:1cc :._--,Issuer or ,\gcnL l'~1dcr s~:ch circLnt;;;ranc.:-s. in :he C\ cnt tf:.!t a ..:;uc:cc.;:;:-:.or dcp~._,<-:!t"try 1~ 

::ot ob:aincd. Scc,,ray ccr11ticarcs :Jrc reqUired tt> bL· prm\cd m;d dc';·.crcd. 

II. Issuer may dcc1dc tl> diSCllll!Ir:L.c usc,,~· the systcmllf )oo;.;-cmn··oni:; transfCrs thc>ugh DTC (c>r .: 

slic\:css·:>r sccunnes dcpt,S!le>r) ). In that C\Cnt. Sr(·un!y ,·eruficJtcs wlil be pnntcd ~lr.d dch ercd 10 D 1 C. 

12. !11;: infonnal1on i:1 th1s section concm1ing DTC and DTCs bol>k-c·r.tr) sys:cm has bc:cn ul,tamd 

f:·om S•:>uJc~s that Issuer bc:lc\<:S ~o b~ rcliab'c·, but bsucr take;; ;w rcspmisJbilJtv fur thL' :l,·;;ur<•c::, t

1

l<:ro:,·,f. 

BLOR 03i25!0B 
The Depository Trust Company 

A subsidiary of The Depository Trust & Clearing Corporation 

Representations for RegulationS Securities 


to be included in DTC Letter of Representations 


Multibank 2009-1 CML-ADC Venture. LLC 

.. ····---------------------------­ '-'ame of Issuer anti Co-hsuer(s) if applicahle 

Purchase Money Note due 2012 

Security Description indudin~: series designation if applicable 

I. 	 name ofDTCs nominee, Cede 

curi e 1 and were eligible for transfer 

c 	 rities Acf'), and identified by 

c CfNS idcntitication number 

to do so. 

as Cede & Co. is a record owner of the 

g ights and receive the full amount of all 

distributions p· ledge that DTC shall treat any DTC 

Participant Cf L'> as entitled to the full benetirs of 

ownership of s 

ackrmwleJgc th. 

1 1itor •X ascertain the compliance of any transactiL'!lS in the 

RL e J44A: (b) of other exemptions trom rcgis1rarion undcrth.:: 

se urities laws: ur (c) of the offering documents. 

A ··Lt:g.al!~ f..::..,t;-;~;...:..1 :'~z.:~m.:~- ,;:. ~~ :::ec:...o.r;~y tl::.1t 1::;:... ~<.:~trt:..:tc:J :-.t:';..::..i.rll~·· a:-. dei:i;lo::d i:l R.<lit: i-~ H.:l(.~l \ · ;,_or:li:t,:\::<:li_· 

R=.:::-tr:..::..:J ~e...:::~;r1!~ !.., .1 ·)(\...!r::: :hat '<!f>ut: 13'-LJ.~Ct: .-u~d ....-~>:-:tir.:J;lt!: ·:1..::~; :t~:- ·-:.1'\ ,_)r~>: he '>\Jt'J p:.H:-.i.l~1:;~ (t1 k::::-~i~1::n:1 ') :~t~JL:r ~~t..' 

s~...:untics ·\CL Ruk l-l~,\. Rill;: : .... ,t ••f U1 ,t ~i"~lW<1..:t!o;) t:,~::1pi f:-(~:r: the r::g.t:;-\::·;l!~:n rt'-iuirt~:;...:nts \);-~h..:'-~..--.:~.(!~!<.::' \(~ i'•l:·:-.c;);l\ ~;,) 

'SC'Cl!tl'" ~ \~i :h.t· s~'L:;; ~!i.;.;; \G ;m,._: !"1·:-: l~1\(Jj-. in;; ::ny pt:bh..: ;_:,(f;_•r[ng: ;;J"I);'i~·:'t·::.f. h(.•\·:,.;·:~:· ·.f;:.!t ,··r::.::-.: !hC ~((\...>(:~ -, :', !(~ ~- ;!:--: 1 ,;1.!.( (11 t::.:.~ 

;-;nh·is:c~:> ...d-}{Jh: }.lJ.. ;;~>... ,_.j:p_s R.t.d~ 14-l.(~,; i i. it \'..i!\ :h..::-t:!J~ .:.:~<~:"Jt: :,, :~ ;i --<, :>~c....:::>arly i<:-...r;-~~·:rJ :-)-.:.:-~:l:r:· r:,~r ;--.~:rp•"-t:S ::-.:~ 

-.:!~~i!~!liun .. ~:: :;r,::.-:r ;·,ii..:. -i·..:~i·...:::::t:--:- ~:·t.ci;'t :.n ~· ·~u:>.. i...!.:r-.:d .! ·L..··~.d;: \-:; C.. ~:-:~:--~~..::t~::::l:; i..:.~:;t:-i.:tcJ '>'-·..:::Jfi!;. .. ::; ~.:i~:.....::-!;- ~:-:?. ,,,:,:u :t;.. 

;:i:..:~I :.;;~~ ~·..: .i "i :;.:~:;Ji: :•f ~ ,,;;;r.~ ... U~dl.'- i·L::-.ir:-;.:k;.~ '")<.."L..<liO~'- • 

tfPorcc, 


The Oepvsitory Trust & 

C/eatmg Corpotarian 
The Depository Trust Company 

A subsidiary of The Oepos;tory Trust & Clearing Corporation 

Representations for Regulation S Securiti{~S 

to be included in DTC Letter of Representations 


\!ultihank 2009-1 CML-ADC Vt.:ntmc. LLC . ------·-··· ·------------­ :\arne J)f l•suer and Co-ls,ucr(si if <~pplic~hle 

Purchase \foncy Note due 2012 - ... ·-- ... ----- ----------- --· S<curity l)~scription including •eries de>i~n•tion if applicahlt 

THE FOLLOWING APPLIES ONLY TO CATEGORY 3 REG 

(NOTE: ISSUER SHALL CROSS OUT ITEM 3 IF NOT A 

3. lssu;;:r represents tbatthe Sccur· cs arc ionS securiries as defined in 

Rule 903 \)t the Securities Act of 1933. 

eligible for transfer pursuant to Regulati 

be sent to (212) 85 5-327.:! cr (212) R5 5-500 l. 

.\!u:tihcrr:l.. :o;"'l·l '-\'!.-\DC \'~r:tur~. ~ ~-C 

B:-. · F::~..kr,d Dt:p.,'Sit ln~ur~L'1C~ (\1:--pDra.\i.>n .!.3 

f{;.~~cn er (or\ Mh1:.i; Faikd F111ancJ~~1 b:.;r;tu:io:>:-., 

a.; 'iolr \kmkr .cnJ \hnag'r 

Rt:Lei-.ed and ..~ccep!ed 

TilE DEPOSITORY TRl'ST CO\IP.\.'-;1 

Lh: ------. ···-·-···--·-·--·----··-­ \ .llhunft',l dffiu:r·"'l 'i:!n.tt;;n 

The Depas•tory Trust & 

Cleanng Corp::;r/Jiwn 
Multibank Structured Transaction 2009-1 CML-ADC 

Execution Version 

THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR 

PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 

1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE 

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN. 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

REGISTERED UNDER THE U.S. SECURITIES ACT OF 19 3, AS AMENDED (THE 

"SECURITIES ACT"), ANY STATE SECURITIES LAW THE UNITED STATES OR 

THE SECURITIES LAWS OF ANY OTHER JURISDICTI , NO THE ISSUER HAS NOT 

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

AMENDED (THE "INVESTMENT COMP A "). T OLDER HEREOF, BY ITS 

ACCEPTANCE OF THIS PURCHASE MON N S NTS THAT IT HAS 

OBTAINED THIS PURCHASE MONEY TE ON IN COMPLIANCE 

WITH THE SECURITIES ACT, THE E T, ALL OTHER 

APPLICABLE LAWS OF THE UNIT ATES 0 RISDICTION AND 

THE RESTRICTIONS ON SALE AND SFER S CUSTODIAL AND 

PAYING AGENCY AGREE E TO ONEY NOTE 

(THE "CUSTODIAL AND A N DER 

HEREOF, BY ITS ACCEP CE OF MONEY NOTE, RTHER 

REPRESENTS, ACKNO GES AND T IT WILL NOT REOFFER, 

RESELL, PLE OT SE TRAN URCHASE MONEY NOTE (OR 

ANY INTERE T IN COMP THE SECURITIES ACT, 

THE INVEST T AND ALL E LICABLE LAWS OF ANY 

JURISDICTIO E WITH CER IFICA TIONS AND OTHER 

REQUIREME TOOl L NO PAYING AGENCY 

AGREEMENT T NSFEREE (1) THAT IS A 

"QUALIFIED PU THE G OF SECTION 3(c)(7) OF THE 

INVESTMENT CO ASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A QUA PURC ER, (2) THAT (I) WAS NOT FORMED FOR THE 

PURPOSE OF INVESTIN S ER (EXCEPT WHEN EACH BENEFICIAL 

OWNER OF THE PURCHAS ALIFIED PURCHASER), (II) HAS RECEIVED 

THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS IF THE PURCHASER IS 

A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (III) IS NOT 

A BROKER-DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS 

THAN U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A 

PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN IN 

WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY 

DESIGNATE THE PARTICULAR INVESTMENTS TO BE MADE, AND IN A 

TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE 

INVESTMENT COMPANY ACT EXEMPTION AND (V) AGREES TO PROVIDE NOTICE 

TO ANY SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED 

IN THIS LEGEND AND (3) THAT IS A PERSON WHOM THE SELLER REASONABLY 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-2 

468-003/AGR/24395034 
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A 

UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" IN COMPLIANCE WITH 

RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE (I) THAT IS 

NOT A U.S. PERSON (AS DEFINED IN REGULATIONS OF THE SECURITIES ACT) AND 

IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION 

(AS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN COMPLIANCE WITH 

RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND (2) 

THAT IS NOT A "U.S. RESIDENT" WITHIN THE MEANING OF THE INVESTMENT 

COMPANY ACT AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A 

PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$500,00 FOR THE PURCHASER AND 

FOR EACH ACCOUNT FOR WHICH IT IS ACTING. E PURCHASER OR 

TRANSFEREE OF THIS PURCHASE MONEY NOTE WI E DEEMED TO HAVE 

MADE THE REPRESENTATIONS AND AGREE NTS S T ORTH IN THE 

CUSTODIAL AND PAYING AGENCY AGREE 

.__._...~E EXCEPT IN 

·~......"". AND IN THE 

TRANSFER IN 

CT, WILL BE 

TS TO THE 

UC ONS TO THE TRARY TO 

EDIARY. EACH RANSFEROR 

OVIDE NOTICE OF THE 

IN THE CUSTODIAL AND 

IN ADDITION TO THE 

R CUSTODIAL AND PAYING 

OF BENEFICIAL INTEREST IN 

"-.....,:L"'S MONEY NOTE IS PAY ABLE AS SET FORTH 

HEREIN. ACCORDINGLY, OU ANDING PRINCIPAL OF THIS PURCHASE 

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

FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE MONEY NOTE MAY 

ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE PAYING 

AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND 

WARRANTED THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE 

PERIOD OF ITS HOLDING AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF 

OR USING THE ASSETS OF, A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE 

RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR 

2 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-2 

468-003/AGR/24395034 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 

"CODE"), OR A FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT 

TO ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY 

SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF 

ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING 

(INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS HEREUNDER) 

AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) 

WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED 

TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, 

IN THE CASE OF A FOREIGN, GOVERNMENTAL OR CHURCH PLAN, A VIOLATION 

OF ANY SUBSTANTIALLY SIMILAR FOREIGN, FEDE L, STATE OR LOCAL LAW). 

ANY TRANSFER, PLEDGE OR OTHER USE OF PURCHASE MONEY NOTE 

FOR VALUE OR OTHERWISE BY OR TO ANY PERSON ONGFUL SINCE THE 

REGISTERED OWNER HEREOF, CEDE & CO AN ST HEREIN, UNLESS 

THIS PURCHASE MONEY NOTE IS PRESE TE ORIZED 

REPRESENTATIVE OF THE DEPOSITO TR "DTC"), NEW YORK, 

NEW YORK, TO THE ISSUER OR IT G N OF TRANSFER, 

EXCHANGEORPAYMENTANDA RCHA ISSUED IS 

REGISTERED IN THE NAME OF CED 0. OR NTITY AS IS 

REQUESTED BY AN AUT NT NY PAYMENT 

HEREON IS MADE TO C 

3 AND 1275 OF THE INTERNAL 

ASE MONEY NOTE IS BEING 

CONTACT THE FEDERAL 

ET, N.W., ROOM F-7014, 

A I, AND THE FDIC WILL 

E IELD TO MATURITY OF THIS 

THE FAILU PROVID T E ISSUER, THE CUSTODIAN OR THE PAYING 

AGENT WITH THE A ABLE U . EDERAL INCOME TAX CERTIFICATIONS 

(GENERALLY, AN INTE N E SERVICE FORM W-9 (OR SUCCESSOR 

APPLICABLE FORM) IN T SE A PERSON THAT IS A "UNITED STATES 

PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE OR AN 

APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR 

APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A "UNITED STATES 

PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY 

RESULT IN THE IMPOSITION OF U.S. FEDERAL BACK-UP WITHHOLDING UPON 

PAYMENTS TO THE HOLDER IN RESPECT OF THIS PURCHASE MONEY NOTE. 

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN 

EXCESS THEREOF. 

3 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-2 

468-003/AGR/2439503.4 
PURCHASE MONEY NOTE 


Certificate No.: NT CL A-2 REG S 


ISIN No.: 


CUSIPNo.: 


$0 February 9, 2010 


FOR VALUE RECEIVED, Multibank 2009-1 CML-ADC Venture, LLC, a Delaware 

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

pay to the order ofCede & Co., or its successors and registe assigns, the principal sum of $0 

(Zero and 00/100 United States Dollars) (or such other amou t shall be the outstanding 

principal amount of this Purchase Money Note shown on Sch u A hereto). No interest shall 

accrue on the outstanding principal amount of thi ase M e Note. The entire outstanding 

principal amount ofthis Purchase Money Note shal du d ble on February 25, 2013 

(the "Maturity Date") or such earlier date e due and payable 

pursuant to the terms of this Purchase ey 

The principal ofthis Purchase Mo 

United States of America as a of p 

private debts. All payments ad~-~ 

be subject to the priority of ay 

Agreement dated as of [Inse 

Insurance Corpor~·-~ 

ofthe Purchase 

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

written consent ofthe Purchase Money Notes Guarantor. Any amount repaid or prepaid 

pursuant to this Purchase Money Note may not be reborrowed. 

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

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

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

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

Servicer or any oftheir Affiliates. 

4 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-2 

468-003/ AGR/2439503 .4 
Payments on this Purchase Money Note will be made by the Paying Agent by wire 

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

the Holder to the Paying Agent in writing or, at the option ofthe Holder hereof, by check to such 

address as the Holder shall have designated to the Paying Agent in writing, in each case without 

the presentation or surrender of this Purchase Money Note or the making of any notation hereon. 

Notwithstanding the foregoing, the final payment on this Purchase Money Note will be made 

only upon presentation and surrender of this Purchase Money Note at the office or agency 

maintained for that purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of 

principal of, or any other amount owed by the Issuer pursuant to, this Purchase Money Note 

becomes due and payable on a day other than a Business Day, the maturity thereof shall be 

extended to the next succeeding Business Day. 

This Purchase Money Note is limited in right of paym n to certain collections and 

recoveries respecting the Loans, all as more specific lly set fo 

Agency Agreement. As provided in the Custodial ing ~ 

withdrawals from the Accounts may be made 

purposes other than distributions to the Ho 

e 

the Custodial and Paying 

cy Agreement, deposits and 

m time to time for 

ed only upon 

the requested 

d by, or 

holder hereof or 

Upon request B a Purchase Money Note that a new Purchase Money 

Note be issued or upon re i of evidence reasonably satisfactory to it ofthe 

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

the case of loss, theft or destruct! · demnity reasonably satisfactory to it, or (b) in the case 

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

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

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

Note. 

The Paying Agent, the Servicer and any agent of any ofthe foregoing, may treat the 

Person in whose name this Purchase Money Note is registered as the owner and Holder hereof 

for all purposes, and none ofthe foregoing shall be affected by notice to the contrary. 

5 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note Reg S A-2 

468-003/ AGR/2439503.4 
The occurrence or continuance of any one or more of the following events, whether such 

occurrence is voluntary or involuntary or comes about or is effected by operation of Law or 

otherwise, shall constitute an "Event of Default" pursuant to this Purchase Money Note: 

(a) the occurrence of any "Event of Default," as defined in the 

Reimbursement, Security and Guaranty Agreement; or 

Upon t fDefault s e "tied in paragraph (a) above, the Holder 

may, with the co Notes u antor, and the Holder shall, at the 

direction of the P c se Money No u ntor, m a ition to any other available remedy, by 

notice in writing to e suer, declar h Pure oney Note to be immediately due and 

payable, together with ther amou s wed by the Issuer pursuant to this Purchase Money 

Note, and on delivery of notice, e npaid principal amount of this Purchase Money Note 

and any other amounts owe uer ursuant to this Purchase Money Note, shall forthwith 

become immediately due and pa out the necessity of any presentment, demand, protest 

or any other notice of any kind, all ofwhich are hereby expressly waived by the Issuer. If an 

Event of Default specified in paragraph (b) above occurs, this Purchase Money Note shall 

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

other amounts owed by the Issuer pursuant to this Purchase Money Note, without any action on 

the part ofthe Holder and without the consent of the Purchase Money Notes Guarantor. 

If and to the extent the Purchase Money Notes Guarantor makes any payment to the 

Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the Purchase 

Money Notes Guarantor shall be subrogated to all ofthe rights ofthe Holder with respect to any 

claim to which such payment relates to the extent of such payment, and the Holder, upon 

acceptance of any such payment, will be deemed to have assigned to the Purchase Money Notes 

6 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note Reg S A-2 

468-003/ AGR/2439503 .4 
Guarantor any and all claims it may have against the Issuer or others and for which the Holder 

receives payment from the Purchase Money Notes Guarantor pursuant to the Purchase Money 

Notes Guaranty. Upon the request of the Purchase Money Notes Guarantor, the Holder shall 

execute written assignments of such claims. 

The Issuer shall pay to the Holder hereof such additional amounts as shall be sufficient to 

pay the Holder's actual and reasonable costs and expenses of collection, including without 

limitation reasonable attorneys' fees. 

No delay, omission or waiver on the part ofthe Holder in exercising any right pursuant to 

this Purchase Money Note shall operate as a waiver of such ri ht or any other right ofthe 

Holder, nor shall any delay, omission or waiver on any one c sion be deemed a bar to or 

waiver ofthe same or any other right on any future occasion. ept as otherwise set forth 

herein, the rights and remedies ofthe Holder are cumulative ot exclusive of any rights or 

remedies the Holder would otherwise have. 

The Issuer's obligations pursuant to 

unconditional and shall not be affected 

All notic s, ications required or permitted to be 

given or delivere ons fthis Purchase Money Note shall be in 

writing and shall be le address or electronic mail address of 

the parties specified b or to such other address or electronic mail address as 

shall be designated by su in a n ti to the other parties. All such notices and other 

communications shall be de e giv: nor made upon the earlier to occur of (a) actual 

receipt (or refusal thereof) by th party hereto and (b) (i) if delivered by hand or by 

nationally recognized courier service, when signed for (or refused) by or on behalfofthe 

relevant party hereto; ii) if delivered by mail, four (4) Business Days after deposit in the mails, 

postage prepaid; and (iii) if delivered by electronic mail (which form of delivery is subject to the 

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

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

7 

Multi bank Structured Transaction 2009-1 CML·ADC 

Temporary Global Purchase Money Note Reg S A-2 

468-003/ AGR/24395034 
lfto the Issuer, to: 

Multibank 2009-1 CML-ADC Venture, LLC 

700 NW 107 A venue, Suite 400 

Miami, Florida 33172 

Attention: Thekla Blaser Salzman 

E-Mail Address: Thekla.Salzman@rialtocapital.com 

with a copy to: 

Bilzin Sumberg Baena Price & Axelrod LLP 


200 South Biscayne Boulevard, Suite 2500 


Miami, Florida 33131-5340 


Attention: Alan Axelrod 


E-Mail Address: AAxelrod@bilzin.co 


and if to the Holder hereof, to: 

Manager, Capital Markets 


c/o Federal Deo.Q.I~Ioll.£1 

550 17th Stre 


r .._,~"" ___, Arlington, Virg · 

Attention: David Geann 

E-Mail Address: DGearin@fdic.gov 

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

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

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

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

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

8 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note Reg S A-2 

468-003/ AGR/2439503 .4 
The terms of this Purchase Money Note may be amended from time to time only by the 

written agreement of the Issuer and the Holder, subject in all instances to the terms ofthe 

Purchase Money Notes Guaranty. 

In any case in which consent ofthe Holder is required pursuant to the terms ofthis 

Purchase Money Note, such consent shall be governed by the provisions of the Custodial and 

Paying Agency Agreement. 

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

pursuant to this Purchase Money Note shall be governed by and construed in accordance with 

federal law, but if federal law does not provide a rule of dec is· n, it shall be governed by and 

construed in accordance with the law ofthe State ofNew Y excluding any conflict of laws 

rule or principle that might refer the governance or the const c on ofthis Purchase Money Note 

to the law of another jurisdiction. 

(a) Each ofthe Issuer and each lder is not the FDIC; any 

Holder that is not the FDIC, a "Non-FDIC ·t If and its Affiliates, 

irrevocably and unconditionally: 

istrict Court for 

ffiliates 

IC, the "FDIC 

this Purchase Money Note or any 

court or disput 

action or proce 

·t, action or proceeding to any 

e FDIC Holder files the suit, 

s rt venu improper in either the United States 

ew York or the United States District Court for the 

District o Columbia; or 

asse that the United States District Court for the Southern 

""""'o...-"'":"s District Court for the District of Columbia is an 

inconvenient forum. 

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

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

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

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

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

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

9 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-2 

468-003/AGR/24395034 
(B) assert that venue is improper in the Supreme Court ofthe 

State ofNew York; or 

(C) assert that the Supreme Court ofthe State ofNew York is 

an inconvenient forum. 

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

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

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

States District Court for the Southern District ofNew York or the United States District Court 

for the District ofColumbia, and waives any right to remove or transfer such suit, action or 

proceeding to any other court or dispute-resolution forum w· ut the consent of the FDIC 

Holder, and agrees to consent thereafter to transfer ofthe sui a ion or proceeding to either the 

United States District Court for the Southern District ofNew o or the United States District 

Court for the District ofColumbia at the option of IC Ho 

(iv) agrees, ifthe 1 e o rt for the Southern District 

ofNew York and the United States Distr" Co lumbia both lack 

==~~"~u.=iii:.t. above, to bring 

York, and waives 

rt or disputen DIC Holder, on behalf of itself and its 

at any final judgment entered against 

~,_,=~~above may be enforced in any 

~,...,.}."' · e cably and unconditionally agrees that 

___s_u.,· action or proceeding pursuant to 

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

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

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

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

forum. 

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY AND 

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

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

10 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-2 

468-003/ AGR/2439503 .4 
AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE 

SITTING WITHOUT A JURY. 

On or after the 40th day after February 9, 2010, interests in this Temporary RegulationS 

Global Note may be exchanged (free ofcharge) for interests in a permanent RegulationS Global 

Note. The permanent RegulationS Global Note shall be so issued and delivered in exchange for 

only that portion ofthis Temporary RegulationS Global Note in respect of which there shall 

have been presented to the Depository by Euroclear or Clearstream a certification to the effect 

that it has received from or in respect of a person entitled to a beneficial interest (as shown by its 

records) a certification that the beneficial interests in such Temporary RegulationS Global Note 

are owned by persons who are not U.S. Persons. 

On an exchange ofthe whole ofthis Temporary Reg t n S Global Note, this 

Temporary RegulationS Global Note shall be surrendered tot e epository at its office. On an 

exchange of only part of this Temporary Regulati lobal t details of such exchange 

shall be entered by or on behalf of the Issuer in Sche . , following the issue of a 

permanent RegulationS Global Note in exc nge u hase Money Notes 

represented by this Temporary Regulati S G ur ase Money Notes are to 

be exchanged pursuant to this paragrap s e e without the issue of a 

new permanent Regulation S Global Note, dorsing Schedule A 

of the permanent Regulation ote ase in the 

aggregate principal amount su ton Global Note by ount equal to 

the aggregate principal amo nt ney Notes to be excHanged. 

Certificated Note, in each case 

Agency Agreement. 

Notes under the 

e for the corresponding Certificated 

stodial and Paying Agency Agreement. 

ange of or increase in any interest represented by this 

n rsed on Schedule A hereto to reflect the reduction of 

en d hereby. 

Title to Purchase Money o all pass by registration in the Purchase Money Notes 

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

No service charge shall be made for registration oftransfer or exchange ofthis Purchase 

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

other governmental charge payable in connection therewith. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

II Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-2 

468-003/AGR/24395034 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually 

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

Multibank 2009-1 CML-ADC Venture, LLC 

By: 	 Federal Deposit Insurance Corporation, 

as Receiver for various failed financial 

institutions listed on Schedule B hereto, 

as Initial Member 

!Signature Page to Global Purchase Money Note RegS (Class .'\·2)] 

Multibank Structured Transactton 21.iO'l-l CMI.-ADC 

Temporary Glohal Purcha.<e Money Note Reg S A·l 

468..()<JJiAGR/24J9503 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

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

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

Remaining Principal 

Part of principal amount of amount of this Global 

Date exchange/ Original principal this Global Note te following such Notation made by 

redemption/repayment/ amount of this exchanged/redeemed/ x ange/redemption/ or on behalf ofthe 

increase made Global Note repaid/increased p ment/increase Issuer 

A-I 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporal)' Global Purchase Money Note Reg S A-2 

468-003/ AGR/2439503. 4 
SCHEDULEB 

LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS 

1

BankName !city !state jFund !Closing Date 

:Columbian Bank and Trust Topeka KS 100 11 August 22, 2008 

!Integrity Bank Alpharetta GA 10012 August 29, 2008 

1Silver State Bank Henderson NV 10013 September 5, 2008 

!Freedom Bank Bradenton 10019 October 31, 2008 

Security Pacific Bank Los Angeles 10020 November 7. 2008 

[Franklin Bank, SSB 10021 November 7, 2008 

!The Community Bank 10022 November 21, 2008 

/First Georgia Community Bank 10025 December 5, 2008 

Haven Trust Bank 

iBank of Clark County 

MagnetBank 

1 

FirstBank Finane 

1 004 7 March 20, 2009 

10048 March 27, 2009 

Multibank Structured Transaction 2009-1 CML-ADC B-1 

Temporary Global Purchase Money Note Reg S A-2 

468-003/ AGR/2439503.4 
THE DEPOSITORY TRUST COMPANY (DTC) ELIGIBILITY QVESTIONNAIRE 


DTC is a subsidiaQ' of The l>cpository Trust & Clearing Corporation 


To make a nt:w 1ssue of securities DTC eligible. the completed qucsuon:urc woth a copy of the offering statement (in prclinnnmy or final fonn) at least 10 

business days pnor to closing date must he submitted to DTCs Undcrwntin!.! Dept. lfCUSIP inforrnati\m i~ nvt mcludcd. please provide l>TC in writing of 

cus1p numbers. interest rntcs. ami final Tllllturitics at least seven bustncss days prior to the closing date. 

(Please check one) 

Municipal Ocorporate DLimited Underwriting + 

x ABS DeMo 

lease indicate whether or not the issue is a "security" as such term is 

dined m Article 8 of the Ne"' York limform Commercial Code. ONo 

lease indicate whether or not the 1ssucr is a United Kingd"m entity.

DNo 

Registered with SEC 

Eligible for resale under rule 144A o: the '33 Act 

Eligible for resale under rule Rcgulauon S of the '33 act 

Issuer relying on Section J\¢{ 7) of the '40 Act 

Exempt under Rule 3(a.)(2) of the '33 Act 

Exempt under another exemptinn(s)c 

ultibank 2009·1 CML-AIX' VENnJRE LLC 

Issue Princip~~l A mtiOffenng. A 

·losing ll.wte: 

s this a book-en!J) -only issue ( 

nvestors)? DYes 

If yes. a l.eller of Representaticms 1. e 

l>ocs this issue contain a put1tender feat 

If yes. a Lcllcr of Rcprcsl"Titllll<m~ lor non· 

cx:uritics is rcquincd) 

CO:"'TACT INFOR.\iATION 

ito Cassano 201-499-20~1 

Phone 

DTC Participant account number to be credited at the time of 

losing: 

'flead tmdem•riter is not a DTC Particpanr, pii!IISI! pro••ide 

/~ring DTC Participant i11jormarion. 

Clearing DTC Partlctpant: 

~on tact l'hone 

Wells Far!!o 

Transfer Agent Name 

Amy Doyle 41 0-8S4-2152 

lransfer Agent Contact Phone 

Paying Agent Name 

raying Agent Contact Phone 

8(11ld Counsel 

Phone 

Phone 

hone 

NG PROCF..SSING INFOR:\1,\TION TO BE 

R AU. ISSl 'ES 

lfYes. FAST:t 

Name of lirm sh1pping or dclivcrin!! the s~'Cunties: 

CunU1ct name: 

Phone: 

.'IIOTE: Please usc the addn:ss h~ted on the ('llSIP INFORMATION page to 

deliver securities to DTC at least une business day before closing 

F<>r additional infom1atic10. plca~c contact [)TC's 

Interface/Underwriting l>cpammnt at th~ numbers prmidcd. 

flY· 

Authorized Officer·~ Signature 

*For non-in\'C,5tment~o:rade Rulr 144A issues. PORTAl. appr.,,al i~ rt'quired. Contact NASD at (202)728-8479 
CUSIP INFORMATION 


Fi nall\laturity/ Principal/ Offering Interest Rate 'fypc of Issue* 

ExJ:!iration Date Amount 


0.00% 2/25/2012 0 T 


2 0.00% 2/25/2012 0 T


- 3 0.00% 2/25/2013 0 T - 4 0.00% 2/25/2013 0 T - 5 0.00% 2/25/2014 0 T - 6 0.00% 0 T 

7r-------------­

8r------------------­

9r-------------­

10r-------------­

••r-------------­

12r-------------­

13 ~------------

14r-------------­

15~------------

16r-------------­

17r-------------­

18r-------------­

19r-------------­

20~------------

DTC Mailing Addresses: 

Cusip ~umber 

2/25/2014 

* C=Capital Appreciation, P=Put, S= Serial. T=Term 

DTC Undt!rwriting D<'partmcnt J•hone Numbers: 

Price 

Issue Eligibility: 


Municipal 


Fax 


Undenniting Processing: 


Fax 


Interface/Underwriting: 


Fax 

(212)855-3 704 

(212)855-3 726128 

(212)855-J752153154155 

(212)855-3607 

(212)855-8820/8821 

(212)855-8703/8707 

Authorization for Closing: 

Closing (212)855-3752153154/55 

Fax (212)855-3607 

Department Managers: 

(212)855-3793/3733 

Fax (212)855-3726/3728 

Undenvrlting Dept 

Attention: Eligibility Department 

The Depository Trust Company 

55 Water Street, 28th Floor 

New York, NY 10041·0099 

Delivery of Securities to DTC 

Attent: Interface/Underwriting Dept. 

The Depository Trust Company 

55 Water Street; I SL- (Underwriting Securities) 

New York, NY 10041-0099 
The Depository Trust Company 

P.. S.J:Js,d:a~y of :~e Dep:::s;to;-y !t-.JS! & C!earmg Cor:::oca:1-:Jr· 

BLANKET ISSUER LETTER OF REPRESENTATIONS 

(To be cor'-pieted by Issuer and Co-lssuer(s.:. 1f applicable) 

\1ultibank 2Ll09-l RES-ADC Venture. LLC 

Fehruary 9. 20 I 0 

tDutq 

Attention: Lnderv.riting Department 

The Depository Trust Company 

55 Water Street. 1 SL 

\:e\v York. NY l 004 1-0099 

Ladies and Gentlemen: 

l5suer shall request to be 

e 'or deposit at DTC. and to ad tn 

··r represents kl DTC that issuer 

as the) n1a' :;c 

il \. 

~~.tl Dcpo~1t insurJncc C0rpuration J...\ 

R.~c;.,:p.:t.:r for VJ.rio~b Fa:k:J FirLmct:JI :nstl~ul!>.ln:>. 

matters. 

Received and Accepted 

THE DEPOSITORY TRlSf CO:\-lPA:\Y 

tf:fl DTCC. 

The iJ•pository Trost & 

CitNtrir:g Carpcrattoo 

~... ._, F:..:Je;aJ )~pt..b!t in.,:.:u;H..:::.: t..·:·rr-·.H::tl··;r, 

~_-:tJ l ~::. ..._,:;J.:d. ~\\.' :R:..·t.lfil :-·--(: l< 
SCIIEDIU: A 

SA:\IPLE OFFERI~G DOCl''lEYf LA~GL\GE 

DESC'RIBI:\"G BOOK-E~TRY-O~LY ISSl 1A:\"CE 

I. The LkpO'iJtory Trust Company ("DTC .. ), '\cw Yo:-k. '.;Y. Wlil de: as sccurTco; cicp0'Jl0f\ tor the 

s.:..:trlllcs (the .. Sc·c:untlcs"). The SccuritH:'S will be 1SSLCd as full) -reg1stc:·cc securities n:g1stcrcJ in th: na:c:c nf 

Cede &: CcL ( DTC s partncr:;h:p nominee) or such other name as may b<.' rcquc<.~cd by :111 auth(>Jvc·d rcprc,c·ntall \ c 

of DTC. One (ully-rcgis:crcd Scmrity ..:crt·ficatc will b<? issued for [c:.d1 1ssuc of] :ilc Sc·c'unllc'.'>. 'c·;Jchj in the 

aggregate pnncl p.ll <lJnc)Llllt of suc:h ISSue, am: \\!II be dc;JO'iltcd II ·th DT ··. rlf. lW\1 C\'CI' the agi,ll cga:c pri:JCif''-1: 

amount of [any] Issue c.xccl'ds 5500 miliic>n, 0ne cnu'icatc \\ill be IS uc with rcspc·e: to ca..:h S5!)(1 m::!Jcm ol 

pnnc1pai "mount, anu :111 :~dd1tHm~l CCT1Ificiltc \\ill be tSSLic·J with respect r.:man:m_,; ;JIInCJ?~I Jllli't:r'l u:· such 

<'i>Uc'.] 

tht: 

Cornrncr.:lal Code. and a "clcan11g agency" rc·g1 

E.\cbngc ;ct of 19J~. DTC lwlds and pro' 

cquitv ;ss.ucs, corporate and :nu11·cipal debt 1. ·ues , nd money L 

DT< ·~ par1'<:IpJ1Wi t"D1r~-:t Par:1c1pants") dcpos 

Di:cc Panicip:J:Ils of s;,lcs :.md ut'1cr · '" nucs ::·an 

booi-.-cntrv tra11sfcrs :md picdgc lC\\\ccn "Ct P 

""'\ cm..:nt c·i' secunt1cs ccnifi 

dealers. b:ll1ks. trust comp.;n:c 

;ub~tdmry of The DepoSitOr_\ r 

'\ut1011ai Sc.:unt:cs Clcanng C 

dca:crs. banks. trust cv:~~p~n:c·s. ;u~d 

th,; DJrcc·i ParlKip;,n:. ether ;hc:cl; 

ng: :\i\:\ ·1 he D f C Ru:cs qphcct~lic 

\1orc i:J:",,··ma:J():l akJUt DTC c.'Wl he· 

_____ ,Ll:it be made bv (•r thmugh D:1 ccr P;c:-:iq'Jnts. 

The O\\-n;.;rship 1nttr(;St L\1" each ;!CL:.1! p,~;\:::aSi.." !_J~ 

<,r: the D:rcct and induc.:: P"rtl c1 r~n: s · rcL,)rd•; 

Lkn.:ficwl Owners will nc rc~ ve wnttcn DTC uf tl1c1r purchase. 13-:n:f:c:Jl U'-' m-rs a~. 

lW\\TVcr. npccted to rccCJ\. wr. 1 .:on- rr:ul )!1S provid1:1g dcwds ('l the trJmact:Oll. <JS "c:: :.JS ;>ciJ.ld,c 

>latcm-:nts ,,f their holdmgs. from ,. Dn-cct or I trcct PartKipamthroug'l which the UcndicJal 0'.\ ncr c:~tc:rcd :nt•) 

t:1c trans~tCtlon. Tran~fcr::- of O\\ncrs~ ~ ........ s in the ~ccunt1cs arc ro be ~LL\)Tnphshcd b~ cnt;l~S rn,~~.:c \Jtl the 

books o:· D1rcct ,,nd lndH<:Ct f'Jrticipants :~cting on behalf nf lkncfici.Jl Owner<;. fkndicJ:.li 0" r . .:r, \\ ;o: 1111t rccc" c 

cc·:-;dicatcs r~prcscntmg thcrr c>\\ncrsh1p interests m Securities. C'\ccpt :n t'1e c1 cnt th~t u;;c ,,f the bnuk-cntr) s:.stcm 

r~•r thc Sccur:ue, 1s dis,·(·nunucd 

·~. To f~tLliitatc S:.!bscqucnt 11 Jnskrs. all Sc·c·ur:tic"s Jepo>:tcd :)y D:rcct bnicip;m::; ":tl1 DTC. c:re 

rcg:st~rcd 111 the name o" DTC's p<::1:~crshi!' numincc, Cede & Cc> .. or :,uch c>thcr na:nc: ~o Ill<:\ h: r~cjuc-,tcd ~!' Jr 

;,uthonn:d rcprcscntat.vc ,)f DTC Thc: lil..'pos;t of Scwritics With DTC <Jnd ::Kir :c·gistratJJ>n :n the: name ut Ccl1c' & 

Co. or >u..:h other DTC nominee do 11(>1 effect ar.y .;h~ngc 111 bcncficd (>\\ ncrship. DTC has no KnC1\' lccgc ol· tl:c 

actual 11cncfic:al Owners of the Securities: DTCs rccotds reflect only the :dcnt:t\ uf the Dm.:c:t !',::1I<.:ipant'i :o 

\\ ht '-'>C acrounts 5u~h Se~ur;t:cs i.ir~ crcd1tc\,:, 1,vhtch n1ay or !1~a: t~10t be the BcncficJJ.! <);\ 11e:rs. The Dlrcct a~H.i 

l:ilmcct P~n;c:p:mts will rcmam rcspc>m:ble for keeping ac,;,)ur.t ,)fthc:r 'K>ldmgs 011 behalf of their ,·c;,tomc::·5. 

BL OF~ 03/25/08 
SOIEIHU: A 

(To Ulank(.~t lssucr L.:ucr of Rcprcs:.::H~H:c,ns} 

5. Cc'li\L:yancc ,,t" no:iccs :md othe-r cc>mmumci.ilJOn> b;.· DTC tG Dm:..:: Par\JCJjlHll'S, b) Dm:.~: 

Pat1Jcipants t.> hd1rcct Panic1p.mts. anc: by Dn·cct Pamcipants and Indirect Part1c1pants te' !3cnctic,al Ownc1s >'-:::be 

gel\ cmcd by anangcmcnts among them, subject to any statutorv or regulator:; rcquircrn.:nts ''s may 0c 111 ~fk-:t Irom 

tllne w time. IBcnef'tewi Owners of Secunt1cs mJy wl!ih to :akc cc11ai1: steps w augment the transm1sswn to 1hcn~ ,,,· 

n'-'ticc;; of sigr:lticant C\ cn!s \Vllh respect to the Sccurl:les. such as rcdcn1p1ions, tenders. dci~t'J!ts, and p:·~-.~;)1JS(,;d 

amendments to the Seeunty dc)cuncnts. For example, Beneficial (he ncrs of Sccunt;c,; may "ish tel asc:cr:am that 

th;; nominee hn!Jing the Securities for thci~ bcnc!it hls agrccd to obti.!m and transrnit J:e'ttces to Bcnefici<d (hn~TS. 

in :he· ~llclllJll\"C. !3cncficml Q,, nero may" 1sh to pre>\ ide thcn name:, and, ddtcS>es to the r::g1strar Jnd rcq~cs: that 

copic~ ()flh)tn.:cs be pn.)Yidt.::J chrcctl; :v thcn1.l 

:''· Redcm;):ic·n not1.:-:s shaH be sent to DTC. 

rnke·mcd, Dl ( 

be rcd~·c-mcd.] 

Scectrit1cs unkss Juthvrllcd by <l Dirc.:t P:n1lctp' 

procedure:.. DTC nwls an Onmtbus PrcJ'Y to 

as::-i1gns (\:Jc &. Co.'s c:on~:.:ntlng or \ (•tlnt! 

credited on the rcc('~rd dute: (ldcr:tl;lcd Hi a llsrmg 

8. 

l"L~{'On~; b: ill} ·r~ ·ub_1c~: t::J i.i:-.y qatutP:·~ (..T :-.:g.ul~,t,)ry 

rcyLn:-crncnts ~ edc1n~ tlo. Jr....--:cc~ds. dbtr:bun~•ns. ;.,;nJ d:\ :,k·1~~ 

pa,;:;cnt:; to C utlwrut:u rc'j'r:.:scnt:ttJ\C uf D!Ci '' 

the rc·spe•nst~1t tv wme:Jts to D:rc-:t P~mi~i;xmts ,,Jil be· :he 

rLsrun•'l\)Ji!ly c> cncfict:JI (),•:ncrs w1ll be the rcsp<>n,Ji11ht\ CJI 

!);rcct ;,nd lndtrcL P· 

\lJ. · n tlc~ tv ck~. t. nJ\t.:: 1b Scz.:unt;cs p.ucha::,cc nr :c·:de1cC. thl(!.~g.:; :ts 

P:lt1tctpant. to en sh<tll effect dc:l\cry of Sl.ch St:cu:J::cs b~ ct~tsmg th: l"hcct 

l'Jntc"'p:mt to transfer :he .c Scc•Jrlttcs. on DTC s records. to [Tcndcr Rcm:d.:c:mg 1,\g~nt 

The rcqune·me·nt fc,r phys1ca in conncctwn "1th ~n upth.HHd tender c,r a ~landat•>:·v purer:.s,' 

"111 b-: deemed s::.tt.,ficd v.hcn !h wnc­ 1p ngl' 111 the Sc.:dnt;co; Jrc t':!':~fcrrcd b\ D1rcct Panic:pa:l\s o:1 DTC' 

t<Xc!rzh and t'oliucvcd bv <r book-entry ,,..____r.dcrcd Sccur:tics to [Te1~de-r Rcm~rkc:tn:g: Agc~l·, DTC :occo.1:1: ·1 

I 0. LYI C tlli.i~· discon~l:tliC priJ\·ldmg n:; scr\ l:.::cs as: dcp~)SliCr! \\·ith n::;pcct r~.; th(' Sccu:-1l1LS at ~!n~ t~nl(; 

b! t;l\ 1:1g n.-a:;,cnab~c !~oucc :'-'Issuer or Agent.. l'ndcr s1.:ch circt.nlqan.:cs. ~n :!1c C\ cnt tl":;.!t a .;;uc:cc<..sor c:cp~_•sltt>r> 1s 

:~ot obtained. St:cc.r:t\' cc11itkatcs JrC rcqum:d to l'C pnn\L'd <1fld dc::,crceL 

II. lssucr may dcctdc to d1scontlr.uc usc c•f the system of !:>oc,;.;-(:ntrY-only trar.:;fcrs tl~wugh DTC (c>r ,, 

succcssnr sccunttcs d~pos:tor:. ). ln that ecent. s~,·~nty certtfic:.Hes "111 be pnnted :md dt.:ll\crcd tv D I C. 

12. The infonmlwn i:1 this section conccming DTC and DTC s boc,k-e-r:tr:- system has ~l<.:<.:rt ubt:mtc:d 

fmm sourc;;s that l>sucr bc::cct.:s :c' be· r<.:liab:e·, but bsucr take> nc> rcsponstbtltt_v fur th,· J<:Cur<•C:> t'lerc·.''"· 

13LOR 03i25l0& 
The Depository Trust Company 

A subsidiary of The Depository Trust & Clearmg Corporation 

Representations for Regulation S Securities 


to be included in DTC Letter of Representations 


\!ultibank 2009-1 CML-ADC \.cnturc. LLC 

-.;ame of ls_,uer and Co-lssuer(s) if applicahle 

Purchase ~.foney Note due 2013 

Security OcHriplion including .•eric~ dcsi~nalion if applic~hlt 

I. 

~-tssigned to any securities cfth~ same cia. tha 

Issuer shall ensure that a n:S!P ,:or CI\;S ia 

to do so. 

ts as entitkd to the r'ui Ibenefit;.; of 

acknowleJge th 

. pee ,fthe \ecurities. and to receive from DTC 

· · w ·ze th::.t DTC does m't in any way undertake t(1. 

'- itor or ascertain the C!mpiiance of any trans:lctions in the 

c l.f-lA; (b) :-1 f ether exernrtic,ns from registration under the 

"e llritie.:; L:ms: or {cl oflhe ,,ffering dixuments. 

....,._...:;~:-:::~"- \·_:_ R:...:;: :4-~'\. R.:;~ l·~-*- ·.•; :E..: 'J,:::<:diL·n-:.:-.:~::~j:< ':--(;m ~he regi...;l:-:~t·t:=~ ::.·...;·.;i:.::~\c;.:~ .), t~....: ~c .. ;.;;!t; ...·:; \..:~ ;·\1·"---·.:.: t(• 

<·:.:;:,.:: -t .<.:i:l." "n:!ii:::t:'-; \ ... t .t:-, ..... 1~~< :r:.·.,,l\ -~ :2 ::r-: r~~r.:!.: .Jt!Crlc~:prt:}t:i~..·} ;,( ·---~·-.-( ... ::1.·: ·1.u: .J-:.: ---·:..~::;:: i:-. :-.(~;d r-·'-..;~1::n~ t~-~h·~ 

;~r\_,._ i ._, :::, · <. :{u :.: i -1--L : ·"- :u.._;; :.g i(.~~~.: 1..ql :-- ,~ l : •\.: l r: t.::::t: :~ ,:.: .::-.c ~o t"-,::.: ··c\:t.:J ~:~... :ku:-:· K..: ..:r :.... t.:J ~.:"' 1.1;:::- i ;•f ;··-·:-r~(. <::·,,: ·h 

.... •;.;;_ ;;,.... ;,' ., 

~~orcc. 

/l;e Depository Trusi & 

C!eBrmg Cotporaticn 
The Depository Trust Company 

A subsidiary of The Depos:tory Trust & C!eanng Corporation 

Representations for Regulation S Securities 


to be included in OTC Letter of Representations 


_vlultibank 2009- i C\1L-ADC Venture, LLC 

'\~me of I >suer and C<>-"suer(s) if applkabll' 

Purchase i\.toncy .:.Jotc due .2011 ---------··--······ ---·-···· ···--· -··- --·· -. -···---· ---------·--· -····----··--------------,---:-~ 

Sccurit~ IJcscription inclu.Jing series designation if:tpplicablc 

3. Issuer represents that the 

Rule 903 of the Securities Act of J933. 

eligible for transfer pursuant to Regula( 

identificati<:•n number (the "Regulati.:.'n S 

deliveries via DTCs Depos iciaant accounts 

maintained by banks that act EurocleJ.r) until 

f this "Deliver Order ChilL" ls~ucr or 

·be eliminated as ofa specified date. 

Section by a secure means (e.g. 

in a timely manner Jesig:1ed w assu~e that 

:ne~s t·,\o busincs:; Jays prior to the date 

by emaiL such r,,,r:cc shall be sent to 

be sent w (212) SSS-3274 or t212) 855-5004. 

\!ll't:h;cnk 2:)()<L I C\!l.-.-\DC \·cnturc. l LC 

ny 	 r~:.Jc:-al Depo--.it ln~-.H~HH:t:: C:Hyormion J_..;, 

R!;!t:Ct\'t!f !nr Variuu~ Fa:led Finanl:i~.Jlnst'Hil:\~ns. 

:b ',ok \krn::c:r ;md \1ar:ager 

Received ~md :\.:ceptcd 

THE DEPO'-'ITOR\ TRLST CO\IP\.\l 

--·--------- . 

<., "'"l.!tr. .f.J;;{Jlluhk 

B) :--- --·--·--------···-· 

ihe D&posir;;r; "ruSl & 

Ci&anng CDrporanon . ·;; . '. ~) " 
Multibank Structured Transaction 2009-1 CML-ADC 

Execution Version 

THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR 

PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 

1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE 

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN. 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

REGISTERED UNDER THE U.S. SECURITIES ACT OF 19 3, AS AMENDED (THE 

"SECURITIES ACT"), ANY STATE SECURITIES LAW THE UNITED STATES OR 

THE SECURITIES LAWS OF ANY OTHER JURISDICTI , ND THE ISSUER HAS NOT 

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

AMENDED (THE "INVESTMENT COMP A "). T OLDER HEREOF, BY ITS 

ACCEPTANCE OF THIS PURCHASE MON N S NTS THAT IT HAS 

OBTAINED THIS PURCHASE MONEY TE ON IN COMPLIANCE 

WITH THE SECURITIES ACT, THE ES T, ALL OTHER 

APPLICABLE LAWS OF THE UNIT ATES 0 RISDICTION AND 

THE RESTRICTIONS ON SALE AND SFER S CUSTODIAL AND 

PAYING AGENCY AGREE E TO ONEY NOTE 

(THE "CUSTODIAL AND A DER 

HEREOF, BY ITS ACCEP CE OF MONEY NOTE, RTHER 

REPRESENTS, ACKNO GES AND T IT WILL NOT REOFFER, 

RESELL, PLED OT SE TRAN URCHASE MONEY NOTE (OR 

ANY INTERE T IN COMP H THE SECURITIES ACT, 

THE INVEST E T CO AN T AND ALL E LICABLE LAWS OF ANY 

JURISDICTIO ND IN ACCO E WITH CER IFICA TIONS AND OTHER 

REQUIREME PECIFIED IN T STOOl L ND PAYING AGENCY 

AGREEMENT D TO T NSFEREE (I) THAT IS A 

"QUALIFIED PU SER" WIT THE G OF SECTION 3(c)(7) OF THE 

INVESTMENT CO Y ACT PU SING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A QUA PURC ER, (2) THAT (I) WAS NOT FORMED FOR THE 

PURPOSE OF INVESTIN S ER (EXCEPT WHEN EACH BENEFICIAL 

OWNER OF THE PURCHAS ALIFIED PURCHASER), (II) HAS RECEIVED 

THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS IF THE PURCHASER IS 

A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (III) IS NOT 

A BROKER-DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS 

THAN U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A 

PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN IN 

WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY 

DESIGNATE THE PARTICULAR INVESTMENTS TO BE MADE, AND IN A 

TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE 

INVESTMENT COMPANY ACT EXEMPTION AND (V) AGREES TO PROVIDE NOTICE 

TO ANY SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED 

IN THIS LEGEND AND (3) THAT IS A PERSON WHOM THE SELLER REASONABLY 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-3 

468-003/ AGR/2439516.3 
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A 

UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" IN COMPLIANCE WITH 

RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE (1) THAT IS 

NOT A U.S. PERSON (AS DEFINED IN REGULATIONS OF THE SECURITIES ACT) AND 

IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION 

(AS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN COMPLIANCE WITH 

RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND (2) 

THAT IS NOT A "U.S. RESIDENT" WITHIN THE MEANING OF THE INVESTMENT 

COMPANY ACT AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A 

PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$500,00 FOR THE PURCHASER AND 

FOR EACH ACCOUNT FOR WHICH IT IS ACTING. E PURCHASER OR 

TRANSFEREE OF THIS PURCHASE MONEY NOTE WI E DEEMED TO HAVE 

MADE THE REPRESENTATIONS AND AGREE ENTS S T ORTH IN THE 

CUSTODIAL AND PAYING AGENCY AGRE 

EMENT) TO SELL ITS INTEREST 

M7"'1~rt:LL SUCH INTEREST ON BEHALF OF 

1\S MONEY NOTE IS PAY ABLE AS SET FORTH 

HEREIN. ACCORDINGLY, OU ANDING PRINCIPAL OF THIS PURCHASE 

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

FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE MONEY NOTE MAY 

ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE PAYING 

AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND 

WARRANTED THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE 

PERIOD OF ITS HOLDING AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF 

OR USING THE ASSETS OF, A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE 

RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR 

2 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-3 

468-003/ AGR/2439516.3 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 

"CODE"), OR A FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT 

TO ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY 

SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF 

ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING 

(INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS HEREUNDER) 

AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) 

WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED 

TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, 

IN THE CASE OF A FOREIGN, GOVERNMENTAL OR CHURCH PLAN, A VIOLATION 

OF ANY SUBSTANTIALLY SIMILAR FOREIGN, FEDE L, STATE OR LOCAL LAW). 

ANY TRANSFER, PLEDGE OR OTHER USE OF PURCHASE MONEY NOTE 

FOR VALUE OR OTHERWISE BY OR TO ANY PERSON ONGFUL SINCE THE 

REGISTERED OWNER HEREOF, CEDE & CO AN EST HEREIN, UNLESS 

THIS PURCHASE MONEY NOTE IS PRESE TE ORIZED 

REPRESENTATIVE OF THE DEPOSITO TR "DTC"), NEW YORK, 

NEW YORK, TO THE ISSUER OR IT G N OF TRANSFER, 

EXCHANGE OR PAYMENT AND A RCHA ISSUED IS 

REGISTERED IN THE NAME OF CED 0. OR TITY AS IS 

REQUESTED BY AN AUT NT NY PAYMENT 

HEREON IS MADE TO C 

3 AND 1275 OF THE INTERNAL 

ASE MONEY NOTE IS BEING 

CONTACTTHEFEDERAL 

H ET, N.W., ROOM F-7014, 

ALA I, AND THE FDIC WILL 

E IELD TO MATURITY OF THIS 

THE F AILU PROVID T E ISSUER, THE CUSTODIAN OR THE PAYING 

AGENT WITH THE A ABLE U . EDERAL INCOME TAX CERTIFICATIONS 

(GENERALLY, AN INTE N E SERVICE FORM W-9 (OR SUCCESSOR 

APPLICABLE FORM) IN T SE A PERSON THAT IS A "UNITED STATES 

PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE OR AN 

APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR 

APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A "UNITED STATES 

PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY 

RESULT IN THE IMPOSITION OF U.S. FEDERAL BACK-UP WITHHOLDING UPON 

PAYMENTS TO THE HOLDER IN RESPECT OF THIS PURCHASE MONEY NOTE. 

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN 

EXCESS THEREOF. 

3 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note Reg S A-3 

468-003/ AGR/2439516.3 
PURCHASE MONEY NOTE 


Certificate No.: NT CL A-3 REG S 


ISIN No.: 


CUSIPNo.: 


$0 February 9, 2010 


FOR VALUE RECEIVED, Multibank 2009-1 CML-ADC Venture, LLC, a Delaware 

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

pay to the order ofCede & Co., or its successors and registe assigns, the principal sum of $0 

(Zero and 00/100 United States Dollars) (or such other amou t shall be the outstanding 

principal amount ofthis Purchase Money Note shown on Sch u A hereto). No interest shall 

accrue on the outstanding principal amount of this ase M e Note. The entire outstanding 

principal amount ofthis Purchase Money Note shal du d ble on February 25, 2014 

(the "Maturity Date") or such earlier date e due and payable 

pursuant to the terms of this Purchase M ey 

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

written consent ofthe Purchase Money Notes Guarantor. Any amount repaid or prepaid 

pursuant to this Purchase Money Note may not be reborrowed. 

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

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

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

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

Servicer or any oftheir Affiliates. 

4 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-3 

468-003/ AGR/2439516.3 
Payments on this Purchase Money Note will be made by the Paying Agent by wire 

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

the Holder to the Paying Agent in writing or, at the option of the Holder hereof, by check to such 

address as the Holder shall have designated to the Paying Agent in writing, in each case without 

the presentation or surrender ofthis Purchase Money Note or the making of any notation hereon. 

Notwithstanding the foregoing, the final payment on this Purchase Money Note will be made 

only upon presentation and surrender of this Purchase Money Note at the office or agency 

maintained for that purpose by the Paying Agent in Minneapolis, Minnesota. If any payment of 

principal of, or any other amount owed by the Issuer pursuant to, this Purchase Money Note 

becomes due and payable on a day other than a Business Day, the maturity thereof shall be 

extended to the next succeeding Business Day. 

This Purchase Money Note is limited in right of paym n to certain collections and 

recoveries respecting the Loans, all as more specific lly set fo 

Agency Agreement. As provided in the Custodial ing ,N 

withdrawals from the Accounts may be made 

purposes other than distributions to the Ho 

e 

the Custodial and Paying 

cy Agreement, deposits and 

m time to time for 

d'liac,fta·rred only upon 

the requested 

d by, or 

holder hereof or 

Purchase Money Note that a new Purchase Money 

of evidence reasonably satisfactory to it of the 

cti or mutilation of this Purchase Money Note and (a) in 

the case of loss, theft or destruct1 · aemnity reasonably satisfactory to it, or (b) in the case 

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

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

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

Note. 

The Paying Agent, the Servicer and any agent of any of the foregoing, may treat the 

Person in whose name this Purchase Money Note is registered as the owner and Holder hereof 

for all purposes, and none of the foregoing shall be affected by notice to the contrary. 

5 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-3 

468-003/ AGR/24395163 
The occurrence or continuance of any one or more ofthe following events, whether such 

occurrence is voluntary or involuntary or comes about or is effected by operation of Law or 

otherwise, shall constitute an "Event of Default" pursuant to this Purchase Money Note: 

(a) the occurrence of any "Event of Default," as defined in the 

Reimbursement, Security and Guaranty Agreement; or 

Upon t fDefault s e "fled in paragraph (a) above, the Holder 

may, with the co Notes u antor, and the Holder shall, at the 

direction ofthe P c se Money No ntor, m a ition to any other available remedy, by 

notice in writing to e suer, declar h Pure oney Note to be immediately due and 

payable, together with ther amou s wed by the Issuer pursuant to this Purchase Money 

Note, and on delivery of notice, e npaid principal amount of this Purchase Money Note 

and any other amounts owe uer ursuant to this Purchase Money Note, shall forthwith 

become immediately due and pa out the necessity of any presentment, demand, protest 

or any other notice of any kind, all of which are hereby expressly waived by the Issuer. If an 

Event of Default specified in paragraph (b) above occurs, this Purchase Money Note shall 

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

other amounts owed by the Issuer pursuant to this Purchase Money Note, without any action on 

the part ofthe Holder and without the consent of the Purchase Money Notes Guarantor. 

If and to the extent the Purchase Money Notes Guarantor makes any payment to the 

Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the Purchase 

Money Notes Guarantor shall be subrogated to all ofthe rights of the Holder with respect to any 

claim to which such payment relates to the extent of such payment, and the Holder, upon 

acceptance of any such payment, will be deemed to have assigned to the Purchase Money Notes 

6 Multibank Structured Transaction 2009-1 CML·ADC 

Temporary Global Purchase Money Note RegS A-3 

468-003/ AGR/2439516.3 
Guarantor any and all claims it may have against the Issuer or others and for which the Holder 

receives payment from the Purchase Money Notes Guarantor pursuant to the Purchase Money 

Notes Guaranty. Upon the request ofthe Purchase Money Notes Guarantor, the Holder shall 

execute written assignments of such claims. 

The Issuer shall pay to the Holder hereof such additional amounts as shall be sufficient to 

pay the Holder's actual and reasonable costs and expenses of collection, including without 

limitation reasonable attorneys' fees. 

No delay, omission or waiver on the part ofthe Holder in exercising any right pursuant to 

this Purchase Money Note shall operate as a waiver of such ri ht or any other right ofthe 

Holder, nor shall any delay, omission or waiver on any one c sion be deemed a bar to or 

waiver ofthe same or any other right on any future occasion. cept as otherwise set forth 

herein, the rights and remedies ofthe Holder are cumulative ot exclusive of any rights or 

remedies the Holder would otherwise have. 

The Issuer's obligations pursuant to 

unconditional and shall not be affected 

All notic s, ications required or permitted to be 

given or delivere ons fthis Purchase Money Note shall be in 

writing and shall be le address or electronic mail address of 

the parties specified b or to such other address or electronic mail address as 

shall be designated by su in a n ti to the other parties. All such notices and other 

communications shall be de e giv nor made upon the earlier to occur of(a) actual 

receipt (or refusal thereof) by th party hereto and (b) (i) if delivered by hand or by 

nationally recognized courier service, when signed for (or refused) by or on behalfofthe 

relevant party hereto; ii) if delivered by mail, four (4) Business Days after deposit in the mails, 

postage prepaid; and (iii) if delivered by electronic mail (which form of delivery is subject to the 

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

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

7 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note Reg S A-3 

468-003/ AGR/2439516.3 
If to the Issuer, to: 

Multibank 2009-1 CML-ADC Venture, LLC 

700 NW I 07 A venue, Suite 400 

Miami, Florida 33172 

Attention: Thekla Blaser Salzman 

E-Mail Address: Thekla.Salzman@rialtocapital.com 

with a copy to: 

Bilzin Sumberg Baena Price & Axelrod LLP 

200 South Biscayne Boulevard, Suite 2500 

Miami, Florida 33131-5340 

Attention: Alan Axelrod 

E-Mail Address: AAxelrod@bilzin.com 

and ifto the Holder hereof, to: 

Manager, Capital Markets 


c/o Federal Deposit Ins 


550 17th Street, N.W. 


Room F-7014 


with co 

ir 


Arlingto 


Attention: VI 


E-Mail Address. 


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

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

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

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

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

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

written agreement of the Issuer and the Holder, subject in all instances to the terms of the 

Purchase Money Notes Guaranty. 

8 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-3 

468-003/AGR/2439516.3 
In any case in which consent ofthe Holder is required pursuant to the terms ofthis 

Purchase Money Note, such consent shall be governed by the provisions of the Custodial and 

Paying Agency Agreement. 

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

pursuant to this Purchase Money Note shall be governed by and construed in accordance with 

federal law, but if federal law does not provide a rule of decision, it shall be governed by and 

construed in accordance with the law ofthe State ofNew York, excluding any conflict oflaws 

rule or principle that might refer the governance or the construction ofthis Purchase Money Note 

to the law of another jurisdiction. 

(a) Each ofthe Issuer and each Holder (i 

Holder that is not the FDIC, a "Non-FDIC Holder"), on beh 

irrevocably and unconditionally: 

s h Holder is not the FDIC; any 

f itself and its Affiliates, 

(i) consents to the jurisdic · 

the Southern District ofNew York and tot 

1 

"t 

d States District Court for 

District Court 

District o Colu 

inconvenient forum. 

s to e jurisdiction of the Supreme Court of the State of 

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

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

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

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

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

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

State ofNew York; or 

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

an inconvenient forum. 

9 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-3 

468-003/AGR/2439516.3 
(iii) agrees to bring any suit, action or proceeding by the Issuer, each 

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

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

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

for the District ofColumbia, and waives any right to remove or transfer such suit, action or 

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

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

United States District Court for the Southern District ofNew York or the United States District 

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

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

ofNew York and the United States District Court for the Di r t of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within ~a~=~--'-""~'.L 

that suit, action or proceeding in only the Supreme Court ofth 

any right to remove or transfer such suit, action or ro ding t a 

resolution forum without the consent of the FD Ho 

(b) er, n behalf of itself and its 

Affiliates, hereby irrevocably and unco It dgment entered against 

it in any suit, action or proceeding falling enforced in any 

court of competent jurisdiction.---­

(c) Subje t t 

Holder, on behalf of itself a 

service of all writ.Jis......-__ 

paragraph (a) o 

registered or c 

Purchase Mon 

constitute consent to ju 


paragraph (a)(iii) and !!a~r!..!:!a~~~~~ 

transfer, seek to dismiss, or ot 


forum. 


EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY AND 

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

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

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

SITTING WITHOUT A JURY. 

On or after the 40th day after February 9, 2010, interests in this Temporary RegulationS 

Global Note may be exchanged (free of charge) for interests in a permanent Regulation S Global 

Note. The permanent RegulationS Global Note shall be so issued and delivered in exchange for 

only that portion of this Temporary RegulationS Global Note in respect ofwhich there shall 

10 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-3 

468-003/ AGR/24395163 
have been presented to the Depository by Euroclear or Clearstream a certification to the effect 

that it has received from or in respect of a person entitled to a beneficial interest (as shown by its 

records) a certification that the beneficial interests in such Temporary RegulationS Global Note 

are owned by persons who are not U.S. Persons. 

On an exchange of the whole ofthis Temporary RegulationS Global Note, this 

Temporary RegulationS Global Note shall be surrendered to the Depository at its office. On an 

exchange ofonly part ofthis Temporary Regulation S Global Note, details of such exchange 

shall be entered by or on behalf ofthe Issuer in Schedule A hereto. If, following the issue of a 

permanent RegulationS Global Note in exchange for some ofthe Purchase Money Notes 

represented by this Temporary RegulationS Global Note, furt er Purchase Money Notes are to 

be exchanged pursuant to this paragraph, such exchange rna effected, without the issue of a 

new permanent Regulation S Global Note, by the Issuer or th pository endorsing Schedule A 

of the permanent RegulationS Global Note previously issued fleet an increase in the 

aggregate principal amount of such permanent Re S Gl Note by an amount equal to 

the aggregate principal amount of additional Pu has N e to be exchanged. 

This Global Note is 

Notes under the limited eire 

No service c 

Money Note, but the P n 

other governmental charge 

se in any interest represented by this 

1 hereto to reflect the reduction of 

tration in the Purchase Money Notes 

ich initially shall be the Paying Agent. 

r registration of transfer or exchange of this Purchase 

r uire payment of a sum sufficient to cover any tax or 

n ction therewith. 

E INTENTIONALLY LEFT BLANK] 

11 Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-3 

468-003/ AGR/2439516.3 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually 

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

Multibank 2009-1 CML-ADC Venture, LLC 

By: 	 Federal Deposit Insurance Corporation, 

as Receiver for various failed financial 

institutions listed on Schedule B hereto, 

as Initial Member 

[Signature Page to Global Pur~h~ Mon~} Not~ Ro:g S (Class A·J Jj 

Multibank Structured Transa~"tioo2009·1 CML·ADC 

Temporary Global Purchase Money Note R~: S A·3 

-468..()()3/AGRi2439516 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

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

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

Remaining Principal 

Part ofprincipal amount of amount of this Global 

Date exchange/ Original principal this Global Note te following such Notation made by 

redemption/repayment/ amount of this exchanged/redeemed! x ange/redemption/ or on behalf of the 

increase made Global Note repaid/increased p ment/increase Issuer 

A-I 

Multibank Structured Transaction 2009-1 CML-ADC 

Temporary Global Purchase Money Note RegS A-3 

468-003/ AGR/2439516.3 
SCHEDULEB 


LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS 


]Bank Name Icity Jstate !Fund !Closing Date 

:Columbian Bank and Trust KS I 00 II August 22, 2008 

1Integrity Bank 

Topeka 

Alpharetta GA IOOI2 August 29, 2008 

1 Silver State Bank Henderson NV I 0013 September 5, 2008 

Freedom Bank Bradenton I00 I9 October 3I, 2008 1 

;security Pacific Bank Los Angeles I0020 November 7. 2008 

\Franklin Bank, SSB 10021 November 7, 2008 

iThe Community Bank 10022 November 21, 2008 

I 0025 December 5, 2008 

jHaven Trust Bank 

1

Bank ofClark County 

;MagnetBank 

1004 7 March 20, 2009 

I0048 March 27, 2009 

Multibank Structured Transaction 2009-1 CML-ADC B-I 

Temporary Global Purchase Money Note RegS A-3 

468-003/ AGR/2439516.3 
THE DEPOSITORY TRUST COMPANY (DTC) ELIGIBILITY Ql'ESTIONNAIRE 


DTC is a subsidiary of The l>cpository Trust & Clearing Corporation 


To muke a nt!w 1ssuc of sccuri1ics DTC cligihlc. the completed quc.suon:ure w1th a copy of the offerin~ statement (in prelinnna1y or ti1;3l fonn) at least 10 

business days pnnr to closing date must be suhmitted to DT('s Undcrwntint! l>cpl. If ClJSIP infOITI'Qtiun is n~tt mdudcd. please provide l>TC in WT1ting of 

cus1p numbers. Interest rates. anti final rnlltuntics at least seven bus• ness days prior to the closing dali!. 

Please check one) 

Municipal Ocorporate DLimited Underwriting + 

x ABS DeMo 

lease indicate whether or not the issut! is a "security" as such term IS 

clincd m Arttcle 8 of the Ne" York lfnoorm Commercial Code. 

DNo 

lease indicate whether or not the 1ssucr is a United Kingdom entity. 

DNo 

Registered with SFC 

Eligible for resale under rule 144A o:" the '33 Act 

Eligible for resale under rule Regulation S of the '33 act 

Issuer ~lying on Section .1\¢{ 7) l>f the '40 Act 

Exempt under Ruk 3(a)(2) of the '33 Act 

Exempt under an,>ther exemption(s): 

ulnb:mk 2009·1 CMI.-AIX" VENTURE LLC 

Issue Principal t\mt/Offenng A 

'losing Oat": 

s this a hot>k-enlr) -<lilly issue ( 

nvcstor!')? DYes 

If yes. a l.etter of Representations 1. e 

[>oc:t; this issue conuin a put1tendcr feat 

If yes. a Lcncr of Rcprcs~~nauon> ti.'r nonc<:uritics is rcquirtcd) 

CONTACT INFOJC\1ATION 

ito Cassano 20 1-199-2051 

Phone: 

DTC Pnrticipant account number to be credited at the time of 

losing: -

lflead tmdenvriter is not a DTC Particpanr, plea!ie prot•ide 

/~ring DTC Participant i11jormarion. 

Clearing DTC Parttclpant: 

~on tact I'hone 

Wells Fargo 

Transfer Agent Name 

Amy Doyle 41()..8S4-2152 

lransfer Agent Contact I'hone 

Paying Agent Name 

Paying Agent Contact Phone 

Bond Counsel 

Phone 

I'hone 

hone 

lfYes. FAST:: 

Name of tirm shipping or ck:livcrinf! the s~-cunues: 

Contact name: 

Phone: 

~OTE: Please usc the addn:ss listed on the t'USIP INFORMATION page to 

deliver securitiel' to DTC al least one husincss day before closing: 

OY 

For additional infom1atinn. please contact DTC''s 

Interface/Underwriting Dcpanmcnt ~~ the numbi.."TS provided. 

Authorized Officer·~ Signature 

• For non-in.-e5lment ~:rade Rule 144A i~sut"S. PORTAl. appro,·al i~ r.-quir.-d. Contact NASD at (202)728-8479 
CUSIP INFORMATION 


FinniMaturity/ Principal/ Offering Cusip ~umber Interest Ratt.• Type of Issue* Ex~iration Date Amount 

0.00% 2/25/2012 0 T - 0.00% 2/25/2012 0 T - 0.00% 2/2512013 0 T - 0.00% 2/25/2013 0 T - 0.00% 2/2512014 0 T - 0.00% 2/2512014 0 T 

7r-------------­

8r-------------­

9 

r-------------­

10 

r------------­

llr-------------­

12r--------------­

13 

r--------------­

14 

r--------------­

15 

r--------------­

l6r--------------­

17r--------------­

18r--------------­

19 ~-------------

20~------------- * C=Capital Appreciation, P=Put, S= Serial. T=Term 

DTC Undt•rwriting D<'partmcnt Phone Numbers: DTC Mailing Addresses: 

Issue IWgibility: 


\r!unicipal 


fax 


Underwriting Processing: 


Fax 

Jnterface/lJndem·riting: 

fax 

(212)855-3704 

(212)855-3726128 

(212)855-3752/53/54155 

(212)855-3607 

( 212)855-8820/8821 

(212)855-8703/8707 

Authorization for Closing: 

Closing (212)855-3752/53154/55 

Fax (212)855-3607 

Department Managers: 

(212)855-3793/3733 

Fax (212)855-3726/3728 

Undenvrltlng Dept 

Attention: Eligibility Department 

The Depository Trust Company 

55 Water Street, 28th Floor 

New York, NY 10041-0099 

Delivery of Securities to DTC 

Attent: Interface/Underwriting Dept. 

The Depository Trust Company 

55 Water Street; I SL • (Underwriting Securities) 

New York, l'\Y 10041-0099 
The Depository Trust Company l~.. 5-.J[>S.d~ary of t'"'le Dep:JSitOry rrJst & c:ear;r.g Cor~ora~!On 

BLANKET ISSUER LETTER OF REPRESENTATIONS 

( fo be co:c,pieted by Issuer and Co-lss~.;er(s), 1f appi1cable) 

\1uhibank 2009-1 RES-ADC Venture. LLC 

Fehruary 9. 2010 

iDatq 

Attention: Lnderv.riting Department 

The Depository Trust Company 

55 Water Street. I SL 

:--;ew York. NY l 00-ll-0099 

Ladies and Gentlemen: 

Issuer shali request to be 

e 'or deposit at DTC. and to act tn 

.,r rcpre5cnts k> DTC that issuer 

as the:~ ma \ :x: 

l. L1_ 

~ral De_:.HJ~lt insurance C0rpur~tion a:-. 

Rt:<.:;..;!vc-: fnr Variou:-; Fa~k:J Fin:mcu.J .nstLUlhHb. 

as Sz,~L ,\:kmhLr .:.mJ ~vl3.n:::~t:r 

~,.·,,~·:.:,.:cal L);;;p0:-.H ;r;,~t1r.t~H..·r l ,·r~... \~r:-,t~>.;r. 

~-..;:1 J-:: . .._,:,~:.:L :\\" ::z:_:~Hn :-·--t-,! 1< 

\\·:·~<~~-~:;:r·:-~. U C )',.~2\j_.::u~:2 

.· ,'\' _... (iJ1J OTCC. 

Thb Dtposifcrr Tr>!$t & 

c:e11rir:g Carpcratli)JT 
SCIIEDIU: .-\ 

'Te> 13:J~:k: L"'''' I d:~r ,,fRc:pr'"L'ilt;,t 1<·:Js: 

SA:\IPLE OFFERI:\'G DOCl''lEYf LA.\:GlAGE 

DESCRIBI~G BOOK-E:\TRY-0:'\LY ISSITA:\'CE 

I. The DcprNtory Trust Company ("OTC"), '\cw Yo:-k. '\Y, wdl <:.::: as sccun!T> dcpo~:ton t0r the 

'.:-.:tn:ics (the ''Scct.n!Jcs"). The Sccu:lt:cs will be 1ssucd as fully-rcgts:crcc <.ccuntics regiStered 111 the na:~•.: of 

Cede & Cu. ( DTCs partner<.h:p nominee) or SL~>:h other name as may be rcquc>tcd by Jll aJthc>n;.:d rcprcs,·ntatJH' 

,,f DTC. Om: fully-rcgistL'rcd Sccunty ccnJica:c will be issued f()r [each tssac ofJ :he Sc·c·untJc:.>. fc·ach]m the 

aggn:gatc pnncqJJI am,,unt ,,f such Jssuc, am! \\dl be dc;><>Sllcd 11•th DT ··. [If. hcm<.:\TJ, the ~ggrq;a:e pn:Jcipal 

ar.1ount of :anyj Jssu.: cxn:cds 5500 mill ton, ,,nc c:cruficatc ''ill be IS with rcspc'ct to ca~h 550:: m:lill>n vf 

pnnc1p:.1l atnour:t. and ::n1 .JddJtlOiH.:I ccrtlflcJtc \\lll be lSSUl:d with respect rt:Jnan~mg pnncJ~)~J ~Hl\l..~l;r~t (Jf :-:>u.:-h 

:s,u,· ] 

DTC. the llc>rld's largest scCL;riues dcposih 

the '.c-11 York Bankmg Law.:: "b<tr:kmg organl/.allc•n" \\it: 

mc·mbcr of the Feder::.I Rcscn c S1-stem. a "dcarin< 

dealers. ba:1h:s. trust co:~1p::n:c·s. ar.d 

th a Dn:c·i P<uiJcljl<<n:. ukr chcc:l:; 

ng: :\:\.-\ ·11~c DTC Ru:c, qphca:Jlc 

.\1orc i·::,>mn'Jo:l 11h;Jut DTC c:a:~ he 

._....._.- ,ust be mad~ by (•I through D:1 cc: Pa:-:ic:rams. 

The Ollncr:;h:p :ntU(.;St c!" each ;JCiil;l! p:.:c::asc vi 

on the Direct and ind1:-cc' PanJcipnts' rc~,Jr:J:: 

DTC of t:1l:lr pu:-chasc. Bcncti.::ai U" ncrs ;:,·c. 

:li>Wc\cr. c\pccied :o :·cccl\" wr. 1 ..:on- mat >ns proVJd1:1g d<:tJ1Is ut the trJmaclivli. as "c:1 ;,s p<::ll)d:c 

>tatcmc:nts ,,f their hold111gs. :":-om ,. Dm:ct or I m::ct PartKlpant through wh1eh the Ucncfic;al Ow ncr c:1te:·cci :nt<• 

i 11l' trans.Jctton. Transfers of c>\c ncrs ,. "" . s in the SccurltiCS arc to be accomphshc<: bv cn:ncs rm;de z>n the 

booi--s of D1r..:,;t and lndH.:ct !'Jrtiupants dCting on !Jchaif of lkncfici,li Owm:r<:. lknclic·,;,l Oln,c:r, \\ :': not ~c~u., c 

c.::-;dic~tcs 1~prcscnt;11g thc1r cl\H,crs 111p interests in Securities. C\ccpt :n t11c c1 cnt th~t usc ,,f ll1c bnuk -entry S\ skm 

L>r the Sc·cur:t1es 1s discc•ntmu(·d. 

-~- To Lt~li:tatc SC~bscq..tcnt lJJnsfcrs. ail Scc:ur:uc:s depo:,ttcd by D:rccl Partic1pan:, .,, :1h DTC ::1c 

rc:,::stc;cd m the name o:· DTC"s part;:crship ;wminec, Cede & Cc> .. <Jr ;udt c>thcr name: a> nu::, be r~4u~stcd b~ an 

;,uthonn:d rcprcsc:nta!lvc ,,f DTC. The: ci.:pos!l of Securities wnh DTC and :11cir :c-glstra:rnn ,n the name u! Cc-dc: & 

Co. l>r ,ll~h other DTC 110m:ncc do not effect ar.y change 111 bcncficd C•\\ ncrship. DTC bs 110 be•\' ledge oC th: 

actual Bcnetic:;li Owners of the SeCLtrittcs; DTC's rc..:o1ds reflect only the idcnt:tv uf the D1~<.:d P<>rtlc:ipanl' :•1 

"h<>S\1 :JCCOI.mts su-:h S.:-:ur.t:cs arc crczhh:c:, wh1ch may or :113) not be the Bcncficd Owners. The D11·cc: c~:H.i 

l:icnn·t Pan1e:rams w1ll rernam rcspon:::ble for keeping ac.:c,unt ,,fthc:r iwldmgs on behalf of rhc:r ,;:;stomc::·s 

BLO.R 03!25/0B 
Scm:nn.E A 

( ro U1ank:..': 1s~Ul'T L-.:·n~r of Pcprt.·s::~lt;tliOI'iS} 

5. Cc'm t:)ancc c1f no:1ccs and other cc·mmumcat10ns by DTC 10 Dm:..:: PartJClpanrs. by Dm::(:t 

Part\l::panrs tn hd1rcct P.lrtlClpJn:s. Jnd by Direct P3f11C1pants and Indirect Participants tc' Bcnctic:al Ownc1 s ;-.:':be 

gel\ cmd by ;;nangcmcnts 3mong them, st:bjcct :o any statutorv or regulator~ n::qulrt.:rnt.:nts <:S rmn oc 1n .::ffL'c't trom 

tunc :•.) tunc. [BcncfJCia1 Owners i'f Sc.::untJCS mJy w1sh to :ake ccnuin steps to augment the n·3nsmisswn to t11cm ,,,· 

ri(Hict•) of sigr,lticant C\ cnts wnh respect to the Sccuri:ics. such as rcdcrnptions, ~enders, dcfi.L..dts, und p:-~..•p1...1s:.,·d 

amendments to the Security d,,cunK·nts. For cxamplc, Beneficial (),,ncrs of Sccuntics may \\Ish tc• asccnam that 

the nommcc ho!Jing the Sccurit:cs for their bcnciir h:s agrc·cd to obtum and tramrnit ::c>tiCCS to Fkncfic;.:l Owners. 

inlhc: ultcm.HII'C,I3<:ndiclal Ollfl(.T> may \\iSh to prcnidc th..:ir nam..::, and 'ddrcsscs ro the rcg!strar ;mJ rcq~cst that 

co;Jit.:> ,-,fnc>trccs b..: prv1·iccJ zhcctl; :vthcm.] 

1 o Rcdcm;): ic·n not1-:~s sh<1:1 be sent t(> DTC. 

I t'CL'c'ln<.:d, l )') ( 

1

)c redeemed.] 

'\cllilc:• DTC nor CcJ..: &. Co. (ncr · • c. ~o::sc·~t or \\11(' \' ith r!..:~pc-.:1 h_) 

Scurittcs unkss .Juthon;cd by <I Direct P~n1JC1p L nJcr Jts IFL.~. 

9l\H.:edun::s. DTC m;~lls an Ommbus Pro'y to 

be m.,d~ 1u Cdc 

·~~·1ncn:s 

cnctic1JI O"·m:rs wlil be the rc'p<m'lblht\· of 

['.l. · n ti(t...' tv ck:~..· L JlJ\:.: n::, S<.:\.:ufltiCi :).Hch(l~cc! or :c·:de1cC. tboL:g!~ :ts 

l'a:1t-:1pant. to en sh,-.11 cffcct dc!l\ cry of such Sccur1: cs by ca~IS111k! th.: D;rcct 

I' l"t1cp.mt lc :ranskr :he ,c Securities, on lYil'"s records, co [Tlndc: Rc-md;..::mg] ·\gent 

!'he rcqutrcmc·nt fc>r p;,yslc'a in connectiOn 11 1th ;m vpt;,Hwl tender or a r.1andat<,:·v pmch:1.ic 

"til bc deemed s3t15iicd "hen :h 1p ngl' 111 the Sc.:<lntTcs :JT'C :•Jnsfcned bv D1rcct Panic1pa!lts o:1 DTC> 

._.....,.....,_..rdcrcd Securities to [Tender Rcm~rkc·tn;g] Ak!cnt"s DTo... ~<:nu:Jt.j 

IU. DTC Indy· discon:1nuc pr\)\·1dmg 1t:, sen L.:cs as Jcpus:tor! -..\·ith respeLt tP the SccuntlCS at ~:n:.. t.r:1~ 

b:· g1\·1:1g rl'~t~onah!c :·.oucc :'-'Issuer or Agent. l'~H1cr .such ..:ircLnlqanccs. ~n :he C\ C'nt tl-:..!t a .;;uc:c:e<:;sor dcp<l'-'lh•r~ 1:-; 

:wt obtcuncc. SccL.r:l\' ccr1rticarcs Jrc r~qu1r~d tP be pnnh.:d <tnd dc::,t.:red. 

II. Issuer may dc;,;1dc w discont1m:c usc (•f the system of )o(,;_;<ntry-onh rr<msfcrs through DTC (ur ·' 

succcssnr sccunt1cs dcpos;t,,r, ). In that C\Cnt. Se(·~nty c·cruficatcs will bc pnntcd :md dchcrcd to D IC. 

12. Th<.: inforrmtwn i:1 th1s section conccming DTC and DTC s bo,•k-c-r.tr~ systcn1 has been ubt:n11c:d 

(:·olll S-.>urccs that Issuer bc':C\ <.:S :o be rcliab\·, but J,sucr take;; nu rcs?onsibiltty fur the :Jccur;,~·:- t'rcrc,,:·. 

13LOR 03/25!08 
The Depository Trust Company 

A subsidiary of The Depository Trust & Clearing Corporation 

Representations for RegulationS Securities 


to be included in DTC Letter of Representations 


Multibank 2009-1 C:\1L-:\DC Venture. U.C 
 -----------·------·· ------------­ .'iame of l"uer and Co-ls~uer(s) if applicable 

Purchase Money t\ote due 201-+ 

Security Description including series tlesi~:nation if applirahle 

...... --··--·-·--------···- ---·----- ---­

L name ofDTCs nominee. Cede 

and were cligihle for transfer 

rities Act"'), and identified by 

CI'\S identification number 

Contractually Restricted Sec:J 

to do so. 

2. 	 as Cede & Cu. i~ a record owner of the 

g 	 ights and receive the full amount of all 

·ledge that DTC shall treat any DTC 

o nts as entitled to the full benefits of 

a d -\g ze :.hat DTC does nlit in any way undertake to. 

itor or as.::ertnin the cc,mpliance of any transactions in the 

le 144A: (b) ofNher exemptions from registration underthc 

s.... urities laws: or (c) of the offering documents. 

:\ ··Lc::all~ R.~s::-iL-:ed 'S::;.·t:n::/· :s J ~t:~.::;rit) ~t".;.n :s <l :t:-->~r1c1~d :l~....:unt:·- :.b ~t::in~J 11 R.:::c l t-i.<-t:t -;~, .\ "\ ·,ll~tr:!dl.;~dl;. 

R.t::-,t.:l-.-~ed ~..:Girlt_... :~. J _.,..:....:.!.'"!.) :::;;~ :!~'-\):1 ;-.,~t:;mc<.! ::..nd ... 1 ·1rtt-.'.:a:i)· ~hcr(:afkr .:an \:n)_:. (,,~ -.~):d p·.:l -..u,ti:~ :u ~()-!~;i..::;;:,)n \ :.:nJer ~;1.; 

~cur:tit!:\ A •..:l. K;.JtC" :-t-~;\. K .i ... : ~-L ,,r !rl ;i tL"!.O~~~:irln. ::: ... ~mpt :n.:n t::c ;:::f:~:-.:;:.lt:vn ;c,:;w:--c:;?1:.::"::~ -->i-.l~-.:- ~e~;.lri;;c~ .\::t r~l__;::-.u:m: h• 

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~t?J DTCC. 

The Depository Trust & 

Clearing Corportttion 
The Depository Trust Company A subsidiary of Tho Depository Trust & Clearing Corporation 

Representations for Regulation S Securities 

to be included in DTC Letter of Representations 

\1ultibank ~009-1 C\!L-ADC Venture. LLC ---------------------··-···-·-----------··· '\:tme of h\uer and Co-ls,ucr(s) if ~pplicahle 

Purchase ~1oney ~ote due :2014 

·------··-····----:----:-:----,---·-··-·-------------·----­ Security Description including scrie5 designation if ~pplic~ble 

------------·­

THE FOLLOWING APPLIES ONLY TO CATEGORY 3 RE 

(NOTE: ISSUER SHALL CROSS OUT ITEM 3 IF NOT AP 

3. Issuer represents that the Sec 

Rule 903 of the Securitie5 Act of 1933. 

) :n a time!; ;nanncr JesigneJ to assure that 

ci usiness t'>\'0 business d3~s pri<): t() the d:Jtc 

nt by cmail. such n•_>ticc ~hall be st.:nt to 

l<"".....,JM~rall be sent to (2 !2) 855-3274 ur (212l 8~5-5004. 

\luiltba:~~ 2004-1 C\11.-.-\DC Vcntur~. LLC 

B: f- cdcr,tl L\.:po:>it In:suranc~ Corp0rat!on 2.s 

P..:.XCI\d t{lr \'acOUS t·aikd rjnaPCltd !n:-:tilU£inn~ . 

.i> "''k \krnber '~ntl Man:.tgcr 

Received Jnd Acc~ptcd 

Tm: DEPOSITORY TRt ST (0\IP\'' 

By: 

, ·~-:._!.:..~:~:/~.c~ / c._ 

Print 'amt" ~\. D:~lt 

t§Jorcc, 


The Depository Trust & 

Clearing Corporat1on