EXECUTION VERSION 

CRE/ADC Venture 2012-1 Structured Transaction 

CUSTODIAL AND PAYING AGENCY AGREEMENT 


by and among 


CRE/ADC VENTURE 2012-1, LLC, 


FEDERAL DEPOSIT INSURANCE CORPORATION 


in its capacity as Receiver, as PMN Agent, 


FEDERAL DEPOSIT INSURANCE CORPORATION 


in its capacity as Receiver, as Initial Member, 


COLFIN 2012 CRE ADC FUNDING, LLC, as Private Owner, 


and 


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Bank 


Dated as of December 11, 2012 

CRE/ADC Venture 2012-1 Structured Transaction 

Custodial and Paying Agency Agreement 

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TABLE OF CONTENTS 


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


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


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


ARTICLE II PAYING AGENT AND PURCHASE MONEY NOTES .................................3 


Section 2.1 Appointment of Paying Agent .....................................................................3 


Section 2.12 Notes Beneficially Owned by Persons Not Qualified Institutional 


Section 2.18 Issuance/Modification of Notes Pursuant to the Contribution 


Section 2.2 Delivery of Documentation......................................................................... 3 


Section 2.3 Duties ........................................................................................................... 3 


Section 2.4 Forms of Purchase Money Notes ................................................................ .4 


Section 2.5 Authorized Amount; Denominations; Prepayment.. .................................... 5 


Section 2.6 Execution, Delivery and Dating ...................................................................6 


Section 2.7 Registration, Registration of Transfer and Exchange ..................................7 


Section 2.8 Reissuance of Purchase Money Notes ....................................................... 15 


Section 2.9 Mutilated, Defaced, Destroyed, Lost or Stolen Purchase Money 


Notes.......................................................................................................... 16 


Section 2.10 Payments with Respect to the Purchase Money Notes .............................. 17 


Section 2.11 Mandatory Exchange ................................................................................. 18 


Buyers or Qualified Purchasers ................................................................. 19 


Section 2.13 Withholding ...............................................................................................20 


Section 2.14 Persons Deemed Owners ...........................................................................20 


Section 2.15 [Intentionally Omitted.] .............................................................................20 


Section 2.16 Cancellation ...............................................................................................20 


Section 2.17 Section 3(c) Procedures .............................................................................20 


Agreement..................................................................................................21 


Section 2.19 DTC Eligibility ..........................................................................................22 


ARTICLE III ACCOUNTS ....................................................................................................22 


Section 3.1 Collection Account. ...................................................................................22 


Section 3.2 Distribution Account. .................................................................................24 


Section 3.3 Defeasance Account ..................................................................................24 


Section 3.4 Intentionally Omitted .................................................................................28 


Section 3.5 Intentionally Omitted .................................................................................28 


Section 3.6 Working Capital Reserve Account. ...........................................................28 


Section 3.7 Excess Working Capital Advances ............................................................29 


Section 3.8 Discretionary Funding Advances ...............................................................29 


Section 3.9 Private Owner Pledged Account. ...............................................................29 


Section 3.1 0 Certain General Provisions Regarding the Accounts ................................30 


ARTICLE IV ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS ............... 31 


Section 4.1 Investment of Funds in Accounts ..............................................................31 


Section 4.2 Interest .......................................................................................................32 


Section 4.3 Inadequately Identified Amounts ............................................................... 32 


Section 4.4 Payment Procedures ...................................................................................32 


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ARTICLE V DISTRIBUTIONS ........................................................................................... 33 


Section 5.1 Priority ofPayments ..................................................................................33 


Section 5.2 Notices of Payment Failure ........................................................................ 36 


Section 5.3 Event ofDefault. ........................................................................................ 37 


ARTICLE VI CUSTODIAL DOCUMENTS .........................................................................38 


Section 6.1 Delivery of Custodial Documents .............................................................. 3 8 


Section 6.2 Examination of Custodian Files; Copies .................................................. .42 


Section 6.3 Shipment of Custodial Documents ........................................................... .43 


ARTICLE VII CUSTODIAN ..................................................................................................43 


Section 7.1 Appointment ofthe Custodian.................................................................. .43 


Section 7.2 Obligations ofthe Custodian.................................................................... .43 


ARTICLE VIII FEES AND EXPENSES ................................................................................. .46 


Section 8.1 Fees and Expenses .................................................................................... .46 


ARTICLE IX REMOVAL OR RESIGNATION .................................................................. .46 


Section 9.1 Removal or Resignation of Custodian and Paying Agent. ....................... .46 


ARTICLE X REPRESENTATIONS, WARRANTIES AND COVENANTS .................... .48 


Section 10.1 Representations, Warranties and Covenants ............................................. .48 


Section 10.2 Insurance ....................................................................................................48 


ARTICLE XI REPORTS ........................................................................................................49 


Section 11.1 Custodian and Paying Agent Report ......................................................... .49 


Section 11.2 Additional Reports .................................................................................... .49 


Section 11.3 Company and Servicer Distribution Date Accounting ..............................50 


Section 11.4 Distribution Date Instructions ....................................................................51 


Section 11.5 Books and Records ....................................................................................51 


ARTICLE XII NO ADVERSE INTERESTS .......................................................................... 51 


Section 12.1 No Adverse Interests ..................................................................................51 


ARTICLE XIII LIABILITY AND INDEMNIFICATION .......................................................52 


Section 13.1 Liability; Indemnification .......................................................................... 52 


ARTICLE XIV CUSTODIAN AND PAYING AGENT ..........................................................53 


Section 14.1 Reliance of Custodian and Paying Agent. .................................................53 


ARTICLE XV TAXES............................................................................................................. 55 


Section 15.1 Tax Reports ................................................................................................55 


Section 15.2 Stamp and Other Similar Taxes .................................................................55 


Section 15.3 Tax Characterization ..................................................................................55 


Section 15.4 Back-Up Withholding ................................................................................55 


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ARTICLE XVI TERM ........................................... , .................................................................. 56 


Section 16.1 Term........................................................................................................... 56 


ARTICLE XVII AUTHORIZED REPRESENTATIVES .......................................................... 56 


Section 17.1 Authorized Representatives ...................................................................... ,56 


ARTICLE XVIII NOTICES......................................................................................................... 57 


Section 18.1 Notices .................... , .................................................................................. 57 


ARTICLE XIX MISCELLANEOUS ......... , .............................................................................. 57 


Section 19.1 Governing Law ..........................................................................................51 


Section 19.2 Waiver ofJury Tria1. .................................................................................. 57 


Section 19.3 Jurisdiction; Venue and Service ................................................................58 


Section 19.4 Counterparts ...............................................................................................60 


Section 19.5 Severability ................................................................................................60 


Section 19.6 Compliance With Law ...............................................................................60 


Section 19.7 Entire Agreement .......................................................................................60 


Section 19.8 Assignment; Binding Effect. .....................................................................61 


Section 19.9 Rights Cumulative .....................................................................................61 


Section 19.10 Amendments ..............................................................................................61 


Section 19.11 Headings ....................................................................................................62 


Section 19.12 Non-petition ...............................................................................................62 


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Schedule and Exhibits 

Exhibit A 

Exhibit B-1 

Exhibit B-2 

Exhibit C-1 

Exhibit C-2 

Exhibit C-3 

Exhibit C-4 

Exhibit D 

Exhibit E 

Exhibit F 

Exhibit G 

Exhibit H 

Exhibit I 

Exhibit J 

Exhibit K 

Exhibit L 

Exhibit M 

Exhibit N 

Exhibit 0 

Exhibit P 

Exhibit 0 

Exhibit R 

ExhibitS 

Asset Schedule 

Form of Certificated Note 

Form ofRule 144A Global Note 

Form of Qualified Institutional Buyer and Qualified Purchaser Certification 

Form of Certificate for the Acquisition of RegulationS Certificated Notes 

Form of Certificate for the Acquisition of Rule 144A Certificated Notes 

Form ofCertificate for Transfer or Exchange of Certificated Notes to Rule 

144A Global Notes 

Form ofDTC Notice to Investors 

Form of Collateral Certificate 

Review Criteria 

Form of Supplemental Delivery Certificate 

Request for Release and Receipt of Custodial Documents 

Request for Release and Receipt of Debt Agreements and/or Private Owner 

Pledged Account Control Agreement 

Fees and Expenses of Custodian and Paying Agent 

Custodian and Paying Agent Report 

Form ofLost Instrument Affidavit 

Authorized Representatives 

Form of Account Control Agreement 

Form oflnvestor Certification for Website Access 

[Intentionally Omitted] 

Form of Private Owner Pledged Account Control Agreement 

Form ofPO/Manager Distribution Instruction 

Form ofPO/Manager Distribution Reinstatement Notice 

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CUSTODIAL AND PAYING AGENCY AGREEMENT 


THIS CUSTODIAL AND PAYING AGENCY AGREEMENT (as the same shall be 

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

made and entered into as of December 11, 2012, by and among (i) CRE/ADC Venture 2012-1, 

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

Corporation in its capacity as Receiver, as the PMN Agent under the Reimbursement, Security 

and Guaranty Agreement (in such capacity, or any successor PMN Agent under the 

Reimbursement, Security and Guaranty Agreement, the "PMN Agent"), (iii) the Federal Deposit 

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

Company (in such capacity, the "Initial Member"), (iv) ColFin 2012 CRE ADC Funding, LLC, 

a Delaware limited liability company (the "Private Owner"), and (v) Wells Fargo Bank, 

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

RECITALS 

WHEREAS, the Failed Banks previously owned the Assets as described on the Asset 

Schedule attached hereto as Exhibit A; 

WHEREAS, the Transferor and the Company have entered into the Contribution 

Agreement pursuant to which the Transferor transferred all of its right, title and interest in and to 

the Assets to the Company partly as a capital contribution (the Transferor being the sole member 

of the Company at the time) and partly as a sale and, in consideration for the transfer of the 

Assets to the Company to the extent such transfer constituted a sale, the Company has issued to 

the Transferor, as Holder, the Purchase Money Notes in the aggregate principal face amount of 

$71,793,886, inclusive of the Purchase Money Notes Issuance Fee; 

WHEREAS, although only a single Class of Purchase Money Notes will be issued on the 

Closing Date, the Transferor has the right pursuant to Section 8.4 of the Contribution Agreement 

(subject to certain limitations set forth therein) to replace such single Class of Purchase Money 

Notes with one, or multiple, Classes of Purchase Money Notes having varying maturity dates and 

aggregate principal amounts; 

WHEREAS, (i) pursuant to Section 8.4 of the Contribution Agreement, the Transferor 

from time to time may elect in its sole discretion to procure the execution and delivery of a 

Purchase Money Notes Guaranty pursuant to which, inter alia, the Purchase Money Notes 

Guarantor thereunder guarantees the payment when due of the principal of any Class of the 

Purchase Money Notes, (ii) further Purchase Money Notes Guaranties may be issued pursuant to 

Section 2.7(u) of this Agreement and (iii) the Company is to be obligated to reimburse each 

Purchase Money Notes Guarantor for any payments made by it pursuant to any Purchase Money 

Notes Guaranty; 

WHEREAS, pursuant to the Reimbursement, Security and Guaranty Agreement, the 

Company has pledged the Secured Parties Collateral (including the Loans and underlying 

collateral therefor) to the PMN Agent for the benefit of the Secured Parties, and the 

Reimbursement, Security and Guaranty Agreement requires that the Company retain a document 

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custodian, meeting the requirements set forth in the Reimbursement, Security and Guaranty 

Agreement, to take possession of the Custodial Documents (as such term is defined below), in 

accordance with the terms and conditions hereof; 

WHEREAS, the Initial Member and the Private Owner have entered into the LLC 

Operating Agreement; 

WHEREAS, the Company wishes to open and maintain in its name at a branch of the 

Bank certain accounts into which amounts will be deposited and proceeds will be distributed as 

provided in this Agreement and to appoint the Bank as Custodian and Paying Agent to perform 

the services contemplated by this Agreement; 

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

the Bank an account into which Qualifying Cash Collateral or proceeds of draw(s) under a 

Qualifying Letter of Credit may be deposited, which account will be subject to a security interest 

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

to appoint the Bank as Paying Agent to perform the services contemplated by this Agreement; 

WHEREAS, the Bank wishes to accept its appointment as Custodian and as Paying 

Agent to perform the services contemplated by this Agreement; and 

WHEREAS, the Company, the Initial Member, the PMN Agent, the Private Owner and 

the Bank wish to enter into this Agreement to, among other things, govern the allocation of the 

proceeds to be distributed from each account established pursuant to this Agreement and the 

performance of certain tasks by the Bank; 

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

agreements contained herein, and for other good and valuable consideration the receipt and 

sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 

ARTICLE I 


DEFINITIONS AND CONSTRUCTION 


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

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

that certain Agreement of Definitions- CRE/ADC Venture 2012-1 Structured Transaction dated 

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

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

Agreement) (the "Agreement of Definitions"), and are not otherwise defined herein, shall have 

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

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

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ARTICLE II 


PAYING AGENT AND PURCHASE MONEY NOTES 


Section 2.1 Appointment of Paying Agent. Subject to the terms and conditions of this 

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

perform the duties of the Paying Agent specifically set forth hereunder, and the Bank hereby 

accepts such appointment. 

Section 2.2 Delivery of Documentation. 

(a) Executed original counterparts of the Debt Agreements (other than those 

described in the following sentence) have been delivered to the Paying Agent and the Paying 

Agent acknowledges receipt thereof. The Company agrees to deliver to the Paying Agent each 

of the Debt Agreements that is executed and delivered by it, or executed by any Purchase Money 

Notes Guarantor or the PMN Agent and delivered to it, subsequent to the date of this Agreement 

promptly upon execution and delivery and to deliver each instrument amending or modifying 

any agreement previously delivered to the Paying Agent. Copies of the Contribution Agreement 

and the LLC Operating Agreement (or portions thereof) as are necessary for the Paying Agent to 

be familiar with in order to perform its obligations hereunder have been delivered to the Paying 

Agent by the Company, and the Paying Agent acknowledges receipt thereof. An executed 

original counterpart of the Private Owner Pledged Account Control Agreement has been 

delivered to the Paying Agent, and the Paying Agent acknowledges receipt thereof. 

(b) The Paying Agent shall retain the Debt Agreements and the Private Owner 

Pledged Account Control Agreement in its possession and custody at all times during the term 

hereof unless any one of the following events has occurred: 

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

accordance with the provisions of Section 9.1, the Custodian shall deliver the Debt Agreements 

and the Private Owner Pledged Account Control Agreement to the successor Paying Agent in 

accordance with Section 9 .1. 

(ii) If the Paying Agent has received a Request for Release and 

Receipt of Debt Agreements and/or Private Owner Pledged Account Control Agreement in the 

form attached hereto as Exhibit I from an Authorized Representative of the PMN Agent (in the 

case of the Debt Agreements) or (in the case of the Private Owner Pledged Account Control 

Agreement) the Initial Member, the Paying Agent shall deliver the Debt Agreements to the PMN 

Agent, or the Private Owner Pledged Account Control Agreement to the Initial Member, as the 

case may be, in accordance with the instructions provided in such notice. 

(c) The Paying Agent shall comply with the terms of each Purchase Money 

Notes Guaranty applicable to the Paying Agent. 

Section 2.3 Duties. The Paying Agent shall have no duties other than those 

specifically set forth or provided for in this Agreement, each Debt Agreement to which it is a 

party and the Private Owner Pledged Account Control Agreement, and no implied covenants or 

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obligations of the Paying Agent shall be read into this Agreement, the Private Owner Pledged 

Account Control Agreement or any Debt Agreement to which the Paying Agent is a party, or 

into any related agreement to which the Paying Agent is a party. The Paying Agent shall have 

no obligation to inquire whether any request, instruction, certificate, direction, receipt, demand, 

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

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

those irregularities or errors manifestly apparent on the face of such document or actually known 

to the Paying Agent. If, however, any remittance or communication received by the Paying 

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

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

whether a clerical error or inadvertent mistake has occurred. 

Section 2.4 Forms of Purchase Money Notes. 

(a) Purchase Money Notes. In connection with the sale of the Assets to the 

Company, the Company as of the Closing Date has issued to the Transferor, as a Holder, a single 

Class of Purchase Money Notes with the designation of the Class A Purchase Money Notes in 

the principal face amount of $71,793,886 (inclusive of the Purchase Money Notes Issuance Fee). 

(b) Forms Generally. The form of the Purchase Money Notes shall be as set 

forth in the applicable portion of Exhibit B hereto. The Purchase Money Notes may have 

notations, legends or endorsements required by Law, stock exchange rule or usage. Any 

Purchase Money Note shall (in the case of any Purchase Money Note issued on the Closing 

Date) be initially sold to the Transferor and may initially be issued in the form of one or more (i) 

certificated notes in definitive, fully registered form without interest coupons attached 

substantially in the form of Exhibit B-1 hereto (each, a "Certificated Note"), and (ii) global 

notes in definitive, fully registered form without interest coupons attached substantially in the 

form of Exhibit B-2 hereto (each, a "Rule 144A Global Note"). The Certificated Notes shall be 

registered in the name of the owner or nominee thereof, duly executed by the Company as 

provided in this Agreement; and the Rule 144A Global Notes shall be (x) registered in the name 

of the Depository or its nominee, duly executed by the Company as provided in this Agreement, 

and (y) held by the Paying Agent as custodian for the Depository unless the Depository instructs 

otherwise. 

(c) Rule 144A Global Notes and Rule 144A Certificated Notes. Any 

Purchase Money Note, if sold to a Person whom the seller reasonably believes (i) is a Qualified 

Institutional Buyer purchasing for its own account or for the account of a Qualified Institutional 

Buyer in compliance with Rule 144A under the Securities Act and (ii) is a Qualified Purchaser 

purchasing for its own account or for the account of a Qualified Purchaser, will be issued in the 

form of (x) a beneficial interest in a Rule 144A Global Note, and such purchaser shall receive 

beneficial interests in one or more Rule 144A Global Notes, or (y) a Certificated Note (each, a 

"Rule 144A Certificated Note"). 

(d) Regulation S Certificated Notes. Any Purchase Money Note, if sold or 

transferred to a Person that (i) is not a U.S. Person and is acquiring the Purchase Money Notes in 

an Offshore Transaction (as defined in RegulationS) in compliance with Rule 903 or Rule 904 

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of Regulation S and (ii) is a Qualified Purchaser purchasing for its own account or for the 

account of a Qualified Purchaser, will only be issued in the form of a Certificated Note (each, a 

"RegulationS Certificated Note"). The Paying Agent shall require, prior to any sale or transfer 

of any Regulation S Certificated Note, that the prospective purchaser execute and deliver to the 

Paying Agent and the Company a certificate in the form of Exhibit C-2 hereto or such other form 

as may be acceptable to the Paying Agent and counsel to the Company. 

(e) OlD Legend. To the extent required by Sections 1272, 1273 and 1275 of 

the Code, and any regulations issued regarding such elections, each Purchase Money Note 

treated as issued at a discount to its stated redemption price at maturity for federal income tax 

purposes shall bear a legend in substantially the following form: 

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 

OF THE INTERNAL REVENUE CODE OF 1986, AS 

AMENDED, THIS PURCHASE MONEY NOTE IS BEING 

ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY 

CONTACT THE ISSUER AT 2450 BROADWAY, 6TH 

FLOOR, SANTA MONICA, CALIFORNIA 90404, 

ATTENTION: PAUL FUHRMAN, AND THE ISSUER WILL 

PROVIDE YOU WITH THE ISSUE PRICE AND THE 

YIELD TO MATURITY OF THIS PURCHASE MONEY 

NOTE. 

Section 2.5 Authorized Amount; Denominations; Prepayment. 

(a) Except for Purchase Money Notes executed and delivered upon 

registration of transfer of, or in exchange for, or in lieu of, other Purchase Money Notes pursuant 

to Section 2.7, 2.7(u), or 2.9 of this Agreement or pursuant to Section 8.4 of the Contribution 

Agreement, the aggregate face amount of the Purchase Money Notes that may be executed and 

delivered pursuant to this Agreement is limited to $71,793,886. 

(b) The Purchase Money Notes shall be issuable in minimum denominations 

of U.S.$250,000 and integral multiples of U.S.$10,000 in excess thereof (each such 

denomination, an "Authorized Denomination"), provided that, anything in this Agreement to 

the contrary notwithstanding, (i) the sole Purchase Money Note issued on the date hereof (or, if 

more than one Purchase Money Note is issued on the date hereof, one of such Purchase Money 

Notes) may be issued in a denomination that is in excess of U.S.$250,000 but is not an 

Authorized Denomination, (ii) the sole Purchase Money Note of any Class issued pursuant to 

Section 2.7(u) hereof, or pursuant to Section 8.4(b) or 8.4(c) of the Contribution Agreement, on 

the original date of issuance thereof (or, if more than one such Purchase Money Note of such 

Class is issued on such date of original issuance, one of such Purchase Money Notes) may be 

issued in a denomination that is in excess of U.S.$250,000 but is not an Authorized 

Denomination and (iii) one Purchase Money Note issued upon any transfer, exchange or 

replacement of another Purchase Money Note issued in a denomination that is in excess of 

U.S.$250,000 but is not an Authorized Denomination (including upon any division of a Purchase 

Money Note (issued in a denomination that is in excess ofU.S.$250,000 but is not an Authorized 

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Denomination) into two or more Purchase Money Notes) also may be issued in a denomination 

that is in excess of U.S.$250,000 but is not an Authorized Denomination. For all purposes 

hereof (but without limitation of the first sentence of Section 2.6(d)), references to the 

"denomination" of a Purchase Money Note (including references to "Authorized Denomination") 

shall refer to the Original Face Amount of a Purchase Money Note. 

(c) The Company may not, and shall not, voluntarily prepay all or any portion 

of any Purchase Money Note without the prior written consent of the Required PMN Consenting 

Parties (but the Purchase Money Notes shall be subject to mandatory prepayment pursuant to 

Section 5.1 hereof and to the extent required as a result of the acceleration of all or a portion of 

such Purchase Money Notes following the occurrence of an Event of Default). 

Section 2.6 Execution, Delivery and Dating. 

(a) The Purchase Money Notes shall be executed on behalf of the Company 

by one of the Authorized Representatives of the Company, it being understood that the Purchase 

Money Notes originally issued on the Closing Date as described in Section 2.4(a) were executed 

and delivered on behalf of the Company by the Receiver as the sole member and manager of the 

Company at that time (and such execution and delivery, and such Purchase Money Notes, are 

hereby confirmed, approved and ratified in all respects by the Company and the Private Owner 

(and, without limitation of the foregoing, such Purchase Money Notes shall be deemed to have 

been executed and delivered by Authorized Representatives of the Company for all purposes of 

this Agreement). The signature of such Authorized Representative on the Purchase Money 

Notes may be manual or facsimile. 

(b) Purchase Money Notes bearing the manual or facsimile signatures of 

individuals who were at any time the Authorized Representative of the Company shall bind the 

Company, notwithstanding the fact that such individuals or any of them have ceased to hold such 

offices prior to the execution and delivery of such Purchase Money Notes or did not hold such 

offices at the date of issuance of such Purchase Money Notes. 

(c) Each Purchase Money Note executed and delivered by the Company or 

the Paying Agent (on the Closing Date or otherwise) shall be dated as of the Closing Date (or, in 

the case of any Purchase Money Note of any Class first issued pursuant to Section 2.7(u) hereof, 

or pursuant to Section 8 .4(b) or 8 .4( c) of the Contribution Agreement, as of the date of original 

issuance thereof). 

(d) Purchase Money Notes issued upon transfer, exchange or replacement of 

other Purchase Money Notes (or portions thereof) shall be issued in Authorized Denominations 

(subject to the proviso to the first sentence of Section 2.5(b)) reflecting (except as otherwise 

provided in Section 2.7(u) hereof or Section 8.4(b) or 8.4(c) of the Contribution Agreement) the 

Original Face Amount of the Purchase Money Notes (or portions thereof) so transferred, 

exchanged or replaced, but shall represent only the actual current outstanding principal amount 

of the Purchase Money Notes (or portions thereof) so transferred, exchanged or replaced. In the 

event that any Purchase Money Note is divided into more than one Purchase Money Note in 

accordance with this Article II, the Original Face Amount of such Purchase Money Note shall be 

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proportionately divided among the Purchase Money Notes delivered in exchange therefor and 

(subject to the preceding sentence) shall be deemed to be the aggregate Original Face Amount of 

such subsequently issued Purchase Money Notes. If any Purchase Money Note is in the custody 

of the Paying Agent, the Paying Agent shall, upon any payment in respect of the principal 

amount thereof, endorse such Purchase Money Note on Schedule A thereto to reflect such 

payment. In any event, the Paying Agent shall complete Schedule A of each Purchase Money 

Note issued upon transfer, exchange or replacement of any other Purchase Money Note(s) 

(including any Rule 144A Global Note issued pursuant to Section 2.19 and any Certificated Note 

issued pursuant to Section 2.7(1)) to set forth the amount and dates of all payments previously 

made with respect to the Original Face Amount of such other Purchase Money Note(s) (or 

portions thereof) so transferred, exchanged or replaced. 

Section 2.7 Registration, Registration of Transfer and Exchange. 

(a) The Company shall cause to be kept a register (the "Purchase Money 

Notes Register") in which, subject to such reasonable regulations as it may prescribe, the 

Company shall provide for the registration, and the registration of transfers, of Purchase Money 

Notes. The Paying Agent is hereby initially appointed the "Purchase Money Notes Registrar" 

for the purpose of registering the Purchase Money Notes and transfers of such Purchase Money 

Notes as herein provided. Upon any resignation or removal of the Purchase Money Notes 

Registrar, the Company shall promptly appoint a successor. 

(b) If a Person other than the Paying Agent is appointed by the Company as 

Purchase Money Notes Registrar, the Company will give the Paying Agent prompt notice of the 

appointment of a Purchase Money Notes Registrar and of the location, and any change in the 

location, of the Purchase Money Notes Registrar, and the Paying Agent shall have the right to 

inspect the Purchase Money Notes Register at all reasonable times and to obtain copies thereof 

and the Paying Agent shall have the right to rely upon a certificate executed on behalf of the 

Purchase Money Notes Registrar by an officer thereof as to the names and addresses of the 

Holders of the Purchase Money Notes and the principal or face amounts and numbers of such 

Purchase Money Notes. Upon written request at any time, the Purchase Money Notes Registrar 

promptly shall provide to the Company or the PMN Agent a current list of Holders as reflected 

in the Purchase Money Notes Register. 

(c) Subject to this Section 2.7, upon surrender to the Purchase Money Notes 

Registrar for registration of transfer of any Purchase Money Note, the Purchase Money Notes 

Registrar shall prepare and the Company shall execute and deliver, in the name of the designated 

transferee or transferees, one or more new Purchase Money Notes of any Authorized 

Denomination (subject to the proviso to the first sentence of Section 2.5(b)) and of like terms 

(including of the same Class) and (except as otherwise provided in Section 2.7(u) hereof or 

Section 8.4(b) or 8.4(c) of the Contribution Agreement) a like aggregate Original Face Amount. 

The Company shall furnish a copy of the executed Purchase Money Note(s) to the Purchase 

Money Notes Registrar. 

(d) At the option of a Holder, a Purchase Money Note may be exchanged for 

Purchase Money Notes of like terms (including of the same Class), in any Authorized 

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Denominations (subject to the proviso to the first sentence of Section 2.5(b)) and of like 

aggregate Original Face Amount upon surrender of the Purchase Money Note to be exchanged at 

such office or agency. Whenever any Purchase Money Note is surrendered to the Purchase 

Money Notes Registrar for exchange, the Purchase Money Notes Registrar shall prepare, and the 

Company shall execute and deliver, the Purchase Money Note(s) that the Holder making the 

exchange is entitled to receive, and shall deliver a copy of such executed Purchase Money 

Note(s) to the Purchase Money Notes Registrar. 

(e) All Purchase Money Notes issued upon any registration of transfer or 

exchange of such Purchase Money Notes shall be the valid obligations of the Company, 

evidencing the same debt, and entitled to the same benefits pursuant to this Agreement, as the 

Purchase Money Notes surrendered upon such registration oftransfer or exchange. 

(f) Every Purchase Money Note presented or surrendered for registration of 

transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of 

transfer in form satisfactory to the Company and the Purchase Money Notes Registrar duly 

executed by the Holder thereof or such Holder's attorney duly authorized in writing. 

(g) No service charge shall be made to a Holder for any registration of 

transfer or exchange of Purchase Money Notes, but the Company or the Paying Agent may 

require payment of a sum sufficient to cover any Tax or other governmental charge payable in 

connection therewith. 

(h) No Purchase Money Note may be sold or transferred (including, without 

limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the 

registration requirements of the Securities Act, would not require the registration of the 

Company under the Investment Company Act, would not cause the Company to become a 

"publicly traded partnership" (as such term is defined in Section 7704 of the Code) and is exempt 

under applicable state or foreign securities Laws. 

(i) The Purchase Money Notes may only be sold or resold, as the case may 

be: (i) to a transferee that is a person whom the seller reasonably believes is a Qualified 

Institutional Buyer purchasing for its own account or for the account of a Qualified Institutional 

Buyer in compliance with Rule 144A under the Securities Act or (ii) to a transferee that is not a 

U.S. Person and is acquiring the Purchase Money Notes in an Offshore Transaction (as defined 

in Regulation S) in compliance with Rule 903 or Rule 904 of Regulation S and, in the case of 

both clauses (i) and .(ill of this Section 2.7(i), to a transferee that is a Qualified Purchaser 

purchasing for its own account or for the account of a Qualified Purchaser. 

(j) The Paying Agent shall require, prior to any sale or other transfer of a 

Purchase Money Note, that the prospective purchaser or transferee execute and deliver to the 

Paying Agent and the Company a certificate relating to such transfer in the form of the 

applicable portion of Exhibit C attached hereto or such other form as may be acceptable to the 

Paying Agent and counsel to the Company (each, a "Transferee Certificate"). The Paying 

Agent shall be entitled to rely conclusively on any Transferee Certificate and shall be entitled to 

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presume conclusively the continuing accuracy thereof from time to time, in each case without 

further inquiry or investigation. 

(k) At any time when the Company is not subject to Section 13 or 15(d) ofthe 

Exchange Act or is exempt from reporting requirements pursuant to Rule 12g3-2(b) thereunder, 

upon the request of any Note Owner, the Paying Agent, on behalf of the Company, promptly 

shall furnish to such Note Owner or to a prospective purchaser of any Purchase Money Note 

designated by such Note Owner the information required to be delivered to Note Owners 

pursuant to Rule 144A(d)(4) under the Securities Act ("Rule 144A Information") (as 

determined by the Company in its sole discretion) in order to permit compliance by such Note 

Owner with Rule 144A in connection with the resale of such Purchase Money Note by such Note 

Owner. Upon request by the Company, the Paying Agent shall cooperate with the Company in 

mailing or otherwise distributing (at the Company's expense) to such Note Owners or 

prospective purchasers, at and pursuant to the Company's written direction, the foregoing 

materials prepared and provided by the Company; provided, however, that the Paying Agent 

shall be entitled to affix thereto or enclose therewith such disclaimers as the Paying Agent shall 

deem reasonably appropriate, at its discretion (such as, for example, a disclaimer that such Rule 

144A Information was assembled by the Company and not by the Paying Agent, that the Paying 

Agent has not reviewed or verified the accuracy thereof and that it makes no representation as to 

the sufficiency of such information under Rule 144A or for any other purpose). 

(1) Transfers and exchanges of Rule 144A Global Notes, in whole or in part, 

shall only be made in accordance with this Section 2.7(1). If a Note Owner of a Rule 144A 

Global Note wishes at any time to transfer its interest in such Rule 144A Global Note to a Person 

who wishes to take delivery thereof in the form of a Certificated Note (of the same Class), or to 

exchange its interest in such Rule 144A Global Note for an interest in a Certificated Note (of the 

same Class), such Note Owner may, subject to the rules and procedures of the Depository, 

transfer or exchange, or cause the transfer or exchange of, such interest for an equivalent 

principal amount of one or more such Certificated Notes as described below. Upon receipt by 

the Purchase Money Notes Registrar of (A) instructions given in accordance with the 

Depository's procedures from an Agent Member directing the Paying Agent to deliver one or 

more such Certificated Notes, designating the applicable registered name or names, address, 

payment instructions and the Original Face Amounts of the Certificated Notes to be executed and 

delivered (the aggregate Original Face Amounts of such Certificated Notes being equal to the 

beneficial interest in the Rule 144A Global Note to be transferred (denominated for this purpose 

in terms of the Original Face Amount of such Rule 144A Global Note)), in Authorized 

Denominations, and (B) a certificate in the form of Exhibit C-2 hereto, in the case ofRegulation 

S Certificated Notes, and Exhibit C-3 hereto, in the case of Rule 144A Certificated Notes, 

executed and delivered by the transferee of such beneficial interest, then the Purchase Money 

Notes Registrar shall instruct the Depository to reduce, or cause to be reduced, the Original Face 

Amount of the applicable Rule 144A Global Note by the aggregate principal amount of the 

beneficial interest in such Rule 144A Global Note to be transferred or exchanged (denominated 

for this purpose in terms of the Original Face Amount of such Rule 144A Global Note) and the 

Purchase Money Notes Registrar shall record the transfer or exchange in the Purchase Money 

Notes Register in accordance with Section 2.7(a) and authenticate and deliver one or more 

Certificated Notes registered in the names and amounts specified in clause (A) above. 

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(m) Transfers and exchanges of Certificated Notes, in whole or in part, shall 

only be made in accordance with this Section 2.7(m). 

(i) Certificated Note to Rule 144A Global Note. If a Holder of a 

Certificated Note wishes to transfer such Certificated Note to a Person who wishes to take 

delivery thereof in the form of an interest in a Rule 144A Global Note or to exchange such 

Certificated Note for an interest in a Rule 144A Global Note, such Holder may transfer or 

exchange, or cause the transfer or exchange of, such Certificated Note for an equivalent 

beneficial interest in a Rule 144A Global Note, provided that such proposed transferee or the 

Person requesting such exchange, as applicable, is a Qualified Institutional Buyer and a 

Qualified Purchaser. Upon receipt by the Purchase Money Notes Registrar of (A) such 

Certificated Note properly endorsed for such transfer and written instructions from such Holder 

directing the Purchase Money Notes Registrar to cause to be credited a beneficial interest in the 

Rule 144A Global Note (denominated for this purpose in terms of the Original Face Amount of 

such Rule 144A Global Note) in an amount equal to the Original Face Amount of such 

Certificated Note, such instructions to contain information regarding the participant account with 

the Depository to be credited with such increase, (B) a certificate in the form of Exhibit C-4 

hereto executed and delivered by the Holder of such Certificated Note and stating that, in the 

case of an exchange, the Holder is a Qualified Institutional Buyer and also is a Qualified 

Purchaser or, in the case of a transfer, such Holder reasonably believes that the Person acquiring 

such interest in the applicable Rule 144A Global Note is a Qualified Institutional Buyer, is 

obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in 

accordance with any applicable securities Laws of any state of the United States or any other 

jurisdiction and is also a Qualified Purchaser and (C) in the case of a transfer, a certificate in the 

form of Exhibit C-1 hereto executed and delivered by the proposed transferee stating that it is 

both a Qualified Institutional Buyer and a Qualified Purchaser, then the Purchase Money Notes 

Registrar shall cancel such Certificated Note in accordance with Section 2.16, record the transfer 

or exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and 

instruct the Depository to credit or cause to be credited to the securities account of the Person 

specified in such instructions a beneficial interest in the Rule 144A Global Note (denominated 

for this purpose in terms of the Original Face Amount of such Rule 144A Global Note) equal to 

the Original Face Amount specified in the instructions received pursuant to clause (A) above. 

(ii) Certificated Note to Certificated Note. If a Holder of a Certificated 

Note wishes at any time to transfer such Certificated Note to another Person, such Holder may 

transfer, or cause the transfer of, such Certificated Note as provided below. Upon receipt by the 

Purchase Money Notes Registrar of (A) such Holder's Certificated Note properly endorsed for 

assignment to the transferee and (B) a certificate in the form of Exhibit C-2 hereto, in the case of 

transfer of Regulation S Certificated Notes, and Exhibit C-3 hereto, in the case of transfer of 

Rule 144A Certificated Notes, executed and delivered by the proposed transferee, then the 

Purchase Money Notes Registrar shall cancel such Certificated Note in accordance with Section 

2.16, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) 

and, upon execution by the Company, deliver one or more Certificated Notes endorsed for 

transfer, registered in the names specified in the assignment described in clause (A) above, in 

Original Face Amounts designated by the transferee (the aggregate of such Original Face 

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Amounts being equal to the aggregate Original Face Amount of the Certificated Notes 

surrendered by the transferor), and in Authorized Denominations. 

If a Holder of one or more Rule 144A Certificated Notes wishes at any time to 

exchange such Rule 144A Certificated Notes for one or more Rule 144A Certificated Notes of 

different Original Face Amounts, or if a Holder of one or more Regulation S Certificated Notes 

wishes at any time to exchange such RegulationS Certificated Notes for one or more Regulation 

S Certificated Notes of different Original Face Amounts, such Holder may exchange or cause the 

exchange of such Certificated Notes for Certificated Notes endorsed for exchange as provided 

below. Upon receipt by the Purchase Money Notes Registrar of (A) such Holder's Certificated 

Notes properly endorsed for such exchange and (B) written instructions from such Holder 

designating the number and Original Face Amounts of the Certificated Notes to be issued (the 

aggregate Original Face Amounts being equal to the Original Face Amount of the Certificated 

Notes surrendered for exchange), then the Purchase Money Notes Registrar shall cancel such 

Certificated Notes in accordance with Section 2.16, record the exchange in the Purchase Money 

Notes Register in accordance with Section 2.7(a) and, upon execution by the Company, deliver 

one or more Certificated Notes endorsed for exchange, registered in the same name as the 

Certificated Notes surrendered by such Holder, in different Original Face Amounts designated 

by such Holder and in Authorized Denominations. 

If a Holder of one or more Rule 144A Certificated Notes wishes at any time to 

exchange such Rule 144A Certificated Notes for one or more RegulationS Certificated Notes, or 

if a Holder of one or more RegulationS Certificated Notes wishes at any time to exchange such 

RegulationS Certificated Notes for one or more Rule 144A Certificated Notes, such Holder may 

exchange or cause the exchange of such Certificated Notes for Certificated Notes endorsed for 

exchange as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) such 

Holder's Certificated Notes properly endorsed for such exchange, (B) written instructions from 

such Holder designating the number and Original Face Amounts of the Certificated Notes to be 

issued (the aggregate Original Face Amounts being equal to the Original Face Amount of the 

Certificated Notes surrendered for exchange), and (C) a certificate in the form of Exhibit C-2 

hereto, in the case of RegulationS Certificated Notes, and Exhibit C-3 hereto, in the case of Rule 

144A Certificated Notes, executed and delivered by the proposed transferee, then the Purchase 

Money Notes Registrar shall cancel such Certificated Notes in accordance with Section 2.16, 

record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) 

and, upon execution by the Company, deliver one or more Certificated Notes endorsed for 

exchange, registered in the same name as the Certificated Notes surrendered by such Holder, in 

different Original Face Amounts designated by such Holder and in Authorized Denominations. 

(n) If Purchase Money Notes are issued upon the transfer, exchange or 

replacement of Purchase Money Notes bearing the applicable legends set forth in the Exhibits 

attached hereto and if a request is made to remove such applicable legend on such Purchase 

Money Notes, the Purchase Money Notes so issued shall bear such applicable legend, or such 

applicable legend shall not be removed, as the case may be, unless there is delivered to the 

Paying Agent and the Company such satisfactory evidence, which may include an opinion of 

counsel acceptable to them, as may be reasonably required by the Company (and which shall by 

its terms permit reliance by the Paying Agent), to the effect that neither such applicable legend 

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nor the restrictions on transfer set forth therein are required to ensure that transfers thereof 

comply with the provisions of the Securities Act, the Investment Company Act, ERISA or the 

Code or any other applicable Law. Upon provision of such satisfactory evidence, the Paying 

Agent, at the written direction of the Company and after due execution by the Company, shall 

deliver Purchase Money Notes that do not bear such applicable legend. 

(o) Each Note Owner of Rule 144A Global Notes will be deemed to have 

represented and agreed, and each Holder of Certificated Notes will be required to represent and 

agree, as follows: 

(i) In the case of Purchase Money Notes issued in reliance on Rule 

144A: it is aware that the sale of the Purchase Money Notes to it is being made in reliance on the 

exemption from registration provided by Rule 144A; and it is a Qualified Institutional Buyer and 

a Qualified Purchaser. 

(ii) In the case of Purchase Money Notes issued in reliance on 

Regulation S: it is aware that the sale of the Purchase Money Notes to it is being made in 

reliance on the exemption from registration provided by RegulationS; it is not, and will not be, a 

U.S. Person; it is a Qualified Purchaser; it is aware that in connection with a transfer of any 

Purchase Money Notes acquired in accordance with RegulationS, such Purchase Money Notes 

must be exchanged for a Rule 144A Certificated Note or beneficial interest in a Rule 144A 

Global Note; and its purchase of the Purchase Money Notes will comply with all applicable 

Laws in any jurisdiction in which it resides or is located. 

(iii) It understands that the Purchase Money Notes will bear a legend 

set forth in the applicable exhibit attached hereto. 

(iv) It (A) was not formed for the purpose of investing in the Company 

(except when each beneficial owner of the purchaser is a Qualified Purchaser), (B) has received 

the necessary consent from its beneficial owners if the purchaser is a private investment 

company formed before April 30, 1996, (C) is not a broker-dealer that owns and invests on a 

discretionary basis less than $25,000,000 in securities of unaffiliated issuers, (D) 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, (E) will provide notice to any subsequent transferee of the transfer restrictions 

provided in the legend, (F) will hold and transfer Purchase Money Notes in an amount ofnot less 

than $250,000 for it or for each account for which it is acting, (G) will provide the Company and 

Paying Agent from time to time such information as they may reasonably request in order to 

ascertain compliance with this paragraph and (H) understands that the Company may receive a 

list of participants holding positions in its securities from one or more book-entry depositories. 

(v) It understands that such Purchase Money Notes are being offered 

only in a transaction not involving any public offering in the United States within the meaning of 

the Securities Act, such Purchase Money Notes have not been and will not be registered under 

the Securities Act and, if in the future it decides to offer, resell, pledge or otherwise transfer such 

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Purchase Money Notes, such Purchase Money Notes may be offered, resold, pledged or 

otherwise transferred only in accordance with the provisions ofthis Agreement and the legend on 

such Purchase Money Notes. It acknowledges that no representation has been made as to the 

availability of any exemption under the Securities Act or any state securities Laws for resale of 

the Purchase Money Notes. 

(vi) On each day from the date on which it acquires the Purchase 

Money Notes or interest therein through and including the date on which it disposes of its 

interests in such Purchase Money Notes, either that (A) it is not, and is not acting on behalf of, or 

using the assets of, any employee benefit plan subject to Title I of ERISA or any plan, individual 

retirement account, Keogh plan or other arrangement subject to Section 4975 of the Code, or any 

entity whose underlying assets are considered to include "plan assets" of any such plan, account 

or arrangement or a governmental or other plan which is subject to any provisions under any 

Similar Law or (B) its acquisition and holding and disposition of such Purchase Money Notes (or 

any interest therein) 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 governmental or other 

plan, a violation of Similar Law). 

(vii) It understands that this Agreement permits the Company to 

demand that (A) any Note Owner of Rule 144A Global Notes (or Holder of Rule 144A 

Certificated Notes) who is determined not to be both a Qualified Institutional Buyer and a 

Qualified Purchaser at the time of acquisition of such Purchase Money Notes or (B) any Holder 

of Regulation S Certificated Notes who is determined not to be both a non-U.S. Person and a 

Qualified Purchaser at the time of acquisition of such Purchase Money Notes, in either such case 

sell the Purchase Money Notes (X) to a Person who is a Qualified Institutional Buyer in a 

transaction meeting the requirements of Rule 144A or another applicable exemption from the 

registration requirements of the Securities Act or (Y) to a Person who will take delivery in the 

form of a RegulationS Certificated Note and who is not a U.S. Person in a transaction meeting 

the requirements of RegulationS and, in the case of both clauses (X) and QJ., to a Person that is 

a Qualified Purchaser, and if it does not comply with any such demand under clause (A) or .ilil 

within thirty days thereof, the Company may sell the Note Owner's or Holder's Purchase Money 

Note or interest therein in accordance with and pursuant to the terms of this Agreement. 

(viii) It acknowledges that it is its intent and that it understands it is the 

intent of the Company that, for purposes of U.S. Federal income, state and local income and any 

other income taxes, the Company will be treated as a partnership and the Purchase Money Notes 

will be treated as indebtedness of the Company; it agrees to such treatment and agrees to take no 

action inconsistent with such treatment. 

(ix) If it is not a United States Person, it is not acquiring any Purchase 

Money Notes as part of a plan to reduce, avoid or evade U.S. Federal income taxes owed, owing 

or potentially owed or owing. 

(x) It is aware that, except with respect to Certificated Notes, the 

Purchase Money Notes will be represented by one or more Rule 144A Global Notes and that the 

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beneficial interests therein may be held only through the Depository or one of its nominees, as 

applicable. 

(xi) It agrees that it will not offer or sell, transfer, assign or otherwise 

dispose of any Purchase Money Notes or any interest therein except (A) pursuant to an 

exemption from, or in a transaction not subject to, the registration requirements of the Securities 

Act and any applicable state securities Laws or the applicable Laws of any other jurisdiction and 

(B) in accordance with the provisions of this Agreement, to which provisions it agrees it is 

subject. 

(xii) It understands that the Company, the Paying Agent and the 

Transferor, their respective Affiliates and their counsel will rely upon the accuracy and truth of 

the foregoing representations, and it consents to such reliance. 

(xiii) It will provide notice to each Person to whom it proposes to 

transfer any interest in the Purchase Money Notes of the transfer restrictions and representations 

set forth in this Section 2.7, including the Exhibits referenced herein. 

(p) Agent Members shall have no rights pursuant to this Agreement with 

respect to any Rule 144A Global Note held on their behalf by the Paying Agent, as custodian for 

the Depository, and the Depository may be treated by the Company, the Paying Agent and any 

agent of the Company or the Paying Agent as the absolute owner of such Rule 144A Global Note 

for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Agreement shall 

prevent the Company, the Paying Agent or any agent of the Company or the Paying Agent from 

giving effect to any written certification, proxy or other authorization furnished by the 

Depository or impair, as between the Depository and its Agent Members, the operation of 

customary practices governing the exercise of the rights of a beneficial interest in any Rule 144A 

Global Note. 

(q) Notwithstanding any provision to the contrary in this Agreement, so long 

as a Purchase Money Note remains outstanding, transfers and exchanges of a Purchase Money 

Note, in whole or in part, shall only be made in accordance with this Section 2.7. 

(r) Any purported transfer or exchange of a Purchase Money Note not in 

accordance with this Section 2. 7 shall be null and void ab initio and shall not be given effect for 

any purpose hereunder. 

(s) Nothing in this Section 2.7 shall be construed to limit any contractual 

restrictions on transfers of Purchase Money Notes or interests therein that may apply to any 

Person. 

(t) Notwithstanding anything contained in this Agreement to the contrary, 

neither the Paying Agent nor the Purchase Money Notes Registrar shall be responsible for 

ascertaining whether any transfer complies with the registration provisions of or any exemptions 

from the Securities Act, applicable state securities Laws or the applicable Laws of any other 

jurisdiction, ERISA, the Code or the Investment Company Act of 1940, as amended; provided, 

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however, that if a certificate is specifically required by the express terms of this Agreement to be 

delivered to the Paying Agent by a holder or transferee of a Purchase Money Note, the Paying 

Agent shall be under a duty to receive and examine the same to determine whether or not the 

certificate substantially conforms on its face to the requirements of this Agreement and shall 

promptly notify the party delivering the same if such certificate does not comply with such terms. 

(u) Notwithstanding the foregoing, with the advice of counsel to the Company, 

the Company may adopt one or more other forms of transfer certificate with respect to the 

transfer of the Purchase Money Notes after the Closing Date. The Purchase Money Notes 

Registrar shall be notified of such action and, upon receipt of such notice and copies of such 

other forms of transfer certificate from the Company, shall be deemed to be directed by the 

Company to also adopt such alternate forms of transfer certificate. 

Section 2.8 Reissuance of Purchase Money Notes. Upon the maturity of any Class of 

Guaranteed Purchase Money Notes (the "Maturing Purchase Money Notes"), the Company, at 

the direction of (and in the sole discretion of) the relevant Purchase Money Notes Guarantor, 

shall reissue such Maturing Purchase Money Notes (such reissued Maturing Purchase Money 

Notes, the "Reissued Purchase Money Notes") to such Purchase Money Notes Guarantor (or its 

designee(s)) with terms and conditions as are directed by such Purchase Money Notes Guarantor 

and substantially similar to the terms and conditions of the related Maturing Purchase Money 

Notes (including not accruing interest) and a new maturity date satisfactory to such Purchase 

Money Notes Guarantor; provided, however, that (i)(x) the maturity date of such Reissued 

Purchase Money Notes shall not be later than the seventh anniversary of the Closing Date and (y) 

the aggregate outstanding principal amount of such Reissued Purchase Money Notes at the time 

of their original issuance shall be equal to (A) the outstanding principal amount of the related 

Maturing Purchase Money Notes minus (B) the amounts on deposit in the Defeasance Account to 

pay such Maturing Purchase Money Notes (including the amount, if any, of any payments made 

to pay such Maturing Purchase Money Notes pursuant to the applicable Purchase Money Notes 

Guaranty) plus (C) the applicable Guaranteed Purchase Money Notes Reissuance Fee with 

respect to such Reissued Purchase Money Notes, and (ii) no modification contained in such 

Reissued Purchase Money Notes (other than the balance increase described in Section 

2.7(u)(i)(y)(C) above) shall affect adversely (x) the amount or timing of distributions to the 

Initial Member or the Private Owner pursuant to the Priority of Payments or (y) any other rights 

or obligations of the Paying Agent, the Private Owner or the Initial Member pursuant to this 

Agreement or any Transaction Document (other than the Purchase Money Notes) in each case 

unless such adversely affected Paying Agent, Private Owner or Initial Member, as applicable, 

shall have consented to the applicable provisions resulting in such adverse effect. Upon the 

issuance of the Reissued Purchase Money Notes to the relevant Purchase Money Notes 

Guarantor (or its designee(s)), such Purchase Money Notes Guarantor shall, as payment therefor, 

deposit (or cause to be deposited) an amount equal to the aggregate original principal amount 

thereof (less the amount of the Guaranteed Purchase Money Notes Reissuance Fee) into the 

Defeasance Account to repay the Holders of the related Maturing Purchase Money Notes; 

provided, however, that for purposes of clause (i)(y)(B) of this Section 2.7(u), proceeds from 

Reissued Purchase Money Notes deposited into the Defeasance Account shall not be included as 

amounts on deposit to pay such Maturing Purchase Money Notes. Simultaneously with the 

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issuance of any Reissued Purchase Money Note, the Company shall pay the Guaranteed 

Purchase Money Notes Reissuance Fee to the Purchase Money Notes Guarantor with respect to 

the Maturing Purchase Money Notes in accordance with Section 8.19 of the Reimbursement, 

Security and Guaranty Agreement. Any Reissued Purchase Money Notes in respect of any 

particular Class of Maturing Purchase Money Notes shall be deemed to be a "Class" of Purchase 

Money Notes for all purposes of the Transaction Documents and, as such, shall be subject to all 

of the terms and conditions of this Agreement. Any terms of this Agreement or any other 

Transaction Document to the contrary notwithstanding, the Purchase Money Notes Guarantor in 

respect of the Maturing Purchase Money Notes may, in its discretion, execute and deliver a 

guaranty with respect to the Reissued Purchase Money Notes, substantially in the form of 

Attachment M to the Contribution Agreement (or substantially in such form except for such 

changes thereto as do not materially adversely affect the Company). If requested by such 

Purchase Money Notes Guarantor, the Company forthwith shall execute and deliver the 

acknowledgement in respect of such Purchase Money Notes Guaranty in respect of the Reissued 

Purchase Money Notes contemplated by the form of guaranty set forth in Attachment M to the 

Contribution Agreement. The issuance of any Reissued Purchase Money Notes as described in 

this Section 2.7(u) shall be at the cost and expense of the Company (without limitation of the 

term "Reimbursable Company Administrative Expenses"). In the event of, and to the extent of, 

any inconsistency between the terms of this Section 2.7(u) and the other terms of this Agreement, 

the terms of this Section 2.7(u) shall prevail. 

Section 2.9 Mutilated, Defaced, Destroyed, Lost or Stolen Purchase Money Notes. 

(a) If (i) any mutilated or defaced Purchase Money Note is surrendered to the 

Paying Agent, or if there shall be delivered to the Company and the Paying Agent evidence to 

their reasonable satisfaction of the destruction, loss or theft of any Purchase Money Note, and (ii) 

there is delivered to the Company and the Paying Agent such security or indemnity as may be 

required by them to save each of them and any agent of any of them harmless, then, in the 

absence of notice to the Company or such Paying Agent that such Purchase Money Note has 

been acquired by a bona fide purchaser, the Company shall execute and deliver, in lieu of any 

such mutilated, defaced, destroyed, lost or stolen Purchase Money Note, a new Purchase Money 

Note, of like tenor (including being of the same Class and having the same date) and equal 

Original Face Amount registered in the same manner and bearing a number not 

contemporaneous! y outstanding. 

(b) If, after delivery of such new Purchase Money Note, a bona fide purchaser 

of the predecessor Purchase Money Note presents for payment, transfer or exchange such 

predecessor Purchase Money Note, the Company, the Purchase Money Notes Registrar and the 

Paying Agent shall be entitled to recover such new Purchase Money Note from the Person to 

whom it was delivered or any Person taking therefrom and shall be entitled to recover upon the 

security or indemnity provided therefor to the extent of any loss, damage, cost or expense 

incurred by the Company and the Paying Agent in connection therewith. 

(c) In case any such mutilated, defaced, destroyed, lost or stolen Purchase 

Money Note has become due and payable, the Company may in its discretion, instead of issuing 

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a new Purchase Money Note, pay such Purchase Money Note without requiring surrender thereof 

except that any mutilated Purchase Money Note shall be surrendered. 

(d) Upon the issuance of any new Purchase Money Note pursuant to this 

Section 2.9, the Company may require the payment by the Holder thereof of a sum sufficient to 

cover any Tax or other governmental charge that may be imposed in relation thereto and any 

other expenses (including the fees and expenses of the Paying Agent) connected therewith. 

(e) Every new Purchase Money Note issued pursuant to this Section 2.9 in 

lieu of any mutilated, defaced, destroyed, lost or stolen Purchase Money Note shall constitute an 

original additional contractual obligation of the Company, and such new Purchase Money Note 

shall be entitled, subject to Section 2.9(b), to all the benefits of this Agreement equally and 

proportionately with any and all other Purchase Money Notes duly issued pursuant to this 

Agreement. 

The provisions of this Section 2.9 are exclusive and shall preclude (to the extent lawful) all other 

rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, 

lost or stolen Purchase Money Notes. 

Section 2.10 Payments with Respect to the Purchase Money Notes. 

(a) All reductions in the principal amount of a Purchase Money Note (or one 

or more predecessor Purchase Money Notes) effected by payments of principal thereon, shall be 

binding upon all future Note Owners of such Purchase Money Note and of any Purchase Money 

Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, 

whether or not such payment is noted on such Purchase Money Note. Subject to the foregoing, 

each Purchase Money Note delivered under this Agreement and upon registration of transfer of 

or in exchange for or in lieu of any other Purchase Money Note shall carry the rights of unpaid 

principal that were carried by such other Purchase Money Note. 

(b) Payments in respect of principal of any Purchase Money Note shall be 

made by or on behalf of the Company, in U.S. dollars to the applicable Clearing Agency or its 

nominee with respect to a Rule 144A Global Note and to the Holder or its designee with respect 

to a Certificated Note, by wire transfer, as directed by such Clearing Agency or Holder, as 

applicable, in immediately available funds to a U.S. dollar account maintained by such Clearing 

Agency or its nominee with respect to a Rule 144A Global Note, and to the Holder or its 

designee with respect to a Certificated Note; provided, however, that (i) in the case of a 

Certificated Note, the Holder thereof shall have provided written wiring instructions to the 

Paying Agent on or before the related Record Date; and (ii) if appropriate instructions for any 

such wire transfer are not received at least fifteen Business Days prior to the relevant 

Distribution Date, then such payment shall be made by check drawn on a U.S. bank mailed to the 

address of the Holder specified in the Purchase Money Notes Register. Upon fmal payment due 

on the maturity of a Purchase Money Note, the Holder thereof shall present and surrender such 

Purchase Money Note at the office of the Paying Agent on or prior to such maturity; provided, 

however, that if the Paying Agent and the Company shall have been furnished such security or 

indemnity as may be required by them to save each of them harmless and an undertaking 

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thereafter to surrender such Purchase Money Note, then, in the absence of notice to the Company 

or the Paying Agent that the applicable Purchase Money Note has been acquired by a bona fide 

or protected purchaser, and upon written direction from the Company, such final payment shall 

be distributed by the Paying Agent without presentation or surrender; and provided further, 

however, that the foregoing provisos shall not apply to any Class of Purchase Money Notes so 

long as such Class of Purchase Money Notes remains in book-entry form, in which case all 

payments shall be made through the applicable Clearing Agency. All notices and 

communications to be given to the Note Owners and all payments to be made to Note Owners in 

respect of the Purchase Money Notes shall be given or made only to or upon the order of the 

registered Holders. Neither the Company nor the Paying Agent shall have any responsibility or 

liability for any aspects of the records maintained by the Depository or any of the Agent 

Members relating to or for payments made thereby on account of beneficial interests in a Rule 

144A Global Note. 

(c) From time to time, upon the written request of any Holder or the PMN 

Agent, the Paying Agent shall provide such Holder or the PMN Agent, as applicable, with a 

statement ofthe aggregate amount of principal payments that have been made with respect to the 

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

such Class). 

Section 2.11 Mandatory Exchange. 

(a) A Rule 144A Global Note deposited with the Depository shall be 

exchanged for one or more Certificated Notes issued to the beneficial owners thereof (i) if either 

(x) the Depository notifies the Company that it is unwilling or unable to continue as depository 

for such Rule 144A Global Note or (y) at any time the Depository ceases to be a Clearing 

Agency registered under the Exchange Act and, in each case, (A) a successor depository is not 

appointed by the Company within ninety days after such notice, and (B) such exchange complies 

with Section 2.7, or (ii) upon a request to such effect by the PMN Agent while an Event of 

Default is continuing. 

(b) Any Rule 144A Global Note that is exchanged for a Certificated Note 

pursuant to this Section 2.11 shall be surrendered by the Depository to the Paying Agent to be so 

transferred, in whole or from time to time in part, without charge, and the Company shall execute, 

and the Paying Agent shall deliver, upon such transfer of each portion of such Rule 144A Global 

Note, an equal aggregate Original Face Amount of Certificated Notes in Authorized 

Denominations (subject to the proviso to the first sentence of Section 2.5(b)). Any Certificated 

Note delivered in exchange for an interest in a Rule 144A Global Note shall, except as otherwise 

provided by Section 2.7(n), bear the legends set forth in the applicable Exhibit hereto and shall 

be subject to the transfer restrictions referred to in such legends. 

(c) Subject to the provisions of subsection (b) of this Section 2.11, the Holder 

of a Rule 144A Global Note may grant proxies and otherwise authorize any Person, including 

Agent Members and Persons that may hold interests through Agent Members, to take any action 

which a Holder is entitled to take pursuant to this Agreement or the Purchase Money Notes. 

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(d) In the event of the occurrence of the event specified in subsection (a) of 

this Section 2.11, the Company promptly shall make available to the Paying Agent a reasonable 

supply of Certificated Notes in definitive, fully registered form without interest coupons attached. 

The Certificated Notes shall be in substantially the same form as the Exhibits hereto with such 

changes therein as the Company and Paying Agent shall agree and the Company shall execute, 

and the Paying Agent shall deliver, in exchange for the Rule 144A Global Note or Rule 144A 

Global Notes, as the case may be, the same Original Face Amount of Certificated Notes of 

Authorized Denominations (subject to the proviso to the first sentence of Section 2.5(b)). 

Section 2.12 Notes Beneficially Owned by Persons Not Qualified Institutional Buyers 

or Qualified Purchasers. 

(a) Notwithstanding anything to the contrary elsewhere in this Agreement, 

any transfer of (i) a Rule 144A Global Note or a Rule 144A Certificated Note to a Person that is 

not both a Qualified Institutional Buyer and a Qualified Purchaser or (ii) a Rule 144A Global 

Note to any Person that is not a U.S. Person (in each case other than any such transfers to the 

Receiver), shall be null and void ab initio and any such purported transfer of which the Company 

or the Paying Agent shall have notice may be disregarded by the Company and the Paying Agent 

for all purposes. 

(b) If ( i) any Person that is not a Qualified Institutional Buyer and a Qualified 

Purchaser shall become a Note Owner of any Rule 144A Global Note or a Holder of a Rule 

144A Certificated Note or (ii)(A) any U.S. Person or (B) any non-U.S. Person that is not a 

Qualified Purchaser, shall become a Holder of a RegulationS Certificated Note (any such Person, 

a "Non-Permitted Holder"), the Company, or the Paying Agent acting on behalf of the 

Company and promptly after discovery that such Person is a Non-Permitted Holder by the 

Company or the Paying Agent (and notice by the Paying Agent to the Company), shall send 

notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its 

interest to a Person that is not a Non-Permitted Holder within thirty days of the date of such 

notice. If such Non-Permitted Holder fails to so transfer its interest, the Company shall have the 

right, without further notice to the Non-Permitted Holder, to sell such interest to a purchaser 

selected by the Company that is not a Non-Permitted Holder on such terms as the Company may 

choose. The Company, with the assistance of an independent investment bank of national 

reputation engaged at the expense of the Company, shall select the purchaser by soliciting one or 

more bids from one or more brokers or other market professionals that regularly deal in 

securities similar to the Purchase Money Notes and selling such interest to the highest such 

bidder. The Company however, may select a purchaser by any other means determined by it in 

its sole discretion. The Holder of each Purchase Money Note, the Non-Permitted Holder and 

each other Person in the chain of title from the Holder to the Non-Permitted Holder, by their 

acceptance of an interest in the Purchase Money Notes, agree to cooperate with the Company 

and the Paying Agent to effect such transfers. The proceeds of such sale, net of any commissions, 

expenses and Taxes due in connection with such sale, shall be remitted to the Non-Permitted 

Holder. The terms and conditions of any sale pursuant to this subsection shall be determined in 

the sole discretion of the Company, and the Company shall not be liable to any Person having an 

interest in the Purchase Money Notes sold as a result of any such sale or the exercise of such 

discretion. 

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Section 2.13 Withholding. If any withholding Tax is imposed on any payment made by 

the Company to any Note Owner, such Tax shall reduce the amount otherwise payable to such 

Note Owner. The Company is hereby authorized to withhold from amounts otherwise payable to 

any Note Owner sufficient funds for the payment of any Tax that is legally owed in connection 

therewith (but such authorization shall not prevent the Company from contesting any such Tax in 

appropriate proceedings and withholding payment of such Tax, if permitted by Law, pending the 

outcome of such proceedings). The amount of any withholding Tax imposed with respect to any 

Note Owner shall be treated as cash paid to such Note Owner at the time it is withheld. If there 

is a possibility that withholding Tax is payable with respect to a payment, the Company may, in 

its sole discretion, withhold such amounts in accordance with this Section 2.13. The Company 

shall not be obligated to pay any additional amounts to any Holder or Note Owner of Purchase 

Money Notes as a result of any withholding or deduction for, or on account of, any present or 

future taxes, duties, assessments or governmental charges imposed on payments in respect of the 

Purchase Money Notes. 

Section 2.14 Persons Deemed Owners. The Company, the Paying Agent and any agent 

of the Company or the Paying Agent shall treat the Person in whose name any Purchase Money 

Note is registered as the owner of such Purchase Money Note on the Purchase Money Notes 

Register on the applicable Record Date for the purpose of receiving payments of principal of or 

other distributions with respect to such Purchase Money Note and on any other date for all other 

purposes whatsoever (whether or not such payments are overdue), and neither the Company, the 

Paying Agent nor any agent of the Company or the Paying Agent shall be affected by notice to 

the contrary. 

Section 2.15 [Intentionally Omitted.] 

Section 2.16 Cancellation. All Purchase Money Notes surrendered for payment, 

registration or transfer, exchange or redemption, or deemed lost or stolen, shall, if surrendered to 

any Person other than the Paying Agent, be delivered to the Paying Agent, shall be promptly 

canceled by it and may not be reissued or resold. No Purchase Money Notes shall be issued in 

lieu of or in exchange for any Purchase Money Notes canceled as provided in this Section 2.16, 

except as expressly permitted by this Agreement. All cancelled Purchase Money Notes held by 

the Paying Agent shall be destroyed or held by the Paying Agent in accordance with its standard 

retention policy unless the Company shall direct that they be returned to it. 

Section 2.17 Section 3(c) Procedures. 

(a) Depository Actions. The Company shall direct the Depository to take the 

following steps in connection with the Rule 144A Global Notes: 

(i) The Company shall direct the Depository to include the "3c7" 

marker in the Depository twenty-character security descriptor and the forty eight-character 

additional descriptor for the Rule 144A Global Notes in order to indicate that sales are limited to 

Persons that are both Qualified Institutional Buyers and Qualified Purchasers. 

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(ii) The Company (x) shall direct the Depository to cause each 

physical Depository to clearly mark any deliver order ticket delivered by such physical 

Depository to purchasers to contain the Depository twenty-character security descriptor and (y) 

shall direct the Depository to cause each Depository deliver order ticket delivered by the 

Depository to purchasers in electronic form to contain the "3c7" indicator and a related user 

manual for participants, which shall contain a description of the relevant restrictions. 

(iii) The Company shall instruct the Depository to send a notice 

substantially in the form attached as Exhibit D hereto to all Depository participants in connection 

with the offering of the Rule 144A Global Notes. 

(iv) The Company shall advise the Depository that it is a Section 

3(c)(7) issuer and shall request the Depository to include the Rule 144A Global Notes in the 

Depository's "Reference Directory" of Section 3( c )(7) offerings. 

(v) The Company from time to time shall (upon the request of the 

Paying Agent or the Purchase Money Notes Registrar) request the Depository to deliver to the 

Company a list of all Depository participants holding an interest in the Rule 144A Global Notes. 

(b) Bloomberg Screens, Etc. The Company from time to time shall request all 

third-party vendors to include on screens maintained by such vendors appropriate legends 

regarding Rule 144A and Section 3(c)(7) restrictions on the Rule 144A Global Notes. Without 

limiting the foregoing, the Company shall request Bloomberg, L.P. to include the following on 

each Bloomberg screen containing information about the Rule 144A Global Notes: 

(i) "Security Description" page 1 describing the security states: 

"144A/3c7 "ok"; Reg S/3c7 "ok"; 144A/DTC Book Entry; RegS/Certificated"; 

(ii) "Security Description" page 1 states: "See Page 3 for Comments"; 

(iii) "Security Description" page 3 states: "RESTRICTIONS: These 

securities are being offered under the Securities Act only (a) in book-entry and certificated form 

to "qualified institutional buyers" under Rule 144A and (b) in certificated form to non-U.S. 

Persons in offshore transactions under Regulation S, where (a) and (b) are also "qualified 

purchasers" within the meaning of Section 3(c)(7) of the U.S. Investment Company Act." 

Notwithstanding the foregoing, in the event that Bloomberg is not able to include the language 

contained in subsections (b(i) and (Q)illl above, the purchaser will ensure as of the Closing Date 

that "Security Description" page 3 states: "144A/3c7 "ok"; Reg S/3c7 "ok"; 144A/DTC Book 

Entry; RegS/Certificated" in addition to the language in subsection (b)(iii) above. 

(c) CUSIP. The Company shall cause each "CUSIP" number obtained for the 

Rule 144A Global Notes to have an attached "fixed field" that contains "3c7" and "144A" 

indicators. 

Section 2.18 Issuance/Modification of Notes Pursuant to the Contribution Agreement. 

In the event of, and to the extent of, any inconsistency between the terms of Section 8.4(b) or W 

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of the Contribution Agreement and the terms of this Agreement, the terms of Section 8.4(b) or 

8.4(c), as the case may be, of the Contribution Agreement shall prevail. Without limitation of 

the preceding sentence, the Paying Agent shall abide by, and take such action as is necessary to 

implement the provisions of, or any exercise by the FDIC of its rights under, Section 8.4(b) or 

8 .4( c) of the Contribution Agreement. 

Section 2.19 DTC Eligibility. It is understood that the Purchase Money Notes may not 

be DTC Eligible on the Closing Date. However, the FDIC may, pursuant to Section 8.4 of the 

Contribution Agreement, at any time or from time to time, require that the Purchase Money 

Notes, or one or more Classes of the Purchase Money Notes, be made DTC Eligible, and, in such 

event, anything in this Agreement to the contrary notwithstanding, the parties hereto shall 

cooperate (at the expense ofthe Company, which expense shall be a Pre-Approved Charge) in all 

respects (i) to make the Purchase Money Notes, or the specified Class or Classes of Purchase 

Money Notes, DTC Eligible and (ii) to have one or more Rule 144A Global Notes issued to the 

Depository (in an aggregate "Initial Original Face Amount" equal to the aggregate Original Face 

Amount of Certificated Notes exchanged therefor). Anything in this Agreement to the contrary 

notwithstanding, no Rule 144A Global Note of any Class may be issued unless and until the 

Purchase Money Notes of such Class have been made DTC Eligible. If any Class of Purchase 

Money Notes are, or become, DTC Eligible, the Company will use all commercially reasonable 

best efforts to maintain the Purchase Money Notes as DTC Eligible unless otherwise agreed by 

the PMN Agent. 

ARTICLE III 


ACCOUNTS 


Section 3.1 Collection Account. 

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

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

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

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

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

Interim Servicing Period with respect to such Group of Assets, the Company shall transfer, or 

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

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

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

funds transferred from the Defeasance Account pursuant to Section 3.3(h), funds transferred 

from the Working Capital Reserve Account pursuant to the LLC Operating Agreement and 

Section 3.5, funds advanced by the Manager as Excess Working Capital Advances pursuant to 

the LLC Operating Agreement and Section 3.7, funds advanced by the Manager as Discretionary 

Funding Advances pursuant to the LLC Operating Agreement and Section 3.8 and funds 

deposited into the Collection Account pursuant to Section 8.1 hereof) shall be commingled in the 

Collection Account. 

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(b) Without limitation of Sections 3.1(c) and 3.2(a) hereof, amounts on 

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

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

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

of any Discretionary Funding Advance that the Manager has made with respect to any Asset 

together with accrued and unpaid interest on such Discretionary Funding Advances, but only to 

the extent of Asset Proceeds from the Asset with respect to which the Discretionary Funding 

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

Servicing Expenses, Servicing Expenses and Pre-Approved Charges, either then due and payable 

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

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

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

LLC Operating Agreement and Section 3.6(a), to pay Working Capital Expenses or Permitted 

Development Expenses; (iii) to the extent of any deposits of Excess Working Capital Advances 

into the Collection Account pursuant to Section 5.5 of the LLC Operating Agreement and 

Section 3.7 for such purpose, to pay Working Capital Expenses; and (iv) to the extent of any 

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

of the LLC Operating Agreement and Section 3.8, to pay Permitted Development Expenses; 

provided, however, that the proceeds of any Discretionary Funding Advances may be used to 

fund Permitted Development Expenses only with respect to the Asset to which such 

Discretionary Funding Advances relate. 

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

authorized to request the withdrawal of funds from the Collection Account to pay Interim 

Servicing Expenses and Pre-Approved Charges. The Manager is authorized to request the 

withdrawal of funds from the Collection Account at any time as set forth in Section 3.1 (b). If the 

Transferor, the Company, the Servicer or any Subservicer at any time erroneously deposits any 

amount into the Collection Account, the Manager is authorized to request the withdrawal of such 

amount and instruct the Paying Agent to pay such amount to the Transferor, the Company, the 

Servicer or any Subservicer, as applicable. Any such request by the Manager shall be delivered 

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

(d) The Paying Agent shall invest the amounts on deposit in the Collection 

Account in Permitted Investments in accordance with investment directions from the Company, 

but with a maturity that allows for their allocation and transfer to the Distribution Account in 

accordance with Section 3.2. 

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

withdraw funds from the Collection Account only to repay Discretionary Funding Advances, to 

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

Required Funding Draws, and to pay Working Capital Expenses and Permitted Development 

Expenses (in each case, as set forth above in this Section 3.1) and to transfer funds to the 

Distribution Account pursuant to Section 3.2 and as otherwise set forth in this Agreement and 

not for any other purpose. 

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Section 3.2 Distribution Account. 

(a) On the date hereof, the Company shall establish the "Distribution Account" 

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

Collection Account to the Distribution Account, for application pursuant to Section 5.1, not later 

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

Distribution Date (and not earlier than on such immediately preceding Business Day), the 

amount specified in the Distribution Date instructions delivered pursuant to Section 11.4 for such 

Distribution Date. 

(b) No funds from any other source shall be commingled in the Distribution 

Account (other than (i) interest or earnings on the funds held in the Distribution Account, (ii) 

funding from the Collection Account as described in this Section 3.2, and (iii) amounts held in 

the Distribution Account as described in Section 5 .1(c) hereof). Amounts on deposit in (or that 

are required to have been deposited into) the Distribution Account (including interest and 

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

with the provisions of Section 5.1. 

(c) The Paying Agent shall be authorized and directed to withdraw funds from 

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

for any other purpose. 

Section 3.3 Defeasance Account. 

(a) On the date hereof, the Company shall establish the "Defeasance Account" 

with the Paying Agent (the "Defeasance Account"). The Paying Agent shall transfer funds to 

the Defeasance Account pursuant to the Priority of Payments. 

(b) Any Purchase Money Notes Guarantor will be required to make deposits 

into the Defeasance Account in respect of the Guaranteed Obligations (as such term is defined in 

the applicable Purchase Money Notes Guaranty), in accordance with Section 16(a) of the 

applicable Purchase Money Notes Guaranty. In addition, the Company may deposit any 

Company Principal Prepayment Amount in the Defeasance Account, provided that such amount 

is deposited in the Defeasance Account at least one Business Day prior to the related Distribution 

Date, to be applied by the Paying Agent as a principal prepayment (or a portion thereof) on such 

Distribution Date in accordance with the related Cash Flow and Distribution Report or the 

Maturity Date Report. Any overdue principal on the Guaranteed Purchase Money Notes may be 

paid to the Holders on any Business Day without regard to whether such day is a Distribution 

Date. If, on any Distribution Date on which an acceleration payment with respect to any Class of 

Guaranteed Purchase Money Notes is due and payable or on the Purchase Money Notes Maturity 

Date with respect to any Class of Guaranteed Purchase Money Notes, a payment is due from a 

Purchase Money Notes Guarantor but not timely received, then at such time as the Paying Agent 

does receive such payment together with any interest thereon as provided in Section 16(b) of the 

applicable Purchase Money Notes Guaranty, the Paying Agent shall deposit such amounts into 

the Defeasance Account for further distribution by the Paying Agent to the applicable Holders. 

To the extent the Paying Agent otherwise receives amounts from any Purchase Money Notes 

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Guarantor paid pursuant to Section 16(b) of any Purchase Money Notes Guaranty, the Paying 

Agent shall deposit such amounts into the Defeasance Account for further distribution by the 

Paying Agent to the applicable Holders. Any amounts deposited into the Defeasance Account 

pursuant to any Purchase Money Notes Guaranty (i) prior to 12:00 noon New York City time on 

any particular Business Day shall be distributed by the Paying Agent to the relevant Holders not 

later than 11:00 a.m. New York City time on the immediately following Business Day or (ii) 

after 12:00 noon New York City time on any particular Business Day shall be distributed by the 

Paying Agent to the relevant Holders as soon as reasonably practicable under the circumstances 

but in any event not later than 11:00 a.m. New York City time on the second following Business 

Day, in the case of each of (i) and (ii), unless directed by the relevant Purchase Money Notes 

Guarantor to make such distribution on a later date (in which case the Paying Agent shall make 

such distribution on such later date). Any amounts deposited into the Defeasance Account 

pursuant to any Purchase Money Notes Guaranty shall not be included when calculating the 

balance in the Defeasance Account. 

(c) No funds from any other source (other than interest or earnings on 

amounts described in Section 3.3(d), any amounts deposited pursuant to this Section 3.3 or 

deposits made by the Purchase Money Notes Guarantor pursuant to any Purchase Money Notes 

Guaranty) shall be commingled in the Defeasance Account. 

(d) The Paying Agent shall invest the amounts on deposit in the Defeasance 

Account in Permitted Investments in accordance with investment directions from the PMN 

Agent. Net Gain on Investments will be available to be applied with other amounts in 

accordance with Sections 3.3(f) and (h)_. 

(e) In accordance with Section 24 of any Purchase Money Notes Guaranty, 

the Purchase Money Notes Guarantors will be required, if on the Purchase Money Notes 

Maturity Date of any Class of Guaranteed Purchase Money Notes (or any Distribution Date on 

which an acceleration payment or prepayment of principal is due and payable on such Class of 

Guaranteed Purchase Money Notes), there exists a Net Loss on Investments and (except in the 

case of the Class of Guaranteed Purchase Money Notes having the latest Purchase Money Notes 

Maturity Date of all of the Classes of Guaranteed Purchase Money Notes) the amount in the 

Defeasance Account is less than the amount required to pay all amounts owing to the Holders of 

such Class of Guaranteed Purchase Money Notes on such Maturity Date or Distribution Date, to 

deposit into the Defeasance Account the lesser of (i) the amount of such Net Loss on Investments 

and (ii) the portion of such Net Loss on Investments that is required to increase the amount in the 

Defeasance Account to the amount owing to the Holders of such Class of Guaranteed Purchase 

Money Notes on such Maturity Date or Distribution Date (provided that in the case of the Class 

of Guaranteed Purchase Money Notes having the latest Purchase Money Notes Maturity Date of 

all of the Classes of Guaranteed Purchase Money Notes, only clause (i) shall be considered). In 

accordance with Section 2.1 0(c) of the Contribution Agreement, the Transferor will be required, 

if, on the Purchase Money Notes Maturity Date of any Class of Non-Guaranteed Purchase 

Money Notes (or any Distribution Date on which an acceleration payment or prepayment of 

principal is due and payable on such Class of Non-Guaranteed Purchase Money Notes), there 

exists a Net Loss on Investments and (except in the case of the Class of Non-Guaranteed 

Purchase Money Notes having the latest Purchase Money Notes Maturity Date of all of the 

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Classes of Non-Guaranteed Purchase Money Notes) the amount in the Defeasance Account is 

less than the amount required to pay all amounts owing to the Holders of such Class of NonGuaranteed Purchase Money Notes on such Maturity Date or Distribution Date, to deposit into 

the Defeasance Account the lesser of (x) the amount of such Net Loss on Investments and (y) the 

portion of such Net Loss on Investments that is required to increase the amount in the 

Defeasance Account to the amount owing to the Holders of such Class of Non-Guaranteed 

Purchase Money Notes on such Maturity Date or Distribution Date (provided that in the case of 

the Class of Non-Guaranteed Purchase Money Notes having the latest Purchase Money Notes 

Maturity Date of all of the Classes of Non-Guaranteed Purchase Money Notes, only clause (x) 

shall be considered). From time to time upon request of the PMN Agent, the Transferor or the 

Company, the Paying Agent shall calculate and inform the PMN Agent, the Transferor or the 

Company, as the case may be, of the amount of Net Gain/Loss on Investments. 

(f) On any Purchase Money Notes Maturity Date, and on any Distribution 

Date on which an acceleration payment or prepayment of principal with respect to any Class of 

Purchase Money Notes is due and payable, the Paying Agent shall, after making all 

disbursements required pursuant to Section 5.1, liquidate all or a portion of the Defeasance 

Account sufficient to pay c;tll amounts owing to the Holders of such Class of Purchase Money 

Notes on such Purchase Money Notes Maturity Date or such Distribution Date, as applicable, 

and shall pay such amount to the Holders of such Class of Purchase Money Notes in accordance 

with their Holder Percentages. For the avoidance of doubt, except as provided in the 

immediately following sentence, any amounts distributed, or required to be distributed, from the 

Defeasance Account pursuant to this Section 3.3 on any particular date will be distributed to all 

Holders of all applicable Classes of Purchase Money Notes on a pro rata (and pari passu) basis 

based on the respective amounts to which each such Holder is entitled on account of the 

Purchase Money Notes. Notwithstanding any provisions in any Transaction Documents to the 

contrary, upon the acceleration of the Purchase Money Notes, any amounts distributed from the 

Defeasance Account pursuant to this Section 3.3 will be distributed in the following order of 

priority to the extent there are insufficient funds in the Defeasance Account to pay each Purchase 

Money Notes Guarantor and the Holders the full amounts to which they are entitled: (i) first, to 

the Purchase Money Notes Guarantors as set forth in Section S.l(b)(vi), (ii) second, to the 

Holders of the Guaranteed Purchase Money Notes on a pro rata (and pari passu) basis based on 

the respective amounts to which each such Holder is entitled on account of the Guaranteed 

Purchase Money Notes, and (iii) third, to the Holders of the Non-Guaranteed Purchase Money 

Notes on a pro rata (and pari passu) basis based on the respective amounts to which each such 

Holder is entitled on account of the Non-Guaranteed Purchase Money Notes. 

(g) If, pursuant to Section 2.7(u), Reissued Purchase Money Notes are issued 

upon the maturity of the related Maturing Purchase Money Notes, the proceeds from such 

Reissued Purchase Money Notes shall be deposited in the Defeasance Account to pay, and shall 

be used by the Paying Agent to pay, the related Maturing Purchase Money Notes. This Section 

1]. shall apply to such Reissued Purchase Money Notes following the full or partial liquidation 

of the Defeasance Account and payment of the Holders of the related Maturing Purchase Money 

Notes and the issuance of such Reissued Purchase Money Notes. Any amounts deposited into 

the Defeasance Account pursuant to Section 2.7(u) shall not be included when calculating the 

balance in the account. 

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(h) If, on any Distribution Date, the balance of the Defeasance Account (plus 

any Net Loss on Investments, and disregarding for purposes of such calculation any amounts 

deposited into the Defeasance Account pursuant to Section 2.7(u) of the Custodial and Paying 

Agency Agreement or pursuant to any Purchase Money Notes Guaranty (and any related 

disbursement from the Defeasance Account in respect of any such deposit)) exceeds the thenoutstanding principal balance of the Purchase Money Notes, then on such Distribution Date an 

amount equal to such excess shall be transferred from the Defeasance Account to the Collection 

Account. Following the last Purchase Money Notes Maturity Date and the payment in full of all 

of the Purchase Money Notes (including in respect of any Reissued Purchase Money Notes), the 

Paying Agent shall liquidate the Defeasance Account and transfer the balance (if any) of the 

Defeasance Account after effecting such liquidation from the Defeasance Account into the 

Collection Account. 

(i) The Paying Agent shall be authorized and directed to withdraw funds from 

the Defeasance Account only to make disbursements in accordance with this Agreement and not 

for any other purpose. 

(j) For the avoidance of doubt, for all purposes of this Agreement, including 

this Section 3.3 and Section 5.1, (i) no payment by any Purchase Money Notes Guarantor with 

respect to the Guaranteed Obligations under any Purchase Money Notes Guaranty (including 

pursuant to Section 16(b) of any Purchase Money Notes Guaranty) shall be deemed to constitute 

a payment by the Company in respect of the Purchase Money Notes (such that, for example, any 

determination for purposes of any Purchase Money Note or this Agreement of the aggregate 

outstanding principal amount of the Purchase Money Notes (or any Class of Purchase Money 

Notes) shall disregard any such payment by any Purchase Money Notes Guarantor), (ii) any 

payment to any Purchase Money Notes Guarantor (from the Company, from the proceeds of any 

Secured Parties Collateral or otherwise from any Asset Proceeds, but excluding for the avoidance 

of doubt any deemed payment pursuant to clause (iii)) on account of amounts owed to such 

Purchase Money Notes Guarantor pursuant to Section 2.1 of the Reimbursement, Security and 

Guaranty Agreement shall be applied as set forth in said Section 2.1, and to the extent (and 

solely to the extent) so applied as described in clause (B)(III) of said Section 2.1 shall be deemed 

to constitute a payment by the Company in respect of the Class of Purchase Money Notes in 

respect ofwhich the Purchase Money Notes Guarantor payment was made, and (iii) any payment 

to any Purchase Money Notes Guarantor as the subrogee (as the result of any payment made by 

such Purchase Money Notes Guarantor with respect to the Guaranteed Obligations under any 

Purchase Money Notes Guaranty) to the rights of any Holders of Guaranteed Purchase Money 

Notes (excluding for the avoidance of doubt any deemed payment pursuant to clause (ii)), shall, 

as between the Grantors and such Purchase Money Notes Guarantor, for the purpose of 

determining the amount owed by the Company pursuant to said Section 2.1, be deemed to be 

applied in the order set forth in clauses (B)(I), (ill and (III) of said Section 2.1. 

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Section 3.4 Intentionally Omitted. 

Section 3.5 Intentionally Omitted. 

Section 3.6 Working Capital Reserve Account. 

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

Reserve Account" with the Paying Agent (the "Working Capital Reserve Account") for the 

purpose of paying (and maintaining applicable reserves for payment of) Working Capital 

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

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

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

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

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

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

such Working Capital Expenses. (In determining whether there are "insufficient funds in the 

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

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

during such month, the transfer from the Collection Account to the Distribution Account to occur 

on such Distribution Date). In addition, if the Company elects to undertake any Permitted 

Development, the Company may instruct the Paying Agent to release some or all of the funds in 

the Working Capital Reserve Account in an amount that the Manager determines in the exercise 

of its reasonable discretion and allocate and distribute such released funds to the Collection 

Account, from which such funds will be available to pay the related Permitted Development 

Expenses. In addition to the foregoing, each Existing Servicer is authorized during the Interim 

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

Section 3.3(b) ofthe Contribution Agreement. 

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

accordance with Section 12.11 of the LLC Operating Agreement and thereafter replenished 

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

5.1(b)(v) of this Agreement and the then applicable Working Capital Reserve Target. 

(c) The Working Capital Reserve Target (as the same may be determined and 

adjusted pursuant to Section 12.11 of the LLC Operating Agreement) shall be specified in each 

Monthly Report and, as to each Distribution Date, included in the Cash Flow and Distribution 

Report for such Distribution Date. 

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

occur, the Paying Agent shall, pursuant to applicable instructions provided by the Manager 

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

Working Capital Reserve Account to the Collection Account. 

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

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

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

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

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

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

and distribute such excess funds to the Collection Account. 

(f) The Paying Agent shall invest the amounts on deposit in the Working 

Capital Reserve Account in Permitted Investments in accordance with investment directions 

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

Section 3.5. No funds from any other source (other than interest or earnings on the funds held in 

the Working Capital Reserve Account and funding from the Members as described in this 

Section 3.5) shall be commingled in the Working Capital Reserve Account. 

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

Working Capital Reserve Account only to make disbursements in accordance with this 

Agreement and not for any other purpose. 

Section 3.7 Excess Working Capital Advances. The Manager is (under certain 

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

time to time make Excess Working Capital Advances to the Paying Agent from its own funds 

pursuant to Sections 5.5 and 12.6 of the LLC Operating Agreement. The Company (or the 

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

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

Account (from which the funds will be available to pay Working Capital Expenses) or (ii) if 

made pursuant to clause (y) of the first sentence of Section 5.5 of the LLC Operating Agreement, 

as set forth in Section 5.l(c) hereof. 

Section 3.8 Discretionary Funding Advances. Pursuant to Section 5.4 of the LLC 

Operating Agreement, the Manager may make, at its discretion, Discretionary Funding Advances 

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

extent that funds are not available in the Collection Account for such purpose and the balance on 

deposit in the Working Capital Reserve Account has been reduced to (or below) the Working 

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

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

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

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

(with respect to the Acquired REO Property), as applicable, to pay the applicable Permitted 

Development Expenses relating to the specified Asset. 

Section 3.9 Private Owner Pledged Account. 

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

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

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

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

substitution for a Qualifying Letter of Credit pursuant to the LLC Operating Agreement or upon 

the liquidation or drawing down of a Qualifying Letter of Credit pursuant to the LLC Operating 

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

therein or allocated thereto) shall be held by the Paying Agent in a segregated account subject to 

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

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

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

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

expressly provided in Section 3.9(b) below. The Paying Agent shall invest the amounts on 

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

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

accordance with this Section 3.9. 

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

may release funds from the Private Owner Pledged Account to the Private Owner only to the 

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

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

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

executed by (or with the written consent of), both of the Initial Member and the Private Owner 

(and prepared at the sole cost and expense of the Private Owner). 

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

the Private Owner all funds remaining in the Private Owner Pledged Account after effecting any 

other distribution from the Private Owner Pledged Account involved in such Final Distribution. 

Section 3.1 0 Certain General Provisions Regarding the Accounts. 

(a) Anything in this Article III above to the contrary notwithstanding (but 

subject in any event to clause (ii) of Section 3.1 O(b) below), funds in the Collection Account and 

the Working Capital Reserve Account may be used, and Excess Working Capital Advances or 

Discretionary Funding Advances may be made (and the proceeds thereof used), to fund amounts 

other than those set forth in the relevant provisions of this Article III above, to the extent (and 

only to the extent) of express joint written directions to such effect from the Company and each 

Required Consenting Party, pursuant to the last two sentences of Section 12.14 of the LLC 

Operating Agreement. 

(b) Each Company Account (and all funds and Permitted Investments therein 

or allocated thereto) (i) subject to clause (ii), shall be held by the Paying Agent in a segregated 

trust or custodial account established and maintained (under this Agreement) at a branch of the 

Paying Agent for the benefit of the Company, and (ii) is subject to Section 5.3. The Private 

Owner Pledged Account (x) subject to clause (y), shall be held by the Paying Agent in a 

segregated trust or custodial account established and maintained (under this Agreement) at a 

branch of the Paying Agent for the benefit of the Private Owner, and (y) is subject to a first 

priority security interest in favor of the Initial Member under the LLC Operating Agreement 

and/or the Private Owner Pledged Account Control Agreement (and, without limitation of the 

foregoing, is held as security for the Private Owner Obligations as set forth in the LLC Operating 

Agreement and/or the Private Owner Pledged Account Control Agreement) and to the rights and 

remedies of the Initial Member thereunder. 

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ARTICLE IV 


ADDITIONAL PROVISIONS RELATED TO THE ACCOUNTS 


Section 4.1 Investment of Funds in Accounts. 

(a) The Company, the PMN Agent, the Initial Member or the Private Owner, 

as applicable, may, at any time or from time to time, direct the Paying Agent to, and, upon 

receipt of such investment direction, the Paying Agent shall, invest amounts received and 

retained in the Collection Account, the Working Capital Reserve Account, the Defeasance 

Account, the Distribution Account (as provided in Section 5.1(c)), or the Private Owner Pledged 

Account, as applicable, as so directed in Permitted Investments. If the Company, the PMN 

Agent, the Initial Member or the Private Owner, as applicable, shall not have given any such 

investment directions, the Paying Agent shall seek investment directions from such Person. If 

the Company, the PMN Agent, the Initial Member or the Private Owner, as applicable, does not 

provide the Paying Agent with investment directions pursuant to Sections 3.1, 1}, 3.4, 3.5, 3.9, 

4.1 or 2J..W, the balance standing to the credit of the Collection Account, the Working Capital 

Reserve Account, the Defeasance Account, the Distribution Account, or the Private Owner 

Pledged Account, as applicable, will remain uninvested with no liability for interest thereon. It is 

agreed and understood that the Paying Agent may earn fees associated with Permitted 

Investments. 

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

the terms hereof to make a transfer of funds among the Accounts, after application of all other 

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

transferred a portion of any Permitted Investment that would otherwise have to be liquidated to 

accomplish such transfer in an amount corresponding to the amount to be so transferred. 

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

make a transfer of funds from the Accounts (unless such transfer is between the Accounts), if, 

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

to make any such transfer, the Paying Agent is authorized to liquidate such Permitted Investment. 

If any Permitted Investment so liquidated is then allocated to more than one Account, and it is 

not possible to liquidate only the portion of such Permitted Investment allocated to the Account 

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

and the proceeds of such liquidation shall be allocated to the Accounts involved in the same 

proportion as the allocation of such Permitted Investment, except that the net costs and expenses, 

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

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

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

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

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

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

(c) The Paying Agent shall have no liability with respect to Permitted 

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

Agent, the Initial Member or the Private Owner, as applicable, pursuant to this Agreement. 

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

funds therein or balances thereof shall include the investments in which such moneys are 

invested. 

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

respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its 

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

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

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

of deposit. Directions to invest or reinvest that are received after 11:00 a.m. New York City time 

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

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

whenever the Paying Agent will be required to make a transfer pursuant to the terms hereof. The 

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

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

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

Account or on any investment thereof, shall be credited to and accumulated in such Account and 

thereafter be applied without differentiation from other funds in such Account. Any losses 

incurred from the investment of the balances in any Account or the liquidation of any such 

investment shall be charged to such Account. Promptly after the end of each Due Period, the 

Paying Agent shall determine and report to the Manager (with a copy to the PMN Agent) the net 

interest or other earnings credited, or the net loss charged, to the Collection Account (in respect 

of investments ofthe funds therein) during such Due Period. 

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

amount that is inadequately or incorrectly identified and the Paying Agent is unable to determine 

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

Company, the Initial Member, the Private Owner and the PMN Agent and shall request 

instructions as to the Account into which such amount should be credited. The Paying Agent 

shall credit such amount to the Collection Account until such time as it receives instructions 

from the Company (with the written consent of the PMN Agent and the Initial Member) stating 

that such amount should be credited to another Account in accordance with this Agreement, in 

which case it shall credit such amount, if still available, to the Account designated by the 

Company (with the written consent of the PMN Agent and the Initial Member). 

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

by the Paying Agent from the Distribution Account or (except as otherwise expressly provided 

herein) the Defeasance Account in accordance herewith shall be paid by the Paying Agent from 

amounts on deposit in such account on the related Distribution Date or on the Purchase Money 

Notes Maturity Date, as applicable, in immediately available funds (but not before such amounts 

become immediately available to it). All payments made by the Paying Agent shall be made to 

such account(s) as shall be designated in writing by the Company in accordance with (except as 

otherwise expressly provided herein) the Cash Flow and Distribution Report or the Maturity 

Date Report, as applicable, and this Agreement. 

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ARTICLE V 


DISTRIBUTIONS 


Section 5.1 Priority of Payments. 

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

time), the Paying Agent shall disburse amounts transferred to the Distribution Account from the 

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

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

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

to Section 5.3 hereof but otherwise notwithstanding any provisions in this Agreement to the 

contrary, however, the Paying Agent shall take disbursement instructions from the Initial 

Member or the PMN Agent (to the extent set forth below) with respect to the distributions 

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

Payments (including any of clauses (iii), (iv), (vi), (viii) or (ix) of Section 5.1(b) below) upon the 

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

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

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

indicated in such PO/Manager Distribution Instruction) pursuant to the terms of (and exercise by 

the Initial Member of remedies under) the LLC Operating Agreement (in connection with an 

Event of Default thereunder or applicable breach thereof as set forth therein), or (ii) from the 

Initial Member or, solely in connection with the exercise of rights under the Insurance Schedule, 

from either the Initial Member or the PMN Agent (with any such instructions from the Initial 

Member controlling in the event of conflicting instructions from the PMN Agent and the Initial 

Member, provided that (without limitation of the right of the Initial Member to deliver a 

subsequent conflicting PO/Manager Distribution Instruction pursuant to clause (i) above) neither 

the Initial Member nor the PMN Agent shall have authority to deliver a PO/Manager Distribution 

Reinstatement Notice with respect to any PO/Manager Distribution Instruction having been 

delivered by the other of the Initial Member and the PMN Agent) to the Paying Agent providing 

that such distributions should be suspended or withheld pursuant to the terms of (or exercise of 

remedies under) the LLC Operating Agreement or the Insurance Schedule (it being understood 

that this sentence above shall not apply absent delivery of such PO/Manager Distribution 

Instruction). The instructions pursuant to any such PO/Manager Distribution Instruction shall 

remain in effect (subject to any express provisions thereof or further PO/Manager Distribution 

Instruction superseding the same) unless and until the Initial Member or PMN Agent, as 

applicable, shall have delivered a notice to the Paying Agent, substantially in the form of Exhibit 

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

permitting reinstatement of such distributions to the Private Owner and the Manager, as 

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

Owner and the Manager, as applicable (including as to any previously suspended or withheld 

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

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

(and the Initial Member and the PMN Agent, in each case with respect to any applicable 

PO/Manager Distribution Instruction having been delivered by it, each agrees, following the cure 

(to its satisfaction) of all applicable Events of Default under the LLC Operating Agreement or 

Reimbursement, Security and Guaranty Agreement (or other circumstances) having resulted in 

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

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

Operating Agreement or Reimbursement, Security and Guaranty Agreement shall have occurred 

and be continuing), to so issue to the Paying Agent an applicable PO/Manager Distribution 

Reinstatement Notice so permitting such reinstatement). For avoidance of doubt, in no event 

shall delivery of any such PO/Manager Distribution Instruction affect any applicable 

distributions to the Initial Member, and the Paying Agent shall continue to make applicable 

distributions to the Initial Member of its allocable portion of Distributable Cash on each 

Distribution Date in accordance with the applicable provisions in Section 5.1(b) and the 

applicable Cash Flow and Distribution Reports. The Initial Member or the PMN Agent, as 

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

Distribution Reinstatement Notice to each of the other of such Initial Member and PMN Agent, 

the Company, the Manager and the Private Owner concurrently with or following delivery of 

such PO/Manager Distribution Instruction to the Paying Agent; and the Company (or, if 

applicable pursuant to Section 11.3, the Initial Member) shall cause the same to be duly reflected 

in each applicable Cash Flow and Distribution Report (commencing with the Distribution Date 

following delivery of such PO/Manager Distribution Instruction or PO/Manager Distribution 

Reinstatement Notice, as the case may be), it being understood that the Paying Agent shall 

comply with any applicable PO/Manager Distribution Instruction or PO/Manager Distribution 

Reinstatement Notice delivered to the Paying Agent notwithstanding the failure of the Company 

to cause the same to be reflected in any such Cash Flow and Distribution Report. For purposes 

of any determinations with respect to amounts payable to the Private Owner or the Manager 

under the Transaction Documents (including any accrual of interest), (A) amounts (otherwise 

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

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

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

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

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

connection with any PO/Manager Distribution Reinstatement Notice shall be disregarded. Any 

amounts (otherwise payable to the Private Owner, including as Manager) held by the Paying 

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

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

Assets, the Paying Agent shall hold (and hereby agrees to so hold) such amounts for the benefit 

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

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

PO/Manager Distribution Instruction) with respect to further disposition thereof. 

(b) On each Distribution Date, all funds in the Distribution Account as 

described in Section 11.3 (for the avoidance of doubt, excluding funds held in the Distribution 

Account pursuant to Section 5.1(c) hereof) will be distributed in the following order of priority 

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

Distribution Date in the Cash Flow and Distribution Report for such Distribution Date but 

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

such Distribution Date). 

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

Agent, including any indemnification payments owing to the Custodian and Paying Agent 

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

(ii) second, to pay the Verification Contractor Amounts payable to the 

Verification Contractor; 

(iii) third, (A) for each Due Period during the Interim Servicing Period, 

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

with any unpaid portion of the Interim Servicing Fee with respect to any prior Due Period, and 

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

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

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

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

Management Fee for any prior Due Period; 

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

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

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

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

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

Reserve Target; 

(vi) sixth, until (and including) the Guaranty Issuance Date, such 

remaining amount shall be distributed to the Holders of the Purchase Money Notes in accordance 

with their respective Holder Percentages, in respect of and to the extent of (and as partial 

prepayment of) the outstanding principal balance ofthe Purchase Money Notes; 

(vii) seventh, after (but not including) the Guaranty Issuance Date, to 

pay (i) first, accrued interest on any reimbursement amounts and (ii) second, any reimbursement 

amounts, due and payable to any Purchase Money Notes Guarantor pursuant to the 

Reimbursement, Security and Guaranty Agreement for previous payments made by such 

Purchase Money Notes Guarantor pursuant to any Purchase Money Notes Guaranty, in each case 

ratably to each Purchase Money Notes Guarantor in proportion to the respective amounts 

described in this clause (vii) payable to them (until all such amounts owed to all Purchase Money 

Note Guarantors are paid in full); 

(viii) eighth, after (but not including) the Guaranty Issuance Date, any 

remaining amount shall be deposited into the Defeasance Account to the extent necessary so that, 

after giving effect to such deposit, the balance of the Defeasance Account (plus any Net Loss on 

Investments, and disregarding for purposes of such calculation any amounts deposited into the 

Defeasance Account pursuant to Section 2.7(u) of the Custodial and Paying Agency Agreement 

or pursuant to any Purchase Money Notes Guaranty (and any related disbursement from the 

Defeasance Account in respect of any such deposit)) equals the then-outstanding principal 

balance of the Purchase Money Notes; and 

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

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

accordance with Section 6.6 of the LLC Operating Agreement. 

(c) (i) If the Paying Agent receives the proceeds of any Excess Working 

Capital Advance pursuant to clause (y) of the first sentence of Section 5.5 of the LLC Operating 

Agreement, the Paying Agent shall distribute such funds in the manner set forth in Sections 

5.l(b)(v) and (vi), and (if applicable) (ix) hereof (in such order of priority and, to the extent 

relevant, after giving effect to any distributions made or to be made on such Distribution Date 

pursuant to Section 5.l(b)). The Paying Agent shall make each distribution pursuant to this 

Section 5.l(c) above by not later than 11:00 a.m. New York City time on the first Distribution 

Date occurring on or after (A) if such funds are so paid to the Paying Agent prior to 12:00 noon 

New York City time on any particular Business Day, the immediately following Business Day or 

(B) if such funds are so paid to the Paying Agent after 12:00 noon New York City time on any 

particular Business Day, the second following Business Day. Pending such distribution, any 

such funds shall be invested as set forth in Section 3.3(d) (as if such funds were then being held 

in the Defeasance Account), and any interest or other earnings accrued, or any losses incurred, 

from the investment of such amount shall correspondingly increase or reduce, as the case may be, 

the amount or amounts, as the case may be, distributed pursuant to this Section 5.l(c) above. 

(d) This Section 5.1 is subject to Section 5.3 hereof. 

Section 5.2 Notices of Payment Failure. 

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

the PMN Agent in the event that it fails to receive in full on the related Distribution Date or the 

Purchase Money Notes Maturity Date, as applicable (based on the Cash Flow and Distribution 

Report or Maturity Date Report), the amount required to be paid by the Company on any 

Distribution Date or the Purchase Money Notes Maturity Date, as applicable, which notice shall 

include a statement that the required payment was not made by the Company in full and shall set 

forth the amount of such required payment and in the case of receipt of a partial payment, the 

amount of such partial payment. 

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

advance of the related Distribution Date or the Purchase Money Notes Maturity Date, as 

applicable, it will deliver written notice thereof to the Company and the PMN Agent as soon as is 

practicable in accordance with Section 5.2(a). Upon the Paying Agent's receipt from the PMN 

Agent of written notice at its Office that an Event of Default pursuant to the Reimbursement, 

Security and Guaranty Agreement (and as such term is defined therein) has occurred, or to the 

extent it has actual knowledge of the occurrence of such an Event of Default, the Paying Agent 

shall deliver prompt written notice to the Holders and ( unless notified of such Event of Default 

by the PMN Agent in the first instance) the PMN Agent of the occurrence of such Event of 

Default. 

(c) If the Paying Agent receives notice from the Holders of any Class of 

Purchase Money Notes that such Class of Guaranteed Purchase Money Notes has been declared 

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immediately due and payable in accordance with the terms of such Class of Purchase Money 

Notes no later than 12:00 noon (New York City time) on the fourth Business Day prior to a 

Distribution Date, the Paying Agent shall determine the amount payable by the applicable 

Purchase Money Notes Guarantor pursuant to the applicable Purchase Money Notes Guaranty 

(based on the related Cash Flow and Distribution Report) and shall make a demand therefor no 

later than 5:00p.m. (New York City time) on the fourth Business Day prior to such Distribution 

Date to such Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance 

with Section 16(a) of such Purchase Money Notes Guaranty. If, based on any Cash Flow and 

Distribution Report and Maturity Date Report, the Paying Agent has actual knowledge no later 

than 12:00 noon (New York City time) on the fourth Business Day prior to a Purchase Money 

Notes Maturity Date that any Class of Purchase Money Notes will not be paid in full on the 

related Purchase Money Notes Maturity Date, the Paying Agent shall determine the amount 

payable by the applicable Purchase Money Notes Guarantor pursuant to the applicable Purchase 

Money Notes Guaranty (based on such Cash Flow and Distribution Report and Maturity Date 

Report) and shall make a demand therefor no later than 5:00p.m. (New York City time) on the 

fourth Business Day prior to such Purchase Money Notes Maturity Date to such Purchase Money 

Notes Guarantor on behalf of the applicable Holders in accordance with Section 16(a) of such 

Purchase Money Notes Guaranty. 

(d) If the Paying Agent receives any such notice from the Holders, or obtains 

such actual knowledge, as applicable, later than 12:00 noon (New York City time) on the fourth 

Business Day prior to a Distribution Date or Purchase Money Notes Maturity Date, as applicable, 

the Paying Agent shall determine the amount payable by the Purchase Money Notes Guarantor 

pursuant to the respective Purchase Money Notes Guaranty (based on the Cash Flow and 

Distribution Report for the immediately succeeding Distribution Date) and shall make a demand 

therefor no later than four Business Days prior to the immediately succeeding Distribution Date 

to the Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with 

Section 16(a) of such Purchase Money Notes Guaranty. 

(e) For the avoidance of doubt, nothing herein relieves the Company of its 

obligation to pay the Purchase Money Notes when due in accordance with the terms thereof. 

Section 5.3 Event of Default. Any other term of this Agreement to the contrary 

notwithstanding, each Company Account (and all funds and Permitted Investments therein or 

allocated thereto) shall be subject to a first priority security interest granted to the PMN Agent 

under the Reimbursement, Security and Guaranty Agreement and/or the Account Control 

Agreement (and, without limiting the generality of the foregoing, is held as security for the 

Secured Obligations as set forth in Reimbursement, Security and Guaranty Agreement and/or the 

Account Control Agreement) and to the rights and remedies of the PMN Agent thereunder. 

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ARTICLE VI 


CUSTODIAL DOCUMENTS 


Section 6.1 Delivery of Custodial Documents. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Company delivered on the Closing Date), the Transfer Documents, (y) the Custodial Documents 

described in clauses (i)(x)(B), (vii), (xi), (xv)(y) and (xvi) of Section 6.l(c) and (z) to the extent 

that the Transferor does not deliver or cause to be delivered the same on or about the Closing 

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

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

existence as of the Closing Date. Documents to be delivered to the Custodian pursuant to this 

Section 6.l(a) shall so be delivered at the office of the Custodian at Wells Fargo Document 

1055 lOth S.E. Minneapolis, MN 55414, Attention: Kathleen A. Marshall, Email: (the "Office"). Without limitation of the 

foregoing, the Company shall deliver a notice to the Custodian (with a copy to the PMN Agent) 

when it considers itself to have complied with the obligation set forth in the second sentence of 

this Section 6.l(a). 

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

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

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

the PMN Agent an office space at the Office that is sufficient to accommodate up to six people to 

review the Custodial Documents to be delivered, or delivered, by the Transferor pursuant to 

Section 6.l(a) with representatives of the Custodian for a period (of not more than ten days) 

specified by the Transferor upon reasonable prior notice to the Custodian, and (ii) to 

representatives of the Company (and, if the Company so determines, of the Transferor) and the 

PMN Agent an office space at the Office that is sufficient to accommodate up to six people to 

review the Custodial Documents to be delivered, or delivered, by the Company pursuant to 

Section 6.l(a) with representatives of the Custodian for a period (of not more than ten days) 

specified by the Company upon reasonable prior notice to the Custodian. Within forty-five 

days after notice from the Transferor that it has delivered to the Custodian all of the Custodial 

Documents that it intends to deliver to the Custodian pursuant to Section 3 .1 of the Contribution 

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Agreement, the Custodian shall execute and deliver to the Company, each Purchase Money 

Notes Guarantor and the PMN Agent a certificate, substantially in the form attached hereto as 

Exhibit E (including an Asset Schedule and Exception List) ("Collateral Certificate"). Further, 

within forty-five days after the Custodian's receipt of the notice from the Company described in 

the last sentence of Section 6.l(a) hereof (or, if earlier, within forty-five days after the first 

anniversary of the date hereof), the Custodian shall execute and deliver to the Company and the 

PMN Agent a new Collateral Certificate (including a new Asset Schedule and Exception List). 

In reviewing the documents provided with respect to an Asset, the Custodian shall examine the 

same and determine, with respect to each such document, whether (A) it meets the Review 

Criteria and (B) it (i) appears regular on its face (i.e., is not mutilated, damaged, tom, defaced or 

otherwise physically altered), (ii) relates to the Asset to which it purports to relate, (iii) has been 

executed by the named parties thereon, (iv) where applicable, purports to be recorded, and (v) 

appears to be what it purports to be. Each Collateral Certificate delivered pursuant to this 

Agreement shall certify to all of the Custodial Documents received up to and including the date 

of such Collateral Certificate. 

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

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

following: 

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

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

allonge attached thereto) ""PAY TO THE ORDER OF CRE/ADC VENTURE 2012-1, LLC, 

WITHOUT RECOURSE AND WITHOUT REPRESENTATION OR WARRANTY, EXPRESS, 

IMPLIED OR BY OPERATION OF LAW, OF ANY KIND OR NATURE WHATSOEVER" 

and signed in the name of the Federal Deposit Insurance Corporation as the receiver for the 

applicable Failed Bank, and (B) an allonge attached thereto providing for the endorsement of the 

Note and endorsed "Pay to the order of , without recourse" and signed by the 

Company as the last endorsee, or (y) in the event that the original Note is not available, a fully 

executed Assignment and Lost Instrument Affidavit (in the form of Attachment F to the 

Contribution Agreement); 

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

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

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

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

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

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

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

copies thereof from the applicable Recording Office, or copies thereof together with a 

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

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

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

for recordation in the applicable Recording Office; 

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(iv) the Acquired Property Files; 

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

Assignment to the Company (in the form specified in the Contribution Agreement) signed in the 

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

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

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

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

for recordation in the applicable Recording Office; 

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

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

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

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

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

submitted for recordation in the applicable Recording Office; 

(vii) except in the case of any MERS Designated Loan, an original 

Mortgage Assignment in blank, in form and substance acceptable for recording in the applicable 

Recording Office and signed in the name of the Company; 

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

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

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

copy of the title policy from the issuing title company; 

(ix) the originals of all Collateral Documents executed in connection 

with the Asset; 

(x) Uniform Commercial Code financing statements with recording 

information thereon from the Recording Offices if necessary to perfect the security interest of the 

Asset under the Uniform Commercial Code; 

(xi) (x) if the equity interests of any Ownership Entity are certificated 

(it being understood that such certification currently is prohibited under the LLC Operating 

Agreement and the Reimbursement, Security and Guaranty Agreement), the certificate 

representing such equity interest, together with a stock power for such certificate executed in 

blank by the Company, and (y) and if the equity interests of any Ownership Entity are not 

certificated, an Assignment of LLC Interest similar in form to Exhibit I to the Contribution 

Agreement executed in blank by the Company; 

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

Documents held by the bailee; 

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

Report; 

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

copy of the attorney's opinion of title and abstract of title and/or the original owner's title 

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

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

issuing title company, and (y) the other REO Collateral Documents; 

(xv) (x) the originals of all leases related to any Asset and (y) with 

respect to any Acquired REO Property, an original assignment of such leases executed in blank 

by the applicable Ownership Entity; and 

(xvi) (x) the original or (if such original copy is retained by the relevant 

recording or filing office) a copy of each other Transfer Document (with evidence of recording 

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

connection with the Asset, if any, together (in the case of a copy) with a certificate of the related 

Servicer (or Subservicer) or the foreclosure attorney certifying that such document of assignment, 

conveyance of transfer is a true, correct and complete copy of the original document (and that 

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

documents for each Asset as determined by the Company or the PMN Agent. 

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

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

pursuant to Section 6.1 (a)) within ten days following the execution and delivery, receipt or other 

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

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

was not initially provided pursuant to Section 6.1 (a) because it had not then been located or 

otherwise was not available) such Custodial Document otherwise first having been located or 

becoming available. All such deliveries of Custodial Documents pursuant to this Section 6.1 (d) 

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

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

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

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

Custodian shall (A) examine the additional Custodial Documents and determine, with respect to 

each such document, whether (I) it meets the Review Criteria and (II) it (i) appears regular on its 

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

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

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

Documents with respect to an Asset are placed in the file for the related Asset. In the event the 

Custodian determines that the Supplemental Delivery Certificate is inaccurate, the Custodian 

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

of the Supplemental Delivery Certificate. Within seven Business Days after the receipt of the 

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

(with a copy to each Purchase Money Note Guarantor and the PMN Agent) with a new Collateral 

Certificate (including a new Asset Schedule and Exception List), provided that, if the Custodian 

has not yet delivered the first Collateral Certificate pursuant to Section 6.l{b ), the Custodian 

instead will reflect such Custodial Document in such initial Collateral Certificate when delivered. 

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

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

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

by the Custodian to the Company shall supersede and cancel the Asset Schedule and Exception 

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

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

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

and Exception List attached to the Collateral Certificate is different from the Asset Schedule and 

Exception List most recently delivered to the Company, then the most recently delivered Asset 

Schedule and Exception List shall control and be binding upon the parties hereto. A copy of 

each Asset Schedule and Exception List delivered to the Company contemporaneously shall be 

delivered to the PMN Agent and each Purchase Money Notes Guarantor. The delivery of each 

Asset Schedule and Exception List to the Company shall constitute the Custodian's 

representation (to each of the Company, each Purchase Money Notes Guarantor and the PMN 

Agent) that, other than the Exceptions listed as part of the last delivered Asset Schedule and 

Exception List: (i) all documents required to be delivered in respect of an Asset pursuant to 

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

as part of the Custodial Documents, (ii) all such documents have been reviewed and examined by 

the Custodian in accordance with the review procedures specified in this Agreement and (x) meet 

the Review Criteria and (y) appear on their face to be regular and to relate to such Asset and to 

satisfy (except in the case of a MERS Designated Loan) the requirements set forth in Section 

QJl.£2 ofthis Agreement, (iii) subject to the provisions of Section 7.2(b), each Asset (except in 

the case of a MERS Designated Loan) identified on such Asset Schedule and Exception List is 

being held by the Custodian as the bailee for the Company and (iv) subject to the provisions of 

Section 7.2(b), each MERS Designated Loan is being held by MERS® as the nominee for the 

Company. In connection with an Asset Schedule and Exception List delivered hereunder by the 

Custodian, the Custodian shall make no representations as to and shall not be responsible for 

verifying, except as set forth in Sections 6.1 (b) and 2.1@ of this Agreement, (A) the validity, 

legality, enforceability, due authorization, recordability, sufficiency or genuineness of any of the 

Custodial Documents or (B) the collectability, insurability, effectiveness or suitability of any 

such Asset. To the extent that any of the documents or materials required to be provided by the 

Company to the Custodian pursuant to Sections 6.l(c)(ii), (iii), (vi), (viii) and (ix) are not 

available as originals or as certified copies and the absence of such item would not, in the 

reasonable judgment of the Company, affect the value of the Asset or the ability to enforce the 

rights of the mortgagee (and the Manager is not otherwise required to do so in order to comply 

with the Servicing Obligations), the Company shall not be required to expend more than nominal 

funds to provide such original or certified copies unless or until they are necessary for the 

enforcement of such rights, or unless or until the PMN Agent provides written notice to the 

Custodian that they require the Company to act to cure such exceptions, and all such matters 

shall remain as exceptions on the Asset Schedule and Exception List. 

Section 6.2 Examination of Custodian Files; Copies. 

(a) Upon reasonable prior written notice to the Custodian, the Company, each 

of each Purchase Money Notes Guarantor and the PMN Agent and their respective agents, 

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

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Purchase Money Notes Guarantor or the PMN Agent, as applicable, in writing as authorized to 

access and review the Custodial Documents, shall be permitted during normal business hours to 

examine the Custodial Documents. 

(b) Upon the request of the Company, any Purchase Money Notes Guarantor 

or the PMN Agent, and at the cost and expense of the requesting party, the Custodian shall 

provide copies of any requested Custodial Documents; provided, however, the requesting party 

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

providing copies of such Custodial Documents. 

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

Custodial Documents pursuant to this Agreement, the Company shall deliver to the Custodian 

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

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

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

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

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

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

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

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

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

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

Agreement to utilize a nationally recognized courier service. 

ARTICLE VII 


CUSTODIAN 


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

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

the Bank hereby accepts such appointment as Custodian, to act as the Company's agent, 

custodian and bailee to hold and maintain custody of the Custodial Documents. 

Section 7.2 Obligations of the Custodian. 

(a) Maintenance of Custody. Subject to the provisions of Section 7.2(b), the 

Custodian shall (i) segregate, hold and maintain continuous custody of all Custodial Documents 

received by it in trust for and for the benefit of the Company in secure and fire resistant facilities 

and in accordance with customary controls on access regarding the safety and security of the 

Custodial Documents, (ii) act with the same degree of care and skill that the Custodian exercises 

with respect to any loan files relating to similar loans owned, serviced or held as custodian by the 

Custodian and, in any event, in accordance with customary standards for such custody, (iii) 

reflect in its records the interest of the Company therein, (iv) make disposition of the Custodial 

Documents only in accordance with the provisions of this Agreement, and (v) hold all Custodial 

Documents received by it for the exclusive use and benefit of the Company, and make 

disposition thereof only in accordance with written instructions furnished by the Company. In 

the event that the Custodian moves any Custodial Documents from the state where the Custodial 

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Documents are initially kept pursuant to this Agreement, the Custodian shall provide prompt 

written notice to the Company and the PMN Agent of the location of such Custodial Documents. 

(b) Pledge of Assets to the PMN Agent. Pursuant to the terms and conditions 

of the Reimbursement, Security and Guaranty Agreement, the Company has pledged all of its 

rights, title and interest in and to the Loans and the Custodial Documents to the PMN Agent for 

the benefit of the Holders, any Purchase Money Notes Guarantors and the other Secured Parties 

as security for (among other things) the obligations of the Company pursuant to the Purchase 

Money Notes and each Purchase Money Notes Guaranty. Accordingly, notwithstanding 

anything to the contrary contained in this Agreement, the Custodian acknowledges and agrees 

that it holds possession of the Notes and the other Custodial Documents for the PMN Agent's 

benefit pursuant to Section 9-313(c) of the NY UCC (or the analogous provision under the 

Uniform Commercial Code as adopted in any other relevant jurisdiction) and as bailee for the 

PMN Agent, and the Custodian shall mark its records to reflect the pledge of the Loans and the 

Custodial Documents by the Company to the PMN Agent; provided, however, that, subject to the 

provisions of Section 7.2(d), such pledge shall not affect the right of the Custodian to rely on 

instructions from the Company hereunder. With respect to all Custodial Documents that are 

removed from the Custodian's possession, the Custodian shall use commercially reasonable 

efforts to obtain the return of such removed Custodial Documents until such time as the 

Custodial Documents are returned and provide on a monthly basis to the PMN Agent and the 

Company a report identifying the released (and unreturned) Custodial Documents. 

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

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

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

time to time under this Agreement or (ii) any jurisdiction in which the ownership of its property 

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

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

Custodian to perform its duties and obligations under this Agreement. 

(d) Events of Default pursuant to the Reimbursement, Security and Guaranty 

Agreement. Any term of this Agreement to the contrary notwithstanding, (i) upon the 

Custodian's receipt from the PMN Agent or any Purchase Money Notes Guarantor of written 

notice at its Office that an Event of Default (as defined in the Reimbursement, Security and 

Guaranty Agreement) has occurred and is continuing, the Custodian shall take instructions only 

from the PMN Agent, and (ii) to the extent that the Custodian has actual knowledge that an 

Event of Default (as defined in the Reimbursement, Security and Guaranty Agreement) has 

occurred and is continuing, the Custodian promptly shall notify the PMN Agent in writing and 

seek instructions from (and take instructions only from) the PMN Agent, in each case as to any 

action to be taken by the Custodian pursuant to this Agreement. 

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

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

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

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

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

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

and other materials concerning such proceedings. The Custodian shall, to the extent permitted 

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

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

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

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

a direction consistent with such court determination. 

(f) Release of Custodial Documents. Subject to the provisions of Sections 

7 .2(d) and 7 .2(e), the Custodian shall retain the Custodial Documents in its possession and 

custody at all times during the term hereof unless any one of the following events has occurred: 

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

with the provisions of Section 9.1, the Custodian shall deliver the Custodial Documents to the 

successor Custodian in accordance with Section 9 .1. 

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

hereto from an Authorized Representative of the Company stating that the Company has 

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

the Custodian shall release the related Custodial Documents to the Company or to the Manager 

in accordance with the instructions provided in such notice. 

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

hereto from an Authorized Representative of the Company (and, prior to the PMN 

Satisfaction/Defeasance Date, also executed by the outside attorney for the Company or for the 

Manager to whom the Custodial Documents are to be released) that the Company or the Private 

Owner needs the Custodial Documents in order to foreclose on a Mortgaged Property, accept a 

deed in lieu thereof or modify or restructure the terms thereof, the Custodian shall release the 

related Custodial Documents to (x) prior to the PMN Satisfaction/Defeasance Date, an outside 

attorney for either the Company or the Manager in accordance with the instructions provided in 

such notice, or (y) after the PMN Satisfaction/Defeasance Date, the Company or the Manager in 

accordance with the instructions provided in such notice. 

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

hereto from an Authorized Representative of the Company that the Company has agreed to sell 

an Asset or the Collateral, the Custodian shall deliver the related Custodial Documents to the 

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

(g) No Other Duties. The Custodian shall have no duties or responsibilities as 

Custodian except those that are specifically set forth herein and shall not be liable except for the 

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

into this Agreement. 

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

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

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

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(i) Cooperation. The Company shall cooperate and use commercially 

reasonable efforts to provide any additional documentation or information reasonably requested 

by the Custodian in performing its duties and obligations hereunder. 

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

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

ARTICLE VIII 


FEES AND EXPENSES 


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

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

hereto, which fees and expenses must be reasonable and customary and which fees and expenses 

shall not include any attorneys' or other professionals' fees and expenses. The Company shall 

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

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

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

connection with the Private Owner Pledged Account are paid pursuant to Section 5.1(b) instead 

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

and the Private Owner of such payment and the Private Owner forthwith shall make a deposit 

(from its own funds) into the Collection Account of an amount equal to such fees or expenses, 

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

month following receipt of such notice by the Initial Member, at the direction of the Initial 

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

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

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

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

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

(including as Manager) pursuant to Section 5.1(b). Upon the resignation or removal of the Bank 

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

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

date of Termination; provided, however, that the Bank will be entitled to receive fees and 

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

construed to limit in any way the right of the Bank, in its respective capacities as Custodian and 

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

Owner, as applicable, pursuant to Section 13 .1. 

ARTICLE IX 


REMOVAL OR RESIGNATION 


Section 9.1 Removal or Resignation of Custodian and Paying Agent. 

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

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

Agreement upon at least sixty days' prior written notice to the Company, the Initial Member, the 

Private Owner and the PMN Agent. In the event the Bank resigns, it must resign as both the 

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Custodian and Paying Agent. Promptly after receipt of notice of the Bank's resignation as the 

Custodian and Paying Agent, subject to the provisions of the LLC Operating Agreement and the 

Reimbursement, Security and Guaranty Agreement as they relate to the Company, the Company 

shall appoint, by written instrument, a successor Custodian and Paying Agent. In the event that 

no successor shall have been appointed as the Custodian and Paying Agent within such sixty day 

period, the Bank may petition any court of competent jurisdiction to appoint a successor 

Custodian and Paying Agent. 

(b) Removal. Subject to the provisions of Section 9.1{c), the Company or the 

PMN Agent may remove and discharge the Bank as the Custodian and Paying Agent (or any 

successor custodian and paying agent thereafter appointed) without cause from the performance 

of its obligations pursuant to this Agreement upon at least thirty days' prior written notice to the 

Bank. Promptly after the giving of notice of removal to the Bank as the Custodian and Paying 

Agent, subject to the provisions of the LLC Operating Agreement and the Reimbursement, 

Security and Guaranty Agreement as they relate to the Company, the Company shall appoint, by 

written instrument, a successor Custodian and Paying Agent. 

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

Custodian and Paying Agent pursuant to Section 9.1(a) or .(hl shall be effective prior to the 

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

such successor Custodian and Paying Agent and (i) the execution by such successor Custodian 

and Paying Agent and by the Company (which the Company shall do upon demand of the PMN 

Agent), and delivery to the PMN Agent, of an Account Control Agreement in the form ofExhibit 

N hereto or otherwise satisfactory to the PMN Agent, and (ii) the execution by such successor 

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

demand of the Initial Member), and delivery to the Initial Member, of a Private Owner Pledged 

Account Control Agreement in the form of Exhibit Q hereto or otherwise satisfactory to the 

Initial Member. Upon appointment of a successor Custodian and Paying Agent, the successor 

Custodian and Paying Agent shall execute, acknowledge and deliver an instrument accepting 

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

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

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

conveyance, shall become fully vested with all rights, powers, duties and obligations of the 

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

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

delivered to each of the Company, the Initial Member, the Private Owner, the PMN Agent, the 

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

(d) Transfer of Documents. In the event of any removal or resignation as 

Custodian and Paying Agent, the Bank promptly shall transfer to the successor Custodian and 

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

executed original counterparts of the Debt Agreements and the Private Owner Pledged Account 

Control Agreement, in the possession of the Paying Agent, and the Company and the Bank shall 

execute and deliver such instruments and do such other things as may reasonably be required for 

more fully and certainly vesting and confirming in the successor Custodian and Paying Agent all 

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rights, powers, duties and obligations of the Bank as the Custodian and Paying Agent under this 

Agreement. 

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

Custodian and Paying Agent of all fees and expenses of the successor Custodian and Paying 

Agent and any fees and expenses for transferring Custodial Documents and funds deposited in 

the Accounts to the successor Custodian and Paying Agent except with respect to the Private 

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

Private Owner. 

ARTICLE X 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

Section 10.1 Representations, Warranties and Covenants. 

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

Member and the Private Owner, as applicable, represent and warrant to each other and to the 

PMN Agent and each Purchase Money Notes Guarantor as follows: 

(i) it has the requisite power and authority and the legal right to 

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

necessary corporate or other action to authorize its execution, delivery and performance of this 

Agreement; 

(ii) no consent or authorization of, filing with, or other act by or in 

respect of, any United States or non-United States national, federal, state, local or provincial or 

international government or any political subdivision of any governmental, regulatory or 

administrative authority, agency or commission, or judicial or arbitral body, and no consent of 

any other Person (including any stockholder or creditor) is required in connection with the 

execution, delivery, performance, validity or enforceability ofthis Agreement by it; and 

(iii) this Agreement has been duly executed and delivered on behalf of 

it and constitutes a legal, valid and binding obligation of it enforceable in accordance with its 

terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, 

moratorium or similar Laws affecting the enforcement of creditors' rights generally and by 

general principles of equity (whether enforcement is sought in a proceeding in equity or at Law). 

(b) The Bank as Custodian and Paying Agent represents and warrants to the 

Company, the Initial Member, the Private Owner, the PMN Agent and each Purchase Money 

Notes Guarantor that the Bank is a Qualified Custodian and Paying Agent. 

Section 10.2 Insurance. At its own expense, the Custodian and Paying Agent shall 

maintain at all times and keep in full force and effect (i) fire and other casualty insurance, (ii) 

fidelity insurance, (iii) theft of documents insurance, (iv) forgery insurance, and (v) errors and 

omissions insurance. All such insurance shall be in amounts, with standard coverage and subject 

to deductibles, as are customary for insurance typically maintained by financial institutions 

which act as paying agent and as custodian of collateral substantially similar to the Custodial 

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Documents. Upon written request, the Company shall be entitled to receive a certificate of the 

respective insurer that such insurance is in full force and effect. 

ARTICLE XI 


REPORTS 


Section 11.1 Custodian and Paying Agent Report. 

(a) The Custodian and Paying Agent shall cause to be furnished to the Private 

Owner, the Initial Member, the PMN Agent and each Purchase Money Notes Guarantor, no later 

than 12:00 noon, New York City time, on each Distribution Date, a report for the applicable Due 

Period (the "Custodian and Paying Agent Report") with respect to the Assets and Collateral 

(including the Accounts setting forth in reasonable detail the balances of and any investments in 

the Accounts as of such date and all deposits to and disbursements from such Accounts, 

including the date on which made, since the date of the previous report) held by the Custodian 

and Paying Agent pursuant to this Agreement and on such other information as may otherwise be 

agreed by the parties with respect to such Due Period, all as set forth on Exhibit K hereto. The 

Custodian and Paying Agent shall follow the procedures and perform the calculations and 

reconciliations required to prepare the Custodian and Paying Agent Report, in each case as set 

forth on Exhibit K hereto. The Custodian and Paying Agent also shall make such Custodian and 

Paying Agent Reports available to Note Owners each month in accordance with Section 2.7(k) 

via the Paying Agent's internet website. Access to all information on the Paying Agent's 

internet website will be restricted to Note Owners who provide the Paying Agent with a separate 

investor certification substantially in the form of Exhibit 0 hereto. As a condition to accessing 

the Paying Agent's internet website, the Paying Agent may require registration and the 

acceptance of a disclaimer. The Paying Agent will not be liable for the dissemination of 

information in accordance with this Agreement. 

(b) The Custodian and Paying Agent Report shall be based on information 

included in (i) the Manager's Monthly Report for the applicable Due Period and certified by an 

Authorized Representative of the Manager, (ii) the Cash Flow and Distribution Report for the 

applicable Due Period and certified by an Authorized Representative of the Manager and (iii) 

such other information as may be agreed upon by the parties, all as set forth in Exhibit K hereto. 

Section 11.2 Additional Reports. 

(a) Within two Business Days after receipt of a written request of the 

Company, any Purchase Money Notes Guarantor or the PMN Agent for a Custodial Report or an 

updated Asset Schedule and Exception List, the Custodian and Paying Agent shall provide the 

requesting party with the Custodial Report or the updated Asset Schedule and Exception List, as 

applicable. 

(b) The Custodian and Paying Agent shall provide any additional information 

or reports relating to the Accounts and the transactions therein reasonably requested from time to 

time by the Company, any Purchase Money Notes Guarantor or the PMN Agent. 

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Section 11.3 Company and Servicer Distribution Date Accounting. For each Due 

Period, no later than five Business Days prior to the related Distribution Date, the Company shall 

prepare and deliver or cause the Manager to prepare and deliver to the Paying Agent, the Initial 

Member, each Purchase Money Notes Guarantor and the PMN Agent a report which shall 

specify the amounts and recipients of all funds to be distributed by the Paying Agent on the 

relevant Distribution Date (using (for purposes of clause (v) of the Priority of Payments) the 

Working Capital Reserve Target specified in such report but otherwise as determined as of the 

close ofbusiness on the applicable Determination Date) and shall be certified by an Authorized 

Representative (who shall be the chief financial officer (or an equivalent officer)) of the 

Company (the "Cash Flow and Distribution Report"); provided, however, that (unless the 

Company and the Initial Member agree otherwise) the Initial Member will prepare and deliver to 

the Paying Agent, each Purchase Money Notes Guarantor and the PMN Agent the Cash Flow 

and Distribution Report for all Due Periods ending prior to or during the calendar month in 

which the final Servicing Transfer Date occurs, and each such Cash Flow and Distribution 

Report shall be due no later than two (rather than five) Business Days prior to the related 

Distribution Date. The Cash Flow and Distribution Report shall be a portion of the Monthly 

Report to be provided to the Paying Agent, the Initial Member, each Purchase Money Notes 

Guarantor and the PMN Agent in accordance with the LLC Operating Agreement. The Cash 

Flow and Distribution Report shall contain the following information: 

(a) the aggregate amount of Asset Proceeds received during the applicable 

Due Period and deposited into the Collection Account in accordance with Section 3.1(a); 

(b) for the Collection Account: 

(i) the amount to be transferred from the Collection Account to the 

Distribution Account which shall equal the sum of: (A) the amount described in Section 11.3(a), 

plus (B) the total amount of funds transferred from the Working Capital Reserve Account into 

the Collection Account during the applicable Due Period, plus (C) the total amount of Excess 

Working Capital Advances deposited in the Collection Account during the applicable Due Period, 

plus (D) the total amount of Discretionary Funding Advances deposited in the Collection 

Account during the applicable Due Period, less (E) the total amount of funds withdrawn from the 

Collection Account as permitted pursuant to Section 3.1 during the applicable Due Period, plus 

(F) the total amount of funds transferred into the Collection Account during the applicable Due 

Period pursuant to Section 5.1(b)(ix), plus (G) the total amount of funds transferred from the 

Defeasance Account into the Collection Account pursuant to Section 3.3(h) during the applicable 

Due Period, plus (H) the total amount of funds transferred into the Collection Account during the 

applicable Due Period pursuant to Section 8.1, plus (I) an amount equal to any net interest or 

other earnings credited to the Collection Account (in respect of investments of the funds therein) 

during such Due Period, as determined by the Paying Agent and reported pursuant to Section 4.2, 

less (J) an amount equal to any net loss charged to the Collection Account (in respect of 

investments of the funds therein) during such Due Period, as determined by the Paying Agent 

and reported pursuant to Section 4.2; 

(ii) the amounts payable from the Distribution Account (following the 

transfer from, and from the amount to be transferred from, the Collection Account to the 

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Distribution Account described in clause (b)(i)) on such Distribution Date pursuant to the 

Priority of Payments, itemized by each clause or sub-clause of the Priority of Payments; and 

(iii) with respect to the election by the Company to prepay any Class of 

Purchase Money Notes in full or in part in accordance with the terms of such Class of Purchase 

Money Notes, the related Company Principal Prepayment Amount. 

(c) Any other amounts or calculations required by Section 5.1. 

With respect to the Distribution Date immediately preceding the Purchase Money Notes Maturity 

Date for each Class of Purchase Money Notes, the Company shall prepare and deliver or cause 

the Manager to prepare and deliver to the Paying Agent, the Initial Member, each Purchase 

Money Notes Guarantor and the PMN Agent a Maturity Date Report with respect to such Class 

of Purchase Money Notes. 

Section 11.4 Distribution Date Instructions. Each Cash Flow and Distribution Report 

shall contain, or be accompanied by, irrevocable instructions to the Paying Agent to (i) transfer 

from the Collection Account to the Distribution Account the amount described in Section 

11.3(b)(i) and (ii) withdraw on the related Distribution Date from the Distribution Account and 

the Defeasance Account, as applicable, and pay or transfer (on such Distribution Date) the 

amounts set forth in such report in the manner specified, and in accordance with the priorities 

established, in Sections 3.3 and .i..L including with respect to any distributions to be made to the 

applicable Holders following an acceleration of any Class of Purchase Money Notes prior to the 

related Distribution Date or on the Purchase Money Notes Maturity Date. 

Section 11.5 Books and Records. The Paying Agent shall maintain all such accounts, 

books and records as may be necessary to record properly all transactions carried out by it with 

respect to the Accounts, including all disbursements therefrom, or otherwise with respect to the 

Purchase Money Notes, including all payments thereon. The Paying Agent also shall maintain a 

complete and accurate set of files, books and records regarding the Assets and the Collateral. 

This obligation to maintain a complete and accurate set ofrecords shall encompass all files in the 

Custodian and Paying Agent's custody, possession or control pertaining to the Assets and the 

Collateral, including all Custodial Documents. The Paying Agent shall permit the Company, 

each Purchase Money Notes Guarantor, the PMN Agent and the Initial Member to examine all 

such accounts, books and records and shall permit the Private Owner to examine such accounts, 

books and records that relate to the Private Owner Pledged Account; provided, however, that any 

such examination shall occur upon reasonable prior notice and during normal business hours. 

ARTICLE XII 


NO ADVERSE INTERESTS 


Section 12.1 No Adverse Interests. By execution of this Agreement, the Bank 

represents and warrants that no Responsible Officer of the Bank has any actual knowledge of any 

adverse interest, by way of security or otherwise, in any Asset. The Bank shall not pledge, 

encumber, hypothecate, transfer, dispose of, or otherwise grant any third party interest in, any of 

the Assets pursuant to this Agreement. Notwithstanding any other provisions of this Agreement 

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and without limiting the generality of the foregoing, neither the Custodian nor the Paying Agent 

(nor any Person claiming by or through either of them) shall at any time exercise or seek to 

enforce any claim, right or remedy, including any statutory or common law rights of set-off, if 

any, that the Custodian or the Paying Agent may otherwise have against all or any part of a 

Custodial Document, Asset or proceeds of either. For the purposes of this Section 12.1, a 

Responsible Officer of the Bank means any managing director, director, associate, principal, vice 

president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any 

other officer of the Bank customarily performing functions similar to those performed by any of 

the above designated officers and directly responsible for the administration of this Agreement 

and also means, with respect to a particular corporate trust matter, any other officer to whom 

such matter is referred because of his or her knowledge of and familiarity with the particular 

subject. 

ARTICLE XIII 


LIABILITY AND INDEMNIFICATION 


Section 13.1 Liability; Indemnification. 

(a) Except with respect to the Private Owner Pledged Account and, if 

applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, the 

Company shall indemnify and hold harmless the Custodian and Paying Agent and the directors, 

officers, agents and employees of the Custodian and Paying Agent from and against any and all 

Losses of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against 

it or them in any way relating to or arising out of this Agreement or any action taken or not taken 

by it or them hereunder unless such Losses were imposed on, incurred by or asserted against the 

Custodian and Paying Agent because of the breach by the Custodian and Paying Agent of its 

obligations pursuant to this Agreement, which breach was caused by negligence, lack of good 

faith or willful misconduct on the part of the Custodian and Paying Agent or any directors, 

officers, agents or employees of the Custodian and Paying Agent. The foregoing 

indemnification shall survive any resignation or removal of the Custodian and Paying Agent or 

the termination or assignment of this Agreement. 

(b) The Private Owner shall indemnify and hold harmless the Paying Agent 

and the directors, officers, agents and employees of the Paying Agent from and against any and 

all Losses of any kind or nature whatsoever that may be imposed on, incurred by or asserted 

against it or them in any way relating to or arising out of this Agreement with respect to the 

Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit 

in, or credited to, such Account, or any action taken or not taken by it hereunder with respect to 

the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on 

deposit in, or credited to, such Account, unless such Losses were imposed on, incurred by or 

asserted against the Paying Agent because of the breach by the Paying Agent of its obligations 

pursuant to this Agreement with respect to the Private Owner Pledged Account or, if applicable, 

any funds or Permitted Investments on deposit in, or credited to, such Account, which breach 

was caused by negligence, lack of good faith or willful misconduct on the part of the Paying 

Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing 

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indemnification shall survive any resignation or removal of the Paying Agent or the termination 

or assignment of this Agreement. 

(c) In the event that the Custodian fails to produce a Custodial Document that 

was not identified as an Exception in the then controlling Asset Schedule and Exception List 

within two Business Days after required or requested by the Company, and such Custodial 

Document is not outstanding pursuant to a Request for Release and Receipt of the Custodial 

Documents in the form attached as Exhibit H hereto (a "Custodial Delivery Failure"), then (i) 

with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred 

and has continued in excess of three Business Days, the Custodian promptly shall deliver to the 

Company upon request a Lost Instrument Affidavit in the form attached hereto as Exhibit L 

(unless the original Note shall have been delivered prior to such time) and (ii) with respect to any 

missing document related to such Asset, including a missing Note, (A) the Custodian shall 

indemnify the Company, each Purchase Money Notes Guarantor, the PMN Agent and the 

Holders in accordance with Section 13.l(d) and .em_ at the Company's option, at any time the 

long term obligations of the Custodian are rated below the second highest rating category of 

Moody's Investors Service, Inc. or Standard and Poor's Ratings Group, a division of McGrawHill Companies, Inc., the Custodian shall obtain and maintain an insurance bond naming the 

Company, each Purchase Money Notes Guarantor , the PMN Agent and the Holders and their 

respective successors in interest and assigns as loss payees, insuring against any losses associated 

with the loss of such document, in an amount equal to the then-outstanding principal balance of 

the related Asset or such lesser amount requested by the Company in the Company's sole 

discretion. 

(d) The Custodian and Paying Agent shall indemnify and hold harmless the 

Company, the Initial Member, the PMN Agent, each Purchase Money Notes Guarantor and the 

Holders and their respective directors, officers, employees, agents and designees, from and 

against any and all Losses of any kind or nature whatsoever that may be imposed on, incurred by, 

or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure 

or the Custodian and Paying Agent's negligence, lack of good faith or willful misconduct or any 

breach of any of the conditions, representations, warranties or obligations of the Custodian and 

Paying Agent contained in this Agreement; provided, however, that in no event shall the 

Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and 

Paying Agent have any liability with respect to any special, indirect, punitive or consequential 

damages suffered by the Company. The foregoing indemnification shall survive any termination 

or assignment ofthis Agreement. 

ARTICLE XIV 


CUSTODIAN AND PAYING AGENT 


Section 14.1 Reliance of Custodian and Paying Agent. 

(a) Documents; Communications. The Custodian and Paying Agent may rely 

conclusively on any request, instruction, certificate, direction, receipt, demand, consent, 

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

furnished to the Custodian and Paying Agent pursuant to this Agreement or any Asset Document 

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that the Custodian and Paying Agent believes in good faith (i) to have been signed or presented 

by an Authorized Representative of the party required to sign or present such document and (ii) 

conforms in form to the requirements of this Agreement; provided, however, that in the case of 

any request, instruction, certificate, direction, receipt, demand, consent) resolution, statement, 

instrument, opinion, report, notice or other document or communication which by any provision 

hereof is specifically required to be furnished to the Custodian and Paying Agent, the Custodian 

and Paying Agent shall be under a duty to examine the same in accordance with the requirements 

ofthis Agreement and any Asset Document. 

(b) Requested Instructions. Subject to the provisions of Section 7.2(d), in 

which case the Custodian and Paying Agent shall take instructions only from the PMN Agent, 

and subject to Section 5.3 hereof, if the Custodian and Paying Agent requests instructions from 

the PMN Agent, the Company, the Initial Member or the Private Owner, as applicable, with 

respect to any act, action or failure to act in connection with this Agreement, the Custodian and 

Paying Agent shall be entitled (without incurring any liability therefor to the Company, any 

Purchase Money Notes Guarantor, the PMN Agent or any other Person) to refrain from taking 

such action and continue to refrain from acting unless and until the Custodian and Paying Agent 

shall have received written instructions from the PMN Agent, the Company, the Initial Member, 

the Private Owner, as the case may be (with the consent of the PMN Agent, if such instructions 

are from a Person other than the PMN Agent). 

(c) Certificates. Whenever the Custodian and Paying Agent shall deem it 

necessary or desirable that a matter be proved or established in connection with taking or 

omitting any action by it hereunder, such matter (unless other evidence in respect thereof be 

herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on 

the part of the Custodian and Paying Agent, be deemed to be conclusively proved or established 

by a certificate of an Authorized Representative of the relevant Party delivered to the Custodian 

and Paying Agent. 

(d) Reliance on Experts. The Custodian and Paying Agent may consult with 

and obtain advice from reputable and experienced outside counsel, certified public accountants 

that are nationally recognized, or other experts and the advice or any opinion of such counsel, 

accountants or other experts shall be full and complete authorization and protection in respect of 

any action taken or omitted by it pursuant to this Agreement in good faith and in accordance with 

such advice or opinion of counsel, accountants or other experts. 

(e) Limited Risk. None of the provisions of this Agreement shall require the 

Custodian and Paying Agent to expend or risk its own funds or otherwise to incur any liability, 

financial or otherwise, in the performance of any of its duties pursuant to this Agreement, or in 

the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that 

repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured 

to it. 

(f) Merger or Consolidation. Any corporation into which the Custodian and 

Paying Agent may be merged or converted or with which it may be consolidated, or any 

corporation resulting from any merger, conversion or consolidation to which the Custodian and 

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the Paying Agent shall be a party, or any corporation succeeding to the business of the Custodian 

and Paying Agent, except for any such Person who is or, upon consummation of such transaction, 

will be an Affiliate of the Company, the Servicer or any Subservicer, shall be the successor of 

the Custodian and Paying Agent pursuant to this Agreement without the execution or filing of 

any paper with any party to this Agreement or any further act on the part of any of the parties to 

this Agreement except where an instrument of transfer or assignment is required by Law to effect 

such succession, anything in this Agreement to the contrary notwithstanding; provided, however, 

that any such successor shall satisfy the representations, warranties and covenants set forth in 

Section 10.1 of this Agreement. The Custodian and Paying Agent or successor Custodian and 

Paying Agent shall provide the Company with written notice prior to or within ten days after the 

consummation of any such transaction. At no time shall an Affiliate of the Company, the 

Servicer or any Subservicer be the Custodian and Paying Agent pursuant to this Agreement. 

ARTICLE XV 


TAXES 


Section 15.1 Tax Reports. The Custodian and Paying Agent shall not be responsible 

for the preparation or filing of any reports or returns relating to federal, state or local income 

Taxes with respect to this Agreement, other than in respect of the Custodian and Paying Agent's 

compensation or for reimbursement of expenses. 

Section 15.2 Stamp and Other Similar Taxes. The Company agrees to indemnify and 

hold harmless the Custodian and Paying Agent from, and shall reimburse the Custodian and 

Paying Agent for, any present or future claim for liability for any stamp or other similar Tax and 

any penalties or interest with respect thereto, which may be assessed, levied or collected by any 

jurisdiction in connection with this Agreement. The obligations of the Company pursuant to this 

Section 15.2 shall survive the termination ofthe other provisions of this Agreement. 

Section 15.3 Tax Characterization. Each Holder and Note Owner of a Purchase Money 

Note, by acceptance of such Purchase Money Note or its interest in such Purchase Money Note, 

shall be deemed to have agreed to treat, and shall treat, such Purchase Money Note as debt of the 

Company for U.S. federal income tax purposes except as otherwise required by Law. 

Section 15.4 Back-Up Withholding. Each Holder and Note Owner of a Purchase 

Money Note, by acceptance of such Purchase Money Note or its interest in such Purchase Money 

Note, shall be deemed to understand and acknowledge that failure to provide the Company, the 

Custodian or the Paying Agent with an originally executed version of the applicable U.S. federal 

income tax certifications (generally, an Internal Revenue Service Form W -9 (or successor 

applicable form) in the case of a Person that is a United States Person 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) may result in U.S. federal back-up withholding from payments in respect 

of such Purchase Money Note. 

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ARTICLE XVI 


TERM 


Section 16.1 Term. This Agreement shall terminate upon (a) the final payment or other 

liquidation of all of the Assets (including all Acquired Property), (b) the release and delivery to 

the Company or the PMN Agent of all Custodial Documents held by or in the possession of the 

Custodian in accordance with the terms of this Agreement and (c) the disbursement in 

accordance with the terms hereof of all of the funds and financial assets on deposit in all of the 

Accounts. Notwithstanding anything to the contrary herein, this Agreement may be terminated 

without cause upon at least thirty days' prior written notice to the Custodian and Paying Agent, 

by either the Company (with the consent of the PMN Agent) or the PMN Agent. 

ARTICLE XVII 


AUTHORIZED REPRESENTATIVES 


Section 17.1 Authorized Representatives. Each individual designated as an Authorized 

Representative of any Person is authorized to give and receive notices, requests and instructions 

and to deliver certificates and documents in connection with this Agreement on behalf of such 

Person, and the specimen signature for each such Authorized Representative, initially authorized 

pursuant to this Agreement, is set forth on Exhibit M hereto. From time to time, any Person 

(including any Purchase Money Notes Guarantor) may, by delivering to the other parties hereto a 

revised copy of Exhibit M or any resolution, incumbency certificate or similar document setting 

forth the officers of such Person, which officers shall be deemed to be Authorized 

Representatives of such Person for purposes of this Agreement, change (including, to the extent 

applicable, initially specify) such Person's Authorized Representatives (and amend this 

Agreement to so provide), but until a new Exhibit M or resolution, incumbency certificate or 

similar document with the information regarding such successor (or initial) Authorized 

Representatives is delivered to a party in accordance with this Agreement, that party shall be 

entitled to rely conclusively on the Exhibit M or resolution, incumbency certificate or similar 

document, as applicable, last delivered hereunder. The parties acknowledge and agree that 

unless and until the occurrence of an Event of Default pursuant to the LLC Operating Agreement 

and the removal of the Private Owner as the Manager pursuant to the LLC Operating Agreement, 

the Private Owner in its capacity as the Manager will have the right to designate Authorized 

Representatives of the Manager to act (on behalf of the Manager in its capacity as such) as 

Authorized Representatives of the Company, and that notwithstanding any provisions in this 

Agreement to the contrary, however, upon the delivery of written notice to the Custodian and 

Paying Agent by the Initial Member of the occurrence of an Event of Default by the Private 

Owner pursuant to the LLC Operating Agreement and the removal of the Private Owner as the 

Manager pursuant to the LLC Operating Agreement, the Initial Member or the replacement 

Manager appointed pursuant to Section 3 .13(a) of the LLC Operating Agreement will have the 

right to designate replacement Authorized Representatives of the Company. 

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ARTICLE XVIII 


NOTICES 


Section 18.1 Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be delivered in accordance with (and subject to) the provisions of the Notice 

Schedule (which Notice Schedule is hereby incorporated by reference); provided, that, service of 

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

connection with this Agreement or any Transaction Document shall be subject to the applicable 

provisions in Section 19.3(c). A copy of each notice or other communication to the PMN Agent 

hereunder shall contemporaneously be delivered to each Purchase Money Notes Guarantor (until 

the Guaranteed Purchase Money Notes Satisfaction Date with respect to such Purchase Money 

Notes Guarantor shall have occurred), a copy of each notice or other communication to the 

Company hereunder shall contemporaneously be delivered to the Initial Member and a copy of 

each notice or other communication to or by the Custodian or the Paying Agent hereunder (other 

than any such notice that is from, or given to, the PMN Agent in the first instance) shall 

contemporaneously be delivered to the PMN Agent and (until the Guaranteed Purchase Money 

Notes Satisfaction Date with respect to such Purchase Money Notes Guarantor shall have 

occurred) each Purchase Money Notes Guarantor. 

ARTICLE XIX 


MISCELLANEOUS 


Section 19.1 Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS TO BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE 

OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT 

MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT 

TO THE LAW OF ANOTHER JURISDICTION AND EACH PARTY TO THIS 

AGREEMENT UNCONDITIONALLY AND IRREVOCABLY W AlVES ANY CLAIM TO 

ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL 

ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 19.2 Waiver of Jury Trial. EACH OF THE COMPANY, THE INITIAL 

MEMBER, THE PRIVATE OWNER, THE PMN AGENT AND THE BANK 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 

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

JUDGE SITTING WITHOUT A JURY. 

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Section 19.3 Jurisdiction; Venue and Service. 

(a) Each of(x) the Company, the Private Owner and the Bank, in each case on 

behalf of itself and its Affiliates, and (y) the Initial Member hereby irrevocably and 

unconditionally: 

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

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

the District of Columbia for any suit, action or proceeding against it or any such Affiliate 

commenced by the PMN Agent, the Initial Member or any Purchase Money Notes Guarantor 

arising out of, relating to, or in connection with this Agreement or any Transaction Document, 

and waives any right to: 

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

court or dispute-resolution forum other than the court in which the PMN Agent, the Initial 

Member or any Purchase Money Notes Guarantor, as applicable, files the suit, action or 

proceeding without the consent of the PMN Agent, the Initial Member or such Purchase Money 

Notes Guarantor, as applicable; 

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

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

District of Columbia; or 

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

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

inconvenient forum; 

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

New York for any suit, action or proceeding against it or any such Affiliate commenced by the 

PMN Agent, the Initial Member or any Purchase Money Notes Guarantor arising out of, relating 

to, or in connection with this Agreement or any Transaction Document (other than the LLC 

Operating Agreement), and waives any right to: 

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

other court or dispute-resolution forum without the consent of the PMN Agent, the Initial 

Member or such Purchase Money Notes Guarantor, as applicable; 

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

State of New York; or 

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

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by it or any such 

Affiliate against the PMN Agent, the Initial Member or any Purchase Money Notes Guarantor in 

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

States District Court for the District of Columbia, and waives any right to remove or transfer 

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such suit, action or proceeding to any other court or dispute-resolution forum without the consent 

of the PMN Agent, the Initial Member or such Purchase Money Notes Guarantor, as applicable, 

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

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

for the District of Columbia at the option of the PMN Agent, the Initial Member or such 

Purchase Money Notes Guarantor, as applicable; 

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

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

jurisdiction to hear a suit, action or proceeding falling within Section 19.3(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court of the State ofNew York, and waives any 

right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent of the PMN Agent, the Initial Member or the relevant Purchase 

Money Notes Guarantor, as applicable; and 

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

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

provisions of this Section 19.3(a), to request that such suit, action or proceeding be referred to 

the Commercial Division of such Court. 

(b) Each of the Company, the Private Owner and the Bank, in each case on 

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

judgment entered against it in any suit, action or proceeding falling within Section 19.3(a) may 

be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 19.3 (d), each of the Company, the 

Private Owner and the Bank, in each case on behalf of itself and its Affiliates, hereby irrevocably 

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

proceeding pursuant to Section 19.3(a) or Section 19.3(b) may be effected by the mailing of 

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

pursuant to Section 18.1 (and the Notice Schedule) (with copies to such other Persons as 

specified in such Section 18.1 or the Notice Schedule); provided, however, that the foregoing 

shall not affect the right of any party to serve process in any other manner permitted by Law. 

Each of the Company, the Private Owner and the Bank, in each case on behalf of itself and its 

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

or proceeding pursuant to Section 19.3(a) or Section 19.3(b) on FDIC (in any capacity) shall be 

in accordance with requirements of applicable Law (including 12 CFR section 309.7(a)), with 

additional delivery of a copy of such writ, process or summons to the FDIC (in its applicable 

capacity(ies)) pursuant to the notice provisions in Section 18.1 (and the Notice Schedule). 

(d) Nothing in this Section 19.3 shall constitute (i) consent to jurisdiction in 

any court by the FDIC (in any capacity), other than as expressly provided in Section 19.3(a)(iii) 

and Section 19.3(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit 

Insurance Act or other applicable law relating to commencement, jurisdiction, venue, limitations, 

administrative exhaustion, judicial review, removal, remand, continuation or enforcement 

(including as to limitations on attachment or execution upon assets in the possession of the 

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

capacity) is a party, including 12 U.S.C. § 1819(b), 182l(c), 1821(d), and 182l(j). 

Section 19.4 Counterparts. This Agreement may be executed in two or more 

counterparts, each of which shall be deemed an original but all of which together shall constitute 

but one and the same agreement. This Agreement and any amendments hereto, to the extent 

signed and delivered by facsimile or other electronic means, shall be treated in all manner and 

respects as an original agreement and shall be considered to have the same binding legal effect as 

if it were the original signed version thereof delivered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 

fact that any signature or agreement was transmitted or communicated through the use of a 

facsimile machine or other electronic means as a defense to the formation or enforceability of a 

contract and each such Person forever waives any such defense. 

Section 19.5 Severability. Any provision of this Agreement which is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) 

or .(ill, such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (x) modify such provision (including, to the extent 

applicable, by limiting the duration or scope of such provision and/or the Persons against whom, 

and/or the circumstances under which, such provision shall be effective in such jurisdiction) for 

purposes of such proceeding to the minimum extent necessary so that such provision, as so 

modified, may then be enforced in such proceeding and (y) enforce such provision, as so 

modified pursuant to clause (x), in such proceeding. Nothing in this Section 19.5 is intended to, 

or shall, limit the ability of any party to this Agreement to appeal any court ruling or the effect of 

any favorable ruling on appeal or the intended effect of Section 19.1. 

Section 19.6 Compliance With Law. Except as otherwise specifically provided herein, 

each party to this Agreement shall, at its own cost and expense, obey and comply with all 

applicable Laws, as they may pertain to such party's performance ofits obligations hereunder. 

Section 19.7 Entire Agreement. This Agreement contains the entire agreement between 

the Company, the Initial Member, the Private Owner, the PMN Agent and the Bank with respect 

to the subject matter hereof and supersedes any and all other prior agreements, whether oral or 

written. 

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Section 19.8 Assignment; Binding Effect. 

(a) Except as is permitted pursuant to the prov1s10ns of this Agreement 

providing for successor Custodians and Paying Agents, the Custodian and Paying Agent shall not 

assign or delegate this Agreement or any of its rights or obligations hereunder without the prior 

written consent of the Company and any such purported assignment or delegation without such 

consent shall be void ab initio. This Agreement shall be binding on and inure to the benefit of 

the parties hereto and their respective successors and permitted assigns, and (subject to Section 

19.8(b)), no other Person or Persons shall have any rights or remedies under or by reason of this 

Agreement. Without limiting the generality of the preceding sentence, this Agreement shall be 

binding on and inure to the benefit of (i) any successor "PMN Agent" under, and in accordance 

with, the Reimbursement, Security and Guaranty Agreement, (ii) any successor "Initial Member" 

under, and in accordance with, the LLC Operating Agreement and (iii) any successor "Private 

Owner" under, and in accordance with, the LLC Operating Agreement. 

(b) Each Purchase Money Notes Guarantor (and its successors or assigns) is 

hereby constituted (until the Guaranteed Purchase Money Notes Satisfaction Date with respect to 

such Purchase Money Notes Guarantor) an express third party beneficiary of this Agreement in 

its entirety, and, as such, each Purchase Money Notes Guarantor (and its successors or assigns) is 

entitled to enforce such provisions of this Agreement to the same extent as if such Person were a 

party hereto. To the extent that this Agreement confers directly any rights, remedies or other 

benefits upon any Holder or the Transferor (or any Existing Servicer), this Agreement (subject to 

Sections 19.1 and 19.2 hereof as if such Holder or the Transferor, respectively, was a party 

hereto, and in any event to Section 19.10 hereof) also shall inure to the benefit of, and may be 

enforced by, such Holder or the Transferor, respectively. 

(c) Upon the indefeasible payment, satisfaction and discharge in full of all of 

the Secured Obligations, the rights hereunder of the PMN Agent and any Purchase Money Notes 

Guarantor shall terminate, and from and after such termination all references herein to the PMN 

Agent and/or the Purchase Money Notes Guarantors shall be disregarded. 

Section 19.9 Rights Cumulative. The rights, powers and remedies of the Custodian and 

Paying Agent, the Initial Member, the Private Owner, the PMN Agent, the Purchase Money 

Notes Guarantors, the Holders and the Company pursuant to this Agreement shall be in addition 

to all rights, powers and remedies given to the Custodian and Paying Agent, the Initial Member, 

the Private Owner, the PMN Agent, the Purchase Money Notes Guarantors, the Holders and the 

Company by virtue of any statute or rule of Law, or any other agreement, all of which rights, 

powers and remedies shall be cumulative and may be exercised successively or concurrently. 

Section 19.10 Amendments. Subject to the requirements of the LLC Operating 

Agreement as they relate to the Company, this Agreement may be amended from time to time by 

written agreement signed by (i) the Company, the Initial Member, the PMN Agent, each 

Purchase Money Notes Guarantor (or successor or assign thereof) that is a third-party beneficiary 

hereof pursuant to Section 19.8(b), and the Custodian and Paying Agent and (x) if such 

amendment relates to the Private Owner Pledged Account or the Qualifying Cash Collateral, the 

Private Owner, and (y) if such amendment relates to the Transferor (or any Existing Servicer), 

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14132758.5 
the Transferor, or (ii) if such written agreement relates solely to the Private Owner Pledged 

Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such 

Account, the Initial Member, the Private Owner and the Paying Agent (with the consent of the 

PMN Agent, not to unreasonably be withheld). 

Section 19.11 Headings. Paragraph titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit, extend or 

describe the scope of this Agreement or the intent of any provisions hereof. All section and 

paragraph references contained herein shall refer to sections and paragraphs in this Agreement 

unless otherwise specified. 

Section 19.12 Non-petition. Notwithstanding anything in this Custodial Agreement to 

the contrary, the Bank, in its capacity as Custodian and/or Paying Agent hereunder, shall not, 

prior to the date which is one year and one day after the termination of this Agreement, institute 

or join, or join or assist any other Person in instituting or joining, (i) any Insolvency Proceeding 

with respect to the Company or the Private Owner or any of their respective Subsidiaries or (ii) 

any proceeding for the appointment of a receiver, liquidator, assignee, custodian, trustee, 

sequestrator or similar official for, or for any substantial part of the property of, the Company or 

the Private Owner or any of their respective Subsidiaries, or for the ordering of the dissolution, 

winding-up or liquidation of the affairs of the Company or the Private Owner or any of their 

respective Subsidiaries. 

(remainder ofpage intentionally left blank) 

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IN WITNESS WHEREOF, the Bank. the PMN Agent, the Initial Member, the Private 

Owner and the Company have each caused this Agreement to be executed as of the date first 

written above. 

Company 

CRE/ADC VENTURE 2012·1, LLC 

By: CoLFin 2012 CRE ADC Funding, LLC, its 

manager, 

PMN Agent 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN), as PMN Agent 

By: 


Name: 


T itle: Attorney-in-Fact 


lpitial Member 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN), as Initial Member 

Name: ri"h •rt 

By: 

Title: Attorney-in-Fact 

fSI&JIIlllfC Pases 10 CU&rodill and Paying Aaency Aareemcnt) 

CREIADC Venture201l-l Structured Transaction 

Custodial 111d Payi11g Asency Ag,reement 

Ve rsion J . l. l 

l'll2H&.S 
Private Owner 

!Wili 

WELLS FARGO BANK NATIONAL 

ASSOCIATION, as the Bank 

By: __________________________ 

Name: Amy H. Mofsenson 

Title: Vice President 

{Signature Pqes to OIS10dial111d Paying AJtnty Agreement) 

CREJAOC Vcnt~n2012-l ~~~~re Transaction 

CUst.odial 111d Paying Agency Aareement 

Versi011 3.1.1 1• 132731.4 
Private Owner 

COLFIN 2012 CRE ADC FUNDING , LLC 

B y: _____________________ 

Name: Mark M. Hedstrom 

Title: Vice President 

Bank 

WELLS FARGO BANK NATIONAL 

[Signature Pages to Olstodial and Paying Agency Agreement) 

CREIAOC Ven ture 2012-1 Structured Transaction 

Custodial and Paying Agency Agrccmcm 

Version 3.1 I 

~ ~ 132758 4 
CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to the Custodial and Paying Agency Agreement 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBIT A 


ASSET SCHEDULE 


[To be Attached] 


Exhibit A-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBIT B-1 

FORM OF CERTIFICATED NOTE 

CRE/ADC VENTURE 20 12-1, LLC 


CLASS A PURCHASE MONEY NOTE 


[(RULE 144A CERTIFICATED)][(REGULATION S CERTIFICATED)]' 


(Maturity Date: December 11, 2019) 


$ [0][71,793,886] 

ISINNo.: ____ Certificate No.: Class A- CRE/ADC Class A 

CUSIPNo.: ---­ Issuance Date: December 11, 2012 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

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

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

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

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

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

ACCEPTANCE OF THIS PURCHASE MONEY NOTE, REPRESENTS THAT IT HAS 

OBTAINED THIS PURCHASE MONEY NOTE IN A TRANSACTION IN COMPLIANCE 

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

APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION AND 

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

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

THIS PURCHASE MONEY NOTE, FURTHER REPRESENTS, ACKNOWLEDGES AND 

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

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

IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT 

AND ALL OTHER APPLICABLE LAWS OF ANY JURISDICTION AND IN 

ACCORDANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS 

SPECIFIED IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO 

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

REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS SUCH 

TERM IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR 

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

BUYER" IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO 

A TRANSFEREE THAT IS NOT A U.S. PERSON (AS SUCH TERM IS DEFINED IN 

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

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

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

RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND, IN THE CASE OF 

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

1 Insert as appropriate 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-1-1 

Version 3.1.1 

14132790.5 
PURCHASER" WITHIN THE MEANING OF SECTION 3(c)(7) OF THE INVESTMENT 

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

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

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

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

CONSENT FROM ITS BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE 

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

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

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

PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE 

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

MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT COMPANY 

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

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

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

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

PROVIDE THE ISSUER AND PAYING AGENT FROM TIME TO TIME SUCH 

INFORMATION AS THEY MAY REASONABLY REQUEST IN ORDER TO ASCERTAIN 

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

MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS SECURITIES 

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

TRANSFEREE OF THIS PURCHASE MONEY NOTE WILL BE REQUIRED TO EXECUTE 

AND DELIVER TO THE PAYING AGENT AND THE ISSUER A CERTIFICATE 

INCLUDING CERTAIN REPRESENTATIONS AND AGREEMENTS AS SET FORTH IN 

THE APPLICABLE EXHIBIT TO THE CUSTODIAL AND PAYING AGENCY 

AGREEMENT. 

THIS PURCHASE MONEY NOTE IS NOT TRANSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. ANY SALE OR TRANSFER IN 

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

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

TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO 

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

OF THIS PURCHASE MONEY NOTE AGREES TO PROVIDE NOTICE OF THE 

TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT TO THE TRANSFEREE. IN ADDITION TO THE 

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

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

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

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

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

INTEREST ON BEHALF OF SUCH OWNER. 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-1-2 

Version 3.1.1 

14132790.5 
PRIOR TO PURCHASING ANY PURCHASE MONEY NOTE, PURCHASERS 

SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND 

CONDITIONS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR 

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

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

UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGISTRATION 

RIGHTS TO ANY HOLDER. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET FORTH 

HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS PURCHASE 

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

FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE MONEY NOTE MAY 

ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE PAYING 

AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE OR 

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

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

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

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

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

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

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

EFFECT SUCH TRANSFER SHALL BE REQUIRED TO REPRESENT THAT THE 

ACQUISITION AND HOLDING OF THIS PURCHASE MONEY NOTE (OR ANY 

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

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

REVENUE CODE OR A VIOLATION OF SIMILAR LAW. 

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

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

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

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

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

MATURITY OF THIS PURCHASE MONEY NOTE. 

THE 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 W-9 (OR SUCCESSOR 

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

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

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

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

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

INTERNAL REVENUE CODE) MAY RESULT IN THE IMPOSITION OF U.S. FEDERAL 

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

PURCHASE MONEY NOTE. 

CRE/ ADC Venture 2012-1 Structured Transaction 


Exhibits to Custodial Agreement Exhibit B-1-3 


Version 3.1.1 


14132790.5 
EXCEPT AS OTHER WISE INDICA TED IN THE CUSTODIAL AND PAYING 

AGENCY AGREEMENT, INTERESTS IN THIS PURCHASE MONEY NOTE MUST BE 

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

$10,000 IN EXCESS THEREOF. 

CRE/ ADC V cnture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-1-4 

Version 3.1.1 

14132790.5 
CRE/ ADC VENTURE 2012-1, LLC 


CLASS A PURCHASE MONEY NOTE 


[(RULE 144A CERTIFICATED)][(REGULATION S CERTIFICATED)]2 


(Maturity Date: December 11, 20 19) 


$ [0][71,793,886] 


ISIN No.: _____ Certificate No.: Class ACRE Class A 

CUSIP No.: ____ Issuance Date: December 11,2012 

FOR VALUE RECEIVED, CRE/ADC Venture 2012-1, LLC, a Delaware limited 

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

the order of [Insert Name of Holder], or its successors and registered assigns, on December 11, 

2019 (the "Maturity Date") or such earlier date as such amount shall become due and payable 

pursuant to the terms of this Purchase Money Note, the principal sum of [$0.00 (Zero and 001100 

United States Dollars)][$71,793,886) (Seventy One Million Seven Hundred Ninety Three 

Thousand Eight Hundred Eighty Six and 00/100 United States Dollars)] (the "Original Face 

Amount") (or such lesser amount as shall be the actual outstanding principal amount of this 

Purchase Money Note on such date). No interest shall accrue on the outstanding principal 

amount of this Purchase Money Note. 

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

that certain Agreement of Definitions - CRE/ ADC Venture 2012-1 Structured Transaction dated 

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

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

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

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

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

The payments of this Purchase Money Note are payable in such coin or currency of the 

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

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

Agency Agreement. 

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

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

herein as the "Applicable Class"), in the aggregate principal face amount of $71,793,886, 

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

Purchase Money Notes. 

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

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

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

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

2 Insert as appropriate 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-1-5 

Version 3.!.1 

14132790.5 
mandatory prepayment to the extent required as a result of the acceleration of this Purchase 

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

pursuant to this Purchase Money Note may not be reborrowed. 

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

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

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

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

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

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

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

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

powers and discretion as are reasonably incidental thereto. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

notice or knowledge to the contrary. 

CRE/ADC Venture 2012-l Structured Transaction 


Exhibits to Custodial Agreement Exhibit B-1-6 


Version 3.l.l 


14132790.5 
Upon request by a transferee of this Purchase Money Note that a new Purchase Money 

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

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

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

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

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

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

of like terms. 

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

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

denominations as specified in the Custodial and Paying Agency Agreement. 

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

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

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

affected by notice to the contrary. 

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

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

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

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

without the consent of the PMN Agent. 

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

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

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

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

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

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

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

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

hereby expressly waived by the Issuer. 

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

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

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

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

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

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

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

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

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

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

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

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

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

CRE/ADC Venture 2012-1 Structured Transaction 


Exhibits to Custodial Agreement Exhibit B-1-7 


Version 3 .1.1 


14132790.5 
Purchase Money Notes Guarantor makes any payment to the Holder pursuant to or in connection 

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

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

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

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

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

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

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

assignments of such claims. 

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

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

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

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

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

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

the PMN Agent would otherwise have. 

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

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

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

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

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

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

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

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

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

against the Holder hereof or any other Person. 

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

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

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

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

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

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

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

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

below. 

In case any one or more of the 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. 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-1-8 

Version 3 .l.l 

14132790.5 
The terms of all of the Purchase Money Notes of the Applicable Class may be amended 

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

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

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

Guaranty. 

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

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

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

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

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

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

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

Money Note. 

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

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

Affiliates, irrevocably and unconditionally: 

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

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

the District of Columbia for any suit, action or proceeding against it or any such Affiliate 

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

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

Transaction Document, and waives any right to: 

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

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

action or proceeding without the consent of the FDIC Holder; 

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

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

District of Columbia; or 

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

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

inconvenient forum. 

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

New York for any suit, action or proceeding against it or any such Affiliate commenced by the 

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

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

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

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

CRE/ ADC Venture 2012-1 Structured Transaction 


Exhibits to Custodial Agreement Exhibit B-1-9 


Version 3.1.1 


14132790.5 
(B) assert that venue is improper in the Supreme Court of the 

State ofNew York; or 

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

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by it or any such 

Affiliate against the FDIC Holder arising out of, relating to, or in connection with this Purchase 

Money Note or any Transaction Document in only either the United States District Court for the 

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

and waives any right to remove or transfer such suit, action or proceeding to any other court or 

dispute-resolution forum without the consent of the FDIC Holder, and agrees to consent 

thereafter to transfer of the suit, action or proceeding to either the United States District Court for 

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

Columbia at the option of the FDIC Holder; 

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

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

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

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

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

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

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

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

Commercial Division of such Court. 

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

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

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

enforced in any court of competent jurisdiction. 

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

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

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

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

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

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

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

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

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

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

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

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

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

the notice provisions herein (and the Notice Schedule). 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-1-10 

Version 3.1.1 

14132790.5 
(d) Nothing in paragraph (a), paragraph (b) or paragraph (c) above shall 

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

expressly provided in paragraph (a)(iii) and paragraph (a)(iv) above, or (ii) a waiver or limitation 

of any provision in the Federal Deposit Insurance Act or other applicable Law relating to 

commencement, jurisdiction, venue, limitations, administrative exhaustion, judicial review, 

removal, remand, continuation or enforcement (including as to limitations on attachment or 

execution upon assets in the possession of the FDIC) of actions by or against the FDIC (in any 

capacity), or in which the FDIC (in any capacity) is a party, including 12 U.S.C. § 1819(b), 

1821(c), 1821(d), and 1821G). 

EACH OF THE ISSUER AND, BY ITS ACCEPTANCE HEREOF, 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 AND AGREES THAT ANY SUCH DISPUTE SHALL BE 

TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

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

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

Paying Agency Agreement. 

This Certificated Note is subject to mandatory exchange under the limited circumstances 

set forth in the Custodial and Paying Agency Agreement. 

The Original Face Amount of this Certificated Note does not take into account any 

principal payments made on this Certificated Note. Principal of this Certificated Note is payable 

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

of this Certificated Note at any time may be less than the Original Face Amount. If this 

Certificated Note is in the custody of the Paying Agent pursuant to the Custodial and Paying 

Agency Agreement, the Paying Agent shall, upon any payment in respect of the principal amount 

hereof, endorse this Purchase Money Note on Schedule A hereto to reflect such payment. 

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

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

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

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

other governmental charge payable in connection therewith. 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-1-11 

V crsion 3 .1.1 

14132790.5 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually 

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

CRE/ADC VENTURE 2012-1, LLC 

By: Federal Deposit Insurance Corporation in its 

capacity as Receiver (as defined in the 

Agreement of Definitions referred to herein), as 

Sole Member and Manager 

Name: Parichart Thepvongs 

Title: Attorney-in-Fact 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-1-12 

Version 3.l.l 

14132790.5 
-------

ASSIGNMENT FORM 

For value received ____________________ does hereby sell, assign and 

transfer unto 

Please insert social security or 

other identifying number of assignee 

Please print or type name 

and address, including zip code, 

of assignee: 

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

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

Paying Agent with full power of substitution in the premises. 

Date: 	 Your Signature: _______________ 

(Sign exactly as your name appears in this Purchase 

Money Note) 

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-1-13 

Version 3.1.1 

14132790.5 
SCHEDULE A 


SCHEDULE OF PRINCIPAL PAYMENTS 


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

Money Note have been made: 

Date principal payment Original Face Part of Original Face Portion of Original Face Notation made by or on 

made Amount of this Amount of this Purchase Amount of this Purchase behalf of the Company 

Purchase Money Money Note paid Money Note remaining 

Note unpaid following such 

payment 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-1-14 

Version 3.1.1 

14132790.5 
----

EXHIBIT B-2 


FORM OF GLOBAL NOTE 


CRE/ ADC VENTURE 20 12-1, LLC 

CLASS A PURCHASE MONEY NOTE (GLOBAL 144A) 

(Maturity Date: December 11, 20 19) 

$ ____ 


ISIN No.: Certificate No.: Class ACRE Class A 

CUSIP No.: ____ Issuance Date: , 20_ 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

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

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

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

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

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

ACCEPTANCE OF THIS PURCHASE MONEY NOTE, REPRESENTS THAT IT HAS 

OBTAINED THIS PURCHASE MONEY NOTE IN A TRANSACTION IN COMPLIANCE 

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

APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION AND 

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

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

THIS PURCHASE MONEY NOTE, FURTHER REPRESENTS, ACKNOWLEDGES AND 

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

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

IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT 

AND ALL OTHER APPLICABLE LAWS OF ANY JURISDICTION AND IN 

ACCORDANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS 

SPECIFIED IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO 

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

REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS SUCH 

TERM IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR 

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

BUYER" IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO 

A TRANSFEREE THAT IS NOT A U.S. PERSON (AS SUCH TERM IS DEFINED IN 

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

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

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

RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND, IN THE CASE OF 

BOTH CLAUSES (A) AND ill}, TO A TRANSFEREE (1) THAT IS A "QUALIFIED 

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

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

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

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

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-2-1 

Version 3 .1.1 

14132790.5 
PURCHASER IS A QUALIFIED PURCHASER), (ii) HAS RECEIVED THE NECESSARY 

CONSENT FROM ITS BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE 

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

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

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

PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE 

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

MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT COMPANY 

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

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

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

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

PROVIDE THE ISSUER AND PAYING AGENT FROM TIME TO TIME SUCH 

INFORMATION AS THEY MAY REASONABLY REQUEST IN ORDER TO ASCERTAIN 

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

MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS SECURITIES 

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

TRANSFEREE OF THIS PURCHASE MONEY NOTE WILL BE REQUIRED TO EXECUTE 

AND DELIVER TO THE PAYING AGENT AND THE ISSUER A CERTIFICATE 

INCLUDING CERTAIN REPRESENTATIONS AND AGREEMENTS AS SET FORTH IN 

THE APPLICABLE EXHIBIT TO THE CUSTODIAL AND PAYING AGENCY 

AGREEMENT. 

THIS PURCHASE MONEY NOTE IS NOT TRANSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. ANY SALE OR TRANSFER IN 

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

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

TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO 

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

OF THIS PURCHASE MONEY NOTE AGREES TO PROVIDE NOTICE OF THE 

TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT TO THE TRANSFEREE. IN ADDITION TO THE 

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

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

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

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

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

INTEREST ON BEHALF OF SUCH OWNER. 

PRIOR TO PURCHASING ANY PURCHASE MONEY NOTE, PURCHASER 

SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND 

CONDITIONS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR 

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

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

CRE/ADC Venture 20 12-l Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-2-2 Version 3.1.1 

14132790.5 
UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGISTRATION 

RIGHTS TO ANY HOLDER. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET FORTH 

HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS PURCHASE 

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

FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE MONEY NOTE MAY 

ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE PAYING 

AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE OR 

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

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

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

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

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

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

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

EFFECT SUCH TRANSFER SHALL BE DEEMED TO HAVE REPRESENTED THAT THE 

ACQUISITION AND HOLDING OF THIS PURCHASE MONEY NOTE (OR ANY 

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

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

REVENUE CODE OR A VIOLATION OF SIMILAR LAW. 

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

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

REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, UNLESS 

THIS PURCHASE MONEY NOTE IS PRESENTED BY AN AUTHORIZED 

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY("DTC"), NEW YORK, 

NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, 

EXCHANGE OR PAYMENT AND ANY PURCHASE MONEY NOTE ISSUED IS 

REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS 

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT 

HEREON IS MADE TO CEDE & CO.). 

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

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

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

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

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

MATURITY OF THIS PURCHASE MONEY NOTE. 

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

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

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

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

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

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-2-3 Version 3.1.1 

14132790.5 
REVENUE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 

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

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

INTERNAL REVENUE CODE) MAY RESULT IN THE IMPOSITION OF U.S. FEDERAL 

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

PURCHASE MONEY NOTE. 

EXCEPT AS OTHERWISE INDICATED IN THE CUSTODIAL AND PAYING 

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

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

EXCESS THEREOF. 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-2-4 

Version 3.1.1 

14132790.5 
CRE/ADC VENTURE 2012-1, LLC 


CLASS A PURCHASE MONEY NOTE (GLOBAL 144A) 

(Maturity Date: December 11, 20 19) 

$ _______ 


ISIN No.: _____ Certificate No.: Class A-CRE Class A 

CUSIP No.: _____ Issuance Date: ], 20L] 

FOR VALUE RECEIVED, CRE/ADC Venture 2012-1, LLC, a Delaware limited 

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

the order of Cede & Co., or its successors and registered assigns, on December 11, 2019 (the 

"Maturity Date") or such earlier date as such amount shall become due and payable pursuant to 

the terms of this Purchase Money Note, the principal sum of $[Insert Principal Amount] ([Insert 

Principal Amount] and 00/100 United States Dollars) (the "Initial Original Face Amount") (or 

such other amount as shall be the actual outstanding principal amount of this Purchase Money 

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

Purchase Money Note. 

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

that certain Agreement of Definitions - CRE/ ADC Venture 2012-1 Structured Transaction dated 

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

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

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

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

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

The payments of this Purchase Money Note are payable in such coin or currency of the 

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

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

Agency Agreement. 

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

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

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

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

Purchase Money Notes. 

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

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

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

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

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

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

pursuant to this Purchase Money Note may not be reborrowed. 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-2-5 Version 3.1.1 

14132790.5 
The Holder, by acceptance of this Purchase Money Note, irrevocably acknowledges, and 

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

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

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

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

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

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

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

powers and discretion as are reasonably incidental thereto. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

notice or knowledge to the contrary. 

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

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

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

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

CRE/ADC Venture 2012-l Structured Transaction 


Exhibits to Custodial Agreement 
 Exhibit B-2-6 

Version 3.1.1 

14132790.5 
of a request by a transferee that a new Purchase Money Note be issued or in the case of 

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

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

oflike terms. 

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

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

denominations as specified in the Custodial and Paying Agency Agreement. 

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

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

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

affected by notice to the contrary. 

Upon the occurrence of an Event of Default specified in Section 4.l(b)(i)(A) of the 

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

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

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

without the consent of the PMN Agent. 

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

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

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

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

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

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

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

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

hereby expressly waived by the Issuer. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-2-7 Version 3.1.1 

14132790.5 
payment, will be deemed to have assigned to such Purchase Money Notes Guarantor any and all 

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

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

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

assignments of such claims. 

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

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

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

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

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

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

the PMN Agent would otherwise have. 

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

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

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

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

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

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

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

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

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

against the Holder hereof or any other Person. 

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

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

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

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

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

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

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

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

below. 

In case any one or more of the prov1s1ons hereof should be invalid, illegal or 

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

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

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

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

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

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

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

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

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-2-8 Version 3.1.1 

14132790.5 
Guaranty. 

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

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

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

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

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

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

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

Money Note. 

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

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

Affiliates, irrevocably and unconditionally: 

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

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

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

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

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

Transaction Document, and waives any right to: 

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

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

action or proceeding without the consent of the FDIC Holder; 

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

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

District of Columbia; or 

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

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

inconvenient forum. 

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

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

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

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

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent ofthe FDIC Holder; 

(B) assert that venue is improper in the Supreme Court of the 

State ofNew York; or 

(C) assert that the Supreme Court of the State of New York is 

an inconvenient forum. 

CRE/ ADC V cnture 2012-1 Structured Transaction 


Exhibits to Custodial Agreement 
 Exhibit B-2-9 Version 3.1.1 

14132790.5 
(iii) agrees to bring any suit, action or proceeding by the Issuer, each 

Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating to, or in 

connection with this Purchase Money Note or any Transaction Document in only either the 

United States District Court for the Southern District of New York or the United States District 

Court for the District of Columbia, and waives any right to remove or transfer such suit, action or 

proceeding to any other court or dispute-resolution forum without the consent of the FDIC 

Holder, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the 

United States District Court for the Southern District of New York or the United States District 

Court for the District of Columbia at the option of the FDIC Holder; 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within paragraph (a)(iii) above, to bring 

that suit, action or proceeding in only the Supreme Court of the State of New York, and waives 

any right to remove or transfer such suit, action or proceeding to any other court or disputeresolution forum without the consent of the FDIC Holder; and 

(v) agrees, in any suit, action or proceeding that is brought in the 

Supreme Court of the State of New York for New York County in accordance with the above 

provisions of this paragraph (a), to request that such suit, action or proceeding be referred to the 

Commercial Division of such Court. 

(b) Each of the Issuer and each Non-FDIC Holder, in each case on behalf of 

itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment 

entered against it in any suit, action or proceeding falling within paragraph (a) above may be 

enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of paragraph (d) below, each of the Issuer and 

each Non-FDIC Holder, in each case on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally agrees that service of all writs, process and summonses in any suit, action or 

proceeding pursuant to paragraph (a) or paragraph (b) above may be effected by the mailing of 

copies thereof by registered or certified mail, postage prepaid, to it at its address for notices 

pursuant to this Purchase Money Note (and the Notice Schedule) (with copies to such other 

Persons as specified in the Notice Schedule); provided, however, that the foregoing shall not 

affect the right of any party to serve process in any other manner permitted by Law. Each of the 

Issuer and each Non-FDIC Holder, in each case on behalf of itself and its Affiliates, further 

agrees that any such service of writs, process or summonses in any suit, action or proceeding 

pursuant to paragraph (a) or paragraph (b) on FDIC (in any capacity) shall be in accordance with 

requirements of applicable Law (including 12 CFR section 309.7(a)), with additional delivery of 

a copy of such writ, process or summons to the FDIC (in its applicable capacity(ies)) pursuant to 

the notice provisions herein (and the Notice Schedule). 

(d) Nothing in paragraph (a), paragraph (b) or paragraph (c) above shall 

constitute (i) consent to jurisdiction in any court by the FDIC, other than as expressly provided in 

paragraph (a)(iii) and paragraph (a)(iv) above, or (ii) a waiver or limitation of any provision in 

the Federal Deposit Insurance Act or other applicable Law relating to commencement, 

jurisdiction, venue, limitations, administrative exhaustion, judicial review, removal, remand, 

CRE/ADC Venture 2012-l Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-2-1 0 Version 3.1.1 

14132790.5 
continuation or enforcement (including as to limitations on attachment or execution upon assets 

in the possession of the FDIC) of actions by or against the FDIC (in any capacity), or in which 

the FDIC (in any capacity) is a party, including 12 U.S.C. § 1819(b), 1821(c), 1821(d), and 

1821U). 

EACH OF THE ISSUER AND, BY ITS ACCEPTANCE HEREOF, 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 AND AGREES THAT ANY SUCH DISPUTE SHALL BE 

TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

Interests in this Purchase Money Note may be exchanged for a beneficial interest in the 

corresponding Certificated Note, subject to the restrictions as set forth in the Custodial and 

Paying Agency Agreement. 

This Purchase Money Note is subject to mandatory exchange under the limited 

circumstances set forth in the Custodial and Paying Agency Agreement. 

The "Original Face Amount" of this Purchase Money Note means the Initial Original 

Face Amount, increased by an amount equal to the "Original Face Amount" of any Certificated 

Note surrendered in exchange for an interest in this Purchase Money Note in accordance with the 

Custodial and Paying Agency Agreement, and decreased by an amount equal to the "Original 

Face Amount" of any Certificated Note issued in exchange for an interest in this Purchase 

Money Note in accordance with the Custodial and Paying Agency Agreement. Neither the 

Initial Original Face Amount nor the Original Face Amount of this Purchase Money Note take 

into account any principal payments made on the Purchase Money Notes of the Applicable Class 

(including without limitation this Purchase Money Note). Principal of this Purchase Money Note 

is payable prior to maturity as set forth hereinabove. Accordingly, the actual outstanding unpaid 

principal of this Purchase Money Note at any time may be less than the Initial Original Face 

Amount or the Original Face Amount. Upon exchange of, or increase in, any interest 

represented by this Purchase Money Note, this Purchase Money Note shall be endorsed on 

Schedule A hereto to reflect the reduction of, or increase in, the Original Face Amount evidenced 

hereby. If this Purchase Money Note is in the custody of the Paying Agent pursuant to the 

Custodial and Paying Agency Agreement, the Paying Agent shall, upon any payment in respect 

of the principal amount hereof, endorse this Purchase Money Note on Schedule A hereto to 

reflect the aggregate amount of principal payments that have been made with respect to the 

Purchase Money Notes of the Applicable Class (in absolute terms and per $1,000 Original Face 

Amount of the Applicable Class). 

Title to Purchase Money Notes shall pass by registration in the Purchase Money Notes 

Register kept by the Purchase Money Notes Registrar, which initially shall be the Paying Agent. 

No service charge shall be made for registration of transfer, or exchange of this Purchase 

Money Note, but the Paying Agent may require payment of a sum sufficient to cover any Tax or 

other governmental charge payable in connection therewith. 

CRE/ADC Venture2012-l Structured Transaction 


Exhibits to Custodial Agreement 
 Exhibit B-2-11 Version 3.1.1 

14132790.5 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually 

or in facsimile, as of the date first shown above. 

CRE/ADC VENTURE 2012-1, LLC 

By: 2012 CRE ADC-1, LLC 

By: ColFin 2012 CRE ADC Funding, LLC 

By: _____________________ 

Name: Mark M. Hedstrom 

Title: Vice President 

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-2-12 Version 3.1.1 

14132790.5 
------------------------------------

-------------

ASSIGNMENT FORM 

For value received does hereby sell, assign and 

transfer unto 

Please insert social security or 

other identifying number of assignee 

Please print or type name 

and address, including zip code, 

of assignee: 

the within Purchase Money Note and does hereby irrevocably constitute and appoint 

______ as an Attorney-in-fact to transfer this Purchase Money Note on the books of the 

Paying Agent with full power of substitution in the premises. 

Date: 	 Your Signature: _______________________ 

(Sign exactly as your name appears in this Purchase Money 

Note) 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-2-13 Version 3.1. I 

14132790.5 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS, AND PRINCIPAL PAYMENTS 

The following exchanges of, or increases in, the Original Face Amount of the Purchase Money 

Notes represented by this Purchase Money Note have been made: 

Date exchange/increase Original Face Part of Original Face Amount of Original Face Amount of this Notation made by or 

made Amount of this this Purchase Money Note Purchase Money Note following on behalf of the 

Purchase Money exchanged/increased (determined such exchange/increase Issuer 

Note prior to without regard to principal (determined without regard to 

exchange/increase payments with respect to the principal payments with respect 

Applicable Class) to the Applicable Class) 

The following payments of principal in respect of all the Purchase Money Notes of the 

Applicable Class have been made: 

Notation made by 

payment made 

Date principal Aggregate original Agreement Agreement amount of Remaining Remaining aggregate 

principal amount principal amount of or on behalf of the 

of all Purchase 

amount of payment of principal in aggregate 

all Purchase Money Company 

Money Notes of 

payment of respect of all Purchase principal 

amount of all Notes of the 

the Applicable 

principal in Money Notes of the 

respect of all Purchase Applicable Class 

Class 

Applicable Class, 

Purchase Money Notes following such 

Money Notes of 

expressed in terms of 

of the principal payment, 

the Applicable 

dollars per $1,000 

aggregate original Applicable expressed in terms of 

Class principal amount dollars per $1,000 

(aggregate Original Face 

Class 

following such aggregate original 

Amount) of all Purchase principal principal amount 

Money Notes of the payment (aggregate Original 

Applicable Class Face Amount) of all 

Purchase Money 

Notes of the 

Applicable Class 

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement Exhibit B-2-14 Version 3.1.1 

14132790.5 
------------------ ------

EXHIBIT C-1 


FORM OF QUALIFIED INSTITUTIONAL BUYER AND QUALIFIED PURCHASER 


CERTIFICATION 


[Letterhead of Prospective Note Purchaser/Exchanger] 

CRE/ ADC Venture 2012-1, LLC 

Wells Fargo Bank, National Association, as Paying Agent 

9062 Old Annapolis Road 

Columbia, MD 21045 

Reference: CRE/ADC Venture 2012-1 Structured Transaction 

Attn: Client Services Manager 

Re: Purchase Money Notes due December 19, 2019 

Ladies and Gentlemen: 

Reference is made to the Custodial and Paying Agency Agreement dated as of December 

11, 2012 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement") CRE/ ADC Venture 2012-1, LLC, as the Company, ColFin 2012 

CRE ADC Funding, LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its 

capacity as the Receiver, as the Initial Member and as the PMN Agent, and Wells Fargo Bank 

National Association, as the Custodian and Paying Agent. All capitalized terms used but not 

defined herein are used as defined in (including without limitation by reference in) the Custodial 

and Paying Agency Agreement. 

In connection with the undersigned's purchase of the Purchase Money Notes due 

December 11, 2019, (the "Notes"), as set forth below, the undersigned hereby represents, 

acknowledges and agrees as follows: 

It is (A) a "qualified institutional buyer" as defined in Rule 144 A under the Securities Act 

of 1933, as amended, and is acquiring the Notes in reliance on the exemption from Securities Act 

registration provided by Rule 144 A thereunder and (B) a "qualified purchaser" for purposes of 

Section 3(c)(7) of the Investment Company Act of 1940, as amended. 

Name of Purchaser: Dated: 

By: ________________________ 


Name:L_________] 


Title: ] 


Exhibit C-1-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3. 1.1 

14132790.5 
Aggregate Original Face Amount of: 


Class A Purchase Money Notes due December 11, 2019: $L_____]* 


*Inclusive of Purchase Money Notes Issuance Fee 


Exhibit C-1-2 

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBIT C-2 


FORM OF CERTIFICATE FOR THE 


ACQUISITION OF REGULATIONS CERTIFICATED NOTES 


[Letterhead of Prospective Note Purchaser/Exchanger] 

CRE/ ADC Venture 2012-1, LLC 

6th Street & Marquette A venue 

Minneapolis, Minnesota 55479 

Attn: Corporate Trust Services Bondholder Communications 

Reference: CRE/ADC Venture 2012-1 Structured Transaction 

Re: Purchase Money Notes due December 11, 2019 

Ladies and Gentlemen: 

Reference is made to the Custodial and Paying Agency Agreement dated as of December 

11, 2012 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement"), among CRE/ ADC Venture 2012-1, LLC, as the Company, ColFin 

2012 CRE ADC Funding, LLC, as the Private Owner, the Federal Deposit Insurance Corporation 

in its capacity as the Receiver, as the Initial Member and as the PMN Agent, and Wells Fargo 

Bank, National Association, as the Custodian and Paying Agent. All capitalized terms used but 

not defined herein are used as defined in (including without limitation by reference in) the 

Custodial and Paying Agency Agreement. 

In connection with the undersigned's purchase of the Purchase Money Notes due 

December 11, 2019 (the "Purchase Money Notes"), as set forth below, the undersigned hereby 

represents, acknowledges and agrees as follows: 

1. It is aware that the sale of the Purchase Money Notes to it is being made in 

reliance on the exemption from registration provided by Regulation S ("Regulation S") under the 

Securities Act of 1933, as amended ("Securities Act"); it is not, and will not be, a "U.S. person," 

as defined in Regulation S; it is a "qualified purchaser" (a "Qualified Purchaser") within the 

meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act"); 

it is aware that in connection with a transfer of any Regulation S Certificated Note to a U.S. 

Person, such Regulation S Certificated Note must be exchanged for a Rule 144A Certificated 

Note or a beneficial interest in a Rule 144A Global Note; and its purchase of the Purchase 

Money Notes will comply with all applicable laws in any jurisdiction in which it resides or is 

located. 

2. It understands that the Purchase Money Notes will bear a legend set forth 

in the applicable Exhibit attached to the Custodial and Paying Agency Agreement. 

3. It (1) was not formed for the purpose of investing in the Company (except 

when each beneficial owner of the purchaser is a Qualified Purchaser), (2) has received the 

necessary consent from its beneficial owners if the purchaser is a private investment company 

Exhibit C-2-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
formed before April 30, 1996, (3) is not a broker-dealer that owns and invests on a discretionary 

basis less than $25,000,000 in securities of unaffiliated issuers, (4) 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, (5) will provide 

notice to any subsequent transferee of the transfer restrictions provided in the legend, ( 6) will 

hold and transfer the Purchase Money Notes in an amount of not less than $250,000 for it or for 

each account for which it is acting, (7) will provide the Company and Paying Agent from time to 

time such information as they may reasonably request in order to ascertain compliance with this 

paragraph and (8) understands that the Company may receive a list of participants holding 

positions in its securities from one or more book-entry depositories. 

4. It understands that such Purchase Money Notes are being offered only in a 

transaction not involving any public offering in the United States within the meaning of the 

Securities Act, such Purchase Money Notes have not been and will not be registered under the 

Securities Act and, if in the future it decides to offer, resell, pledge or otherwise transfer such 

Purchase Money Notes, such Purchase Money Notes may be offered, resold, pledged or 

otherwise transferred only in accordance with the provisions ofthe Custodial and Paying Agency 

Agreement and the legend on such Purchase Money Notes. It acknowledges that no 

representation has been made as to the availability of any exemption under the Securities Act or 

any state securities laws for resale of the Purchase Money Notes. 

5. On each day from the date on which it acquires the Purchase Money Notes 

or interest therein through and including the date on which it disposes of its interests in such 

Purchase Money Notes, either that (A) it is not, and is not acting on behalf of, or using the assets 

of, any employee benefit plan subject to Title I of ERISA or any plan, individual retirement 

account, Keogh plan or other arrangement subject to Section 4975 of the Code, or any entity 

whose underlying assets are considered to include "plan assets" of any such plan, account or 

arrangement or a governmental or other plan which is subject to any provisions under any nonU.S., or any U.S. federal, state or local, law that is substantially similar to Section 406 of ERISA 

or Section 4975 of the Code ("Similar Law") or (B) its acquisition and holding and disposition of 

such Purchase Money Notes (or any interest therein) 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 governmental or other plan, a violation of Similar Law). 

6. It understands that the Custodial and Paying Agency Agreement permits 

the Company to demand that (A) any Note Owner of Rule 144A Global Notes (or Holder of Rule 

144A Certificated Notes) who is determined not to be both a Qualified Institutional Buyer and a 

Qualified Purchaser at the time of acquisition of such Purchase Money Notes or (B) any Holder 

of Regulation S Certificated Notes who is determined not to be both a non-U.S. Person and a 

Qualified Purchaser at the time of acquisition of such Purchase Money Notes, in either such case, 

to sell the Purchase Money Notes (x) to a Person who is a Qualified Institutional Buyer in a 

transaction meeting the requirements of Rule 144A or another applicable exemption from the 

registration requirements of the Securities Act or (y) to a Person who will take delivery in the 

form of a Regulation S Certificated Note and who is not a U.S. Person in a transaction meeting 

the requirements of Regulation S and, in the case of both clauses (x) and .(y)., to a person that is a 

Exhibit C-2-2 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3. 1.1 

14132790.5 
------------------- -----

Qualified Purchaser, and if it does not comply with any such demand under clause (A) or ill)_ 

within thirty days thereof, the Company may sell the Note Owner's or Holder's Purchase Money 

Note or interest therein in accordance with and pursuant to the terms of the Custodial and Paying 

Agency Agreement. 

7. It acknowledges that it is its intent and that it understands it is the intent of 

the Company that, for purposes of U.S. federal income, state and local income and any other 

income taxes, the Company will be treated as a partnership, the Purchase Money Notes will be 

treated as indebtedness of the Company; it agrees to such treatment and agrees to take no action 

inconsistent with such treatment. 

8. If it is not a "U.S. person" as defined in Section 7701(a)(30) of the Code, 

it is not acquiring any Purchase Money Notes as part of a plan to reduce, avoid or evade U.S. 

federal income taxes owed, owing or potentially owed or owing. 

9. It is aware that, except with respect to Certificated Notes, the Purchase 

Money Notes will be represented by one or more Rule 144A Global Notes and that the beneficial 

interests therein may be held only through the Depository or one of its nominees, as applicable. 

10. It agrees that it will not offer or sell, transfer, assign, or otherwise dispose 

of any Purchase Money Notes or any interest therein except (A) pursuant to an exemption from, 

or in a transaction not subject to, the registration requirements of the Securities Act and any 

applicable state securities laws or the applicable laws of any other jurisdiction and (B) in 

accordance with the provisions of the Custodial and Paying Agency Agreement, to which 

provisions it agrees it is subject. 

11. It understands that the Company, the Paying Agent and the Receiver, their 

respective Affiliates and their counsel will rely upon the accuracy and truth of the foregoing 

representations, and it consents to such reliance. 

12. It will provide notice to each Person to whom it proposes to transfer any 

interest in the Purchase Money Notes of the transfer restrictions and representations set forth in 

Section 2. 7 of the Custodial and Paying Agency Agreement, including the Exhibits referenced 

therein. 

Name of Purchaser: Dated: 

By: 


Name: 
'---------­

Title: 

Aggregate Original Face Amount of: 

Class A Purchase Money Notes due December 11,2019: $'------]* 

Exhibit C-2-3 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
*Inclusive of Purchase Money Notes Issuance Fee 

Exhibit C-2-4 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
----

EXHIBIT C-3 


FORM OF CERTIFICATE FOR THE 


ACQUISITION OF RULE 144A CERTIFICATED NOTES 


CRE/ADC Venture 2012-1, LLC 

Wells Fargo Bank, National Association, as Paying Agent 

6th Street & Marquette A venue 

Minneapolis, Minnesota 55479 

Attn: Corporate Trust Services Bondholder Communications 

Reference: CRE/ ADC Venture 2012-1 Structured Transaction 

Re: Purchase Money Notes due December 11, 2019 

Ladies and Gentlemen: 

Reference is made to the Custodial and Paying Agency Agreement dated as of December 

11, 2012 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement") among CRE/ADC Venture 2012-1, LLC, as the Company, ColFin 

2012 CRE ADC Funding, LLC, as the Private Owner, the Federal Deposit Insurance Corporation 

in its capacity as the Receiver, as the Initial Member and as the PMN Agent, and Wells Fargo 

Bank, National Association, as the Custodian and Paying Agent. All capitalized terms used but 

not defined herein are used as defined in (including without limitation by reference in) the 

Custodial and Paying Agency Agreement. 

This letter relates to principal amount of Purchase Money Notes due 

December 11, 2019 (the "Purchase Money Notes") that are held in the form of a beneficial 

interest in a Rule 144A Global Note in the name of (the "Holder") through the 

Depository. [The Holder has requested a transfer of such beneficial interest in a Rule 144A 

Global Note for a beneficial interest in a Certificated Note to be held in the name of 

(the "Transferee").]3 [The Holder has requested an exchange of such beneficial interest in a Rule 

144A Global Note for a beneficial interest in a Certificated Note to be held in the name of the 

Holder.t In connection with the undersigned's acquisition of the Purchase Money Notes, the 

undersigned hereby represents, acknowledges and agrees as follows: 

1. It is aware that the sale of the Purchase Money Notes to it is being made in 

reliance on the exemption from registration provided by Rule 144A ("Rule 144A") under the 

Securities Act of 1933, as amended (the "Securities Act") and understands that the Purchase 

Money Notes offered in reliance on Rule 144A will bear a legend set forth in the applicable 

exhibit to the Custodial and Paying Agency Agreement; it is a "qualified institutional buyer" 

("Qualified Institutional Buyer") as defined in Rule 144A; and it is a "qualified purchaser" (a 

3 Insert for transfers. 

4 Insert for exchanges. 

Exhibit C-3-1 

CRE/ADC Venture2012-l Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
"Qualified Purchaser") within the meaning of the Investment Company Act of 1940, as amended 

(the "Investment Company Act"). 

2. It understands that the Purchase Money Notes will bear a legend set forth 

in the applicable Exhibit attached to the Custodial and Paying Agency Agreement. 

3. It (1) was not formed for the purpose of investing in the Company (except 

when each beneficial owner of the purchaser is a Qualified Purchaser), (2) has received the 

necessary consent from its beneficial owners if the purchaser is a private investment company 

formed before April 30, 1996, (3) is not a broker-dealer that owns and invests on a discretionary 

basis less than $25,000,000 in securities of unaffiliated issuers, (4) 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, (5) will provide 

notice to any subsequent transferee of the transfer restrictions provided in the legend, ( 6) will 

hold and transfer the Purchase Money Notes in an amount of not less than $250,000 for it or for 

each account for which it is acting, (7) will provide the Company and Paying Agent from time to 

time such information as they may reasonably request in order to ascertain compliance with this 

paragraph and (8) understands that the Company may receive a list of participants holding 

positions in its securities from one or more book-entry depositories. 

4. It understands that such Purchase Money Notes are being offered only in a 

transaction not involving any public offering in the United States within the meaning of the 

Securities Act, such Purchase Money Notes have not been and will not be registered under the 

Securities Act and, if in the future it decides to offer, resell, pledge or otherwise transfer such 

Purchase Money Notes, such Purchase Money Notes may be offered, resold, pledged or 

otherwise transferred only in accordance with the provisions of the Custodial and Paying Agency 

Agreement and the legend on such Purchase Money Notes. It acknowledges that no 

representation has been made as to the availability of any exemption under the Securities Act or 

any state securities laws for resale of the Purchase Money Notes. 

5. On each day from the date on which it acquires the Purchase Money Notes 

or interest therein through and including the date on which it disposes of its interests in such 

Purchase Money Notes, either that (A) it is not, and is not acting on behalf of, or using the assets 

of, any employee benefit plan subject to Title I of ERISA or any plan, individual retirement 

account, Keogh plan or other arrangement subject to Section 4975 of the Code, or any entity 

whose underlying assets are considered to include "plan assets" of any such plan, account or 

arrangement or a governmental or other plan which is subject to any provisions under any nonU.S., or any U.S. federal, state or local, law that is substantially similar to Section 406 of ERISA 

or Section 4975 of the Code ("Similar Law") or (B) its acquisition and holding and disposition of 

such Purchase Money Notes (or any interest therein) will not constitute or result in a non-exempt 

prohibited transaction under Section 406 of ERISA or Section 497 5 of the Code (or, in the case 

of a governmental or other plan, a violation of Similar Law). 

6. It understands that the Custodial and Paying Agency Agreement permits 

the Company to demand that (A) any Note Owner of Rule 144A Global Notes (or Holder of Rule 

Exhibit C-3-2 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
144A Certificated Notes) who is determined not to be both a Qualified Institutional Buyer and a 

Qualified Purchaser at the time of acquisition of such Purchase Money Notes or (B) any Holder 

of Regulation S Certificated Notes who is determined not to be both a non-U.S. Person and a 

Qualified Purchaser at the time of acquisition of such Purchase Money Notes, in either such case, 

to sell the Purchase Money Notes (x) to a Person who is a Qualified Institutional Buyer in a 

transaction meeting the requirements of Rule 144A or another applicable exemption from the 

registration requirements of the Securities Act or (y) to a Person who will take delivery in the 

form of a Regulation S Certificated Note and who is not a U.S. Person in a transaction meeting 

the requirements of Regulation S and, in the case of both clauses (x) and (y), to a person that is a 

Qualified Purchaser, and if it does not comply with any such demand under clause (A) or (B) 

within thirty days thereof, the Company may sell the Note Owner's or Holder's Purchase Money 

Note or interest therein in accordance with and pursuant to the terms of the Custodial and Paying 

Agency Agreement. 

7. It acknowledges that it is its intent and that it understands it is the intent of 

the Company that, for purposes of U.S. federal income, state and local income and any other 

income taxes, the Company will be treated as a partnership, the Purchase Money Notes will be 

treated as indebtedness of the Company; it agrees to such treatment and agrees to take no action 

inconsistent with such treatment. 

8. If it is not a "U.S. person" as defined in Section 7701(a)(30) of the Code, 

it is not acquiring any Purchase Money Notes as part of a plan to reduce, avoid or evade U.S. 

federal income taxes owed, owing or potentially owed or owing. 

9. It is aware that, except with respect to Certificated Notes, the Purchase 

Money Notes will be represented by one or more Rule 144A Global Notes and that the beneficial 

interests therein may be held only through the Depository or one of its nominees, as applicable. 

10. It agrees that it will not offer or sell, transfer, assign, or otherwise dispose 

of any Purchase Money Notes or any interest therein except (A) pursuant to an exemption from, 

or in a transaction not subject to, the registration requirements of the Securities Act and any 

applicable state securities laws or the applicable laws of any other jurisdiction and (B) in 

accordance with the provisions of the Custodial and Paying Agency Agreement, to which 

provisions it agrees it is subject. 

11. It understands that the Company, the Paying Agent and the Receiver, their 

respective Affiliates and their counsel will rely upon the accuracy and truth of the foregoing 

representations, and it consents to such reliance. 

12. It will provide notice to each Person to whom it proposes to transfer any 

interest in the Purchase Money Notes of the transfer restrictions and representations set forth in 

Section 2. 7 of the Custodial and Paying Agency Agreement, including the Exhibits referenced 

therein. 

Exhibit C-3-3 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
-------------------- ------ Name of Purchaser: Dated: 

By: 


Name: 
L---------~ 

Title: 

Aggregate Original Face Amount of: 


Class A Purchase Money Notes due December 11,2019: $r'----------'-l* 


* Inclusive of Purchase Money Notes Issuance Fee 


Taxpayer identification number: 


Address for notices: 


Wire transfer information for payments: 


Bank: 


Address: 


Bank ABA#: 


Account#: 


Telephone: FAO 


Facsimile: Attention: 


Attention: 


Registered Name: 


Exhibit C-3-4 

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.Ll 

14132790.5 
Delivery Instructions: 

This certificate and the statements contained herein are made for your benefit. 

[INSERT NAME OF HOLDER] 

By: __________________________ 

Name: '--------~ 

Title: 

Dated: ____, 20L] 

Exhibit C-3-5 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBIT C-4 


FORM OF CERTIFICATE FOR TRANSFER OR EXCHANGE OF 


CERTIFICATED NOTES TO RULE 144A GLOBAL NOTES 


CRE/ ADC Venture 2012-1, LLC 

Wells Fargo Bank, National Association, as Paying Agent 

6th Street & Marquette Avenue 

Minneapolis, Minnesota 55479 

Attn: Corporate Trust Services Bondholder Communications 

Reference: CRE/ADC Venture 2012-1 Structured Transaction 

Re: Purchase Money Notes due December 11,2019 

Ladies and Gentlemen: 

Reference is made to the Custodial and Paying Agency Agreement dated as of December 

11, 2012 (as modified and supplemented and in effect from time to time, the "Custodial and 

Paying Agency Agreement") among CRE/ADC Venture 2012-1, LLC, as the Company, ColFin 

2012 CRE ADC Funding, LLC, as the Private Owner, the Federal Deposit Insurance Corporation 

in its capacity as the Receiver, as the Initial Member and as the PMN Agent, and Wells Fargo 

Bank, National Association, as the Custodian and Paying Agent. All capitalized terms used but 

not defined herein are used as defined in (including without limitation by reference in) the 

Custodial and Paying Agency Agreement. 

This letter relates to principal amount of Purchase Money Notes due 

December 11, 2019 (the "Purchase Money Notes") registered in the name of (the 

"Holder"). [The Holder has requested a transfer of a Certificated Note for a beneficial interest in 

a Rule 144A Global Note to be held in the name of (the "Transferee") through the 

Depositary.] 5 [The Holder has requested an exchange of a Certificated Note for a beneficial 

interest in a Rule 144A Global Note to be held in the name of Holder through the Depositary.] 6 

In connection with such request, the Holder does hereby certify that the [Holder is a 

Qualified Institutional Buyer and is also a Qualified Purchaser] 7 [Holder reasonably believes that 

the Transferee is a Qualified Institutional Buyer, is obtaining such beneficial interest in a 

transaction meeting the rectuirements of Rule 144A and in accordance with any applicable 

5. Insert for transfers. 

6. Insert for exchanges. 

7. 	 Insert for exchanges. 

Exhibit C-4-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
securities laws of any state of the United States or any other jurisdiction, and is also a Qualified 

Purchaser. 8 

8. 	 Insert for transfers. 

Exhibit C-4-2 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1 1 

14132790.5 
This certificate and the statements contained herein are made for your benefit. 

[INSERT NAME OF HOLDER] 

By: ____________________________ 

Name: '--------" 

Title: 

Dated: ____, 20L] 

Exhibit C-4-3 

CRE/ADC Venture2012-l Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBITD 


FORM OF DTC NOTICE TO INVESTORS 


The Depository Trust Company 

IMPORT ANT NOTICE 

DATE: 

TO: 	 ALL PARTICIPANTS 

FROM: 	 CRE/ADC Venture 2012-1, LLC (the "Company") 

Re.: 	 Purchase Money Notes due December 11, 2019 

(CUSIP No. [ ]); 

Purchase Money Notes due ] 

(CUSIP No. ]) (collectively, the "Notes") 

The Company referred to above is putting Participants on notice that they are required to 

follow these purchase and transfer restrictions with regard to the above-referenced Notes, issued 

in accordance with the Custodial and Paying Agency Agreement dated as of December 11, 2012 

(as modified and supplemented and in effect from time to time) among CRE/ ADC Venture 20 12­

1, LLC, as the Company, ColFin 2012 CRE ADC Funding, LlC, as the Private Owner, the 

Federal Deposit Insurance Corporation in its capacity as the Receiver, as the Initial Member and 

as the PMN Agent, and Wells Fargo Bank, National Association, as the Custodian and Paying 

Agent (as so modified or supplemented, the "Custodial and Paying Agency Agreement"). 

In order to qualify for the exemption provided by Section 3(c)(7) under the Investment 

Company Act of 1940, as amended (the "Investment Company Act"), and the exemption 

provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), 

offers, sales and resales of the above-referenced Notes may only be made in minimum 

denominations of US$250,000 and integral multiples of US$1 0,000 in excess thereof to 

"qualified institutional buyers" ("QIBs") within the meaning of Rule 144A that are also 

"qualified purchasers" ("Qf§") within the meaning of Section 2(a)(51)(A) of the Investment 

Company Act. Each purchaser of Notes (I) represents to and agrees with the Company that if the 

Notes are Rule 144A Global Notes (as defined in the Custodial and Paying Agency Agreement), 

(i) the purchaser is a QIB that is a QP (a "QIB/QP"); (ii) the purchaser is not a broker-dealer that 

owns and invests on a discretionary basis less than US$25 million in securities of unaffiliated 

issuers; (iii) the purchaser 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; (iv) the QIB/QP is acting for its own account or the 

account of another QIB/QP; (v) the purchaser is not formed for the purpose of investing in the 

Company (except when each beneficial owner of the purchaser is a QP); (vi) the QIB/QP has 

received the necessary consent from its beneficial owners if it is a private investment company 

formed before April 30, 1996 and (vii) the purchaser will provide notice of the transfer 

Exhibit D-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
restrictions to any subsequent transferees and (II) acknowledges that the Company has not been 

registered under the Investment Company Act and the Notes have not been registered under the 

Securities Act and represents to and agrees with the Company that, for so long as the Notes are 

outstanding, it will not offer, resell, pledge or otherwise transfer the Notes except (i) to a QIB 

that is also a QP in a transaction meeting the requirements of Rule 144A or (ii) to person that is 

not a U.S. Person and is a QP in a transaction outside of the United States in accordance with 

RegulationS. Each purchaser or transferee will be deemed to have made the representations and 

agreements set forth in the Custodial and Paying Agency Agreement. 

The Custodial and Paying Agency Agreement provides that the Company shall have the 

right to require any holder of Rule 144A Global Notes who is determined not to have been both a 

QIB and a QP at the time of purchase of the Notes to sell the Notes to (A) a QIB that is also a QP 

in a transaction meeting the requirements of Rule 144A or (B) a person who will take delivery in 

the form of an interest in a Certificated Note (as defined in the Custodial and Paying Agency 

Agreement) and who is not a U.S. Person but is a QP in a transaction outside of the United States 

in accordance with Regulation S. 

The restrictions on transfer required by the Company (outlined above) will reflected 

under the notation "3c7" in DTC's User Manuals and in upcoming editions of DTC's Reference 

Directory. 

Exhibit D-2 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBITE 


FORM OF COLLATERAL CERTIFICATE 

_____,20L] 

CRE/ADC Venture 2012-1, LLC 

2450 Broadway 

6th Floor 

Santa Monica, CA 90404 

[PMN Agent, address] 

[Purchase Money Notes Guarantor (if any), address] 

Re: 	 Custodial and Paying Agency Agreement, dated as of December 11, 2012, by and among 

CRE/ADC Venture 2012-1, LLC, as the Company, ColFin 2012 CRE ADC Funding, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member and as the PMN Agent, and Wells Fargo Bank, 

National Association, as the Custodian and Paying Agent ("Custodial and Paying Agency 

Agreement"). 

Ladies and Gentlemen: 

In accordance with the provisions of Section 6.1 (b) of the Custodial and Paying Agency 

Agreement, the undersigned, as Custodian, hereby certifies that (a) attached hereto is an Asset 

Schedule and Exceptions List as of the date hereof and (b) other than the Exceptions listed as 

part of such Asset Schedule and Exceptions List attached hereto (i) (x) it has received all of the 

Custodial Documents with respect to each Asset identified on the Asset Schedule and Exceptions 

List attached hereto, and (y) the Custodial Documents for each such Asset are as listed on such 

Asset Schedule and Exceptions List, (ii) all Custodial Documents have been reviewed and 

examined by the Custodian, and (iii) based upon its examination of the Custodial Documents, 

such documents meet the Review Criteria and appear (v) regular on their face (i.e., are not · 

mutilated, damaged, torn, defaced or otherwise physically altered); (w) to relate to the Assets 

with respect to which they purport to relate; (x) to have been executed by the named parties; (y) 

to be what they purport to be; and (z) where applicable, to be recorded. 

The Custodian makes no representations in or by this Certificate and/or the Custodial and 

Paying Agency Agreement as to: (i) the validity, legality, enforceability or genuineness of any 

of the Custodial Documents or any of the Assets, or (ii) the collectability, insurability, 

effectiveness or suitability of any of the Assets. 

Initially capitalized terms used and not otherwise defined herein shall have the meanings 

assigned to such terms in (including without limitation by reference in) the Custodial and Paying 

Agency Agreement. 

Exhibit E-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
In confirmation of your acknowledgement of the foregoing, please sign this certificate in 

the place provided below and return an executed copy to us. 

Wells Fargo Bank, National Association, as the 

Custodian 

By: ____________________ 

Name: '----------' 

Title: 

Acknowledged: 

CRE/ ADC Venture 20 12-1, LLC, as the Company 

By: 2012 CRE ADC-1, LLC 

By: ColFin 2012 CRE ADC Funding, LLC, 


Its Manager 


By: ______________________ 


Name: Mark M. Hedstrom 


Title: Vice President 


Exhibit E-2 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1. 1 

14132790.5 
EXHIBIT F 

REVIEW CRITERIA 

1. The Note and Mortgage each appear to bear an original signature or signatures 

purporting to be the signature or signatures of the Person or Persons named as the maker and 

Borrower, or in the case of copies of the Mortgage, that such copies bear a reproduction of such 

signature. 

2. The amount of the Note IS the same as the amount specified on the related 

Mortgage and Asset Schedule. 

3. The original mortgagee is the same as the payee on the Note. 

4. The Mortgage contains a legal description other than address, city and state; 

provided that Custodian shall have no responsibility for the accuracy, validity or completeness of 

such legal description. 

5. The notary section (acknowledgment) Is present and attached to the related 

Mortgage and is signed. 

6. None of the original Note, the copy of the Mortgage, or the original Mortgage 

Assignment, contain any notations on their face which appear in the good faith judgment of 

Custodian to evidence any claims, liens, security interests, encumbrances or restrictions on 

transfer or any other alterations which appear irregular on their face, or if altered, such 

alterations have the initials of the person(s) named as the Borrower. 

7. The Note appears to have been endorsed in blank by the original payor or the last 

endorsee. 

8. Each original Mortgage Assignment in blank and any intervening assignment of 

mortgage, if applicable, appears to bear the original signature of the named mortgagee or 

beneficiary including any subsequent assignors, as applicable, or in the case of copies with 

respect to intervening Mortgage Assignments, that such copies appear to bear a reproduction of 

such signature or signatures, and the intervening Mortgage Assignments evidence a complete 

chain of assignment and transfer of the related Mortgage from the originating Person to the 

Company or in the case of a MERS Designated Loan to MERS®. The Custodian shall have no 

obligation to determine whether the certifications referenced in the foregoing sentence are 

authorized or issued by any particular person or officer or by a person who is in fact an 

Authorized Representative or is otherwise authentic. 

9. The date of each intervening Mortgage Assignment is on or after the date of the 

related Mortgage and/or the immediately preceding assignment, as the case may be. 

10. The notary section (acknowledgment) is present and attached to each intervening 

assignment and is signed. 

Exhibit F-1 

CRE/ADC Yenture2012-l Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
11. Based upon a review of the Note, the Asset number, the Mortgagor's name, the 

address of the Mortgaged Property, the original amount of the Note, the original mortgage 

interest rate, the date of the Note, the first payment date and the maturity date and any other 

fields as mutually agreed upon as set forth in the Asset Schedule are correct. 

12. The Acquired Property Deed appears to bear an original signature or signatures 

purporting to be the signature or signatures of the Person or Persons named as grantor, or in the 

case of copies of the Acquired Property Deed, that such copies bear a reproduction of such 

signature. 

13. The Acquired Property Deed contains a legal description other than address, city 

and state and has evidence of recording thereon, provided that the Custodian shall have no 

responsibility for the accuracy or completeness of such legal description. 

14. Each document appears to have been executed by the named parties herein. 

15. The Mortgage, Acquired Property Deed and Mortgage Assignments have 

evidence of recording. 

16. Each MERS Designated Loan has been issued a MERS® identification number. 

Exhibit F-2 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBIT G 


FORM OF SUPPLEMENTAL DELIVERY CERTIFICATE 

_____,20L] 

Wells Fargo Bank, National Association, as the Custodian 

9062 Old Annapolis road 

Columbia, Maryland 21045 

Attention: Client Services Manager 

Reference: CRE ADC Venture 2012-1 Structured Transaction 

Re: 	 Custodial and Paying Agency Agreement, dated as of December 11,2012, by and among 

CRE/ADC Venture 2012-1, LLC, as the Company, ColFin 2012 CRE ADC Funding, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member and as the PMN Agent, and Wells Fargo Bank, 

National Association, as the Custodian and Paying Agent ("Custodial and Paying Agency 

Agreement"). 

Ladies and Gentlemen: 

In accordance with the provisions of Section 6.1 (d) of the Custodial and Paying Agency 

Agreement, the Company hereby certifies that: (i) attached is a list of additional Custodial 

Documents relating to the Assets, identifying with respect to each such Custodial Document the 

related Asset or, as the case may be, relating to any newly acquired Acquired Property, and (ii) 

enclosed with this certificate are the Custodial Documents listed on the attached. 

Initially capitalized terms used and not otherwise defined herein shall have the meanings 

assigned to such terms in (including without limitation by reference in) the Custodial and Paying 

Agency Agreement. 

In confirmation of your acknowledgement of the foregoing, please sign this certificate in 

the place provided below and return an executed copy to us. 

Exhibit G-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
CREIADC Venture 2012-1, LLC, as the Company 

By: 2012 CRE ADC-1, LLC 

By: ColFin 2012 CRE ADC Funding, LLC 

By: ___________________ 

Name: Mark M. Hedstrom 

Title: Vice President 

Acknowledged: 


Wells Fargo Bank, National Association, as the Custodian 


By: ______________________ 


Name: ._________. 


Title: [______ 


Exhibit G-2 

CRE/ADC Yenture2012-l Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBITH 


REQUEST FOR RELEASE AND RECEIPT OF CUSTODIAL DOCUMENTS 

To: 	 Wells Fargo Bank, National Association, as the Custodian 

9062 Old Annapolis road 

Columbia, Maryland 21045 

Attention: Client Services Manager 

Reference: CRE ADC Venture 2012-1 Structured Transaction 

Attn: Client Services Manager 

Re: 	 Custodial and Paying Agency Agreement, dated as of December 11, 2012, by and among 

CRE/ADC Venture 2012-1, LLC, as the Company, ColFin 2012 CRE ADC Funding, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member and as the PMN Agent, and Wells Fargo Bank, 

National Association, as the Custodian and Paying Agent ("Custodial and Paying Agency 

Agreement"). 

In connection with the administration of the Custodial Documents held by you as the 

Custodian pursuant to the Custodial and Paying Agency Agreement, we request the release, and 

acknowledge and certify receipt of, the Custodial Documents for the Assets described on 

Schedule A attached hereto for the reason indicated below. 

Reason for Requesting Documents (check one) 

1. 	 Loan to be paid in full or received or discounted pay-off accepted or to be 

accepted as payment in full. 

2. 	 Loan to be foreclosed on, or to be modified or restructured, or deed to be accepted 

in lieu thereof or required pursuant to court order or other reason related to 

litigation, as permitted under the Custodial and Paying Agency Agreement and 

the Reimbursement, Security and Guaranty Agreement. 

3. 	 Asset agreed to be sold. 

If some or all of the Custodial Documents for a specified Asset have been previously 

released to us, please release to us any additional Custodial Documents in your possession 

relating to that Asset. If item 2 is checked, upon our return, as appropriate, of the Custodial 

Documents to you as Custodian, please acknowledge your receipt by signing in the space 

indicated below, and returning this form. 

If (prior to the PMN Satisfaction/Defeasance Date) item 2 is checked, the Custodial 

Documents shall be released to the custody of the undersigned attorney (the "Temporary 

Bailee") representing the Company or the Manager with respect to the foreclosure, modification, 

restructure, acceptance of a deed in lieu or in relation to the litigation prompting the required 

deliver. By execution below the Temporary Bailee agrees and acknowledges that (i) the 

Exhibit H-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.l.l 

14132790.5 
Custodian holds possession of the Note and the other Custodial Documents for the PMN Agent's 

benefit pursuant to Section 9-313(c) of the NY UCC (or the analogous provision under the 

Uniform Commercial Code as adopted in any other relevant jurisdiction), (ii) the Company has 

pledged the Custodial Documents to the PMN Agent and the PMN Agent has a first priority, 

perfected and exclusive lien on and security interest in such Custodial Documents, (iii) this letter 

constitutes notice of such lien and security interest, and that for all purposes, including, without 

limitation, for the purposes of Section 9-313(c) of the NY UCC (or the analogous provision 

under the Uniform Commercial Code as adopted in any other relevant jurisdiction), the 

Temporary Bailee is holding and shall continue to hold the Note and the other Custodial 

Documents on behalf of, as agent for, and as bailee of, the PMN Agent, as a secured party and 

(iv) it will return the Note and the other Custodial Documents via overnight carrier to the 

Custodian as promptly as is practicable. 

Exhibit H-2 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
CRE/ ADC Venture 2012-1, LLC, as the Company 

2012 CRE ADC-1, LLC 

By: ColFin 2012 CRE ADC Funding, LLC 

By: ____________________ 

Name: Mark M. Hedstrom 

Title: Vice President 

[[INSERT NAME OF LAW FIRM], as Temporary 

Bailee 

By: ____________________~ 

Acknowledged: 


Wells Fargo Bank, National Association, as the Custodian 


By: _____________________ 


Name:~__________] 


Title: 


Exhibit H-3 

CRE/ADC Venture 2012-l Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBIT I 


REQUEST FOR RELEASE AND RECEIPT OF [DEBT AGREEMENTS AND/OR] 


PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 


To: 	 Wells Fargo Bank, National Association, as Paying Agent 

9062 Old Annapolis Road 

Columbia, Maryland 21045 

Attention: Client Services Manager 

Reference: CRE ADC Venture 2012-1 Structured Transaction 

Attn: Client Services Manager 

Re: 	 Custodial and Paying Agency Agreement, dated as of December 11, 2012, by and among 

CRE/ADC Venture 2012-1, LLC, as the Company, ColFin 2012 CRE ADC Funding, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member and as the PMN Agent, and Wells Fargo Bank, 

National Association, as the Custodian and Paying Agent ("Custodial and Paying Agency 

Agreement"). 

In connection with the administration of the Debt Agreements and Private Owner 

Pledged Account Control Agreement held by you as the Paying Agent pursuant to the Custodial 

and Paying Agency Agreement, we request the release, and acknowledge and certify receipt of, 

[the Private Owner Pledged Account Control Agreement][the Debt Agreement described on 

Schedule A attached hereto. 

PMN Agent/Initial Member 


By: ___________________________ 


Name:L___________] 


Title: ] 


Exhibit I-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
Schedule A to Exhibit I 

Schedule A to Exhibit I 

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBIT J 


FEES OF THE CUSTODIAN AND PAYING AGENT 

EXHIBIT K10 


CUSTODIAN AND PAYING AGENT REPORT 


To be separately provided by the FDIC as an Excel document, and included in final version of the Exhibits to 

the Custodial and Paying Agency Agreement. 

Exhibit K-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 

10 
Exhibit K- CRE/ADC Venture 2012-1, LLC 

Exhibit K 


CUSTODIAN AND PAYING AGENT REPORT 


For Due Period Ending (insert date] 

DISTRIBUTION REPORT 

Funds Available for Distribution: 

Transferred from Collection Account $ 


[Excess Working Capital Advance to cure Purchase Money Notes Trigger Event 


TOTAL FUNDS FOR DISTRIBUTION ;;.$______ 

Distributions: 

To Custodian and Paying Agent 

Custod1an and Paying Agent Fees and Expenses $ 

To Verification Contractor 

Verification Contractor Amounts ..:.$______ 

To Working Capital Reserve Account 

Replenishment of Working Capital Reserve ;;.$______ 

[To Defeasance Account 


Deposit to Defeasance Account $ 


Special Distribution of Excess Working Capital Advance to cure PMN Trigger Event 


Total to Defeasance Account ;;.$______ 

[To Purchase Money Note Guarantor(s) 


Reimbursements to Purchase Money Note Guarantor(s) .;.$______ 


[To Holders of Purchase Money Note 


Payment or prepayment of principal amount of Class U Purchase Money Note $ 


Special Distribution of Excess Working Capital Advance to cure PMN Trigger Event 


Total to Holders of Purchase Money Note .;;.$______ 

To Private Owner/Manager 


Reimbursement of Excess Working Capital Advances $ 


Interim Management Fee 


Management Fee 


Distribution on Equity 


Total to Private Owner/Manager ;:;.$______ 

Exhibit K- CRE/ADC Venture 2012-1, LLC 

To Initial Member 

Interim Servicing Fee 

Distribution on Equity 

Total to Initial Member 

TOTAL DISTRIBUTIONS 

Notes: 

( 1) Applicable only to Interim Servicing Period. 

(2) Applicable to Due Periods following the Interim Servicing Period. 

Working Capital Reserve Target 

[Purchase Money Note 

Class I Maturity Date 

[A] maturing [ 

Purchase Money Note, Or'1ginal Value 

Cumulative payments from prior Due Periods 

Purchase Money Note balance, after activity for previous Due Period 

Payments from Cash Flow for current Due Period 

Purchase Money Note balance, after activity for this Due Period 

Defeasance Account 

Balance after deposit for previous Due Period 

Additions from Cash Flow for this Due Period 

Investment Income 

Release to Pay Purchase Money Note 

Transfer of Excess Amount to Collection Account 

Defeasance Account balance, after activity for this Due Period 

Purchase Money Note Trigger Event 

Note: A Purchase Money Note Tngger Event cannot occur 

before [ ] 

Actual Ratio, after activity this Distribution Date 

Date Interval 

l - [ 

l . [ 


l -[ 


l - [ 


$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

L._l% 

Target Ratio % 

25% 

50% 

75% 

100% 
------------------

EXHIBIT L 


FORM OF LOST INSTRUMENT AFFIDAVIT 


(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference 

to Exhibit L and the language "Form ofLost Instrument Affidavit" above) 

STATE OF ______ § 

§ 

COUNTY OF _____ § 

LOST INSTRUMENT AFFIDAVIT 

(CRE/ADC 2012-1 Structured Transaction) 

Before me, the undersigned authority, personally appeared 

___________, who upon being duly cautioned and sworn deposes and says and 

represents and warrants, to the best of his /her knowledge, as follows: 

1. That s/he is the ______ for CRE/ADC Venture 2012-1, LLC, 

whose address is _________________________ (the 

"Custodian"). 

2. The Custodian is the document custodian for CRE/ADC Venture 2012-1, 

LLC (the "Company") and, as such, was in possession of certain documents with respect to that 

certain loan, obligation or interest in a loan or obligation evidenced by a promissory note, 

evidencing an indebtedness or evidencing rights in an indebtedness (the "Instrument"), as 

follows: 

Loan Number:-------------­

Name of Maker: 

Original Principal Balance: --------­

Date of Instrument:------------­

3. That the original Instrument has been lost or misplaced. The Instrument 

was not where it was assumed to be, and a diligent search to locate the Instrument was 

undertaken, without results. 

4. That if the Custodian subsequently locates the Instrument, the Custodian 

shall use reasonable efforts to provide written notice to the Company and deliver the Instrument 

to the Company in accordance with written instructions received from the Company (or such 

other party designated in writing by the Company). 

5. That the purpose of this affidavit is to establish such facts. This affidavit 

shall not confer any rights or benefits, causes or claims, representations or warranties (including, 

Exhibit L-1 

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
without limitation, regarding ownership or title to the Instrument or the obligations evidenced 

thereby) upon the Company, its successors or assigns. 

6. That the Custodian hereby indemnifies and holds harmless the Company 

and its Affiliates and their respective successors, assigns, directors, officers, employees, 

contractors and agents (the "Indemnified Parties") from and against any and all claims 

(including any claim by any individual or entity for the collection of any sums due under or with 

respect to the Instrument), liabilities, losses, damages, costs and expenses (including reasonable 

attorneys' fees) incurred by any of the Indemnified Parties and arising out of or resulting from (i) 

the Custodian's inability to find the Instrument and deliver it to the Company, or (ii) any 

inaccuracy or misstatement of fact, or a breach of any representation, warranty or agreement or 

duty contained, in this affidavit. 

7. This affidavit shall be governed by and construed in accordance with the 

laws of the State of New York without reference to any rules of conflicts of laws that might refer 

the governance or construction of this affidavit to the law of any other jurisdiction. 

CRE/ADC Venture 2012-1, LLC 

By: ________________________________ 

Name: '--------' 

Title: 

Signed and sworn to before me this __ day of ____________ 

Notary Public 


[SEAL] My Commission expires: _____ 


Exhibit L-2 

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
ACKNOWLEDGMENT 


STATE OF ---------------­ § 

§ 

COUNTY OF --------­ § 

Before me, the undersigned authority, a Notary Public in and for the county and 

state aforesaid, on this day personally appeared , known to 

me to be the person whose name is subscribed to the foregoing instrument, as _______ 

of acting in the capacity stated above, and acknowledged to 

me that s/he executed the same as the act of , for the 

purposes and consideration therein expressed, and in the capacity therein stated. 

Given under my hand and seal of office on this the __day of 

--------'20_ 

Notary Public 

[SEAL] My Commission expires: _______ 

Exhibit L-3 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
AUTHORIZED REPRESENTATIVES 


1. Authorized Representatives of the Company. 11 

2. Authorized Representatives of the Manager: 

Paul Fuhrman 


Signature 


Ed Dailey 


Signature 


Mark M. Hedstrom 


Signature 


3. Authorized Representatives of the Custodian and Paying Agent: 

Amy Mofsenson 


Signature 


Judy Rishel 


Signature 


Brian Smith 


Signature 


4. Authorized Representatives of the PMN Agent: 

Ralph Malami 


Signature 


Parichart Thepvongs 


Signature 


5. Authorized Representatives of the Initial Member and the Transferor: 

Ralph Malami 


Signature 


Pursuant to Section 17.1 of the Custodial and Paying Agency Agreement, unless and until the occurrence of an 

Event of Default pursuant to the LLC Operating Agreement and the removal of the Private Owner as the 

Manager pursuant to the LLC Operating Agreement, the Private Owner in its capacity as the Manager will have 

the right to designate Authorized Representatives of the Manager to act (on behalf of the Manager in its 

capacity as such) as Authorized Representatives of the Company. 

Exhibit M-1 

CRE/ ADC Venture 2012-1 Structured Transaction 


Exhibits to Custodial Agreement 


Version 3.1.1 


14132790.5 

II 
Parichart Thepvongs 

Signature 

6. Authorized Representatives of the Private Owner: 

Mark M. Hedstrom 

Signature 

Paul Fuhrman 

Signature 

Ed Dailey 

Signature 

Exhibit M-2 

CRE/ADC Venture2012-l Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBITN 


FORM OF ACCOUNT CONTROL AGREEMENT 


ACCOUNT CONTROL AGREEMENT 


THIS ACCOUNT CONTROL AGREEMENT (as the same shall be amended or 

supplemented, this "Agreement") is made and entered into as of December 11, 2012 by and 

among CRE/ADC Venture 2012-1, LLC, a Delaware limited liability company (the 

"Company"), the FEDERAL DEPOSIT INSURANCE CORPORATION, in its capacity as 

Receiver, acting as PMN Agent for the Secured Parties pursuant to the Reimbursement, Security 

and Guaranty Agreement (in such capacity, or any successor thereto as the "PMN Agent" under 

the Reimbursement, Security and Guaranty Agreement, the "PMN Agent"), and Wells Fargo 

Bank, National Association, a national banking association (the "Bank"). 

RECITALS 

WHEREAS, for purposes of this Agreement, all terms used in this Agreement 

(including in the preamble and recitals hereto) that are defined in, or by reference in, that certain 

Agreement of Definitions - CRE/ ADC Venture 2012-1 Structured Transaction dated as of the 

date hereof among the parties hereto and certain others (as the same may be amended from time 

to time in accordance with the terms set forth herein for the amendment of this Agreement) (the 

"Agreement of Definitions"), and are not otherwise defined herein, shall have the meanings and 

definitions given, or referred to, in the Agreement of Definitions; 

WHEREAS, pursuant to the Custodial and Paying Agency Agreement, the 

Company is required to establish and maintain certain accounts with the Bank; 

WHEREAS, the Company has established the following accounts with the Bank 

in the name of the Company for the benefit of the PMN Agent, which accounts are to be 

maintained with the Bank pursuant to the Custodial and Paying Agency Agreement (collectively, 

the "Company Accounts" and, each, a "Company Account"): the Collection Account (bearing 

account number Distribution Account (bearing account number 

.______]), Defeasance Account (bearing account number ]), and Working 

Capital Reserve Account (bearing account number ]); and 

WHEREAS, the Company has assigned to the PMN Agent by way of collateral 

security, and granted to the PMN Agent a first priority security interest in, the Company 

Accounts and all amounts held therein and the proceeds thereof pursuant to the Reimbursement, 

Security and Guaranty Agreement; 

NOW, THEREFORE, in consideration of the foregoing and for other good and 

valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties 

hereby (in the case of the Bank, in its individual capacity and in its capacity as the "Paying 

Agent" under the Custodial and Paying Agency Agreement) agree as follows: 

CRE/ ADC Venture Exhibit N-1 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
Section 1. Transfers to and from the Company Accounts; Control; Conflicting Orders 

or Instructions. 

(a) The Company Accounts shall be funded pursuant to the terms of the 

Custodial and Paying Agency Agreement and the LLC Operating Agreement. The parties agree 

that all amounts received by the Bank for credit to any of the Company Accounts are, except as 

provided below, to be used for the purposes set forth in the Custodial and Paying Agency 

Agreement and the LLC Operating Agreement. The Bank agrees that if at any time it shall 

receive any order from the PMN Agent (i) directing disposition of funds in any Company 

Account or (ii) directing transfer or redemption of the financial assets relating to the Company 

Accounts, the Bank shall comply with such entitlement order or instruction without further 

consent by the Company or any other Person. At no time prior to the termination of this 

Agreement shall the Bank, except as expressly set forth in Article III, Article IV, Section 5.1 or 

Section 5.3 of the Custodial and Paying Agency Agreement, (i) transfer funds from any of the 

Company Accounts to the Company without the prior written consent of the PMN Agent, (ii) 

invest funds on deposit in any Company Account without the prior written consent of the PMN 

Agent or (iii) cause or permit withdrawals from any of the Company Accounts in any manner not 

approved by the PMN Agent in writing. Notwithstanding the foregoing, from and after receipt 

by the Bank of a written notice from the PMN Agent that an Event of Default (as defined in the 

Reimbursement, Security and Guaranty Agreement) has occurred and is continuing (a "Notice of 

Event of Default"), the Bank shall comply with the PMN Agent's instructions and entitlement 

orders concerning the disposition and investment of all funds and financial assets in the 

Company Accounts without further consent of the Company and the Bank shall not act on any 

instruction or entitlement order from any Person other than the PMN Agent without the prior 

written consent ofthe PMN Agent. 

(b) Notwithstanding anything to the contrary contained herein, if at any time 

the Bank shall receive conflicting orders or instructions from the PMN Agent and the Company, 

the Bank shall follow the orders or instructions of the PMN Agent and not the Company. 

Section 2. Company Accounts. The Bank hereby confirms and agrees that: 

(a) Neither the Bank nor the Company shall change the name or account 

number of any Company Account without the prior written consent of the PMN Agent; 

(b) Each Company Account is a "deposit account" (as defined in Section 9­

102(a)(29) of the NY UCC) or "securities account" (as defined in Section 8-501 of the NY UCC) 

and the Bank is a "bank" (as defined in Section 9-102(a)(8) of the NY UCC) and a "securities 

intermediary" (as defined in Section 8-102(a)(14) of the NY UCC); 

(c) If and to the extent any Company Account is a "securities account" (as 

defined in Section 8-501 of the NY UCC): 

(i) all securities, financial assets or other property credited to each 

Company Account other than cash shall be registered in the name of the Bank, indorsed to the 

Bank or in blank or credited to another securities account maintained in the name of the Bank. 

Exhibit N-2 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3 .l.l 

14132790.5 
In no case will any financial asset credited to any Company Account be registered in the name of 

the Company, payable to the order of the Company or specially indorsed to the Company unless 

the foregoing have been specially indorsed to the Bank or in blank; 

(ii) all financial assets delivered to the Bank pursuant to the Custodial 

and Paying Agency Agreement will be promptly credited to the appropriate Company Account; 

and 

(iii) the Bank hereby agrees that each item of property (whether 

investment property, financial asset, security, instrument or cash) credited to any Company 

Account (to the extent that it constitutes a "securities account" (as defined in Section 8-501 of 

the NY UCC)) shall be treated as a "financial asset" within the meaning of Section 8-1 02(a)(9) 

of the NY UCC; 

(d) Without limitation of the PMN Agent's rights under Section 1 above, from 

and after receipt of a Notice of Event of Default from the PMN Agent, the Bank shall comply 

with any stop payment orders given by the PMN Agent with respect to items presented for 

payment by the Company; 

(e) There are no other agreements entered into between the Bank and the 

Company with respect to any Company Account other than the Custodial and Paying Agency 

Agreement that would affect the Bank's abilities to carry out its duties as set forth herein; 

(f) The Bank has not entered into, and until the termination of this Agreement 

will not enter into, any agreement with any other Person relating to any Company Account 

and/or any funds held therein pursuant to which it has agreed, or will agree, to comply with 

entitlement orders (as defined in Section 8-102(a)(8) of the NY UCC) or instructions (within the 

meaning of Section 9-104 of the NY UCC) of such other Person; and 

(g) The Bank has not entered into, and until the termination of this Agreement 

will not enter into, any agreement with the Company purporting to limit or condition the 

obligation of the Bank to comply with entitlement orders (as defined in Section 8-1 02(a)(8) of 

the NY UCC) or instructions (as defined in Section 9-104 of the NY UCC) of the PMN Agent as 

set forth in Section 1 above. 

Section 3. Subordination of Lien; Waiver of Set-Off. In the event that the Bank has 

or subsequently obtains by agreement, by operation of law or otherwise a security interest in any 

Company Account or any funds held therein, the Bank hereby agrees that such security interest 

shall be subordinate to the security interest of the PMN Agent. The funds and other items 

deposited into any Company Account will not be subject to deduction, set-off, banker's lien, or 

any other right in favor of any Person other than the PMN Agent (except that the Bank may set 

off (i) all amounts due to the Bank in respect of customary fees and expenses for the routine 

maintenance and operation of such Company Account (excluding fees payable pursuant to 

Section 11 ), (ii) the face amount of any checks which have been credited to such Company 

Account but are subsequently returned unpaid because of uncollected or insufficient funds, and 

(iii) other returned items or mistakes made in crediting such Company Account). 

Exhibit N-3 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.l.l 

14132790.5 
Section 4. CHOICE OF LAW. 

(a) Law Governing this Agreement. EACH PARTY TO THIS 

AGREEMENT AGREES AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 

OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS 

AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 

THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS 

RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE 

CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, 

AND EACH PARTY TO THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY 

W AlVES ANY CLAIM TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION 

GOVERN THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

(b) Location of Financial Institution. Regardless of any provision in any other 

agreement to the contrary, New York shall be the Bank's jurisdiction for purposes of Section 9­

304 of the NY UCC and the "securities intermediary's jurisdiction" for purposes of Section 8­

110 of the NY UCC. 

(c) Law Governing Company Accounts. Each Company Account shall be 

governed by the laws of the State ofNew York. 

Section 5. Conflict with Other Agreements; Amendment. In the event of any conflict 

between this Agreement (or any portion hereof) and any other agreement between the Company 

and the Bank now existing or hereafter entered into, the terms of this Agreement shall prevail. 

No amendment or modification of this Agreement or waiver of any right hereunder shall be 

binding on any party hereto unless it is in writing and is signed by all of the parties hereto. 

Section 6. Adverse Claims. Except for the claims and interests of the PMN Agent 

and the Company in each Company Account, the Bank does not have actual knowledge of any 

claim to, or interest in, such Company Account or in any "financial assets" (as defined in Section 

8-102(a) of the UCC), cash or funds credited thereto. If any Person (other than the PMN Agent) 

asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, 

warrant of attachment, execution or similar process) against such Company Account or against 

any funds held therein, upon a Responsible Officer of the Bank receiving written notice of such 

lien, encumbrance or adverse claim, the Bank will promptly notify the PMN Agent and the 

Company thereof. For the purposes of this Section 6, a "Responsible Officer" of the Bank means 

any managing director, director, associate, principal, vice president, assistant vice president, 

secretary, assistant secretary, treasurer, assistant treasurer, trust officer or any other officer of the 

Bank customarily performing functions similar to those performed by any of the above 

designated officers and directly responsible for the administration of this Agreement and also 

means, with respect to a particular corporate trust matter, any other officer to whom such matter 

is referred because of his or her knowledge of and familiarity with the particular subject. 

Section 7. Successors. The terms of this Agreement shall be binding upon, and shall 

inure to the benefit of, the parties hereto and their respective successors and assigns (including, 

Exhibit N-4 

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
for the avoidance of doubt, the Persons from time to time serving as "PMN Agent" under the 

Reimbursement, Security and Guaranty Agreement (in their respective capacities as such)). 

Section 8. Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be delivered in accordance with (and subject to) the provisions of the Notice 

Schedule (which Notice Schedule is hereby incorporated by reference); provided, that, service of 

any writ, process or summons in any suit, action or proceeding arising out of, relating to, or in 

connection with this Agreement shall be subject to the applicable provisions in Section 13(c). 

Section 9. Termination. The obligations of the Bank to the PMN Agent pursuant to 

this Agreement shall continue in effect until the earlier of (i) the PMN Agent has notified the 

Bank of termination of this Agreement in writing or (ii) the Bank has resigned or been removed 

under the terms of the Custodial and Paying Agency Agreement and (x) all funds deposited in 

the Company Accounts have been transferred to the successor to the Bank as Custodian and 

Paying Agent, pursuant to Section 9.l(d) ofthe Custodial and Paying Agency Agreement and (y) 

such successor Custodian and Paying Agent and the Company (which the Company will do upon 

demand of the PMN Agent) have executed and delivered to the PMN Agent an Account Control 

Agreement in the form of Exhibit N to the Custodial and Paying Agency Agreement or otherwise 

satisfactory to the PMN Agent. The PMN Agent agrees with the Company to provide a Notice 

of Termination in substantially the form of Exhibit A hereto to the Bank on or after the 

termination of the PMN Agent's security interest in the Company Accounts pursuant to, or as 

otherwise provided by, the terms of the Reimbursement, Security and Guaranty Agreement. 

Section 10. Limitation of Liability; Indemnification of the Bank. The Company and 

the PMN Agent hereby agree that (a) the Bank is released from any and all liabilities to the 

Company and the PMN Agent arising from the terms of this Agreement and compliance by the 

Bank with the terms hereof, except to the extent that such liabilities arise from the Bank's bad 

faith, willful misconduct or negligence and (b) the Company, its successors and assigns shall 

indemnify and save harmless the Bank from and against any loss, liability or expense incurred 

without bad faith, willful misconduct or negligence on the part of the Bank, its officers, directors 

and agents, arising out of or in connection with the execution and performance of this Agreement 

or the maintenance of any of the Company Accounts, including the reasonable actual costs and 

expenses of defending themselves against any claim or liability in connection with the 

performance of any of their powers or duties hereunder. The Bank's right to indemnification 

hereunder shall survive the termination of this Agreement and the earlier resignation or removal 

of the Bank. 

Section 11. Fees. The Bank shall charge such fees for its services under this 

Agreement as shall be set forth in a separate agreement between the Bank and the Company, the 

payment of which fees, together with the Bank's expenses in connection herewith (including, 

without limitation, attorneys' and agents' fees and expenses), shall be the obligation of the 

Company. The obligation of the Company to pay the Bank such fees and reimburse the Bank for 

such expenses shall survive the resignation or removal of the Bank (for all fees and expenses 

incurred prior to such resignation or removal) or the termination or assignment of this 

Agreement. 

Exhibit N-5 

CRE/ ADC Venture 2012-1 Structured Transaction 


Exhibits to Custodial Agreement 


Version 3. Ll 


14132790.5 
Section 12. Counterparts. This Agreement may be executed in any number of 

counterparts, including by facsimile or other electronic means of communication, all of which 

shall constitute one and the same instrument, and any party hereto may execute this Agreement 

by signing and delivering one or more counterparts. 

Section 13. Jurisdiction; Venue and Service. 

(a) Each of the Company and the Bank, in each case on behalf of itself and its 

Affiliates, hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the PMN Agent arising out of, relating to, or in connection with this Agreement 

or any other Transaction Document, and waives any right to: 

A. remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum other than the court in which the PMN Agent files the suit, 

action or proceeding without the consent of the PMN Agent; 

B. assert that venue is improper in either the United States 

District Court for the Southern District of New York or the United States District Court for the 

District of Columbia; or 

C. assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum. 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York for any suit, action or proceeding against it or any of its Affiliates commenced by the 

PMN Agent arising out of, relating to, or in connection with this Agreement or any other 

Transaction Document (other than the LLC Operating Agreement), and waives any right to: 

A. remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of the PMN Agent; 

B. assert that venue is improper in the Supreme Court of the 

State ofNew York; or 

C. assert that the Supreme Court of the State of New York is 

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by the Company, the 

Bank, or its Affiliates against the PMN Agent arising out of, relating to, or in connection with 

this Agreement or any other Transaction 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 

Exhibit N-6 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.Ll 

14132790.5 
court or dispute-resolution forum without the consent of the PMN Agent, and agrees to consent 

thereafter to transfer of the suit, action or proceeding to either the United States District Court for 

the Southern District of New York or the United States District Court for the District of 

Columbia at the option of the PMN Agent; 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 13(a)(iii), to bring that suit, 

action or proceeding in only the Supreme Court of the State ofNew York, and waives any right 

to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent of the PMN Agent; and 

(v) agrees, in any suit, action or proceeding that is brought in the 

Supreme Court of the State of New York for New York County in accordance with the above 

provisions of this Section 13(a), to request that such suit, action or proceeding be referred to the 

Commercial Division of such Court. 

(b) Each of the Company and the Bank, in each case on behalf of itself and its 

Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against 

it in any suit, action or proceeding falling within Section 13(a) may be enforced in any court of 

competent jurisdiction. 

(c) Subject to the provisions of Section 13(d), each of the Company and the 

Bank, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally 

agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant 

to Section 13(a) or Section 13(b) may be effected by the mailing of copies thereof by registered 

or certified mail, postage prepaid, to it at its address for notices pursuant to Section 8 (and the 

Notice Schedule) (with copies to such other Persons as specified therein); provided, however, 

that the foregoing shall not affect the right of any party to serve process in any other manner 

permitted by Law. Each of the Company and the Bank, in each case on behalf of itself and its 

Affiliates, further agrees that any such service of writs, process or summonses in any suit, action 

or proceeding pursuant to Section 13(a) or Section 13(b) on FDIC (in any capacity) shall be in 

accordance with requirements of applicable Law (including 12 CFR section 309.7(a)), with 

additional delivery of a copy of such writ, process or summons to the FDIC (in its applicable 

capacity(ies)) pursuant to the notice provisions in Section 8 (and the Notice Schedule). 

(d) Nothing in this Section 13 shall constitute (i) consent to jurisdiction in any 

court by the FDIC (in any capacity), other than as expressly provided in Section 13(a)(iii) and 

Section 13(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit Insurance 

Act or other applicable Law relating to commencement, jurisdiction, venue, limitations, 

administrative exhaustion, judicial review, removal, remand, continuation or enforcement 

(including as to limitations on attachment or execution upon assets in the possession of the 

FDIC) of actions by or against the FDIC (in any capacity), or in which the FDIC (in any 

capacity) is a party, including 12 U.S.C. § 1819(b), 1821(c), 1821(d), and 1821(j). 

Exhibit N-7 

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
Section 14. Balance Reports. The Bank agrees, at the written request of the PMN 

Agent on any day on which the Bank is open to conduct its regular banking business other than a 

Saturday, Sunday or public holiday (a "Business Day"), to make available to the PMN Agent a 

report ("Balance Report") showing the available balance in each Company Account as of the 

beginning of such Business Day, either on-line or by electronic mail, at the Bank's option. The 

Company expressly consents to this transmission of information. 

Section 15. Rules of Construction. The Rules of Construction apply to this 

Agreement. 

Section 16. Representations of the Bank. The Bank hereby represents: 

(a) Each Company Account has been established as set forth herein and each 

Company Account will be maintained in the manner set forth herein until termination of this 

Agreement; 

(b) Each Company Account is either (i) a "securities account" (as defined in 

Section 8-501 ofthe NY UCC) or (ii) a "deposit account" (as defined in Section 9-102(a)(29) of 

the NYUCC); 

(c) The Bank is a "securities intermediary" within the meaning of Section 8­

102(a)(14) ofthe NY UCC and a "bank" within the meaning of Section 9-102(a)(8) ofthe NY 

UCC; 

(d) The Bank is not a "clearing corporation" within the meaning of Section 8­

102(a)(5) ofthe NY UCC; and 

(e) This Agreement is the valid and legally binding obligation of the Bank. 

[SIGNATURE PAGE FOLLOWS] 

Exhibit N-8 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
IN WITNESS WHEREOF, the parties hereto have caused this Account Control 

Agreement to be executed as of the day and year first above written. 

Company: 

CRE/ ADC VENTURE 20 12-1, LLC 

By: 2012 CRE ADC-1, LLC 

By: ColFin 2012 CRE ADC Funding, LLC 

By: -----------------­ Name: Mark M. Hedstrom 


Title: Vice President 


PMN Agent: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN), AS PMN AGENT 

By: -------------------------------­ Name: Parichart Thepvongs 

Title: Attorney-in-Fact 

Bank: 

WELLS FARGO BANK, NATIONAL 

ASSOCIATION 

Name: Amy H. Mofsenson 

Title: Vice President 

Exhibit N-9 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBIT A 

FORM OF NOTICE OF TERMINATION 


LETTERHEAD OF PMN AGENT 


[Date] 


Re: Notice of Termination of Account Control Agreement 

You are hereby notified that the Account Control Agreement, dated as of 

December 11, 2012, among you, the undersigned and CRE/ADC Venture 2012-1, LLC (the 

"Company"), a copy of which is attached hereto (the "Agreement"), is terminated and that you 

have no further obligations to the PMN Agent pursuant to the Agreement. Notwithstanding any 

previous instructions to you, you are hereby instructed to accept all future directions with respect 

to any of the Company Accounts from the Company. This notice terminates any obligations you 

may have to the PMN Agent with respect to any of the Company Accounts; provided, however, 

that nothing contained in this notice shall alter any obligations which you may otherwise owe to 

the PMN Agent pursuant to any other agreement. Capitalized terms used but not defined in this 

notice shall have the meanings given to them in the Agreement. 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN), as PMN Agent 

By:________________ 

Name: '--------~ 

Title: 

Acknowledged and Agreed: 

CRE/ADC Venture 2012-1, LLC, 

as the Company 

Exhibit N-1 0 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
By:2012 CREADC-1, LLC 

By: ColFin 2012 CRE ADC Funding, LLC 

By: _____________________ 

Name: Mark M. Hedstrom 

Title: Vice President 

Exhibit N-11 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBIT 0 


FORM OF INVESTOR CERTIFICATION FOR WEBSITE ACCESS 


Attention: 

Re: CRE/ADC Venture 2012-1 Structured Transaction, [Name ofNotes] 

In accordance with the Custodial and Paying Agency Agreement dated December 11, 2012, (the 

"Agreement"), by and among CRE/ADC Venture 2012-1, LLC, (the "Company"), ColFin 2012 

CRE ADC Funding, LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its 

capacity as the Receiver, as the PMN Agent and the Initial Member, and Wells Fargo Bank, 

National Association (the "Paying Agent"), with respect to the above referenced Notes (the 

"Notes"), the undersigned hereby certifies and agrees as follows: 

1. 	 The undersigned is a beneficial owner of the Class A Notes. 

2. 	 The undersigned is requesting access to the Paying Agent's internet website containing 

certain information (the "Information") and/or is requesting the information identified on the 

schedule attached hereto (also, the "Information") pursuant to the provisions of the 

Agreement. 

3. 	 In consideration of the Paying Agent's disclosure to the undersigned of the Information, or 

access thereto, the undersigned will keep the Information confidential (except from such 

outside persons as are assisting it in making an evaluation in connection with purchasing the 

related Notes, from its accountants and attorneys, and otherwise from such governmental or 

banking authorities or agencies to which the undersigned is subject), and such Information 

will not, without the prior written consent of the Paying Agent, be otherwise disclosed by the 

undersigned or by its officers, directors, partners, employees, agents or representatives 

(collectively, the "Representatives") in any manner whatsoever, in whole or in part. 

4. 	 The undersigned will not use or disclose the Information in any manner which could result in 

a violation of any provision of the Securities Act of 1933, as amended (the "Securities Act"), 

or the Securities Exchange Act of 1934, as amended, or would require registration of any 

Note pursuant to Section 5 of the Securities Act. 

5. 	 The undersigned shall be fully liable for any breach of this agreement by itself or any of its 

Representatives and shall indemnify the Paying Agent and the Issuer for any loss, liability or 

expense incurred thereby with respect to any such breach by the undersigned or any of its 

Representatives. 

Exhibit 0-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3. 1.1 

14132790.5 
6. 	 Capitalized terms used but not defined herein shall have the respective meanings assigned 

thereto in the Agreement. 

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by 

its duly authorized officer, as of the day and year written above. 

Beneficial Owner 

By: 

Title: 

Company: 

Phone: 

Exhibit 0-2 

CRE/ADC Venture2012-l Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBITP 


[INTENTIONALLY OMITTED] 


Exhibit P-1 

CRE/ADC Venture2012-l Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.! 

14132790.5 
EXHIBIT 0 

FORM OF PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

THIS PRIVATE OWNER PLEDGED ACCOUNT CONTROL AGREEMENT 

(as the same shall be amended or supplemented, this "Agreement") is made and entered into as 

of December 11, 2012, by and among ColFin 2012 CRE ADC Funding, LLC, a Delaware 

limited liability company (the "Private Owner"), the FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as Receiver, as the Initial Member under the LLC Operating 

Agreement, acting herein for itself and for the benefit of the Company and the Indemnified 

Parties as defined in the LLC Operating Agreement (in such capacity, or any successor thereto as 

the "Initial Member" under the LLC Operating Agreement, the "Initial Member") and WELLS 

FARGO BANK, National Association, a national banking association (the "Bank"). 

RECITALS 

WHEREAS, for purposes of this Agreement, all terms used in this Agreement 

(including in the preamble and recitals hereto) that are defined in, or by reference in, that certain 

Agreement of Definitions - CRE/ ADC Venture 2012-1 Structured Transaction dated as of the 

date hereof among the parties hereto and certain others (as the same may be amended from time 

to time in accordance with the terms set forth herein for the amendment of this Agreement) (the 

"Agreement of Definitions"), and are not otherwise defined herein, shall have the meanings and 

definitions given, or referred to, in the Agreement of Definitions; 

WHEREAS, pursuant to the Custodial and Paying Agency Agreement, the Private 

Owner is required to establish and maintain the "Private Owner Pledged Account" with the 

Bank; 

WHEREAS, the Private Owner has established the following account with the 

Bank in the name of the Private Owner for the benefit of the Initial Member (for itself and for the 

further benefit of the Indemnified Parties), which account is to be maintained with the Bank 

pursuant to the Custodial and Paying Agency Agreement (the "Private Owner Pledged 

Account"): the Private Owner Pledged Account bearing account number [ ]; and 

WHEREAS, the Private Owner has, pursuant to the LLC Operating Agreement, 

assigned by way of collateral security and granted to the Initial Member (for itself and for the 

benefit of the Indemnified Parties) a first priority security interest in the Private Owner Pledged 

Account and all amounts held therein and the proceeds thereof as collateral for the Private 

Owner Obligations; 

NOW, THEREFORE, in consideration of the foregoing and for other good and 

valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties 

Exhibit Q-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
hereby (in the case of the Bank, in its individual capacity and in its capacity as the "Paying 

Agent" under the Custodial and Paying Agency Agreement) agree as follows: 

Section 1. Transfers to and from the Private Owner Pledged Account; Control; 

Conflicting Orders or Instructions. (a) The Private Owner Pledged Account shall be funded 

pursuant to the terms of the Custodial and Paying Agency Agreement and the LLC Operating 

Agreement. The parties agree that all amounts received by the Bank for credit to the Private 

Owner Pledged Account are, except as provided below, to be used for the purposes set forth in 

the Custodial and Paying Agency Agreement and the LLC Operating Agreement. The Bank 

agrees that if at any time it shall receive any order from the Initial Member (i) directing 

disposition of funds in the Private Owner Pledged Account or (ii) directing transfer or 

redemption of the financial assets relating to the Private Owner Pledged Account, the Bank shall 

comply with such entitlement order or instruction without further consent by the Private Owner 

or any other Person. The Bank shall not (i) except as expressly permitted below with respect to 

Permitted Investments, act on any instruction or entitlement order of the Private Owner or any 

other Person (other than the Initial Member) without the prior written consent of the Initial 

Member, or (ii) cause or permit withdrawals from the Private Owner Pledged Account in any 

manner not approved by the Initial Member in writing. The Private Owner may direct the Bank 

to cause funds in the Private Owner Pledged Account to be invested in Permitted Investments 

(which shall remain in and be credited to the Private Owner Pledged Account) pursuant to the 

Custodial and Paying Agency Agreement (but may not request any transfers or withdrawals from 

the Private Owner Pledged Account, including in connection with or as a result of such Permitted 

Investments, it being understood that any such withdrawals, including as may be permitted 

pursuant to the Custodial and Paying Agency Agreement, shall be pursuant to instructions by, or 

with the written consent of, the Initial Member); provided, that, from and after receipt by the 

Bank of a written notice from the Initial Member that an Event of Default has occurred and is 

continuing (a "Notice of Event of Default"), the Bank shall cease to comply with any such 

instructions or entitlement orders from the Private Owner with respect to Permitted Investments 

and shall comply exclusively with the Initial Member's instructions and entitlement orders 

concerning the investment and disposition of funds and financial assets in the Private Owner 

Pledged Account without further consent of the Company. 

(b) Notwithstanding anything to the contrary contained herein, if at any time 

the Bank shall receive conflicting orders or instructions from the Initial Member and the Private 

Owner, the Bank shall follow the orders or instructions of the Initial Member and not the Private 

Owner. 

Section 2. Private Owner Pledged Account. The Bank hereby confirms and agrees 

that: 

(a) Neither the Bank nor the Private Owner shall change the name or account 

number of the Private Owner Pledged Account without the prior written consent of the Initial 

Member; 

(b) The Private Owner Pledged Account is a "deposit account" (as defined in 

Section 9-102(a)(29) of the NY UCC) or "securities account" (as defined in Section 8-501 of the 

Exhibit Q-2 

CRE/ADC Venture 2012-1 Structured Transaction 


Exhibits to Custodial Agreement 


Version 3.1.1 


14132790.5 
NY UCC) and the Bank is a "bank" (as defined in Section 9-102(a)(8) of the NY UCC) and a 

"securities intermediary" (as defined in Section 8-102(a)(14) ofthe NY UCC); 

(c) If and to the extent the Private Owner Pledged Account is a "securities 

account" (as defined in Section 8-501 ofthe NY UCC): 

(i) all securities, financial assets or other property credited to the 

Private Owner Pledged Account other than cash shall be registered in the name of the Bank, 

indorsed to the Bank or in blank or credited to another securities account maintained in the name 

of the Bank. In no case will any financial asset credited to the Private Owner Pledged Account 

be registered in the name of the Private Owner, payable to the order of the Private Owner or 

specially indorsed to the Private Owner unless the foregoing have been specially indorsed to the 

Bank or in blank; 

(ii) all financial assets delivered to the Bank pursuant to the Custodial 

and Paying Agency Agreement will be promptly credited to the Private Owner Pledged Account; 

and 

(iii) the Bank hereby agrees that each item of property (whether 

investment property, financial asset, security, instrument or cash) credited to the Private Owner 

Pledged Account (to the extent that it constitutes a "securities account" (as defined in Section 8­

501 of the NY UCC)) shall be treated as a "financial asset" within the meaning of Section 8­

1 02(a)(9) of the NY UCC; 

(d) Without limitation of the Initial Member's rights under Section 1 above, 

from and after receipt of a Notice of Event of Default from the Initial Member, the Bank shall 

comply with any stop payment orders given by the Initial Member with respect to items 

presented for payment by the Private Owner; 

(e) There are no other agreements entered into between the Bank and the 

Private Owner with respect to the Private Owner Pledged Account other than the Custodial and 

Paying Agency Agreement and the LLC Operating Agreement that would affect the Bank's 

abilities to carry out its duties as set forth herein; 

(f) The Bank has not entered into, and until the termination of this Agreement 

will not enter into, any agreement with any other Person relating to the Private Owner Pledged 

Account and/or any funds held therein pursuant to which it has agreed, or will agree, to comply 

with entitlement orders (as defined in Section 8-102(a)(8) of the NY UCC) or instructions 

(within the meaning of Section 9-104 ofthe NY UCC) of such other Person; and 

(g) The Bank has not entered into, and until the termination of this Agreement 

will not enter into, any agreement with the Private Owner purporting to limit or condition the 

obligation of the Bank to comply with entitlement orders (as defined in Section 8-102(a)(8) of 

the NY UCC) or instructions (as defined in Section 9-104 of the NY UCC) of the Initial Member 

as set forth in Section 1 above. 

Exhibit Q-3 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
Section 3. Private Owner Pledged Account Acknowledgement. The Private Owner 

hereby acknowledges that (i) the Private Owner Pledged Account is the "Private Owner Pledged 

Account" referenced in the LLC Operating Agreement, and (ii) for purposes of the pledge of a 

first priority lien on and security interest in the Private Owner Pledged Account under the LLC 

Operating Agreement, the security interest granted thereunder includes a security interest in all 

amounts on deposit in the Private Owner Pledged Account, and any and all Investment Property, 

Financial Assets or other Property (including uninvested funds) from time to time credited to the 

Private Owner Pledged Account or deposited or carried therein, any and all investments made 

with funds therein, and any and all proceeds, products, income, benefits, substitutions or 

replacements to any of the foregoing, whether now owned or existing, or hereafter acquired and 

arising in. For purposes of this Section 3, "Investment Property", "Financial Assets" and 

"Property" shall each have the meaning given to such terms in the NY UCC. 

Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Bank has 

or subsequently obtains by agreement, by operation of law or otherwise a security interest in the 

Private Owner Pledged Account or any funds held therein, the Bank hereby agrees that such 

security interest shall be subordinate to the security interest of the Initial Member. The funds 

and other items deposited into the Private Owner Pledged Account will not be subject to 

deduction, set-off, banker's lien, or any other right in favor of any Person other than the Initial 

Member (except that the Bank may set off (i) all amounts due to the Bank in respect of 

customary fees and expenses for the routine maintenance and operation of the Private Owner 

Pledged Account (excluding fees payable pursuant to Section 12), (ii) the face amount of any 

checks which have been credited to the Private Owner Pledged Account but are subsequently 

returned unpaid because of uncollected or insufficient funds, and (iii) other returned items or 

mistakes made in crediting the Private Owner Pledged Account). 

Section 5. CHOICE OF LAW. 

(a) Law Governing this Agreement. EACH PARTY TO THIS 

AGREEMENT AGREES AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 

OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS 

AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 

THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS 

RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE 

CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION, 

AND EACH PARTY TO THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY 

WAIVES ANY CLAIJvf TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION 

GOVERN THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

(b) Location of Financial Institution. Regardless of any provision in any other 

agreement to the contrary, New York shall be the Bank's jurisdiction for purposes of Section 9­

304 of the NY UCC and the "securities intermediary's jurisdiction" for purposes of Section 8­

110 of the NY UCC. 

Exhibit Q-4 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
(c) Law Governing Private Owner Pledged Account. The Private Owner 

Pledged Account shall be governed by the laws of the State ofNew York. 

Section 6. Conflict with Other Agreements; Amendment. In the event of any conflict 

between this Agreement (or any portion hereof) and any other agreement between the Private 

Owner and the Bank now existing or hereafter entered into, the terms of this Agreement shall 

prevail. No amendment or modification of this Agreement or waiver of any right hereunder shall 

be binding on any party hereto unless it is in writing and is signed by all of the parties hereto. 

Section 7. Adverse Claims. Except for the claims and interests of the Initial Member 

and the Private Owner in the Private Owner Pledged Account, the Bank does not have actual 

knowledge of any claim to, or interest in, the Private Owner Pledged Account or in any 

"financial assets" (as defined in Section 8-102(a) of the NY UCC), cash or funds credited 

thereto. If any Person (other than the Initial Member) asserts any Lien, encumbrance or adverse 

claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar 

process) against the Private Owner Pledged Account or against any funds held therein, upon a 

Responsible Officer of the Bank receiving written notice of such lien, encumbrance or adverse 

claim, the Bank will promptly notify the Initial Member and the Private Owner thereof. For the 

purposes of this Secti~n 7, a "Responsible Officer" of the Bank means any managing director, 

director, associate, principal, vice president, assistant vice president, secretary, assistant 

secretary, treasurer, assistant treasurer, trust officer or any other officer of the Bank customarily 

performing functions similar to those performed by any of the above designated officers and 

directly responsible for the administration of this Agreement and also means, with respect to a 

particular corporate trust matter, any other officer to whom such matter is referred because of his 

or her knowledge of and familiarity with the particular subject. 

Section 8. Successors. The terms of this Agreement shall be binding upon, and shall 

inure to the benefit of, the parties hereto and their respective successors and assigns (including, 

for the avoidance of doubt, the Persons from time to time constituting the "Initial Member" 

under the LLC Operating Agreement (in their respective capacities as such)). 

Section 9. Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be delivered in accordance with (and subject to) the provisions of the Notice 

Schedule (which Notice Schedule is hereby incorporated by reference); provided, that, service of 

any writ, process or summons in any suit, action or proceeding arising out of, relating to, or in 

connection with this Agreement or any Transaction Document shall be subject to the applicable 

provisions in Section 14(c). 

Section 10. Termination. The obligations of the Bank to the Initial Member pursuant 

to this Agreement shall continue in effect until the earlier of (i) the Initial Member has notified 

the Bank of termination of this Agreement in writing or (ii) the Bank has resigned or been 

removed under the terms of the Custodial and Paying Agency Agreement and (x) all funds 

deposited in the Private Owner Pledged Account have been transferred to the successor to the 

Bank as Custodian and Paying Agent, pursuant to Section 9.l(d) of the Custodial and Paying 

Agency Agreement, and (y) such successor Custodian and Paying Agent and the Private Owner 

Exhibit Q-5 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
(which the Private Owner will do upon demand of the Initial Member) executes and delivers to 

the Initial Member a Private Owner Pledged Account Control Agreement in the form of Exhibit 

Q to the Custodial and Paying Agency Agreement or otherwise satisfactory to the Initial 

Member. The Initial Member agrees with the Private Owner to provide a Notice of Termination 

in substantially the form of Exhibit A hereto to the Bank on or after the termination of the Initial 

Member's security interest in the Private Owner Pledged Account pursuant to, or as otherwise 

provided by, the terms of the LLC Operating Agreement. 

Section 11. Limitation of Liability; Indemnification of the Bank. The Private Owner 

and the Initial Member hereby agree that (a) the Bank is released from any and all liabilities to 

the Private Owner and the Initial Member arising from the terms of this Agreement and 

compliance by the Bank with the terms hereof, except to the extent that such liabilities arise from 

the Bank's bad faith, willful misconduct or negligence and (b) the Private Owner, its successors 

and assigns shall indemnify and save harmless the Bank from and against any loss, liability or 

expense incurred without bad faith, willful misconduct or negligence on the part of the Bank, its 

officers, directors and agents, arising out of or in connection with the execution and performance 

of this Agreement or the maintenance of the Private Owner Pledged Account, including the 

reasonable actual costs and expenses of defending themselves against any claim or liability in 

connection with the performance of any of their powers or duties hereunder. The Bank's right to 

indemnification hereunder shall survive the termination of this Agreement and the earlier 

resignation or removal of the Bank. 

Section 12. Fees. The Bank shall charge such fees for its services under this 

Agreement as shall be set forth in a separate agreement between the Bank and the Private Owner, 

the payment of which fees, together with the Bank's expenses in connection herewith (including, 

without limitation, attorneys' and agents' fees and expenses), shall be the obligation of the 

Private Owner. The obligation of the Private Owner to pay the Bank such fees and reimburse the 

Bank for such expenses shall survive the resignation or removal of the Bank (for all fees and 

expenses incurred prior to such resignation or removal) or the termination or assignment of this 

Agreement. 

Section 13. Counterparts. This Agreement may be executed in any number of 

counterparts, including by facsimile or other electronic means of communication, all of which 

shall constitute one and the same instrument, and any party hereto may execute this Agreement 

by signing and delivering one or more counterparts. 

Section 14. Jurisdiction; Venue and Service. 

(a) Each of the Private Owner and the Bank, in each case on behalf of itself 

and its Affiliates, hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Initial Member arising out of, relating to, or in connection with this 

Agreement or any other Transaction Document, and waives any right to: 

Exhibit Q-6 

CRE/ADC Venture2012-l Structured Transaction 


Exhibits to Custodial Agreement 


Version 3.1.1 


14132790.5 
(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum other than the court in which the Initial Member files the suit, 

action or proceeding without the consent of the Initial Member; 

(B) assert that venue is improper in either the United States 

District Court for the Southern District of New York or the United States District Court for the 

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum. 

(ii) consents to the jurisdiction of the Supreme Court of the State of 

New York for any suit, action or proceeding against it or any of its Affiliates commenced by the 

Initial Member arising out of, relating to, or in connection with this Agreement or any other 

Transaction Document (other than the LLC Operating Agreement), and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of the Initial Member; 

(B) assert that venue is improper in the Supreme Court of the 

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 Private 

Owner, the Bank, or its Affiliates against the Initial Member arising out of, relating to, or in 

connection with this Agreement or any other Transaction Document in only either the United 

States District Court for the Southern District of New York or the United States District Court 

for the District of Columbia, and waives any right to remove or transfer such suit, action or 

proceeding to any other court or dispute-resolution forum without the consent of the Initial 

Member, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the 

United States District Court for the Southern District of New York or the United States District 

Court for the District of Columbia at the option of the Initial Member; 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within Section 14(a)(iii), to bring that suit, 

action or proceeding in only the Supreme Court of the State of New York, and waives any right 

to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent of the Initial Member; and 

(v) agrees, in any suit, action or proceeding that is brought in the 

Supreme Court of the State ofNew York for New York County in accordance with the above 

Exhibit Q-7 

CRE/ ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
provisions of this Section 14(a), to request that such suit, action or proceeding be referred to the 

Commercial Division of such Court. 

(b) Each of the Private Owner and the Bank, in each case on behalf of itself 

and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered 

against it in any suit, action or proceeding falling within Section 14(a) may be enforced in any 

court of competent jurisdiction. 

(c) Subject to the provisions of Section 14(d), each of the Private Owner and 

the Bank, in each case on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally agrees that service of all writs, process and summonses in any suit, action or 

proceeding pursuant to Section 14(a) or Section 14(b) may be effected by the mailing of copies 

thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to 

Section 9 (and the Notice Schedule) (with copies to such other Persons as specified therein); 

provided, however, that the foregoing shall not affect the right of any party to serve process in 

any other manner permitted by Law. Each of the Private Owner and the Bank, in each case on 

behalf of itself and its Affiliates, further agrees that any such service of writs, process or 

summonses in any suit, action or proceeding pursuant to Section 14(a) or Section 14(b) on FDIC 

(in any capacity) shall be in accordance with requirements of applicable Law (including 12 CFR 

section 309.7(a)), with additional delivery of a copy of such writ, process or summons to the 

FDIC (in its applicable capacity(ies)) pursuant to the notice provisions in Section 9 (and the 

Notice Schedule). 

(d) Nothing in this Section 14 shall constitute (i) consent to jurisdiction in any 

court by the FDIC (in any capacity), other than as expressly provided in Section 14(a)(iii) and 

Section 14(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit Insurance 

Act or other applicable Law relating to commencement, jurisdiction, venue, limitations, 

administrative exhaustion, judicial review, removal, remand, continuation or enforcement 

(including as to limitations on attachment or execution upon assets in the possession of the 

FDIC) of actions by or against the FDIC (in any capacity), or in which the FDIC (in any 

capacity) is a party, including 12 U.S.C. § 1819(b), 1821(c), 1821(d), and 1821(j). 

Section 15. Balance Reports. The Bank agrees, at the written request of the Initial 

Member on any day on which the Bank is open to conduct its regular banking business other 

than a Saturday, Sunday or public holiday (a "Business Day"), to make available to the Initial 

Member a report ("Balance Report") showing the available balance in the Private Owner 

Pledged Account as of the beginning of such Business Day, either on-line or by electronic mail, 

at the Bank's option. The Company expressly consents to this transmission of information. 

Section 16. Rules of Construction. The Rules of Construction apply to this 

Agreement. 

Exhibit Q-8 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
Section 17. Representations of the Bank. The Bank hereby represents: 

(a) The Private Owner Pledged Account has been established as set forth 

herein and the Private Owner Pledged Account will be maintained in the manner set forth herein 

until termination of this Agreement; 

(b) The Private Owner Pledged Account is either (i) a "securities account" (as 

defined in Section 8-501 of the NY UCC) or (ii) a "deposit account" (as defined in Section 9­

102(a)(29) of the NY UCC); 

(c) The Bank is a "securities intermediary" within the meaning of Section 8­

102(a)(l4) of the NY UCC and a "bank" within the meaning of Section 9-102(a)(8) of the NY 

UCC; 

(d) The Bank is not a "clearing corporation" within the meaning of Section 8­

102(a)(5) ofthe NY UCC; and 

(e) This Agreement is the valid and legally binding obligation of the Bank. 

[SIGNATURE PAGE FOLLOWS] 

Exhibit Q-9 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
IN WITNESS WHEREOF, the parties hereto have caused this Private Owner 

Pledged Account Control Agreement to be executed as of the day and year first above written. 

Private Owner: 

COLFIN 2012 CRE ADC FUNDING, LLC 

By: -------------------------­ Name: Mark M. Hedstrom 

Title: Vice President 

Initial Member: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAP A CITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN) 

By: 

Name: Parichart Thepvongs 

Title: Attorney-in-Fact 

Bank: 

WELLS FARGO BANK, NATIONAL 

ASSOCIATION 

By:________________ 

Name: Amy H. Mofsenson 

Title: Vice President 

Exhibit Q-1 0 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBIT A 


FORM OF NOTICE OF TERMINATION 


[LETTERHEAD OF INITIAL MEMBER] 

[Date] 

Re: Notice of Termination of Private Owner Pledged Account Control Agreement 

You are hereby notified that the Private Owner Pledged Account Control Agreement, 

dated as of December 11, 2012, among you, the undersigned and ColFin 2012 CRE ADC 

Funding, LLC (the "Private Owner"), a copy of which is attached hereto (the "Agreement"), is 

terminated and that you have no further obligations to the Initial Member pursuant to the 

Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to 

accept all future directions with respect to the Private Owner Pledged Account from the Private 

Owner. This notice terminates any obligations you may have to the Initial Member with respect 

to the Private Owner Pledged Account; provided, however, that nothing contained in this notice 

shall alter any obligations which you may otherwise owe to the Initial Member pursuant to any 

other agreement. Capitalized terms used but not defined in this notice shall have the meanings 

given to them in the Agreement. 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN) 

Exhibit Q-11 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
Acknowledged and Agreed: 

COLFIN 2012 CRE ADC FUNDING, LLC, 

as Private Owner 

N arne: Mark M. Hedstrom 

Title: Vice President 

Exhibit Q-12 

CRE/ADC Venture 2012- I Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBIT R 

FORM OF PO/MANAGER DISTRIBUTION INSTRUCTION 

[LETTERHEAD OF INITIAL MEMBER] 

PO/MANAGER DISTRIBUTION INSTRUCTION 

[Date] 

To: 	 Wells Fargo Bank, National Association, as the Paying Agent 

9062 Old Annapolis road 

Columbia, Maryland 21045 

Attention: Client Services Manager 

Reference: CRE ADC Venture 2012-1 Structured Transaction 

Attn: Client Services Manager 

Re: 	 Custodial and Paying Agency Agreement, dated as of December 11, 2012, by and among 

CRE/ADC Venture 2012-1, LLC, as the Company, ColFin 2012 CRE ADC Funding, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member and as the PMN Agent, and Wells Fargo Bank, 

National Association, as the Custodian and Paying Agent ("Custodial and Paying Agency 

Agreement"). 

This is a PO/Manager Distribution Instruction, being delivered pursuant to Section 5.1 (a) of the 

Custodial and Paying Agency Agreement. All capitalized terms used but not defined herein are 

used as defined in (including without limitation by reference in) the Custodial and Paying 

Agency Agreement. 

The undersigned, as the Initial Member I PMN Agent, hereby instructs the Paying Agent as 

follows, in each case with respect to [Option 1: all amounts otherwise payable to the Private 

Owner (in any capacity, including as the Manager) by the Paying Agent under the Transaction 

Documents (the "Affected Distributions"), including, without limitation, the following:] [Option 

2: the following amounts otherwise payable to [the Private Owner] [or] [the Manager] (the 

"Affected Distributions")]: 

1. [any distributions with respect to [the Management Fee or Interim Management 

Fee pursuant to Section 5.1(b)(iii) of the Custodial and Paying Agency Agreement;] 

2. [any distribution for repayment of Excess Working Capital Advances pursuant to 

Section 5.1(b)(iv) ofthe Custodial and Paying Agency Agreement;] [and] 

Exhibit R-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
3. [any distribution of Distributable Cash pursuant to Section 5.1(b)(ix) of the 

Custodial and Paying Agency Agreement (including as a result of any other provision in the 

Transaction Documents directing such application pursuant to such Section 5.1(b)(ix)), to the 

extent payable to the Private Owner (and without affecting any distribution to the Initial Member 

of its allocable share of any such Distributable Cash)][; and] 

4 [any distributions (otherwise payable to the [Private Owner] [or] [the Manager][, 

as applicable,] held by the Paying Agent pursuant to [that certain POIManager Distribution 

Instruction, dated as of __ [delivered by the [Initial Member I PMN Agent]]. 

[OPTION A - SUSPEND AFFECTED DISTRIBUTIONS: Until further written notice from 

the Initial Member [or the PMN Agent, as applicable pursuant to Section 5.1 (a) of the Custodial 

and Paying Agency Agreement,] setting forth otherwise, the [Initial Member] [Initial Member I 

PMN Agent] hereby directs the Paying Agent to defer making any such Affected Distributions to 

[the Private Owner] [and] [the Manager], and to hold the same in trust for the [Private Owner] 

[or] [the Manager][, as applicable] (in each case without any accrual of interest or other return). 

Upon receipt by the Paying Agent of an applicable POIManager Distribution Reinstatement 

Notice, the Paying Agent shall (i) release to the [Private Owner] [and] [the Manager][, as 

applicable,] any such Affected Distributions so held in trust by the Paying Agent pursuant to the 

foregoing (or, as applicable, any remaining balance thereof in the event of further instructions 

having been delivered by the Initial Member as to remittance of all or any portion thereof), and 

(ii) resume making such Affected Distributions (on a going forward basis, commencing with the 

Distribution Date occurring after such receipt) to the [Private Owner] [and [the Manager][, as 

applicable,] in accordance with the Custodial and Paying Agency Agreement and the LLC 

Operating Agreement.] 

[OPTION B- REMIT AFFECTED DISTRIBUTIONS (OR PORTION THEREOF): [Until 

further written notice from the Initial Member setting forth otherwise, the Initial Member hereby 

directs the Paying Agent as follows with respect to all such Affected Distributions:] 

[Initial Member to add applicable specific instructions (including applicable wire tran5fer 

information) regarding remittance of all or a specific portion of the Affected Distributions. At 

the discretion of the Initial Member, these instructions may by their terms apply to all Affected 

Distributions, or to a specific aggregate amount (with these instructions automatically 

terminating following remittance of such aggregate amount as directed by the Initial 

Member).][Note: Option B is available only to the Initial Member.] 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN), as the Initial Member I PMN Agent 

Exhibit R-2 

CRE/ ADC Venture 2012- I Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
Exhibit R-3 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
EXHIBITS 

FORM OF PO/MANAGER DISTRIBUTION REINSTATEMENT NOTICE 

[LETTERHEAD OF INITIAL MEMBER] 

PO/MANAGER DISTRIBUTION REINSTATEMENT NOTICE 

[Date] 

To: 	 Wells Fargo Bank, National Association, as the Paying Agent 

9062 Old Annapolis road 

Columbia, Maryland 21045 

Attention: Client Services Manager 

Reference: CRE ADC Venture 2012-1 Structured Transaction 

Attn: Client Services Manager 

Re: 	 Custodial and Paying Agency Agreement, dated as of December 11, 2012, by and among 

CRE/ADC Venture 2012-1, LLC, as the Company, ColFin 2012 CRE ADC Funding, 

LLC, as the Private Owner, the Federal Deposit Insurance Corporation in its capacity as 

the Receiver, as the Initial Member and as the PMN Agent, and Wells Fargo Bank, 

National Association, as the Custodian and Paying Agent ("Custodial and Paying Agency 

Agreement"). 

This is a PO/Manager Distribution Reinstatement Notice, being delivered by the Initial Member I 

PMN Agent pursuant to Section 5.1(a) of the Custodial and Paying Agency Agreement. All 

capitalized terms used but not defined herein are used as defined in (including without limitation 

by reference in) the Custodial and Paying Agency Agreement. 

Reference is made to that certain PO/Manager Distribution Instruction, dated as of LJ, 20LJ, 

pursuant to which the undersigned instructed the Paying Agent to defer making the applicable 

Affected Distributions (as defined therein, and as so defined, referred to herein as the "Affected 

Distributions") to the [Private Owner] [and] [the Manager][, as applicable], and hold the same in 

trust for the [Private Owner] [or] [the Manager][, as applicable] (in each case without any accrual 

of interest or other return). Pursuant to Section 5.1 (a) of the Custodial and Paying Agency 

Agreement, the Initial Member I PMN Agent hereby directs the Paying Agent to (i) release to the 

[Private Owner] [and] [the Manager][, as applicable,] any such Affected Distributions so held in 

trust by the Paying Agent (or applicable remaining balance thereof, taking into account any 

subsequent PO/Manager Distribution Instructions having been delivered by the Initial Member in 

respect thereof), and (ii) resume making such Affected Distributions (on a going forward basis, 

Exhibit S-1 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3.1.1 

14132790.5 
commencing with the Distribution Date occurring after the date hereof) to the [Private Owner] 

[and] [the Manager][, as applicable,] in accordance with the Custodial and Paying Agency 

Agreement and the LLC Operating Agreement. 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER (AS DEFINED IN THE 

AGREEMENT OF DEFINITIONS REFERRED 

TO HEREIN), as the Initial Member I PMN Agent 

Exhibit S-2 

CRE/ADC Venture 2012-1 Structured Transaction 

Exhibits to Custodial Agreement 

Version 3. 1.1 

14132790.5