CRE Venture 2011-2 Structured Transaction 

CRE VENTURE 2011-2, LLC 

CLASS A PURCHASE MONEY NOTE 

(RULE 144A CERTIFICATED) 

(Maturity Date: December 13, 2018) 

$70,998,462.00 

ISIN No.: ____ Certificate No.: Class A-CRE Class A 

CUSIP No.: ____ Issuance Date: December 13, 2011 

THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

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

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

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

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

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

ACCEPTANCE OF THIS PURCHASE MONEY NOTE, REPRESENTS THAT IT HAS 

OBTAINED THIS PURCHASE MONEY NOTE IN A TRANSACTION IN COMPLIANCE 

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

APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION AND 

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

PAYING AGENCY AGREEMENT. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF 

THIS PURCHASE MONEY NOTE, FURTHER REPRESENTS, ACKNOWLEDGES AND 

AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR 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 (B), TO A TRANSFEREE (1) THAT IS A "QUALIFIED 

PURCHASER" AS REFERRED TO IN 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 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 v1 
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, 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 THIS PURCHASE MONEY 

NOTE UNDER THE SECURITIES ACT, TO QUALIFY THIS PURCHASE MONEY NOTE 

2 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 vi 
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. 

EXCEPT AS OTHERWISE INDICATED IN THE CUSTODIAL AND PAYING AGENCY 

AGREEMENT, INTERESTS IN THIS PURCHASE MONEY NOTE MUST BE HELD IN 

3 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 vi 
MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $10,000 IN 

EXCESS THEREOF. 

4 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 v1 
CRE VENTURE 2011-2, LLC 


CLASS A PURCHASE MONEY NOTE 


(RULE 144A CERTIFICATED) 


(Maturity Date: December 13, 2018) 


$70,998,462.00 

ISIN No.: _____ Certificate No.: Class A-CRE Class A 

CUSIP No.: _____ Issuance Date: December 13, 2011 

FOR VALUE RECEIVED, CRE VENTURE 2011-2, LLC, a Delaware limited liability 

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

order of the FEDERAL DEPOSIT INSURANCE CORPORATION, in its capacity as Receiver, 

or its successors and registered assigns, on December 13, 2018 (the "Maturity Date") or such 

earlier date as such amount shall become due and payable pursuant to the terms of this Purchase 

Money Note, the principal sum of $70,998,462.00 (Seventy Million Nine Hundred Ninety-Eight 

Thousand Four Hundred Sixty-Two 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 Venture 2011-2 Structured Transaction dated as of 

December 13, 2011 among the Issuer, the Federal Deposit Insurance Corporation in its capacity 

as Receiver (as defined therein) and certain others (as the same may be amended from time to 

time in accordance with the terms set forth herein for the amendment 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 $70,998,462.00, 

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 

5 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 v1 
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 ofthis Purchase Money Note or the 

making of any notation hereon. Notwithstanding the foregoing, the final payment on this 

Purchase Money Note will be made only upon presentation and surrender of this Purchase 

Money Note at the office or agency maintained for that purpose by the Paying Agent in 

Minneapolis, Minnesota. If any payment of principal of, or any other amount owed by the Issuer 

pursuant to, this Purchase Money Note becomes due and payable on a day other than a Business 

Day, the maturity thereof shall be extended to the next succeeding Business Day. 

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 oftransfer 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. 

6 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 v 1 
Upon request by a transferee of this Purchase Money Note that a new Purchase Money 

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

ownership of and the loss, theft, destruction or mutilation ofthis Purchase Money Note and (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 this Purchase Money Note, within two Business 

Days thereafter, the Issuer shall execute and deliver, in lieu hereof, 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 ofthe 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 

7 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 vi 
Closing Date becomes a Guaranteed Purchase Money Note, then, to the extent the applicable 

Purchase Money Notes Guarantor makes any payment to the Holder pursuant to or in connection 

with the applicable Purchase Money Notes Guaranty, such Purchase Money Notes Guarantor 

shall be subrogated to all of the rights of the Holder with respect to any claim to which such 

payment relates to the extent of such payment, and the Holder, upon acceptance of any such 

payment, will be deemed to have assigned to such Purchase Money Notes Guarantor any and all 

claims it may have against the Issuer or others and for which the Holder receives payment from 

such Purchase Money Notes Guarantor pursuant to such Purchase Money Notes Guaranty. Upon 

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

assignments of such claims. 

No delay, omission or waiver on the part of the Holder or the PMN Agent in exercising 

any right pursuant to this Purchase Money Note shall operate as a waiver of such right or any 

other right of the Holder or the PMN Agent, nor shall any delay, omission or waiver on any one 

occasion be deemed a bar to or waiver of the same or any other right on any future occasion. 

Except as otherwise set forth in this Purchase Money Note, the rights and remedies of each of the 

Holder and PMN Agent are cumulative and not exclusive of any rights or remedies the Holder or 

the PMN Agent would otherwise have. 

The Issuer's obligations pursuant to this Purchase Money Note are absolute and 

unconditional and shall not be affected by any circumstance whatsoever, and the Issuer hereby 

agrees to make, or cause the Paying Agent to make, all payments pursuant to this Purchase 

Money Note in full and when due, whether in respect to principal or any other amount owed by 

the Issuer pursuant to this Purchase Money Note, without notice, demand, counterclaim, setoff, 

deduction, defense, abatement, suspension, limitation, deferment, diminution, recoupment or 

other right that the Issuer may have against the Holder hereof or any other Person, and the Issuer 

hereby waives and agrees not to assert any defense (other than payment in accordance with the 

terms hereof), right of counterclaim, setoff or recoupment, or other right which it may have 

against the Holder hereof or any other Person. 

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

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

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

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

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

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

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

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

relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, 

postage prepaid; and (C) if delivered by electronic mail (which form of delivery is subject to the 

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

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

8 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841v1 
Ifto the Issuer, to: 

CRE Venture 2011-2, LLC 


2450 Broadway, 6th Floor 


Santa Monica, California 90404 


Attention: Paul Fuhrman 


Email Address: 


with copies to: 

Colony Capital, LLC 


660 Madison A venue 


New York, New York 10065 


Attention: Ronald M. Sanders 


Email Address: 


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

Wells Fargo Bank, N.A. 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Client Services Manager 


Reference: CRE 
 ... ' ...... . Email Addresses: 

with copies to: 

Assistant Director - Structured Transactions 

Federal Deposit Insurance Corporation 

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

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

E-mail Address: rmalami@fdic.gov 

with a copy to: 

Supervisory Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room D-7102) 

Arlington, Virginia 22226 

Attention: Kathleen Russo 

E-mail Address: krusso@fdic.gov 

9 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 vi 
In case any one or more of the provisiOns hereof should be invalid, illegal or 

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

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

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

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

The terms of all of the Purchase Money Notes of the Applicable Class may be amended 

from time to time by the written agreement of the Issuer and the Required PMN Consenting 

Parties, subject, if a Purchase Money Notes Guaranty with respect to this Purchase Money Note 

has been executed and delivered, in all instances to the terms of such Purchase Money Notes 

Guaranty. 

The Issuer agrees and elects, and the Holder by acceptance of this Purchase Money Note 

agrees and elects, that, in accordance with Section 5-1401 of the General Obligations Law of the 

State ofNew York, this Purchase Money Note is to be governed by and construed in accordance 

with the law ofthe 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"), 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 ofthe FDIC Holder; 

(B) assert that venue is improper in either the United States 

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

District 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 

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CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 v 1 
FDIC Holder arising out of, relating to, or in connection with this Purchase Money Note or any 

Transaction Document (other than the LLC Operating Agreement), and waives any right to: 

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

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

(B) 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; and 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the United States District Court for the District of Columbia both lack 

jurisdiction to hear a suit, action or proceeding falling within paragraph (a)(iii) above, to bring 

that suit, action or proceeding in only the Supreme Court of the State of New York, and waives 

any right to remove or transfer such suit, action or proceeding to any other court or disputeresolution forum without the consent ofthe FDIC Holder. 

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

Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against 

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

court of competent jurisdiction. 

(c) Subject to the provisions of paragraph (d) below, each of the Issuer and 

each Holder, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees 

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

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

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

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

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

process in any other manner permitted by Law. 

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

constitute consent to jurisdiction in any court by the FDIC (in any capacity), other than as 

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

11 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 vI 
FDIC's (in any capacity) right to remove, transfer, seek to dismiss, or otherwise respond to any 

suit, action, or proceeding against it in any forum. 

EACH OF THE ISSUER AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER 

HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY 

HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO 

THIS PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE 

TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

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

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

Paying Agency Agreement. 

This Certificated Note is subject to mandatory exchange under the limited circumstances 

set forth in the Custodial and Paying Agency Agreement. 

The Original Face Amount of this Certificated Note does not take into account any 

principal payments made on this Certificated Note. Principal of this Certificated Note is payable 

prior to maturity as set forth hereinabove. Accordingly, the actual outstanding unpaid principal 

of this Certificated Note at any time may be less than the Original Face Amount. If this 

Certificated Note is in the custody of the Paying Agent pursuant to the Custodial and Paying 

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

hereof, endorse this Purchase Money Note on Schedule A hereto to reflect such payment. 

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

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

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

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

other governmental charge payable in connection therewith. 

12 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 vi 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually 

or in facsimile, as ofthe date first shown above. 

CRE VENTURE 2011-2, 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 

By: 

Name: Jocelyn . Spector 

Title: Attorney in Fact 

13 


CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 vI 
-------

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 Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 v 1 
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 

A-1 

CRE Venture 2011-2 Structured Transaction 

Rule 144A Certificated Note 

DAL:0530520/00002:2067841 vI